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2014-07-22; City Council; 21689; Joint Agreement for Aerial Photography, Topographic Mapping
CITY OF CARLSBAD - AGENDA BILL AB# 21.689 APPROVAL OF A JOINT FUNDING DEPT.DIRECroR MTG. 7/22/14 AGREEMENT FOR $238,734 TO ACQUIRE CITY ATTY. DEPT. ASD/iT AERIAL PHOTOGRAPHY AND TOPOGRAPHIC CITY MGR. ifi MAPPING ifi 2014-181 approving a joint funding agreement for professional RECOMMENDED ACTION: Adopt City Council Resolution No. aerial photography and mapping services with the United States Geological Survey (USGS) a federal agency, to provide digital aerial photography and two-foot contour data mapping for Carlsbad and eleven other public agencies. ITEM EXPLANATION: Forthe past fourteen years the city's Geographic Information System (GIS) division within the Information Technology department has provided aerial photography and topographic contour data of the City of Carlsbad. This data is an important information source of locational information for various city operations, induding public works maintenance, storm water operations, assessing current land use, validating code enforcement investigations, and supporting public safety operations. The city's aerial photography is updated every four years with an update due in 2014. In previous years, Carlsbad cost-shared the imagery acquisition with other local agencies. This year, over thirty public agencies at the federal, state, regional and county levels will be working together to share the costs ofthe aerial photography and contour data. This regional approach reduces each agency's costs by purchasing in volume. The lead agency for this regional project will be the U.S. Geological Survey (USGS). Carlsbad is serving as one of five sub-lead agencies who will contract with the USGS on the behalf of itself and eleven other North County agencies. The eleven other agencies are Del Mar, Encinitas, Escondido, Oceanside, Poway, San Marcos, Solana Beach, Santa Fe Irrigation District, Vista, Vallecitos Water District, and Valley Center Municipal Water District. FISCAL IMPACT: The total cost of the joint funding agreement with USGS for the area encompassed by Carlsbad and the eleven agencies is $253,419. Carlsbad's share of the cost is $24,685 which is in the IT/GIS budget for FY14-15. Staff is requesting Council appropriate the other agencies' share ofthe cost, totaling $238,734, as Carlsbad will be making the payments on their behalf to USGS. Each of the eleven partner agencies have committed to their share ofthe project cost via purchase orders and board resolutions in favor of Carlsbad, as contained in Exhibit C ofthe Cooperative Agreement. DEPARTMENT CONTACT: Karl von Schlieder 760-602-2434 karl.vonSchlieder@carlsbadca.gov FORa£RKUSE. COUNCIL ACTION: APPROVED CONTINUED TO DATI SPECIFIC o DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN D OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • Page 2 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code Section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 1. City of Carlsbad Resolution No. 2014-181 approving a joint funding agreement for professional photogrammetric and mapping services with U.S. Geological Survey, a federal agency, to provide high definition aerial photography and topographic contour data. 2. Joint funding agreement and scope of work with U.S. Geological Survey, a federal agency. 3. Cooperative Agreement, signature pages and council or board resolutions, or purchase orders executed by the following public agencies detailing the obligations of each agency for the project, and the amount of cost-shared funding provided by each agency: a. City of Del Mar b. City of Encinitas c. City of Escondido d. City of Oceanside e. City of Poway f City of San Marcos g. Santa Fe Irrigation District h. City of Solana Beach i. Vallecitos Water District j. Valley Center Municipal Water District k. City of Vista 1 2 3 4 5 6 7 8 g 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2014-181 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A JOINT FUNDING AGREEMENT FOR PROFESSIONAL AERIAL PHOTOGRAPHY AND MAPPING SERVICES WITH THE UNITED STATES GEOLOGICAL SURVEY (USGS), A FEDERAL AGENCY, TO PROVIDE DIGITAL AERIAL PHOTOGRAPHY AND TOPOGRAPHIC CONTOUR DATA FOR CARLSBAD AND ELEVEN OTHER NORTH COUNTY AGENCIES, AND APPROVING A COOPERATIVE AGREEMENT BETWEEN CARLSBAD AND THE ELEVEN OTHER NORTH COUNTY AGENCIES WHEREAS, the City of Carlsbad and eleven other North County public agencies (Del Mar, Encinitas, Escondido, Oceanside, Poway, San Marcos, Solana Beach, Vista, Vallecitos Water District, Valley Center Muncipal Water District, Santa Fe Irrigation District) desire to cooperatively fund a project with the USGS to provide aerial photography and contour data mapping for Carlsbad and the eleven other agencies; and, WHEREAS, USGS will perform the work and deliver the products to Carlsbad and the eleven partner agencies as part of a Joint Funding Agreement between the City of Carlsbad and USGS; and, WHEREAS, the products produced by this Joint Funding Agreement will benefit the City of Carlsbad and the eleven other public agencies participating in the project; and, WHEREAS, the costs of the work are to be shared among Carlsbad and the eleven other participating agencies on a per area basis, with consideration for cost- sharing according to a Cooperative Agreement (CA) with each participating agency, and WHEREAS, Carlsbad will pay the participating agencies' share of the costs on their behalf and be remibursed from the particpating agencies per the CA so there is no fiscal impact to Carlsbad for the participating agencies' share of the costs. