HomeMy WebLinkAboutArizona Board of Regents; 2007-07-21;AGREEMENT FOR SCENARIO VISUALIZATIONS FOR GROWTH PLANNING
SERVICES
ARIZONA BOARD OF REGENTS (ARIZONA STATE UNIVERISITY)
/,
IS AGREEMENT is made and entered into as of the &•?/•* day of
o^i , 2007 , by and between the CITY OF CARLSBAD, a municipal
corporation, rCity"), and Arizona Board of Regents for and on behalf of Arizona State
University (ASU), ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced
in developing data-driven scenario visualizations for growth planning.
B. Contractor has the necessary experience in providing professional
services and advice related to creating design and systems modeling resulting in a 3-D
interactive visualization that can be easily shared with key parties.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of eight (8) months from the
date first above written. The City Manager may amend the Agreement to extend it for
one additional one (1) year periods or parts thereof in an amount not to exceed fifty
thousand dollars ($50,000) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be fifty thousand dollars ($50,000) on a cost-reimbursable basis. The City shall remit
not less than twenty-five percent (25%) of the total contract price upon execution by
both parties of this Agreement. The remaining balance shall be paid upon presentation
of invoices by the Contractor. Invoices shall be sent no more frequently than monthly
and are due thirty (30) days after receipt. No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement.
The City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without notifying City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City
for the acts and omissions of Contractor's subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as Contractor is for the acts and
omissions of persons directly employed by Contractor. Nothing contained in this
Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
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the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
ASU maintains general liability insurance and worker's compensation coverage for
liabilities arising from the acts or omissions of its employees, as required by state law
and pertinent federal laws and regulations under the State of Arizona Risk Management
Plan.
The State of Arizona maintains for all its departments, agencies, boards, commissions,
and employees insurance and self-insurance in accordance with Arizona Revised
Statutes §§ 41-621 and 41-622 through the Arizona Department of Administration Risk
Management Section. Coverage includes commercial general liability, commercial
automobile liability, ASU owned or leased property, and workers' compensation.
ASU will flow down insurance requirements to any of its Subcontractors. References to
"Contractor" will mean "Subcontractor" in the following paragraphs:
Contractor will maintain this insurance for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California.
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11. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
12. OWNERSHIP OF DOCUMENTS
All work product delivered by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. Any underlying process is owned by
Contractor, In the event this Agreement is terminated, all work product produced by
Contractor or its agents, employees and subcontractors pursuant to this Agreement will
be delivered at once to City. Contractor will have the right to make one (1) copy of the
work product for Contractor's records.
13. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name Sandra Holder Name Dudley Sharp
Title Community Development Director Title Assistant Director
Department Community Development Address P O Box 873503
City of Carlsbad Tempe. AZ 85287-3503
Address 1635 Faraday Avenue Phone No. (480) 965-0273
Carlsbad. CA 92008
Phone No. (760)602-2710
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
14. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
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Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
Additionally, this Agreement may be canceled if any person significantly involved in
initiating, negotiating, securing, drafting or creating this Agreement on behalf of
Contractor is an employee, consultant, or agent of any other party to this Agreement.
15. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
16. DISCRIMINATION AND HARASSMENT PROHIBITED
The parties agree to comply with all applicable state and federal laws, rules, regulations
and executive orders governing equal employment opportunity, immigration,
nondiscrimination, harassment, including the Americans with Disabilities Act, and
affirmative action.
17. DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to
this agreement or the breach thereof, the parties hereto shall use their reasonable
efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall
consult and negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to both parties.
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18. TERMINATION
In the event of written notice of the Contractor's failure to prosecute, deliver, or perform
the Services, the Contractor will have ten (10) business days to submit a resolution. If
the resolution is unsatisfactory, City may terminate this Agreement for nonperformance
by notifying Contractor by certified mail of the termination. If City decides to abandon or
indefinitely postpone the work or services contemplated by this Agreement, City may
terminate this Agreement upon written notice to Contractor. Upon notification of
termination, Contractor has five (5) business days to deliver any documents owned by
City and all work in progress to City address contained in this Agreement. City will make
a determination of fact based upon the work product delivered to City and of the
percentage of work that Contractor has performed which is usable and of worth to City
in having the Agreement completed. Based upon that finding City will determine the final
payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
19. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
20. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
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proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
21. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
22. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement nor any part of it,
nor any monies due or to become due under it, may be assigned by Contractor without
the prior consent of City, which shall not be unreasonably withheld.
