Loading...
HomeMy WebLinkAboutParticipating Entities of North County; 2014-07-23;COOPERATIVE AGREEMENT REGARDING ACQUISITION OF HiGH RESOLUTION ORTHO-PHOTOGRAPHY This Cooperative Agreement ("Agreement") is entered into by and between the City of Carlsbad ("Carlsbad"), and City of Del Mar, City of Encinitas, City of Escondido, City of Oceanside, City of Poway, City of San Marcos, City of Solana Beach, City of Vista, Vallecitos Water District, Valley Center Municipal Water District, and the Santa Fe Irrigation District (collectively "Participating Entities"), and shall be effective as of July 23rd , 2014. WHEREAS, Carlsbad and the Participating Entities (collectively "Participants") wish to acquire high resolution orthoimagery, lidar and related products for their respective geographic areas of interest (hereinafter referred to either as a particular Participant's "Imagery Project," or collectively as the Participants' "Imagery Projects"); and WHEREAS, acquisition of the Imagery Projects on a collaborative basis will result in improved information sharing among the Participants and significant cost savings to the Participants; and WHEREAS, Carlsbad is a municipal government agency in San Diego County with experience with projects similarto the Imagery Projects; and WHEREAS, Carlsbad has the authority to contract for special services on behalf of itself, other cities and an irrigation district pursuant to California Government Code Sections 37103 and 53060; and WHEREAS, the U.S. Geological Survey, United States Department ofthe Interior ("USGS") is the lead agency in selecting and contracting with a vendor to acquire high resolution, four-band orthoimagery and lidar-derived data for the urban and rural portions of San Diego County and Tijuana, Mexico; and WHEREAS, Carlsbad is one of five to seven regional agencies that will serve as a "collector" on behalf of itself and eleven Participating Entities in San Diego North County; and WHEREAS, Carlsbad, in its role as a collector, has entered into a Joint Funding Agreement ("JFA") with USGS for purposes of facilitating payment on behalf of Participating Entities; and WHEREAS, the Participating Entities have requested and Carlsbad has agreed to serve as the Contract Manager for the Imagery Projects as further defined in this Agreement and the JFA; NOW, THEREFORE, it is mutually understood and agreed to by Carlsbad and the Participating Entities as follows: 1. The Participants each agree to collaboratively fund its fair share of the Imagery Projects that is the subject matter of this Agreement and the JFA. The Participants are as follows: City of Carlsbad, City of Del Mar, City of Encinitas, City of Escondido, City of Oceanside, City of Poway, City of San Marcos, City of Solana Beach, City of Vista, Vallecitos Water District, Valley Center Municipal Water District, and the Santa Fe Irrigation District. 2. Carlsbad will serve as the "Contract Manager" for this Agreement to perform the functions set forth in the Scope of Work attached as Exhibit A. Carlsbad's "Project Manager" shall be Kari von Schlieder. 3. Each Participant shall execute this Agreement by submitting a signed Participant Scope and Signature Page designating its authorized representative along with either an approved resolution from the Participant's governing council or board committing the Participants share of the project cost, or a duly authorized Purchase Order for the full amount of the Participant's share of the cost of the Imagery Project as listed in Exhibit B - Agency Funding Schedule. Each Participant Signature Page shall specify the dollar amount of the Participant's fair share of the overall project cost for which the Participant has agreed to contribute toward completion of the Imagery Projects. 4. Each Participant shall bear any costs it incurs pursuant to this Agreement, plus actual costs of duplication, mailing, etc. incurred by the Project Manager as invoiced by the Project Manager without expectation of reimbursement or subsidization by any other Participant. 5. The Participants agree to form a project working group to complete the necessary work related to the Imagery Projects, including providing technical input, reviewing deliverables and providing comments and approvals and providing technical support in a timely manner. The Participants agree that staff for each Participant will cooperate fully in the exchange of information and will work together, under the administrative oversight of Carlsbad. 6. This Agreement does not reduce, expand, transfer, or alter in any way, any of the statutory or regulatory authorities and responsibilities of any of the signatories. For purposes of this Agreement, the relationship of the Participants is that of independent entities and not as agents of each other or as joint venturers or partners. The Participants shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. 7. Each Participant intends to use the products of the Imagery Project as it determines is appropriate, consistent with its respective authority. Each Participant is responsible for making its own determination as to the usefulness or as to the propriety of its use of or reliance upon the work product of any other Participant. It is not intended by this Agreement that any Participant represents or warrants that its work product is sufficient for the purposes to which any other Participant may wish to apply that work product. 8. Each Participant shall identify and inform each other Participant of the name of and contact information for a technical lead person to exchange information between the Participants concerning the Imagery Projects. 9. Each Participant agrees to cooperate and coordinate with Carlsbad and its staff, providing services required under this Agreement to the extent practicable in the performance of the Imagery Projects. 10. The Participants agree to work diligently together and in good faith, using their best efforts to resolve any unforeseen issues and disputes arising out of the performance of this Agreement. In the event of a dispute the complaining Participant shall submit a statement of the grounds for the dispute, including all pertinent dates, names of persons involved, and supporting documentation to the Project Manager. The Project Manager will review the documentation in a timely manner and reply to the Participant within 20 days. Upon receipt of an adverse decision by the Project Manager, the Participant may submit a request for reconsideration to the Contract Manager's City Manager. The request for reconsideration must be received within 10 days from the postmark date of the Project Manager's reply. The City Manager will respond to the request for reconsideration within 10 working days. The decision of the Contract Manager's City Manager will be final and in writing. 11. To the fullest extent permitted by law, the other Participants shall indemnify, defend and hold harmless the City of Carlsbad, its officers, agents and employees from and against any and all loss, damages, obligations, liabilities and expenses, including reasonable attorneys' fees, that arise directly or indirectly from its management of this Cooperative Agreement or from alleged act(s) of negligence or willful misconduct by Participants or any of their agents or employees. 12. This Agreement may only be modified or amended in writing and executed by the authorized representative of the relevant Participant(s). All modifications, amendments, changes, and revisions of this Agreement from time to time, in whole or in part, and from time to time, shall be binding upon the Participant(s). 13. This Agreement shall be governed by and construed with the relevant Federal, State of California, and local laws. Carlsbad warrants that in the performance of this Agreement, it shall comply with all Federal, State of California, and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated thereunder that apply to Carlsbad. 14. This Agreement, including all Exhibits and Participant Scope and Signature Pages and Council or Board Resolutions or Purchase Orders incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of the Agreement between the Participants and supersedes all prior representations, understandings, and communications. The invalidity in whole or part of any term or condition of this Agreement shall not affect the validity of other term(s) or condition(s). 15. Nothing in the provisions of this Agreement is intended to create duties, obligations to, or rights in third parties or affect the legal liability of the Participants in this Agreement to third parties. 