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW THEREFORE, BE IT RESOLVED by the City Council ofthe City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the amount of $24,685 is available from the FY2014-15 IT department budget for Carlsbad's share of the contract costs. 3. That the amount of $238,734 is to be provided by the eleven other participating North County agencies as specified in the Cooperative Agreements signed by each agency and in each agency's council/board resolution or purchase order committing funds to the project. 4. That the Administrative Services Director is authorized to appropriate $238,734 for the eleven agencies' share of the costs. 5. That the Mayor of the City of Carlsbad is authorized to execute the Joint Funding Agreement with the USGS. 6. That the Mayor of the City of Carlsbad is authorized to execute the Cooperative Agreement Regarding Acquisition of High Resolution Ortho-Photography with the eleven participating local agencies. 7. That the City Manager of the City of Carlsbad is authorized to execute Exhibit C Participant Scope and Signature Page to the Cooperative Agreement Regarding Acquisition of High Resolution Ortho-Photography on behalf ofthe City of Carlsbad. /// /// /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council ofthe City of Carlsbad on the 22nd day of July 2014, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Schumacher, Blackburn. None. ABSENT: None. MATT HALL, Mayor ATTEST: ^u.R/fv^BARA ENGLESON, City Clerk U.S. DEPARTMENT OF THE INTERIOR GEOLOGICAL SURVEY JOINT FUNDING AGREEMENT FOR 2014 San Diego County Orthoimagery and Lidar THIS AGREEMENT is entered into as of the,<2S![fday of July, 2014 by the U.S. GEOLOGICAL SURVEY, UNITED STATES DEPARTMENT OF THE INTERIOR, party of the first part, and the CITY OF CARLSBAD, CALIFORNIA, party of the second part. 1. The parties hereto agree that subject to availability of appropriations and in accordance with their respective authorities there shall be maintained in cooperation a project for four-band orthoimagery and lidar-derived elevation data (see attached Statement of Work) for the urban and rural portions of San Diego County herein called the program. The USGS legal authority is 43 USC 36C; 43 USC 50; and 43 USC 50b. 2. The following amounts shall be contributed to cover all of the cost of the necessary field and analytical work directly related to this program. 2(b) includes In-Kind Services in the amount of $0.00. (a) by the party of the first part during the period Amount Date to Date $0.00 (b) by the party ofthe second part during the period Amount Date to Date $263,419.00 Date of last signature July 1, 2015 (c) Additional or reduced amounts by each party during the above period or succeeding periods as may be determined by mutual agreement and set forth in an exchange of letters between the parties. (d) The performance period may be changed by amendment to this JFA. 3. The costs of this program may be paid by either party in conformity with the laws and regulations respectively governing each party. 4. The field and analytical work pertaining to this program shall be under the direction of or subject to periodic review by an authorized representative ofthe party ofthe first part. 5. The areas to be included in the program shall be identified in writing and determined by mutual agreement between the parties hereto or their authorized representatives. The methods employed in the field and office shall be those adopted by the party of the first part to insure the required standards of accuracy subject to written modification by mutual agreement. 6. During the course of this program, all field and analytical work of either party pertaining to this program shall be open to the inspection ofthe other party, and if the work is not carried on in a mutually satisfactory manner, either party may terminate this agreement upon 60 days written notice to the other party. 7. The original records resulting from this program will be deposited in the office of origin of those records. Upon request, copies of the original records will be provided to the office of the other party. 