HomeMy WebLinkAbout1998-023 Contract - David Smith CITY OF ASHLAND
CONTRACT FOR THE AERIAL PHOTOGRAPHY & MAPPING
OF THE
CITY OF ASHLAND
Contract made on the date specified below in Recital A between the City and Consultant as
follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND
20 East Main Street
Ashland, Oregon 97520
Telephone: (541) 488-5347
FAX: (541) 488-6006
Date of agreement: March 3, 1998
¶4. Beginning date: March 3, 1998
¶6.1. Consultant's representative:
Consultant:
David C. Smith & Associates
1734 S.E. Tacoma
PORTLAND OR 97202
Telephone:
FAX:
503-232-5285
503-230-9052
¶B. Date of RFP:
Proposal date:
February 26, 1998
February 26, 1998
Ending date: September 30, 1998
David C. Smith
Contracting officer: Paula C. Brown, Director of Public Works
¶9. Contract amount: $94,651.00
B. City issued a request for proposals (RFP), on the date specified in Recital A above, for the
aerial photography and mapping of the City of Ashland. Consultant submitted a proposal in
response to the RFP on the date specified in Recital A above.
C. After reviewing Consultant's proposal and proposals submitted by other offerors, City
selected Consultant to provide the services and construction covered by the RFP.
City and Consultant agree as follows:
1. Contract Documents: This contract is made as a result of a Request for Proposals (RFP)
issued by City on the date specified in Recital A. In the event of any inconsistencies in the terms
of this contract, the RFP including its attachments, and the proposal, this contract shall take
precedence over the RFP which shall take precedence over the proposal.
2. Scope of Services:
2.1. Consultant shall perform the services described in the RFP when requested to do
so by City. The term "services" as used in this contract shall include all photogrammetdc and
mapping work that is performed and other tangible items that are produced by Consultant for City
pursuant to this contract.
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2.2. Upon the request of the Contracting Officer, Consultant shall provide monthly
progress reports on services performed for City. The report shall be delivered to the Contracting
Officer not later than ten days after the close of each calendar month in which services are
provided. Each report shall state the services provided since the preceding report and the
services which Consultant expects to complete in the next succeeding period. The reports also
shall include an account of the time expended by Consultant in the performance of the services
and any further documentation required by City.
3. Quality of Service:
3.1. Consultant shall perform its services as an independent consultant in accordance
with generally accepted standards in Consultant's profession or trade. Consultant shall be
responsible for the professional quality, technical accuracy, and the coordination of all services
performed by Consultant under this contract. Consultant shall, without additional compensation,
correct or revise any error or deficiencies that are the result of Consultant's negligence. City's
review, approval, acceptance of, or payment for, any of the services covered by this contract
shall not be construed to operate as waiver of any rights under this contract or of any cause of
action arising out of the performance of this contract. Consultant shall be and remain liable to
City in accordance with applicable law for all damages to City caused by Consultant's negligent
performance of services.
3.2. Consultant shall perform the services as expeditiously as is consistent with
professional skill and care. Upon request of City, the Consultant shall submit for the City's
approval, a schedule for the performance of Consultant's services. The schedule shall include
allowance for pedods of time required for City's review and approval of the Consultant's services.
The schedule approved by City shall become a part of this contract. Consultant shall be excused
for deviations from the approved schedule caused by acts of God, the acts of any third parties
other than subconsultants utilized by consultant, or any other event outside the control of
consultant. Consultant agrees to use his best efforts to overcome any delays caused by such
acts or events.
4. Term: The initial term of this contract shall begin and end on the dates specified in Recital
A, unless sooner terminated as provided in this agreement.
5. Assi.qnment of Consultant's Personnel:
5.1. The services covered by this contract shall be rendered by, or under the supervision
of the person named in Recital A, who shall act as Consultant's representative in all
communications and transactions with City.
5.2. Consultant will endeavor to honor reasonable specific requests of City with regard
to assignment of Consultant's employees to perform services covered by this contract if the
requests are consistent with sound business and professional practices.