16. Any notice sent by first class mail, postage paid, to the addresses and addressees listed in the Participant Scope and Signature Pages shall be deemed to have been given when in the ordinary course it would be delivered. The representatives of the Participants who are primarily responsible for the administration of this Agreement, and to whom notices, demands and communications shall be given are designated in the Participant Scope and Signature Pages. If any of the names and/or information listed in the Participant Scope and Signature Pages should change, the Participant making such changes shall notify the Project Manager in writing of the changes within five (5) days of effective date of such changes. 17. This Agreement may be executed in counterparts. This Agreement shall continue in full force and effect through June 30, 2015, unless terminated earlier by mutual written consent of all the Participants. The term of this Agreement may only be extended upon mutual written agreement by the Participants. Any Participant may withdraw from and terminate its participation in the Agreement by providing 30 days written notice to each other Participant hereto, provided that the terminating Participant shall bear the reasonable costs of terminating work it has requested under this Agreement through the date of its withdrawal from the Agreement, including any additional costs incurred due to higher unit rates being charged by a vendor or consultant for a reduced scope of work. iN WITNESS WHEREOF, the Participants hereto have caused this Agreement to be executed below by Carlsbad and on the attached Participant Scope and Signature Pages by the Participants. City of Carlsbad AS TO FORM APPROVED AS TO FORM I^OL G. EDMONSON Assistant City Attoiney City of Carisk>ad Exhibit A - Scope af Work The City of Carlsbad will perform the following tasks associated with the project: 1. Execute a Joint Funding Agreement and Statement of Work with the U.S. Geological Survey (USGS) to acquire the specified high resolution ortho-imagery and related products for all Participants named in this Cooperative Agreement. 2. Coordinate schedules and tasks with the USGS. 3. Act as point of contact between USGS and Participants on all project-related matters. 4. Issue invoices and collect project-funding payments from Participants on a monthly basis, with each Participant being invoiced a proportion of their total funding (see Exhibit B - Agency Funding Schedule) amount equal to the proportion of the total project cost reflected in each monthly invoice received by the City of Carlsbad from the USGS.. 5. Pay USGS upon receipt of invoices for work accomplished for the Participants, as per the Carlsbad/USGS Joint Funding Agreement and Statement of Work. 6. Coordinate the transfer of final products between the USGS and Participants for their respective areas of interest. Each participating agency will perform the following tasks associated with the project: 1. Submit payment to the City of Carlsbad, within 15 days of receipt, for invoices received for expenses incurred on the project. 2. Attend and participate in any relevant meetings, including project kick-off and project status meetings. Exhibit B - Agency Funding Schedule Agency Share of Project Budget Carlsbad - $24,685 Del Mar-$1,158 Encinitas-$15,480 Escondido-$31,173 Oceanside - $29,886 Poway-$25,181 San Marcos -$8,293 Solana Beach-$1,058 Vista - $22,464 Santa Fe Irrigation District - $8,203 Vallecitos Municipal Water District - $16,700 Valley Center Municipal Water District - $79,138 Totai Project Cost - $263,419 Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Page Participant Name: Citv of Carlsbad. California Participant Address: 1635 Faradav Ave. Carlsbad CA 92008-7314 Contact Phone Number: 760-602-2434 Contribution Amount: $24.685 Contact Person: Karl von Schlieder Contact Email: lcarl.vonschlieder(S>carlsbadca.qov Imagery Project Description: 39.06 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Reqardinq Acquisition of High Resoiution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement Steven Sarkozv Printed Name Citv Manager Title Signature Date S TO FORM PAUL G. EDMONSON Assistant City Attomey City of Carisbad Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name: Citv of Del Mar. Caiifornia Participant Address: 1050 Camino Del Mar, Del Mar, CA 92014 Contact Phone Number: 858-704-3638 Contribution Amount: $1.158 Contact Person: Emiiv Bernardo Contact Email: ebernardo@delmar.ca.us Imagery Project Description: 1.8 square miles for Lidar, 2' contours lines and 4" resolution natural color 4- band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Regarding Acquisition of High Resolution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Scott Huth City Manager Printed^Name Title Signature Date CITY OF DEL MAR 1050 CAMINO DEL MAR DEL MAR, CALIFORNIA 92014 Page 1 / 1 DATE 6/16/2014 PO NUMBER 53-00099 VENDOR: CITYOFCARLSBAD 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 (P) Terms: NET 30 Requested Delivery Date: Contract Number: Special Instructions: (F) SHIP TO: CITY OF DEL MAR 1050 CAMINO DEL MAR DEL MAR, CA 92014 Requisition Number:: 000374 Department: Contact: BERNARDO, EMILY Confirming? No CITY OF DEL MAR BILL TO: 1050 CAMINO DEL MAR DEL MAR, CALIFORNIA 92014 (858) 755-9354 THE ARTICLES COVERED BY THIS PURCHASE ORDER OR CONTRACT MUST CONFORM WITH THE SAFETY ORDERS OF THE STATE OF CALIFORNIA DIVISION OF PUBLIC SAFETY. SUBTOTAL TAX FREIGHT TOTAL 1,159.00 0.00 0.00 1,159.00 Account Number Amount Account Number Authorized Signature This order is subject to the terms & conditions shown on the face hereof. No changes may be made without the written consent of the purchaser. VENDOR COPY Amount ithorized Signature (over $1,000) Exhibit C - Participant Scope and Signature Pages Participant Scope and Signature Page Participant Name Citv of Encinitas, Galifornia Participant Address 505 S Vulcan Ave. Encinitas, CA 92024 Participant Phone Number 760-633-2665 Contribution Amount $15.480 Contact Person Wendy FIvnn Contact Email wflvnnO.encinitasca.gov Imagery Project Description: 25.57 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Agreement Regarding Acguisition of High Resoiution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Gus Vina Citv Manager Printed Name ''"^'"l Cci^yM^w.««y^. SigTiature ^ Date Purchase Order Fiscal Year 2015 Page 1 of 1 CITY MANAGER IT CITY OF ENCINITAS 505 SOUTH VULCAN AVENUE ENCINITAS CA 92024 CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD CA 92008-7314 THIS NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES AND SHIPPING PAPERS. Purchase Order # 15000026-00 S H 1 P T m CITY MANAGER IT CITY OF ENCINITAS 505 SOUTH VULCAN AVENUE ENCINITAS CA 92024 Vendor Phone Number 760-602-2403 Vendor Fax Number Requisition Number N/A Delivery Reference Date Ordered 06/25/2014 Vendor Number 2180 Date Required Freight Method/Terms Department/Location CITY MANAGER IT ltem# Description/Part No. REGIONAL IMAGERY PROJECT REGIONAL IMAGERY PROJECT E-WC01A-101 -STUDYWP - 40101101 -431.1 Qty 1.0 UQlvl. EA UiiitEdce, $15,480.00 Extended Price $15,480.00 City Manager PO Total $15.480.00 O This Purchase Order and any contracts attached hereto constitute the entire agreement between the vendor and the City of Encinitas and/or the San Dieguito Water District, hereinafter referred to as the "City" covering the goods and services described herein. Failure to decline terms and conditions in w/nting constitutes agreement to the terms of the Purchase Order as stated. PURCHASE ORDER/CONTRACT TERMS AND CONDITIONS PRICE and TAXES: All prices shall be as stated in this Purctiase Order and are firm and not subject to escalation. Ttiis purcfiase is subject lo all California sales tax. Municipalities are exempt from Federal Excise and Transportation taxes. Prices shall exclude these taxes. Vendor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Purchase Order. No charges for transportation containers, packing etc., will be allowed the vendor unless specified in this Purchase Order. Transportation charges must be prepaid by vendor on all purchases where the F.O.B point is other than Encinitas, California. All shipments shall be F.O.B. Encinitas unless otherwise specified on this Purchase Order. These charges shall be shown as a separate item on the invoice. PAYMENT; Unless othenvise agreed in writing, payment terms shall be net thirty (30) days from date of receipt of non-disputed invoice or acceptance of goods or services, whichever