8. The maps, records, or reports resulting from this program shall be made available to the public as promptly as possible. The maps, records, or reports normally will be published by the party ofthe first part. However, the party of the second part reserves the right to publish the results of this program and, if already published by the party ofthe first part shall, upon request, be furnished by the party of the first part, at costs, impressions suitable for purposes of reproduction similar to that for which the original copy was prepared. The maps, records, or reports published by either party shall contain a statement ofthe cooperative relations between the parties. 9. USGS will issue billings utilizing Department of the Interior Bill for Collection (form DI-1040). Billing documents are to be rendered monthly, based on actual expenses, with details on project status included in a monthly progress report. Payments of bills are due within 60 days after the billing date. If not paid by the due date, interest will be charged at the current Treasury rate for each 30 day period, or portion thereof, that the payment is delayed beyond the due date. (31 USC 3717; Comptroller General File B-212222, August 23,1983). U.S. Geological Survey City of Carlsbad, California United States Department of Interior USGS Point of Contact Customer Point of Contact Name: Drew Decker Name: Kari von Schlieder Address: U.S. Geological Survey Address: City of Carlsbad 4165 Spruance Road 1635 Faraday Avenue San Diego, CA 92101 Carisbad, CA 92008 Telephone: 619-225-6430 Telephone: 760-602-2434 Email: ddecker(a)usgs.Kov Email: kari.vonschlieder@carisbad.gov Signature: Signatures and Date Date: Signature: Name: KariJ. Craun 7- Date: Title: Director, NGTOC Title: Mayor, City of Carlsbad AS TO FORM i^AUL G. EDMONSON Assistant City Attomey City of Cartsbad 7 STATEMENT OF WORK FOR THE 2014 SAN DIEGO, CALIFORNIA DIGITAL ORTHOIMAGERY AND LIDAR ACQUISITION JOINT PROJECT BY THE U. S. GEOLOGICAL SURVEY AND CITY OF CARLSBAD, CALIFORNIA July, 2014 Purpose This imagery acquisition is a cooperative project between the U.S. Geological Survey (USGS) and the City of Carlsbad, CA for the purpose of obtaining lidar and high resolution orthoimagery of the cities of Del Mar, Encinitas, Escondido, Oceanside, Poway, San Marcos, Santa Fe Irrigation District, Solana Beach, Vallecitos Water District, Valley Center Water District, and Vista in San Diego County, Califomia. Carlsbad is a municipal corporation, hereunto referred to as the City. Both USGS and the City intend the data to be utilized in a variety of projects that will benefit the public at the county, regional and national level. In partnering on this project, the USGS specifically furthers its goal of supplying The National Map with high quality data. The City receives data critical to its mission of serving the citizens and providing data to other organizations participating in this project. The aim of this project is to generate new orthoimagery and lidar for portions of the San Diego region. There will be an urban portion which will contain higher resolution orthoimagery and lidar and derived products. There will be a rural portion in which a lesser resolution orthoimagery is needed, without lidar. Data will be produced to orthoimagery and lidar standards per USGS specifications. The project will be managed by the USGS National Geospatial Technical Operation Center's (NGTOC) Commercial Partnership Team through the USGS Geospatial Products and Services Contract (GPSC). Quality assurance (QA) will be conducted by NGTOC. Background OMB Circular A-16 "Coordination of Geographic Information and Related Spatial Data Activities" provides for improvements in coordination and use of spatial data. Spatial data refers to information about places or geography, and has traditionally been shown on maps. This Circular describes the effective and economical use and management of spatial data assets in the digital environment for the benefit of the govemment and the nation. The Circular affirms and describes the National Spatial Data Infrastmcture (NSDI). The National Map is a collection of GIS data served on a web based portal, and delivers orthoimagery (aerial photographs), elevation, geographic names, hydrography, boundaries. i transportation, stmctures, and land cover through a viewable interface with download capabilities. Scope The project consists of acquiring: (1) Four inch resolution, four-band digital aerial imagery for the urban area of San Diego County, Califomia. (2) One foot resolution, four-band digital aerial imagery for the remaining mral portion of San Diego County. Data will cover coastline and related stmctures such as piers and breakwaters. (3) New lidar at a Quality Level 2 specification (minimum two points per square meter, +/- 9.25 cm vertical accuracy) for a portion of the urban area of San Diego, to include a two foot contour deliverable. The four bands collected for the project will be acquired in red, green, blue, and near infrared wavelengths. USGS will manage