Okaloosa County BOCC — February 3, 2015 — SimWrightContract 02 03 15 — reading text

SimWright, Professional Engineering Services Contract Executive Summary: There exists within the county a need to provide and develop on-demand responsive incident imagery, GIS mapping and related geospatial telecommunication products. The advent of cost­ effective high-quality imagery and accurate orthomosaic maps enabled by low-cost digital aerial imagery systems provides the county with mechanisms to secure on-demand quick-turnaround GIS base map data to provide to their customers within the county. CUlTently orthomosaics and elevation contours are created from low altitude, high resolution Lidar and aerial photography that are tightly controlled to the surface of the earth. This process is both time consuming and very expensive. Hundreds of spatially accurate targets must be placed on the surface of the earth, each with horizontal and vertical coordinates. SimWright will work together with Okaloosa County personnel to develop and deliver systems and software to enable the delivery of imagery and related geospatial products. 'fhe processed digital imagery consists of stereo pairs usable in the GIS Division's "StereoGIS" application. The stereo imagery is further processed to create highly accurate digital elevation models (DEM) to support required contouring and other planimetrics such as roads, building outlines, concrete features, water body boundaries, manholes, fire hydrants. The DEM and other planimetric data will be used for the county-wide projects, water and sewer engineering projects, and all other enterprise related GIS projects. SimWright will provide GIS engineering services including expertise in Unmanned Aerial Systems (UAS) that includes both the acquisition and modification of the aerial platform itself, as well as the camera payloads that provide surveillance and reconnaissance capabilities, provide capabilities in collecting imagery and developing stereoscopic and orthomosaic products for ingestion into ESRI and StereoGIS toolsets that are currently utilized by the County, support the acquisition and procurement of UAS platforms together with the integration of custom cameras and ground support software to collect and disseminate the imagery products to entities within and associated with the County, provide capabilities in the process of establishing FAA approval via Certificate of Authorizati.on (COA) to the County to allow it to operate the UAS within the national airspace, specifications and contract documents, preparation of cost estimates, contract administration, and any other type of project which may be under the purview of the Information Systems Department. The nature of the service will be to provide ongoing support and coordination in order to enhance and ensure proper implementation of the aforementioned system components. Services of the consultant shall be under the general direction of the County Department Director initiating the work or his or her designee, who shall act as the County's representative during the performance of the scope of services. This Agreement made on , 2015 between Board of County Commissioners, Okaloosa County, FL (CLIENT), whose address is 302 N Main Street, Crestview, FL 32536, and Sim Wright, IncjCONSULTANT), a Florida Corporation having a Florida office located at 2053 Fountain Professional Court, Suite A, Navarre, FL 32566. RECITALS WHEREAS, CLIENT will require the services of qualified firms to perform certain professional and technical services for CLIENT's projects, as determined by the CLIENT; and WHEREAS, pursuant to Section 287.055, Florida Statutes, CLIENT has selected CONSULTANT through a competitive process; and WHEREAS, the CONSULTANT has the expertise and has thorough knowledge of such services, and has presented its expertise and knowledge in the statement of qualifications the CONSULTANT submitted to CLIENT dated August 8 th , 2014 in response to RFQ #IS 62-14 Professional Engineering Services for Geographic Information Systems (GIS); and NOW, THEREFORE, in consideration of the mutual promises herein, CLIENT and the CONSULTANT agree as follows: SECTION 1. BASIC SERVICES 1.1 Recitals. The recitals set forth above are true and correct and are incorporated here in as essential terms of this Agreement. 1.2 Basic Services. The services to be performed under this Agreement shall be specifically described for each Assignment in individual Task Orders written and executed in accordance with this Agreement. On an as-needed basis, CLIENT will issue Task Orders to the CONSULTANT describing the work required for each Assignment to be undertaken under this Agreement. In response, the CONSULTANT will prepare a scope of work and cost estimate which shall become part of the Task Order upon execution by both parties. No work will commence until a fully executed Task Order is received by the CONSULTANT. 