occurs last. If the City is entitled to a cash discount, the period of computation shall commence on the date of receipt of invoice or acceptance of goods or services by the City, whichever occurs last. The City may set off any amount owed by Seller to the City against any amount owed by the City to Seller under this Purchase Order. The City shall endeavor to pay each invoice within Sellers payment terms and will not accept late charges. Invoices must cite the purchase order number to prevent delay in payment. All invoices MUST be mailed to: City of Encinitas, Attn: Accounts Payable, 505 S. Vulcan Avenue, Encinitas, CA 92024-3633. death to any person or damage to property arising out of vendor's performance under this Purchase Order. Vendor shall obtain and pay for public liability insurance and property damage insurance in an amount not less than one (1) million dollars, and naming the City as additional insured, insuring against said injuries, deaths, and damages, and shall furnish City with insurers' certifcates evidencing such insurance, which certificates shall provide the coverage evidenced thereby shall not be cancelled except upon 30 days prior written notice to the City. 10. COMPLIANCE WITH LAW: Vendor warrants that it will comply with all Federal, State, and Local laws, ordinances, rules and regulalions applicable to its performance under this Purchase Order, including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Williams-Steiger Occupational Safety and Health Act of 1970, the Equal Employment Opportunity Clause prescribed by Executive Order 11246 dated September 24,1965, The Americans with Disabilities Act of 1990, as amended, and any rules, regulations, or orders issued or promulgated under such Act or Order. Vendor shall obtain and maintain throughout the life of the Purchase Order/contract all permits or licenses required in connection with the services to be provided or the manufacture, sale, shipment and installation of the products ordered under this Purchase Order. Vendor shall indemnify and save and hold the City from and against any and all claims, damages, demands, costs and losses which the City may suffer in the event vendor fails to comply with said Act, Order, rules, regulations, or laws. Any clause required by any law, ordinance, rule or regulation to be included in a contract of the type evidenced by this document shall be deemed incorporated herein. 3. DELIVERY and PERFORMANCE: Time is of the essence in the performance of this Purchase Order. If delivery of goods and/or performance of services cannot be made at the specified time, vendor shall promptly notify the City of the eariiest possible date for delivery or perfonnance. Notwithstanding such notice, if vendor for any reason fails to deliver goods or perform services within the time specified or to the City's satisfaction the City may terminate this Purchase Order or any part thereof without liability except for goods or services previously provided and accepted. The City's receipt or acceptance of all or part of a non-conforming delivery or service shall not constitute a waiver of any claim, right or remedy the City has under this Purchase Order or applicable law. 4. SHIPMENT and INSPECTION: The terms and routing of shipment shall be as provided on the face hereof, or as otheraiise directed by the City. The City may revise shipping instructions as to any goods not yet shipped. The City shall have the right to inspect any or all of the goods at vendor's place of business or upon receipt by the City. By reason of its failure to Inspect the goods, the City shall not be deemed to have accepted any defective goods or goods which do not conform to the specifications provided or have waived any of the City's rights or remedies arising by virtue of such defects or non-conformance. Vendor shall be responsible for payment of shipping the return of any defective goods. Shipping documents and invoices MUST cite this Purchase Order number. 5. WARRANTIES: In addition to any other expressed or implied wananties and unless otheraise agreed in writing, vendor warrants that all products delivered hereunder will be new, suitable for use as describied, of the grade and quality specified, free from all defects in design, material and workmanship; in conformity with all samples, drawings, descriptions and specifications furnished; in compliance with all applicable Federal, State, and Local laws and regulations and free of any liens and encumbrances. These warranties shall not be deemed to exclude vendor's standard warranties which the City may have or obtain. 6. TITLE and RISK OF LOSS: The F.O.B. point shall be that specified on the face of the Purchase Order and all transportation and delivery charges shall be prepaid by the Seller in full and included in the unit price. However, if the goods are of an inflammable, toxic or otherwise dangerous nature, vendor shall hold the City harmless from and against any and all claims asserted against the City on account of any personal injuries and/or property damages caused by the goods, or by transportation thereof, prior to the completion of unloading at the City's receiving destination. 7. TERMINATION: This Purchase Order may be terminated by mutual consent of both parties or by the City at its discretion. The City may cancel an order for goods or services at any time with written notice to vendor, stating the extent and effective date of temiination. Upon receipt of this written notice, vendor shall stop perfonnance under this Purchase Order as directed by the City. If the Purchase Order is terminated, vendor shall be paid in accordance with the terms of the Purchase Order for goods and sen/ices delivered and accepted. 8. REMEDIES: In the event of vendor's breach of this contract, City may take any or all of the following actions, without prejudice to any other rights or remedies available to the City by law: (a) require vendor to repair or replace such goods, and upon vendor's failure or refusal to do so, repair or replace the same at vendor's expense; (b) reject any shipment or delivery containing defective or nonconforming goods and return for credit or replacement at vendor's option, said return to be made at vendor's cost and risk; (c) cancel any outstanding deliveries and treat such breach by vendor as vendor's repudiation of this contract. In the event of the City's breach hereunder, vendor's exclusive remedy shall be vendor's recovery of the goods or the purchase price payable for goods shipped prior to such breach. 11. ASSIGNMENT: Vendor shall not delegate or subcontract any duties and services or assign any rights or claims under this Purchase Order without the City's prior written consent. 12. CHANGE ORDERS: The City shall have the right to revoke, amend, or modify this Purchase Order or any contract attached thereto at any time. Vendor's receipt of City's written change order without response received by the City within ten (10) days or vendor's shipment or other performance reflecting the change, whichever occurs first, shall be vendor's acceptance of the change without any price or other adjustment. 13. ARTWORK, DESIGNS, PATENTS, COPYRIGHTS and TRADEMARKS: (a) If the goods are to be produced by vendor in accordance with designs, drawings, or blueprints furnished by City, vendor shall return same to the City upon completion or cancellation of this Purchase Order. Such designs and the like shall not be used by Vendor in the production of materials for any third party without the City's written consent. Such designs and the like involve valuable property rights of the City and shall be held confidential by vendor. (b) Unless othenwise agreed herein, vendor at its cost shall supply all materials, equipment, tools, and facilities required to perform this Purchase Order. Any materials, equipment, tools, artwork, designs, or other properties furnished by the City or specifically paid for by the City shall be the Citys property. Any such property shall be used only in filling orders from the City and may on demand be removed by the City without charge. Vendor shall use such property at its own risk, and shall be responsible for all loss or damage to the same while in vendor's custody. Vendor shall at its cost store and maintain all such property in good condition and repair. City makes no warranties of any nature with respect to any property it may fumish to vendor hereunder. (c) Vendor shall state copyright charges for the development of any logo or seal for City use. The City shall own all copyrights to any artworii or design used for the development of any City logo or seal. (d) By accepting this Purchase Order, vendor hereby agrees that the sale, use or Incorporation into manufactured products of all machines, software, hardware, malerials and other devices furnished under this Purchase Order or any contracts attached hereto which are nol the City's design, composition or manufacture shall be free and clear of infringement of any valid patent, copyright, or trademarit. Vendor shall hold the City harmless from any and all costs and expenses, including Attorney fees, liability, and loss of any kind growing out of claims, suits, or actions alleging such infringement and vendor agrees to defend such claims, suits or actions. 