both the contract and execution of contract, as well as conduct QA of the final product deliverables. Deliverables Data delivery will be of all public domain data via extemal hard drive of adequate size to contain entire dataset, including the following components: Airbome GPS and IMU reports Ground Control points Aero triangulation data Flight Path Diagram- Each discrete line will contain recorded time-stamp attributes. Uncompressed individual tiled images at four inch and one foot resolution in GeoTIFF format based 5,000 foot and 2,500 foot grid tiles.. • Lidar point cloud data, computer generated two foot contour lines, and other derived and associated products (bare earth digital elevation model, classified point cloud) identified by NGTOC. • Mosaic of Footprints - a spatial index record of each contributing image to the final tiles. The time stamp of each polygon shall contain the time stamp for that particular image (so that if an individual tile consists of more than one image then that is clearly shown). • Metadata - FGDC compliant data at the project level Deliveries shall be sent to: Karl von Schlieder GIS Manager City ofCarlsbad 1635 Faraday Avenue Carisbad, CA 92008 (760) 602-2434 karl.vonschlieder@carlsbadca.gov Financial Arrangements The portion of the project cost to be borne by the City is $263,419. Billing Instmctions are covered in the Joint Funding Agreement attached to this statement of work. Carlsbad Financial Point of Contact: Karl von Schlieder GIS Manager City ofCarlsbad 1635 FaradayAvenue Carisbad, CA 92008 (760) 602-2434 karl.vonschlieder(^carlsbadca.gov Estimated Schedule of Events • July and August 2014 Imagery and lidar collection undertaken over urban and mral portions of San Diego County • January 2015 Receipt of all deliverables to USGS for quality assessment • March 2015 Delivery of final versions of all products to City of Carlsbad A monthly progress report will be generated providing details on the different project tasks accomplished and progress to date. Project participants will be invoiced only for data they receive as a part ofthis Joint Funding Agreement. Four inch imagery over military properties is not anticipated to be shared with partners or the public, unless clearance is provided. Should unexpected restrictions affect access to other data over military properties, then only federal funds will be applied to those areas. 16 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 Dei 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 (coiiectively "Participating Entities"), and shall be effective as of July 23rd , 2014. WHEREAS, Carisbad 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 similar to 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 of the 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 Karl 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 Participant's 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 ofthe 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 govemed 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: AOLG. EDMONSON Assistant City Attomey City of Carisbad Exhibit A - Scope of 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 Total Project Cost - $263,419 Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe 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: karl.vonschlieder(3>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 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 Reqardinq Acquisition of High Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Steven Sarkozy 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 Signature Page Participant Name: Citv of Del Mar. California Participant Address: 1050 Camino Del Mar, Del Mar, CA 92014 Contact Phone Number: 858-704-3638 Contribution Amount: $1.158 Contact Person: Emily 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 Agreement Reqardinq 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 5^ CITY OF DEL MAR 1050 CAMINO DEL MAR DEL MAR, CALIFORNIA 92014 Page 1 / 1 DATE 6/16/2014 PC 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 Quantity 2014 Imagery Acquisition Partnership City of Del Mar, CA (lmagery+ LIDAR) Description 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 Atithorized Signature (over $1,000) Exhibit C - Participant Scope and Signature Pages Participant Scope and Signature Page Participant Name Citv of Encinitas. California 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 wflvnn@encinitasca.qov 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 Acgulsition of High Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions ofthe Cooperative Agreement Gus Vina City Manager Printed Name ""^''"l "^'^y "^'^"'J*' Title Signature v Date 1^, 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 H I P 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 l\4ethod/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 UOM EA Unit PriCfe $15,480.00 Extended Price $15,480.00 City