6. Authority of Contracting Officer: The Contracting Officer for this contract is named in Recital
A. The Contracting Officer shall have the authority to act on behalf of City in the administration
and interpretation of this contract.
7. Responsibilities of City: City will provide information, documents, materials and services that
are within the possession or control of City and are required by Consultant for performance of
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the services. City shall cooperate fully with Consultant to achieve the objectives of this contract.
8. Payment: City shall pay Consultant for services performed by Consultant the sum stated in
Recital A. Consultant shall submit monthly invoices to City for Consultant's services within ten
days after the end of the month covered by the invoice. City shall pay Consultant within thirty
days after receipt and approval of the invoice.
9. Compliance with Law: The provisions of this contract shall be construed in accordance with
the laws of the State of Oregon. Consultant agrees that while providing services covered by this
contract, Consultant will comply with all applicable state, federal and local laws, rules, regulations
and ordinances including, but not limited to, the laws and rules cited in this paragraph. Any
provision of this contract in conflict with applicable laws, rules, regulations or ordinances is void.
10. Ownership of Documents: All documents prepared by Consultant pursuant to this contract
shall be the property of City.
11. Records: Consultant shall keep proper books of account and other records pertaining to the
services Consultant provides to City. The books and records shall be made available at a
location reasonably accessible to City, who may inspect all such books and records, at
reasonable times, to verify Consultant's compliance with this contract. City shall have the right
to request an annual audit of Consultant's books and records by a certified public accountant
chosen by City to determine Consultant's compliance with the terms of this contract. The cost
of the audit shall be borne by City.
12. Default: A default shall occur under any of the following circumstances:
12.1. If the Consultant fails to begin the work under contract within the time specified, or
fails to perform the work with sufficient workers or equipment or with sufficient matedHals to insure
the prompt completion of the project, or shall neglect or refuse to remove matedHals or perform
anew such work as shall be rejected as defective or unsuitable, or shall discontinue the
prosecution of the work.
12.2. If the Consultant shall become insolvent or declared bankrupt, or commit any act
of bankruptcy or insolvency, or allow any final judgment to stand against the Consultant
unsatisfied for a period of 48 hours, or shall make an assignment for the benefit of creditors.
12.3. If either party fails to perform any act or obligation required of that party by this
contract within ten days after the other party gives written notice specifying the nature of the
breach with reasonable particularity. If the breach specified in the notice is of such a nature that
it cannot be completely cured within the ten day period, no default shall occur if the party
receiving the notice begins performance of the act or obligation within the thirty day pedod and
thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as
practicable.
12.4. Notwithstanding subparagraphs 14.1 through 14.3, either party may declare a
default by written notice to the other party, without allowing an opportunity to cure, if the other
party repeatedly breaches the terms of this agreement.
13. Remedies: If a default occurs, the party injured by the default may elect to terminate this
contract and pursue any equitable or legal rights and remedies available under Oregon law. All
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remedies shall be cumulative.
13.1. In addition to the dghts and remedies to which the City may be entitled by law for
the enforcement of its dghts under this contract, City shall have full power and authority, without
violating this contract, to take the prosecution of the work from the Consultant, and appropriate
or use any or all of the materials and equipment on the ground that may be suitable and
acceptable and may cause a contract for the completion of this contract according to its terms
and provisions, or use such methods as required for the completion of the contract, in any
acceptable manner. All costs and charges incurred by the City together with the costs of
completing the work under the contact, shall be deducted from any money due or which shall
become due the Consultant. In case the expense so incurred by the City shall be less than the
sum which would have been payable under the contract if it had been completed by the
Consultant, then the Consultant shall be entitled to receive the difference less any damages for
delay to which the City may be entitled. In case such expense shall exceed the sum which would
have been payable under the contract, the Consultant and the surety shall be liable and agree
to and shall pay the City the amount of the excess with damages for delay of performance, if
any.