14. GOVERNING LAW: This Purchase Order and the contract between the parties evidenced hereby or attached thereto shall be deemed to e made In the State of California and shall in all respects be constmed and governed by the laws of that State. 15. MISCELLANEOUS: (a) The waiver of any term, condition or provision hereof shall not be construed to be a waiver of any other such term, condition or provision, nor shall such waiver be deemed a waiver of a subsequent beach of the same term, condition or provision. (b) Stenographic and clerical errors, whether in mathematical computations or olhenAiise, made by the City on this Purchase Order or any other forms delivered to vendor shall be subject to correction. (c) If vendor objects to any term or condition set forth herein, this objection must be in writing and received by the City Purchasing Division with a copy of this Purchase Order prior to the delivery of any goods or services. LABOR: If this Purchase Order covers the performance of labor by vendor on the City premises, vendor shall indemnify and save and hold harmless the City harmless from and against any and all claims and liabilities for injury or death to any person or damage to property arising out of vendor's performance under this Purchase Order. Vendor shall obtain and pay for public liability for injury or Exhibit C - Partrcipant Scope and Signature Paoes Participant Scope and Sionatun* Paaa Participant Name Citv of Escondido. Calltemla Participant Address 201 North Broadway. Eacondldn C«. Qgngs Participant Phone Number f7601839^35 ^Contributfon Amount S31.173 Contact Person Afr^g^MB^In Contact Email acouahiln@eacondido.oro Imagery Project Description: 50.27 square miles for Lidar. 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she Is the designated representative ofthe Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resoiution or p«LoSi«?S5t!^S!J^^^ gggP»<^V» Aflrgf fn^nt RMflrftnq AcQnl^n gf High WWlWiQn 91"ff-Ph9*fffl''t)phY and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. CtaYPMHIPff atvManaoar Printed Name Title Signature Date City of Escondido City Hall Purchasing Department 201 N Broadway Escondido CA 92025-2798 Vendor: 0000001974 City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008-7314 Purchase Order Disoatch via Print Purchase Order Date Revision Page ESC-0000034832 07/02/2014 1 Payment Terms Freight Terms Ship Via Iinmediate Oriqination UPS REG Buyer Phone Currency Blanca Wolf 760/839-4697 USD Ship To: City of Escondido Information Systems 201 N Broadway Escondido CA 92025 Bill To: City of Escondido Accounts Payable 201 N Broadway Escondido CA 92025 Itine-Sch Item/Description Quantity UOM PO Price Extended Amt Due Date 1- 1 Acquisition of High Resolution Ortho-Photography to include lidar and related products for the geographic areas - Cooperative Agreement with City of Carlsbad. Sales tax is not applicable - electronic receipt. l.OOEA 31,173.00 Item Total 31,173.00 07/02/2014 31.173.00 Confirming: Do Not Duplicate Prices verified s per the Cooperative Agreement among the following cities: Carlsbad, Del Mar, Encinitas, Escondido, Oceanside, Poway, San Marcos, Solana Beach, Vista, and Vallecitos and Valley Center Water Districts . Carlsbad Council Approved on July 15, 2014. All payments made pursuant to this contract are not assignable and shall only be made payable to the seller. The attached Purchase Order Terms and Conditions shall become an integral part of this order. Upon delivery of the items authorized by this purchase order, seller agrees to these terms and conditions. Total PO Amount 31,173.00 All shipments, shipping papers, invoices, and correspondence must be identified with our purchase order number. Overshipments will not be accepted uniess authorized by buyer prior to shipment. PURCHASE ORDER TERiViS AND CONDITiONS 1. CONTRACT Upon delivery of the items authorized by this purchase order, seller agrees to these terms and conditions. The City of Escondido shall not be bound by this order until the seller delivers any of the items or renders any of the sen/ices ordered. No contract shall exist except as hereinabove provided. No agreement or understanding to modify this contract shall be binding upon the City of Escondido unless agreed to in writing by the City of Escondido's authorized representative. This contract shall be construed under the laws of the State of California. The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision. 2. CHANGES The City of Escondido resen/es the right at any time to make changes In the specifications, samples or other descriptions to which items ordered are to conform. In such an event an equitable adjustment will be made in price and/or perfonnance that is mutually satisfactory. Changes shall not be binding upon the City of Escondido unless evidenced by a purchase order change. 3. SPECIFICATIONS AND INSPECTIONS All specifications, drawings and other data submitted herewith are hereby incorporated herein and made a part hereof. All items shall be subject to inspection at all times and places including the period of manufacture. The City of Escondido resen/es the right to reject which do not conform to specifications, drawings or other data. If rejected after delivery, items will be returned to seller at seller's risk and expense. Payment for any Item or sen/ice shall not be deemed acceptance thereof 4. EXTRAS No charges will be allowed for taxes, transportation, packaging, packing or returnable containers or pallets unless othenwise agreed. Any tax to be paid by the City of Escondido must be itemized hereon and on invoices. Shipment must be packaged so as to pemiit efficient handling and provide adequate protection. Damage resulting from improper packaging will be charged to the seller. 5. DELIVERY If delivery of items or rendering of sen/ices is not accomplished at the time or times indicated in this order or promised by seller, the City of Escondido resen/es the right, without liability, and in addition to its other rights and remedies to tenninate this order by notice effective immediately upon receipt by the seller or as othenwise stated hereon. The City of Escondido resen/es the right without liability to purchase goods and sen/ices for those not delivered and to charge the seller with any loss incurred. No provision of this order for the delivery or rendering of goods and sen/ices in installments shall be construed as making the seller's obligations severable. Shipments sent C.O.D. without the City of Escondido's express written consent will not be accepted and will be at seller's risk. Notwithstanding the foregoing, neither party shall be liable for damages for any delay arising out of cause beyond its reasonable control and without its fault or negligence, including but not limited to, acts of God, acts of the other party, acts of civic or military authority, labor disputes fire, riots, war, embargoes, epidemics, floods, or other unusually severe weather, or shortages of power. Seller shall notify the City of Escondido forthwith upon learning of any event which may result in any delay. 6. PROPERTY Unless othenwise agreed in writing, all special tools, dies, templates, patterns and so forth and all drawings, designs, specifications and other property furnished to the seller or made and paid for by the City of Escondido as a part ofthis order, shall become the property ofthe City of Escondido and shall be subject to repossession and/or removal by the City of Escondido. When so instructed, the seller shall deliver such property to the City of Escondido in good condition, ordinary, wear and tear expected. 7. LIABILITY In no event shall either party's liability for any breach or alleged breach of this order by either party exceed the total extended price or prices shown herein nor shall either party be liable for any special or consequential damages resulting from any such breach. 