23. CONFIDENTIALITY
Any other provision of this Agreement to the contrary notwithstanding, the parties
acknowledge that Arizona State University is a public institution, and as such is subject
the Arizona Public Records Act, Section 39-101, et seq, Arizona Revised Statutes. Any
provision regarding confidentiality is limited to the extent necessary to comply with the
provisions of state law. The University agrees to keep confidential any and all
information and/or documents designated as confidential or proprietary by the other
party to the fullest extent permitted by law. In the event a public records request is
made for information and/or documents designated as confidential or proprietary, the
University will notify the other party as soon as possible.
24. NEWS RELEASE
Neither party may use the other party's name in news releases, publicity, advertising, or
other promotion, without the prior written consent of the other party, except for
documents for internal use.
25. SERVICE MARKS AND TRADEMARKS
Neither party shall use any service marks, trademarks, logos or other marks of the other
party without the express written approval of the other party. The use of any marks must
comply with the owner's requirements, including using the "circle R" indication of a
registered trademark.
26. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
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Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
27. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
ARIZONA BOARD OF REGENTS
For Arizona State University
s~l \ )
*Bv:
CITY OF CARLSBAD, a municipal
corporation of the State of California
Q/J>-7 Q_—A
Byf J*>uv^./Y ^^ ^—'
ity Manager or Mayor
ATTEST:
Director, Research Administration
(print name/title)
cheryl.conover@asu.edu
(e-mail address)RAIN EM. WOOD A*
ity Clerk U U
If required by City, proper notarial acknowledgment of execution by contractc*,
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
"Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
'•"V- C1•• -4. C
APPROVED AS TO FORM:
RONALD R. 0ALL, C\^/ Attorney
By:.
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m
EXHIBIT "A"
SCOPE OF SERVICES
DECISION THEATER
ARIZONA STATE UNIVERSITY
The Decision Theater at Arizona State University
City of Carlsbad
March 29, 2007
Project Name: City of Carlsbad—Redevelopment of The Village
Client contact:
Sandra L Holder
Community Development Director
1635 Faraday Avenue
Carlsbad, California 92008
760-602-8560
shold@ci.carlsbad.ca.us
DT Project Managers:
Deirdre Hahn, Ph.D. (480) 965-9512;
deirdre.hahn@asu.edu
Gary Graf, 480-965-4098
glqraf@asu.edu
Projected Start Date: May 1, 2007
Projected End Date: December 31, 2007
Estimated Budget: $50,000
Project Staff:
Graphics Programmer
graphic Designer
IS Technician
Technical Support
EXECUTIVE SUMMARY
ASU's Decision Theater will create a visual story for the City of Carlsbad so that
it can be easily shared with key parties. Using multiple data layers that will come
from the sponsor and its partners (i.e., architects, planning consultants, design
groups) the Decision Theater can render scenarios and other information in
striking detail. These interactive visualizations will illustrate the impact of the
redevelopment project in City of Carlsbad. The Decision Theater has
collaborated with the Arizona cities of Buckeye, Gilbert, Litchfield Park, Peoria,
Phoenix, Scottsdale, Surprise, and Tempe, regional groups, and developers in
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data-driven scenario visualizations for growth planning. Presentations by the
Decision Theater will:
• Support rapid understanding of the redevelopment that will shape the
Village.
• Create visual compilations of potential scenarios
• Illustrate challenges in critical areas that can be missed in traditional land
plans and static images.
The Decision Theater also may be the setting for up to three groups from the City
of Carlsbad to evaluate the visual model and participate in workshops to make
decisions about the redevelopment plans. Following these on-site DT meetings,
the visualization will be packaged to port to the City of Carlsbad and shared with
other stakeholders.
PROJECT SCOPE
The Decision Theater project team along with the City of Carlsbad's identified partner will work to
create an immersive presentation of the Carlsbad development. The 7-screen Theater
environment will be used to combine topography, land plans, low and/or high resolution aerial
imagery and representative buildings at the location of the property under consideration. It is
acknowledged that visualization may allow realistic viewing and provide perspective on
elevations, articulation and context of the redevelopment potential.
Additionally, raising the height of several proposed buildings will be interactive
and viewable from several camera views in and around the development area.
The intent is make real time changes in terms of differences in proposed building
height increases. Participants will get a feel for the potential height scenarios of
the community as well as the relationship and context to the environment in
which these buildings may exist.
TECHNICAL APPROACH
• DT will create 3D topography of property region using sponsor provided GIS and XYZ
coordinates for property to be modeled.
