Full Text
AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO PAVEMENT CONDITION UPDATE FOR CARTEGRAPH ANALYSIS BETWEEN CITY OF MOSCOW, IDAHO AND MDS TECHNOLOGIES, INC. THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO PAVEMENT CONDITION UPDATE FOR CARTEGRAPH ANALYSIS BETWEEN CITY OF MOSCOW, IDAHO AND MDECHNOLOGI ES, INC. (hereinafter "Agreement"), is made and entered into this day of yj \ , 2017, by and between the City of Moscow, Idaho, a municipal corporation of the stte of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and MDS Technologies, Inc., 350 South Northwest Highway, Suite 300, Park Ridge, Illinois, 60068 (hereinafter "ENGINEER"). W I T N E S S E T H: WHEREAS, CITY desires to update the pavement management system database to assist CITY staff with the task of managing CITY' s pavements, to include an evaluation of their condition, and a determination of the most cost effective maintenance and preservation treatments, (hereinafter "PROJECT"); and WHEREAS, CITY Public Works Department has selected the above-referenced ENGINEER to complete the Scope of Work identified herein; and WHEREAS, ENGINEER has prepared the Scope of Work which 1s incorporated into this Agreement; and WHEREAS, CITY wishes ENGINEER to complete the Scope of Work pursuant to this Agreement; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SCOPE OF WORK A. Prepare for Fieldwork ENGINEER will work with CITY staff to review and confirm the road segments to be included in the PROJECT. As part of this task, ENGINEER will also acquire any updated GIS pavement centerline data from CITY that will assist ENGINEER in executing the PROJECT. Updated GIS pavement centerline data will be loaded onto the onboard computers in the ENGINEER's data collection vehicle for reference during the fieldwork phase of the PROJECT. ENGINEER will also need to acquire data from CITY's PavementView database to facilitate the pavement evaluation task and to prepare the data for upload to the CITY' s system (if any changes have been made by CITY staff since it was installed). PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MDS TECHNOLOGIES AND CITY PAGE 1 OF6 2Dl/-D33 ---PAGE BREAK--- This Task also involves mobilizing ENGINEER's field equipment and staff to Moscow. ENGINEER assumes that ENGINEER will be able to store its data collection vehicle overnight in an unobtrusive area of the fenced public works yard as ENGINEER has done in the past. B. Field Work ENGINEER will assess the condition of approximately eighty three (83) centerline miles of CITY streets using a vehicle based approach to capture pavement inventory and condition data. Geo-referenced digital images of CITY's roads will be captured using ENGINEER's vehicle based technology. Four lane roads will be driven in both directions. As before, a two camera system will be used. A forward looking camera mounted on the roof of the vehicle will capture pavement condition as part of a general streetscape view. A second camera, mounted on the roof at the rear of the vehicle, will provide a downward view capturing detailed pavement related data. This imagery will be captured at approximately fifteen foot (15') intervals for all CITY maintained pavements included in the Scope of Work. C. Pavement Condition Evaluation The digital imagery will be viewed in an office environment to assess the condition of each road segment in a manner consistent with previous assignments. A specially designed software application is used to play back the images and display their location on a map. A trained technician views the images frame by frame and assesses the severity and extent of various distresses that occur on each road segment. Using software tools built for this purpose, ENGINEER will mark the location, severity, and extent of the distresses along each segment. D. Create Import Files, Provide Data, and Support Upload Once acquired, the pavement condition data will be formatted for upload into the CITY' s PavementView database. The Cartegraph Import/Export Data feature will be used to import the data using the same procedure that has been used successfully in the past. ENGINEER will provide web and telephone assistance to CITY staff during the upload process to ensure and confirm that the data has been loaded and new PCI scores have been calculated correctly. Pavement Condition scores will be calculated for each segment after the inspection data is loaded into the CITY's PavementView database. In PavementView, pavement condition scores will be related as the Distress Index (DI). These scores will range from one hundred (100) [excellent] to zero [failed]. E. PROJECT Schedule ENGINEER to perform this PROJECT over a period of approximately three months. Fieldwork to be initiated within three weeks of our receipt of authorization to proceed. F. Fee Schedule ENGINEER's