8. COMPLIANCE WITH LAWS The seller certifies and represents that in the performance of this order it will comply with the provisions of all applicable federal, state, and local laws, regulations, rules and order Seller agrees to submit reports, certifications and other documents as required. 9. RESERVATION OF RIGHTS No failure by either party to insist upon strict compliance by the other party with any of the terms, provisions or conditions of this order in any instance shall be construed as a waiver or relinquishment by either party of the other party's right to insist upon strict compliance therewith in. 10. TERI^INATION The City of Escondido may tenninate this order in whole or in part at any time upon the City's written notification to the seller (a) for any reason at the convenience of the City of Escondido, (b) for any default by the seller involving the seller's failure to deliver the items or render the sen/ices specified by this order within the time designated herein, (c) in the event the seller becomes the subject of any proceeding under state or federal law for the relief of debtors or othenwise become insolvent or bankrupt or makes assignment for the benefit of creditors. In the event of termination by the City of Escondido due to the seller's default pursuant to (b) above, or any reason described in (c) above, the City of Escondido shall have no liability to the seller as a result of such tennination. 11. WARRANTY By accepting this order seller hereby warrants that the items and sen/ices to be furnished hereunder will be in full confonnity with the City's specifications, drawings and data, or seller's samples, and that items furnished hereunder will be fit for use intended by the City. Seller agrees that this warranty shall sun/ive acceptance of the items. Said warranties shall be in addition to any warranties of additional scope given to the City by seller. 12. PATENTS Seller undertakes and agrees to defend at seller's own expense, all suits, action, or proceedings in which the City of Escondido or the users of any ofthe City's products are made defendants for actual or alleged infringement of any U.S. or foreign letters patent resulting from the use or sale of the items purchased hereunder (except infringement, necessarily resulting from adherence to specifications or drawings, other than those of seller's design or selection, originally submitted to seller by the City) and further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceedings against such defendants therein. 13. HOLD HARIVILESS Seller agrees to indemnify, defend and save harmless the City of Escondido, its officers, agents, and employees from any and all loss, damage, liability, cost or expense, however, same may be caused, that may arise during or be caused in any way by the perfonnance of seller. 14. ANTI-ASSIGNMENT CLAUSE All payments made pursuant to this contract are not assignable and shall only be made payable to seller. FI/P0203-01 . • Document No. 14-D0404-4 Exiiibit C - Participant Scope and Signature Pages Participant Scope and Signature Paqe Participant Name Citv of Oceanside. California Participant Address 300 North Coast Hiqiiwav, Oceanside, CA 92054 Participant Piione Number 760-435-5809 Contribution Amount $29.886 Contact Person Talli Carey Contact Email tcarev@ci.oceanside.ca.us Imagery Project Description: 46.43 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative ofthe Participant listed above, and is authorized by the Participant as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Agreement Regarding Acquisition of High Resoiution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Steven R. Jepsen Printed Nanig..—, Title Signature Date Citv Manager APPROVED/^OP OSpAt^iP^StPrATTi 4itftyji SARA L. HAMILTON Assistant City Attorney S *5iD u O •It fid 2 s =3 5 ee S a < H < •I « .a B a Z s a g tn to o 00 s 00 S S 8 fi f<^ t© 3 •* 00 ^ ON 00 TT ^' »r —• —• CN E e 3 8 8 t s .0 3 3 9 (A "3 a <5~ Condltlent: The followino standard purehase order conditions are aiways applicable, and the roDowbis work order cpndltions are also applicable when this order provides (or perfonnance of any work. Whenever used herein "CITY* shall mean Ihe City of Oceanside, Califoniia. STANDARD CONDITIONS 3. 4. Law: This contmct is govemed by the laws of ihe aute of Caiifomla. The pnviskms of the Umtorm Commercial Code shell apply except as otherwise eet (ofth in Ihia conlract. Conlract: If no other written agraemenl between SELLER and CITY has been executed, then this order, when accepted by SELLER either in wfitlng or by the shipmenl of any article or other coniinencemeni o( peiformance hereunder, conslilutes the entire contraci between SELLER and Ihe CITY: no excepHona, alternates, substitutes or revisions ore valid or binding on ihe CITY unless authorized by the CITY in wriltng. If a sepaiaie wittten agreement between SELLER and the CITY regarding this order haa been executed, then in Die event of conflict between the terms of said agreement and Ihla purchase order the provisions of the written agreement shall govern. Delivery: Time of delivery is the essence of Ihia contract, The CITY reserves Ihe right Id rehjse any goods and to cancel aP or eny part of the goods nol conforming to ttte eppNcebie specificalions, drawings, samples or descrlptlora. Acceptance of eny part of ttie order shall not bind CfTY lo accept future shipments, nor deprive It of ttw right to retum goods already accepted, al SELLER'S expense. OvershlpmenI and iinderahlpment shall be only as agreed to by CITY, Riak of loaa: Delivery shell not be deemed to ba oompleta until goods hava bean eetuaOy recaived and accepted by CITY. Payments shall be mede after satisfactory accepiahee of ahlpmanta by CITY, Warranty: SELLER expressly warranu ttiat ttie goods covered by Uiis order ere free of Hens, of merchantable quality end eatlsfaeiory and safe for consumer use. Acceptance of Uiis order shall consUtule an agreement upon SELLER'S part lo bidemnliy end hold hannless for liabiiity. toss, demage and expense, including reasonable counsel fees, incurred or sustained by CITY by reeson ol Uie Mlura of the goods to conform lo such warranties, fauiiy work performance, najigeni or uniawftii ads, and non-compDanee witti any applicabia local. State or Federal cades, ordinaneea. ordere, or statutes biduding OccupaUonal Safety and HeaWi Act <OSHA) and the Calilbmia Industrial Safety Act. Such remedies shall be In eddlUon lo eny remedies provided by law. InMngement: SELLER shaN indemnify and defend CITY, at SELLER'S expeitse, against aH dahns, dernands, suits, HebUMy end expense on account cl alleged infringement of any patent copyright or trademark, rasuKlng from or arising in connectton wWi the manufacture, sale, riormai use or ottier nonnal dbposiUon of any articia or material WORK ORDER CONDmONS 16. t7. 19. AaBlgnmant: Neittier ttils ordsr nor any daim against CITY arising dIrecUy or IndirecOy out of or in connedton witti this order ahell be assignabto by SELLER or by operatton of lew. nor shell SEUER subcontract any obligattons hereunder, without CmTa prtor written consent. Default: if SELLER or any aubcontrador breaches eny provision hereof, or becomes Insolvent, enters bankruptcy, receivership or other Uke proceedings (vohinlarily or involuntarily) or makes essignment lor ttie benefit of creditore, CiTY shall have ttie ilghL In addition to any other rights It may have hereunder or by law, to temilnale ttiis order by given SELLER written noUce; whereupon (a) CITY shaii be raltovad of ail further obtigatton hereunder, except to pay reasonable value of SELLER'S prtor perfbimence, bul not more ttian contraded price, and (b) CiTY may procure ttie aittdes or services from other sources and may dedud from unpeU beience due the vendor or may collect against ttia bond or surety, or may Invoice ttie vendor tor excess cost so paid. The price by CITY shaU be oonstoered prevailing mariiel price at the Ume such purchase Is made. Labor DIapulee: Whenever any actual or potenttel lebor dispute delays or ttiraatans to delay Oia ttmely performance o( Uiis order. SELLER SheH Immedietely give written noUce ttiereof to CITY. Non«OlacrlinlRaill«n: In ttw perfoimanoaolttia teims ol any contrad resuRIng from IMs onJer. SELLER agrees not to engage nor permit any subcontractors, where applicable, to engage In dIscrimlnaUon in ttw emptoyment of persons because ef sex, race, color, religion, ancestry. rwUonel origin, disability, medlcel condiUon. marital status, or sexual orientation of iuch person. Termlnelion: CITY reserves ttie right to leimliwto this contrad wtthout penalty witti cause Immedietely er wittiout cause eller 30 days written nottce untoss othonrfse Sfwdftod. Taxae: Unless ottienwise provided herein or by lew, price quoted may not Include Califomia Stale sales or use tax. Shipping Nellce: ShaH be maHad as soon as material has been (oiwarded. giving order number, aiso condensed descripUon of matarial. Invotee in DupUeele: Attn. Acoounte Payabto. IS. Any and An Equipment: Used or purchased in connedton wlUi ttils order must meet the epplicabto ragulaUona and requiremenls (br operatton and/or use in Son Diego County. 