• Sponsor to provide high resolution aerial photography, which will be augmented with
available low resolution aerial imagery for surrounding terrain between 3-10 miles. Additional
aerial imagery may need to be purchased depending on availability by sponsor and ASU, in
which case, an addendum to the project scope and budget may be added.
• Sponsor to provide proposed building models/footprints, land plans drawings, high resolution
digital imagery for buildings, to represent textures in the community.
• DT and Project Sponsor will integrate building models, terrain, aerial images, digital imagery
of buildings and highway, and land plans, as available, into topography for 3D and/or 2D
viewing
• DT to integrate the major mountains or other land features in the distance at ~10 meters to
orient viewers to location and direction
• Interactive building heights between current approved height and proposed height increases
will be integrated into the model by the DT, for those buildings only
• NOT to model buildings outside of region, unless building models for the surrounding
proposed development area are provided to the DT for integration.
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• May need to reduce resolution of immediate terrain aerials to fit all imagery into memory.
DELIVERABLES AND PRESENTATION
A) Up to three presentations to the City of Carlsbad stakeholder groups
B) Use of Executive Conference Room for additional participants and
viewing/catering/meeting space during the presentations
C) Image overlay(s) of property elements provided by the sponsor with
the ability to walk "fly" the property and surrounding modeled terrain.
D) Build out the additional surrounding topography and aerial imagery
between 3-10 mile radius with detection of major mountains and/or
natural features in the distance.
E) Interactivity for height increases of proposed buildings
F) Programming for "walking terrain" at 57 and other variable heights
G) Additional development planning elements such as photographs,
artists renderings and/or PowerPoint,a s provided by the sponsor
group, can augment the custom model presentation in the Theater.
H) Technical support staff will be provided to assist in the visual
presentations in the drum.
I) Technical support staff will be provided to assist with the computer and
projector equipment in the executive conference room.
J) Files of the final visualization to be provided to the City of Carlsbad so
the sponsor can share the model with local stakeholder groups.
K) DT Staff members will be provided for the session period to assist with
security, building access and organizing catering deliveries, material
unloading/loading, receiving guests, directions, parking, etc.
Any participant data collection will be the responsibility of City of Carlsbad and
their facilitators, unless otherwise requested.Vide o recordings of the session
presentation can be provided upon request by sponsor prior to start of session.
Catering will be provided upon request.Th e Decision Theater hosts and
maintains leading edge technology for immersive visualizations of customized
models for decision making and planning. In rare instances, technology
components may fail or require maintenance prior to or during a presentation. If
this should occur, Decision Theater professional staff will do everything possible
to repair the issue or make immediate accommodations for an alternative
presentation for the sponsor. This may require a delay in the
presentation/deliverable itself, or a rescheduling of the presentation/deliverables
for a later date.
NEXT STEPS
Following the initial model completion and presentation, next project steps may include
• Add sustainability components to the development
• Add a transportation overlay
• Examine additional community development requirements
• Facilitated, structured collaborative sessions (either on-site or in Carlsbad)
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• Additional presentations to potential tenants with added information about the community
and retail opportunities (informatics, call-outs, etc.)
• Transfer 3D models to Google Earth applications for use by sponsor outside the theater.
BUDGET
Theater usage $250
hr
Labor $80 hr
Materials TBD based on project
scope
Travel Labor + travel
costs
Arizona State University/Decision Theater will invoice City of Carlsbad each
month only for scheduled and executed activities within the list above. Prices
include all Decision Theater and Arizona State University costs, including
visualization facilities, labor, computing, and overhead. The Decision Theater will
only invoice for actual activities, approved by sponsor, that take place in any of
the above DT environments or in City of Carlsbad, not to exceed $50,000.
Following start of project, modifications to project requirements may incur
additional charges and may require addendums to the project scope and budget
and/or separate cost invoicing. See contract attached for additional information.
This proposal is good for 30 days. See contract for additional information.
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WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by:_
< (Name and Department) ' Date
Proposed modification(s) to the fl L-(— _ requirement(s) for
(Type of insurance) ''(Name of contract)
I I Reduce coverage to the amount of :
JQ' Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
I [Significance of Contractor: Contractor has previous experience with the City .that is important to the
efficiency of completing the scope of work and the quality of the work-product, [explain]
[XISignificance of Contractor: Contractor has unique skills and there are few if any^alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable] £
T
^Contract Amount/Term of Contract: $ . Work will be completed over a period of
(^Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
I [Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
Approved by Risk ManaRer for this contract only:
(Signature) (Date)
H:\WORD\lnsurance\Admin Order #68 waiver modify insurance requirements.doc