1.3 Term of Agreement. This Agreement will become effective upon completion of signatures by both parties and will run through February 16, 2018. This Agreement may be renewed one (1) time for a three (3) year increment upon signed agreement by both parties . When this Agreement expires, it will be automatically extended for any 1  individual executed Task Order until the scope of work is completed and final invoice is paid. Regarding a previous contract (if applicable), any existing Task Orders for work not yet completed shall proceed and be extended under the terms and conditions of the previous contract. SECTION 2. ADDITIONAL SERVICES 2.1 Written Authorization. Additional services may be required in carrying out the work in each Task Order. These Additional Services will be undertaken only upon written amendment to a Task Order and upon authorization by CLIENT. SECTION 3. OBLIGATIONS OF CLIENT 3.1 Client Responsibilities . It is agreed that certain obligations shall be performed or furnished by CLIENT. These obligations include: 3.1.1 Designating a representative who shall have authority to transmit instructions, receive information and enunciate CLIENT's policies an'd decisions; CLIENT's representative shall be identified in each Task Order. 3.1.2 Arranging for and holding promptly any required meetings. 3.1.3 Proving access to and obtaining permission for the CONSULTANT to enter upon public and/or private lands as required for CONSULTANT to perform surveys, observations, or other necessary functions. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT. 3.1.4 Making available to the CONSULTANT all known existing information which may, in any way, be pertinent to the work herein described. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT. 3.1.5 Responding within a reasonable time to the CONSULTANT's requests for written decisions or determinations, pertaining to the work, so as not to delay the services of the CONSULTANT. 3.l.6 Giving prompt written notice to the CONSULTANT whenever CLIENT becomes aware of any event, occurrence, condition or circumstance which may substantially affect the CONSULTANT's performance of services under this Agreement. 3.2 Contractor Indemnification and Claims. 3.2.1 CLIENT agrees to include the provisions of Section 1l.17 of this Agreement in all construction contracts with contractors. 2  3.2.2 CLIENT agrees to include provisions providing contractor indemnification of CLIENT and CONSULTANT for other contractor's negligence. 3.2.3 CLIENT shall require construction contractor(s) to name CLIENT and CONSULTANT as additional insured on the contractor's general liability insurance policy. 3.2.4 CLIENT agrees to include the following clause in all contracts with equipment or materials suppliers: "Contractors, subcontractors, and equipment and material supplies on the Project, or their sureties, shall maintain no direct action against CONSULTANT, CONSULTANT's officers, employees, affiliated corporations, and subcontractors for any claim arising out of, in connection with, or resulting from the CONSULTANT services performed. CLIENT will be the only beneficiary ofany undertaking by CONSULTANT. " 3.2.5 Changes. CLIENT may make or approve changes within the Scope of Services under a Task Order. If such changes affect CONSULTANT's cost of or time for performance of the Services, an equitable adjustment may be made through an amendment to the affected Task Order. SECTION 4. TIME SCHEDULE 4.1 Authorization. Unless otherwise directed by CLIENT, the CONSULTANT shall commence the performance of the Basic Services upon execution of a Task Order by both palties which shall constitute Authorization to Proceed. 4.2 Additional Services. Performance of any of the Additional Services described in Section 2 will commence as described in an executed written amendment to a Task Order by CLIENT and shall be completed in accordance with a schedule set forth in the authorization. SECTION 5. AMOUNT AND METHOD OF PAYMENT 5.1 Method of Payment. For services provided under Section 1, Basic Services, and Section 2, Additional Services, payment shall be made in accordance with the Task Order. CONSULTANT will submit invoices for each Task Order to CLIENT each month covering services completed to date and for those deliverables being completed and submitted. In addition, invoice shall include, as applicable, materials and equipment delivery and stored on-site or off-site. Each invoice will be prepared in CONSULTANT's standard form and supported by documentation according to CONSULTANT's standard practice. Within 30 days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums which it may reasonably dispute or contest. If the parties are unable to resolve the matter within 30 days, only that portion so 3  reasonably contested may be withheld from payment. Invoices will be numbered sequentially and specify the time period for charges, the work performed, the amount requested for that invoice and a total amount paid to date and budget remaining. The CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT's final/last invoice to the CLIENT. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the CLIENT. This invoice shall close this Task Order to future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the CLIENT for approval and acceptance, and before being eligible for payment of any amounts due, all documents and materials required by the respective Task Order. 5.2 Compensation. The compensation for Services to be defined in each Task Order for each assignment to the