lump sum fee to provide these services is shown below. ENGINEER will submit invoices to CITY on a cycle. Invoiced amounts will be pro-rated based on percent complete by Task. Payment terms are Net Thirty (30) days. This proposal is valid for ninety (90) days. G. Provide Updated AVI files for Each Segment PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MDS TECHNOLOGIES AND CITY PAGE20F6 ---PAGE BREAK--- ENGINEER to provide updated imagery in AVI format for each road segment. Both the forward and downward views shall be provided. A Cartegraph import file will be provided so that the imagery associated with each segment can be viewed within PavementView. In addition, a GIS shape file will be created with attribute fields populated with the path to the AVI files so that the Hyperlink tool can be used in GIS to access the video simply by clicking on the desired segment. H. PROJECT Fee Schedule Task Fee Core Tasks: Prepare for Fieldwork $ 1,950 Field Work $ 8,250 Pavement Condition Evaluation $ 8,650 Create Import Files and Support Upload $ 1,100 Digital Imagery-A VI Files $ 3,200 Total: $23,150 I. Requirements of CITY: 1. Provide a GIS pavement centerline file showing the road segments to be included in the PROJECT; 2. Provide GIS ortho-photography (if available); 3. Attend a PROJECT Meeting prior to the start of the field work; 4. Allow remote access to a CITY computer with PavementView installed; and, 5. Allow ENGINEER to park the data collection vehicle in a secure area of the public works yard and allow access to this area during non-working hours SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEER and CITY by the terms of this Agreement. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Engineering Services 1. Payment for all services described in this Agreement is provided in accordance with the cost described in the following Section II.B.2. PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MDS TECHNOLOGIES AND CITY PAGE3 OF6 ---PAGE BREAK--- 2. The cost for engineering services for PROJECT as described in Section I, Scope of Work, is a lump sum fee of Twenty Three Thousand, One Hundred Fifty Dollars ($23,150), which includes all fixed fees (profit), overhead, and direct costs. 3. Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to CITY Engineer for approval and payment. 4. Payment is due upon receipt of ENGINEER's statement(s). 5. CITY and ENGINEER may mutually agree to re-allocate tasks. SECTION III: A. Termination of Agreement This Agreement may be terminated by ENGINEER upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings and other information described in Section I. B. to ENGINEER supporting this PROJECT. D. Termination of PROJECT If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEER for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. ENGINEER's Insurance ENGINEER shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Comprehensive General Liability Insurance coverage. The Comprehensive General Liability Insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MDS TECHNOLOGIES AND CITY PAGE40F6 ---PAGE BREAK--- F. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this Agreement, to the extent that ENGINEER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnify CITY for CITY's sole negligence. G. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. I. Binding of Successors CITY and ENGINEER each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. J. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. ENGINEER may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. K. CITY'S Representatives CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. L. Conflict oflnterest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. M. Ownership and Publication of Materials PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MOS TECHNOLOGIES AND CITY PAGE5 OF6 ---PAGE BREAK--- All reports, information, data and other materials prepared by ENGINEER pursuant to this Agreement shall be the property of CITY, which shall have the exclusive and unrestricted authority to release, publish, or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of CITY. N. Non-discrimination ENGINEER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by Federal, State, or Local law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER CITY MDS Technologies, Inc. > \1A- Trev6r T. Triffo, riJlcipaJ DATED this 14111 day of_ïð-L- 2017. STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) ACKNOWLEDGMENT On this \Lf1" day of R \L , 2017, before me, a Notary Public in and for said State, appeared Trevor T. Triffo, known to me to be the person named above and acknowledged that he executed the foregoing document as a duly authorized representative for MDS Technologies, Inc. PROFESSIONAL ENGINEERING SERVICES - CARTOGRAPHY UPDATE MDS TECHNOLOGIES AND CITY PAGE60F6