10, 11 12, 13. 14. Performanee: SELLER ahall perfonn ell woric diHgenUy. carefully, end in a good and wortonanlike manner, shall fumish aH labor, auparvlaton. madilnety, equipmenL materials and suppltos necessary ttiarefor, shall obtain and maintain aii buiding and ottier permiia and itoense* required by PubNc authoriUes ki connedion wItti perfbrmance of the woric. and If permitted to subconbad. shall be luttf responsibte Ibr alt wortc performed by suboontraetors. SELLER shatt condud all operattons In SELLER'S own name and as independent contractor, and nol In the name of. or as an agent of CITY. IndemnlflcaUon: Seltor egrees to Indemnify and hoM harmless CITY, ns offioere, employees and agents from any daims, demands or Itobllity for injury to any persons or property ertoing out of or resulUng from SELLER'S performance underthis contrad, untoss such injury is caused by Uie sde active negligence or willful mlacondud of CITY, Na ofllcera, emptoyees or aganto. If SELLER'S negligence combines wtth CITY negligence to cause in|ury, ttw parttes agree thai liability wlil be apportioned es determined by a cowl of competent jurisdtoUon. Nelttwr party shall request a Jury appdntment Safety/LtabllNy LansiHige: In connedton with ttie performence of ttiis contrad, CITY shall have ttw auttiority to entor the workalto ari any Unw for me purpose ot UenWyIng the exiatonce of condtttona. eittwr actual or thratftaiwd, ttiat may preaeni a danger or hezard to any and aH employeea. SELLER agreea lhal CiTY, in ita aoto auttwriiy and dlseraiton, may order ttw immadiato abatement of any and BH conditions ttiat may present an actual or threatened danger or hanrd to any and all emptoyees at ttie woriialto. SELLER acknowladges the provistons of Sedton S400 of the Labor Code, which requires ttiat empioyera shell furnish emptoyrhent and a place of emptoyment thai Is safe and healttiful for aB emptoyees woridng ttwrein. In the event CITY ktentlfles ttie existence of any conditton ttiat presents an adual or threatened danger or 19. hazard to any or ali emptoyees at the worksite CITY is hereby auttiorized to order Ihe immedlato abatement of ttwl actual er ttireatened conditton purauanl to ttiis sectton. CTTY may also, al ito soto auttwriiy and diseratton. Issue an bnmadiato Mop worii order to SELLER lo ensure ttwl no emptoyee woridng at the wortisiW is exposed to a dangerous or hezardoue conditton. Any stop order issued by CTTY to SELLER to eceordenoe wUh ttie provisions e( ttita Sectton shall not give rise lo eny ctoim or cause of ectton for delay damages by SELLER or SELLER'S egento or subcontractor* egelnsi CITY. Insurance: SELLER shal maintain In foil force during ttw tenn of ttils conbad the fdtowing insurance and limits not toss ttwn ttwse spedlled (e) Woricer's Compensetton and Employer's Liability complying witti any statutoiy requirements: (b) Comprehenshre General Liability Insurance induding a broad torm Properly Oemege endorsement with e 31,000,000 combined singto limit each occurrence; (c) Comprehenshw Auto LtoWliiy (including ttie owned, nonowned end hired eutomobiie hBzards)wltti a 31,000,000 combined single UmH eadi occurrance; (d) Conbaduel Liability wlUi 31,000.000 combined aingto ttmll each oocuiranea. if CITY eo dealraa, theae limlta mey be incraased or decreased. Bill and Uana: SELLER shall pay prompUy all indebtednesa (or tobor, metertols and equipment used to performance of the work. SELLER shall not pennil any iton or charge to Mladi to Ow woric or ttie premises: but V any does so attach, SELLER shall pramptty procure itt retoasa and indemnify CITY against ail damages and expense Incident thereto. Bends: If CITY ao desires. SELLER shall provkfo payment and performance bonds as required 22. Changes: SELLER shall maka no changes In ttie wortc or perform any addiUonal woric wittwut CITY's spedfle written epprovaL 20, 21 Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name Citv of Powav. California Participant Address 13325 Civic Center Drive. Powav. CA 92064 Participant Phone Number 858-668-4452 Contribution Amount $25.181 Contact Person Brad Rosen Contact Email brosen@powav.orq Imagery Project Description: 39.12 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Reqardinq Acquisition of Hiqh Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Dan Singer Citv Manaaer Printed Name Title Signature ' Date CITY OF POWAY Mail Address: P.O. Box 789, Poway, CA 92074 Courier Address: 13325 Civic Center Drive, Poway, CA 92064 Voice: (858) 668-4420 Fax (858) 668-1209 Billing Address: Send invoice to address on upper left, attention "Accounts Payable." Please show PO numbier and Federal Tax ID or Social Security Number on your invoice. Page 1 PO Number: P1500001 Issue Date: 07/01/14 Delivery Date: 07/01/14 Contact originating department to confimi acceptance of PURCHASE ORDER and delivery date. Supplier: City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 Buyer Brad Rosen brosen@poway.org Ship to: Brad Rosen-858-668-4452 13325 Civic Center Drive IT Department Poway CA 92064 Terms For Terms seewww.Poway.org; Business; Bids and Contracts VENDOR INFORMATION: 'D: ©00007396 Phone: Email: kvonschlleder@carlsbadca.qov Fax Account Codes 100-0104-1712 25,181.00 Peter Moote, Buyer Administrative Services RECEIVING COPY Exhibit C - Participant Scope and Sianature Pages Participant Scope and Siqnature Paqe Participant Name Citv of San miarcos. California Participant Address 1 Civic Center Dr., San Marcos, CA 92069 Participant Phone Number 760-744-1050 x3270 Contribution Amount $8.293 Contact Person Mettja Kuna Contact Email mkuna@san-marcos.net Imagery Project Description: 25.77 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Regarding Acquisition of High Resoiution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Saide Emamjomeh Information Systems Manager Printed Name Title 0/ Signature Date City of San Marcos 1 Civic Center Drive San Marcos CA 92069-2918 760.744.1050 Fax 760.744.9520 Vendor # Vendor: City of Carlsbad Phone # 760-602-2434 PURCHASE QRDER P.O. NUMBER DATE ANNUAL DEPT. rrm 07/01/2014 FY14/15 NO FINANCE DEPARTMENT OUR PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES, PACKING LISTS AND CORRESPONDENCE. CITY OF SAN MARCOS 1 Civic Center Drive / San Marcos, CA 92069-2918 ATTN: Finance Dept. SPECIAL INSTRUCTIONS: QTY. DESCRIPTION EACH AMOUNT ACCOUNT r^U^BER Cooperative Agreement Regarding Acquisition of High Resolution Ortho-Photography 8,293.00 i/ V I c r z 101718-581024 Vendor will bill Please pay from this P.O. Appropriate back-up attached. Please pay from this P.O. No backup available (needs Finance Director's approval) Finance Director's Signature GRAND TOTAL $8,293.00 DEPARTMENT HE, Exhibit C - Participant Scope and Signature Pages Participant Scope and Signature Paqe Participant Name Santa Fe Irrigation District. California Participant Address PO Box 409. 