13.2. Any litigation adsing out of this contract shall be conducted in Circuit Court or
Distdct Court of the State of Oregon for Jackson County.
14. Termination without Cause:
14.1. In addition to the dght to terminate this contract under paragraph 15, City shall
have the dght to terminate giving Consultant wdtten notice sixty days pdor to the termination
date.
14.2. In the event that City requests termination of services under this subparagraph,
Consultant reserves the right to complete such analyses and records as may be necessary to
place its files in order and, where considered necessary to protect its professional reputation, to
complete a report on the work performed to date of termination.
14.3. If this contract is terminated under this subparagraph, Consultant shall be paid for
all fees earned and costs incurred pdor to the termination date. Consultant shall not be entitled
to compensated for lost profits.
15. Notices: Any notice required to be given under this contract or any notice required to be
given by law shall be in writing and may be given by personal delivery or by registered or
certified mail, or by any other manner prescribed by law. Notices to City shall be addressed as
indicated in Recital A and notices to Consultant shall be addressed as indicated in Recital A.
16. Assi.qnment: City and Consultant and the respective successors, administrators, assigns
and legal representatives of each are bound by this contract to the other party to this contract
and to the partners, successors, administrators, assigns and legal representatives of such other
party. Consultant shall not assign or subcontract Consultant's rights or obligations under this
contract without prior written consent of City. Except as stated in this subparagraph, nothing in
this contract shall be construed to give any rights or benefits to anyone other than City and
Consultant.
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7. City Benefits: This contract is not intended to entitle the principals or employees of
Consultant to any benefits generally granted to City employees. Without limitation, but by way
of illustration, the benefits which are not intended to be extended by this contract are vacation,
holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and
disability insurance, overtime, social security, workers' compensation, unemployment
compensation, or retirement benefits (except insofar as benefits are otherwise required by law
if the Consultant is presently a member of the Public Employees Retirement System).
18. Severability: If any provision of this contract shall be held to be invalid or illegal, such
invalidity or illegality shall not affect any other provisions of this contract, and this contract shall
be construed as if such invalid or illegal provision had never been included in the contract.
19. Modification No modification of this contract shall be valid unless in writing and signed by
the parties.
20. No Waiver: No term or provision of this contract shall be deemed waived and no breach
excused, unless such waiver is wdtten and signed by the party claimed to have made the waiver.
Any waiver of a breach shall not constitute a waiver of any other different or subsequent breach.
21. Prior Agreements: The contract documents constitute the entire, final and complete
agreement of the parties pertaining to the services, and supersede and replace all pdor and
existing wdtten or oral understandings except as otherwise continued in effect by the terms of
this contract.
24. Change Orders: Changes in the contract work that will materially change the scope or
design, or cause the agreed contract pdce to change, should all be set forth in a written change
order, executed by an authorized representative of the City and an authorized representative of
consultant. Changes in the work shall be performed under applicable provisions in the contract
documents. The change order shall set forth any change in the scope, design, or manner of
performing the work, a description of any change required in any existing schedule for the work
necessitated by the change, and any change in the agreed contract price necessitated by the
change, whether upward or downward.
CONSULTANT /~,~
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ENT
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REV/I.~WED AS TO FORM
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Date:
Coding
(for City use only)
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CITY OF
ASHLAND
CITY HALL
ASHLAND, OREGON 97520
TO:
Barbara Christensen
City Recorder
NOTICE OF TRANSMITTAL
DATE
PROJECT
JOB NO.
SUBJECT
03\16\98
Aerial Photography and Mapping
97-45
Contract
THE FOLLOWING ITEMS ARE BEING SENT TO YOU:
1.One original signed contract for the Ashland Aerial Photo and Mapping Project.
ENCLOSED X
UNDER SEPARATE COVER
REMARKS: For Filing
COPIES TO:
(c:\engineer\no~rans.frm
Department of Public Works ~
Engineering Division
By: James H. Olson
Title: Assistant City Engineer