5920 Linea del Cielo. Rancho Santa Fe. CA 92067 Participant Phone Number 858-756-2424 Contribution Amount $8.203 Contact Person Karen Falk Contact Email kfalk@sfidwater.orq Imagery Project Description: 15.91 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Reqardinq Acquisition of Hiqh Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Printed Nam^ ^ / Title Signature Date 7. Santa Fe Irrigation District P.O. BOX 409, RANCHO SANTA FE, CALIFORNIA 92067-0409 ADMINISTRATION: PURCHASING: (858) 756-2424 (858) 756-5325 FAX (858) 756-0450 FAX (858) 756-0450 PURCHASE ORDER PURCHASE ORDER NUMBER A1337 •ATE 07/09/14 V CITY OF CARLSBAD N ATTN: ACCOUNTS RECEIVABLE S 1635 FARADAY AVEiSTUE R CARLSBAD CA 92008-7314 .. SANTA FE IRRIGATION DISTRICT 592 0 LINEA DEL CIELO RANCHO SANTA FE CA 92067 CONFIRMIN&TO SHIP VIA F.0 B. REQUESTED BY VENDOR NO. ORDER DATE DATE REQUIRED DESTINATIO KAREN FALK 25 07/09/14 -BESenPTIQN--BHrrcosT--TSMOtJNT' REGIONAL HIGH-RESOLUTION ORTHO-PHOTOGRAPHY PROJECI 8203 .00 ACCOUNT* AMOUNT 01 55400 8,203.00 ORIGINAL TOTAL 8203.00 Our Order Number must appear on all invoices, cteiivery slips, cases and packages. Acl<nowledge this order at once. AUTHORIZED BY Exhibit C - Participant Scope and Signature Pages Participant Scope and Signature Page Participant Name Citv of Solana Beach. California Participant Address 635 S. Highway 101. Solana Beach. CA 92075 Participant Phone Number 858-720-2476 Contribution Amount $1.058 Contact Person Jim Greenstein Contact Email iareenstein(3>cosb.org Imagery Project Description: 3.29 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative ofthe Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Reqardinq Acquisition of Hiqh Resoiution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. City of Solana Beach David Ott, City Manager Date APPROVED AS TO FORM: iUonanna N. Canias, City Attorney CITY OF SOLANA BEACH 635 SOUTH HIGHWAY 101 SOLANA BEACH, CA 92075-2215 858-720-2400 PURCHASE ORDER NO. 14000270 PAGE NO. 1 V ni388 E CITY OF CARLSBAD N 1635 FARADAY AVENUE D O R CARLSBAD CA 92008 n f^^^ SOLANA BEACH CITY HALL I 635 SOUTH HIGHWAY 101 P SOLANA BEACH CA ^ ATTN: MO SAMMAK J ORDER DATE: 06/25/14 BUYER: ENGINEERING REQ. NO.: Q REQ. DATE: TERMS: F.O.B.: DESC: ORTHO-PHOTOGRAPHY ITEM# QUANTITY UOM DESCRIPTION UNIT PRICE EXTENSION ITEM* 01 ACCOUNT 00165006510 6530 AMOUNT 1,058.00 PROJECT CODE PAGE TOTAL $ 1,058.00 TOTAL 1,058.00 APPROVED BY CM* Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name Vallecitos Water District. California Participant Address 201 Vallecitos De Oro. San Marcos CA 92069 Participant Phone Number 760-744-0460 Contribution Amount $16.700 Contact Person Dan Lopez Contact Email dlopez@vwd.orq Imagery Project Description: 42.25 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative of the Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Agreement Reqardinq Acquisition of Hiqh Resolution Ortho-Photographv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement ^ Dennis 0. Lamb General Manager Signature Date VI in n J: E E •> S I. u O H I- C £ E -S a. u. in UJ a. i o IA S in O o a, « ,2 (S V O Q •o V 4.1 w 0) 3 ff a c e •«i » ra t £ 3 3 cn VD o rsl < U •d u 5 s o 5 00 < r\l I/) c 2 C a a < rsl rM rv rM 00 n O rM < U < m !5 5 41 C 0 0. X c IB O u. s c v < o q d in ro oo' 4/V C 1- .y 4-1 •it a: CL; -c E. CTI OS X 4-1 V) l~ •5 O IT < oe: Dl Ol 4-1 U- O O JC .1^ 5 O I 0 1- 3 *.» IS c Ol i/i a o Ol c "5 ra x: u i. 3 o. ra a £• > •5 Q T3 (U 4.4 U U a X Ui h- Q a. < n n 60 o tM 01 >. 3 Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name: Vailev Center Wlunicipai Water District. Caiifornia Participant Address: 29300 Vaiiev Center Road. Vaiiev Center. CA 92082 Participant Phone Number: 760- 735-4562 Contribution Amount: $ 79.138 Contact Person: Patricia Garcia Contact Email: pqarcia(a)vcmwd.orq Imagery Project Description: 124.15 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative ofthe Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order, to execute the attached Cooperative Aqreement Reqardinq Acquisition of Hiqh Resoiution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Gary T. Arant General Manaeer Printed Name Title Signature Date RESOLUTION NO. 2014-14 RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CENTER MUNICIPAL WATER DISTRICT FOR ENTERING INTO AN AGREEMENT WITH THE CITY OF CARLSBAD FOR HIGH RESOLUTION ORTHO-IMAGERY PROJECT PARTICIPATION WHEREAS, the District's high resolution color digital Imagery and topographic contour data was last obtained in 2006, WHEREAS, the District desires to update the current Imagery and obtain new imagery and contour data forthe proposed Meadowood annexation area, WHEREAS, the United States Geological Service, Department of the interior (USGS) Is planning a county wide Ortho-imagery Project and is seeking participation from other local agencies, WHEREAS, the City of Carlsbad will serve as a steward agencv for the North County agencies and enter into a separate Joint Funding Agreement with USGS, WHEREAS, the City of Carlsbad desires to enter into separate participation agreements with the various North County Agencies participating In the Ortho-Imagery Project, WHEREAS, District participation In the USGS Ortho-Imagery Project Is a benefit to the District by providing a lower cost for the desired Imagery and topographic data than would be otherwise available with a standalone District project. NOW THEREFORE BE IT RESOLVED AND ORDERED by the Board of Directors of the Valley Center Municipal Water District as follows: 1. District staff is authorized to negotiate and finalize an agreement with the City of Carlsbad to participate In the USGS Ortho-Imagery Project to obtain high resolution color digital imagery and digital topographic contour maps of the District, subject to minor modifications as necessary to clarify and complete the document as advised by District counsel, and 2. The General Manager is authorized to execute the agreement, on behalf of the Distnct, with the City of Carlsbad for an amount not to exceed $81 250 without further authorization. PASSED AND ADOPTED at a regular meeting of the Board of Directors of Valley Center Municipal Water District held on the 19'' day of May 2014 by the following vote, to wit: AYES: Directors Broomell, Polito, Aleshire and Stone NOES: None ABSENT: Haskell ATTEST: Secretary 7/7 President/ 'J \ Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name Citv of Vista. California Participant Address 200 Civic Center Drive. Vista. CA 92084 Participant Phone Number 760-726-1340 Contribution Amount $22.464 Contact Person Robert O'Donnell Contact Email rodonnell@.cltvofvista.com Imagery Project Description: 36.4 square miles for Lidar, 2' contours lines and 4" resolution natural color 4-band imagery. The person signing below represents that he/she is the designated representative ofthe Participant listed above, and is authorized by the Participant, as evidenced by the attached Council or Board Resolution, or Purchase Order (remit to City of Carlsbad, 1635 Faraday Ave, Carlsbad CA 92008-7314), to execute the attached Cooperative Aqreement Reqardinq Acquisition of Hiqh Resoiution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Printed Name ^ ^ Title Date ORIGINAL Revisions QQ Purchase Order Fiscal Year 2014 Page 1 of B I L L T 121 600 CITY OF VISTA 200 CIVIC CENTER DRIVE VISTA, CA 92084 805 THE CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Expiration Date 06/30/2014 THIS NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES AND SHIPPING PAPERS. ST 20140521-00 s H I P T 2i 600 CITY OF VISTA 200 CIVIC CENTER DRIVE VISTA, CA 92084 Vendor Phone Number 760-602-2403 Vendor Fax Number Date Ordered 06/26/2014 Vendor Number 805 Requisition Number Delivery Reference CHRIS MITCHELL Date Required 06/27/2014 Freight Method/Terms Department/Location CITY MANAGER ltem# 1 Description/Part No. HIGH RESOLUTION ORTHO PHOTOGRAPHY 6040135 - 531530 - ORTHO 6040135 - 531530 - ORTHO $22,464.00 22,464.00 Qty UOM EA Unit Price $22,464.00000 Extended Price $22,464.00 Purchase Order Total $22,464.00 CITY OF VISTA Terms & Conditions constituting a part of all Inquiries, Requests for Quotations, and Purchase Orders Issued by the City of Vista TERMS AND CONDITIONS SELLER AND PURCHASER AGREE AS FOLLOWS 1. DEFINITIONS: As used in these Terms and Conditions "Order shall mean this Purchase Order and all its attachments and exhibits. "Materials" means any materials, machinery, equipment article, item or wori( provided for in this order. "Seller" means the person, firm or corporation to whom this order is issued. "Purchaser means the Department of the City of Vista, San Diego County, California who placed the order with the Seller. 2. ACCEPTANCE OF CONTRACT: This order is expressly conditioned on Sellers acceptance of all the ternis and conditions hereof Seller shall be bound by this order and its terms and conditions when It delivers to Purchaser any of the materials ordered or performs any of the services refenred to herein or receives any payment hereunder. 3. MODIFICATIONS AND AMENDMENTS: Purchaser shall have the right to modify this order subject to an adjustment in the price in accordance with the applicable provisions ofthe order, if any, or pursuant to mutual agreement. No agreement or understanding to modify this order shall be binding on the Purchaser unless in writing and signed by the Director ofthe Department making the purchase. 4. ASSIGNMENT AND SUBLETTING: Seller shall not assign this order or any part hereof or any amounts due hereunder or sublet this order or any part hereof without the written consent of the Director ofthe Department making the purchase. 5. DELAY OR NON-DELIVERY: If upon receipt of this order, or at any time thereafter, it is found that the materials called for cannot be shipped within the time specified in this order, notice thereof must be given immediately to the department making the purchase by email or fax, together with advice as to the best delivery possible. Failure to make shipment on or before the date specified in this order shall entitle Purchaser at its option to cancel the order, without prejudice or any other rights Purchase may have as a result thereof. 6. PATENT INDEMNITY: Seller hereby wan-ants that the use or sale of the materials delivered hereunder will not infringe claims of any patent covering such materials, (to the extent the design for such materials is not furnished by Purchaser) and Seller agrees to be responsible for and to defend at its sole expense all suits and proceedings against Purchaser based on any such alleged patent infringement and to pay all costs, expenses, judgments and damages which Purchaser may have to pay or incur by reason of any such suit or proceedings. Notwithstanding the foregoing, Seller does not warrant against, and shall not be responsible for claims of patent infringement based solely on the use of such materials in combination with other materials or equipment or in the operation of any process other than such process as may be inherent in the use of such materials. 7. INSPECTION: All inspection and tests shall be made as required by the specifications issued by Purchaser All materials purchased underthis order shall be subject to inspection by Purchaser or a representative of Purchaser at all reasonable times and place, before during and after manufacture. If the face of this order specifically requires Purchaser's inspection, Seller shall advise Purchaser in writing at the address specified on the face of this order, of Seller's final tests and/or inspection at least ten days prior thereto. Purchaser's inspector shall be the only authorized inspection spokesman and all matters, including Owner requirements, shall be handled with Seller through the Purchasers inspector. No such inspection, and no failure to inspect, shall relieve Seller of any responsibility or liability with respect to such materials nor be interpreted in any way to imply acceptance thereof by Purchaser Seller shall, if so advised by Purchaser, permit Purchaser to review fram time to time the progress of wori< hereunder. 8. TITLE/RISK OF LOSS: The title and risk of loss ofthe goods shall not pass to Purchaser until Purchaser actually receives and takes possession ofthe goods at the point of delivery. 9. DELIVERY TERMS AND TRANSPORTATION CHARGES: F.O.B. destination uniess delivery temis are specified othenwise in bid. Purchaser agrees to reimburse Seller for transportation costs in the amount specified in Sellers bid, or actual costs, whichever is lower, if the quoted delivery temis do not include transportation costs provided, Purchaser shall have the right to designate what method of transportation shall be used to ship the goods. 10. TAXES: City, County, and State sales taxes and federal excise taxes are applicable and shall be included in the quoted price. The quote may separately itemize the sales and/or excise taxes in calculating the quoted price. However, if the applicable taxes are not separately itemized it shall be conclusively assumed that all applicable taxes are included within the quoted priced. 11 GRATUITIES: The Purchaser may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Purchaser that gratuities in the form of entertainment gift, or othenwise were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Vista with a view toward securing or amending, or the making of any detenninations with respect to the pert'omning of such a contract. In the event this contract is cancelled by purchaser pursuant to this provision, Purchaser shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 12. WARRANTY PRICE: The price to be paid bythe Purchaser shall be that contained in Sellers bid which Seller wan-ants to be no higher than Sellers cun-ent prices on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. In the event Seller breaches this warranty, the prices ofthe items shall be reduced to the Sellers cun-ent prices on orders by others, or in the alternative Purchaser may cancel this contract without liability to Seller for breach or Sellers actual expense. 13. FORCE MAJEURE: Neither party shall be held responsible for losses resulting if the fulfillment of any terms or provisions of this contract is delayed or prevented by any cause not within the control of the party whose perfonnance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 14. APPLICABLE LAW: This agreement shall be governed by the Unifonn Commercial Code. Wherever the terni "Unifonn Commercial Code" is used, it shall be construed as meaning the Califomia Uniform Commercial Code as adopted in the State of Califomia effective and in force on the date ofthis agreement. 15 TAXES, UNEMPLOYMENT BENEFITS, ETC.: Seller hereby accepts exclusive liability to, and agrees to indemnify Purchaser against liability for, the payment of any and all contribution or taxes for unemployment insurance, old age pensions or annuities or other purposes now or hereafter imposed by the Government of the United States and/or by the Govemment of any state of the United States, which are in whole or in part measured by and/or based upon the wages, salaries, or other remuneration paid to person employed by Seller on wori< in connection with this order 16. EXCESS OR INCORRECT MATERIALS: Materials delivered in error or in excess ofthe quantity called for may, at Purchasers option, be returned at Sellers expense. 17. FAIR LABOR STANDARDS ACT: Seller wanrants that the materials covered by this order have been produced in compliance with the requirements of the Fair Labor Standard Act of 1938, as amended. 18. OCCUPATIONAL SAFETY AND HEALTH: Seller wan-ants that the items sold under this order comply in all respects with the Occupational Safety and Health Act of 1970 and all applicable Regulations, Rulings, Orders and Standards promulgated there under and Seller agrees to hold Purchaser harmless from any kind and all liability, claims, civil fines and penalties including reasonable costs and settlements which may arise out of the failure ofthe items to meet such requirements. 19. ANTI-DISCRIMINATION: Seller, in perfonning the work required hereunder, shall comply with all provisions of Executive Order 11248 and shall not discriminate against any employee or applicant for employment because of religion, race, color, sex, age, or national origin. 20. PACKING, CRATING AND CARTAGE: The cost of all special packing, boxing, crating, or cartage is included in the price specified on the face of this order unless othenwise specifically agreed to in this order. All packing, boxing, crating, and cartage shall confonn to the specifications, if any, covering the same which are included in this order. 21. PUBLICITY: Seller shall not refer to Purchaser in publication form in connection with equipment or services rendered by Seller without the prior written approval of Purchaser TRUST ..ii !=ieceive - Agenda ltenT# For the Information of the; '• CiTY COUNCIL ACM_v:iCA_v^cc_w- • Date nliirt-City Manager July 7, 2014 Mr. Steve Sarkozy City IVIanager City of Carlsbad 1200 Carlsbad Village Dr. Carlsbad, CA 92000 Re: City Council l-learing - Agenda Item # 7 (AB #21;674, Resolution 2014-159) Dear Mr. Sarkozy, I apologize for making this request so late, but Excel GIV La Costa Owner, LLC the Owners of La Costa Tovi/ne Center need to request a postponed ofthe appeal scheduled for tomorrow/ evening. The ownership has been exploring some changes to the project that would affect the entitlements for the project and potentially affect the appeal. The ownership thought that all the investigation would be completed by this time, but things have been delayed and more study time is needed. Would you please move the appeal hearing until next month, Nathan Hilbig, our head of Asset Management, will be attendihgthe hearing for the partnership tomorrow evening. Thanking you in advance for your consideration. Sincerely, Spencer Plumb President Excel Trust S. Werneke G. Shei'man R. Benson S. Benos Date:_ Distribution: City Clerk Asst. CityClerk deputy Clerk Book 17140 Bernardo Center Drive, Suite .300 San Diego, CA 92128 (858) 613-1800 • Fax (858) 487-9890