Manager PO Total $15.480.00 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 writing 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 Purchase Order and are firm and not subject to escalation. This purchase is subject to 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 sereices 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 othenwise specified on this Purchase Order. These charges shall be shown as a separate item on the invoice. PAYMENT: Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from date of receipt of non-disputed invoice or acceptance of goods or sen/ices, 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' certificates 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 regulations 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 falls 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. 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 earliest possible date for delivery or performance. 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 withoul liabiiity 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. 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 perfonnance reflecting the change, whichever occurs first, shall be vendor's acceptance of the change without any price or other adjustment. 4. SHIPMENT and INSPECTION: The terms and routing of shipment shall be as provided on the face hereof, or as otherwise 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 warranties and unless othenwise agreed in writing, vendor warrants that all products delivered hereunder will be new, suitable for use as described, of the grade and quality specified, free from all defects in design, material and workmanship; in conformity with all samples, drawings, descriptions and specifications fumished; 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 sereices at any time with written notice to vendor, stating the extent and effective date of termination. Upon receipt of this written notice, vendor shall stop performance 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. 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 otherwise agreed herein, vendor at its cost shall supply all materials, equipment, tools, and facilities required to perform this Purchase Order. Any materials, equipment, tools, artwori<, designs, or other properties furnished by the City or specifically paid for by the City shall be the City's 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. Cily makes no wananties of any nature with respect to any property it may fumish to vendor hereunder. (c) Vendor shall slate copyright charges for the development of any logo or seal for City use. The City shall own all copyrights to any artwork 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, materials and other devices furnished under this Purchase Order or any contracts attached hereto which are not the City's design, composition or manufacture shall be free and clear of infringement of any valid patent, copyright, or trademark. 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 Califomia and shall in all respects be construed and govemed 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, conditkin or provision. (b) Stenographic and clerical errors, whether in mathematical computations or othenvise, made by the City on this Purchase Order or any other forms delivered to vendor shall be subject to conection. (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 perfomiance 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 Exhibrt C - Participant Scope and Signature Paocs Participant Scone and Signature Pa^y Participant Name Citv of Eaeondido. Caiifomla Participant Address 201 North Broadway. Eaeondit^o Ca. 9202S Participant Phone Number rrsoi 839^35 ^Contribution Amount S31.173 Contact Person Ab?CffHBriMn Contact Email acouahHn@eacondldo.om 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 repnasentative of the Participant listed above, and Is authorized by the Participant, as evidenced by the attached Council or Board Resolutfon or ReaoSi«nS2i.^S«S^^^^ gWP»"^v» Aflraemeot Reaardtno AcouieWon of Hinh y WIWIOT vnnft-PnptffflraphY and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. fiiffldEbUUBS CltvManaoar 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 Dispatch via Print Purchase Order Date Revision Page ESC-0000034832 07/02/2014 1 Payment Terms Freight Terms Ship Via Immediate 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 t.ine-Sch Item/Description Quantity UOIVI 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 31,173.00 07/02/2014 Item Totai 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. Totai PO Amount 31, 173.001 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 TERMS AND CONDITIONS 1. CONTRACT Upon delivery of the items authorized by this purchase order, seller agrees to these temns 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 services 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 reserves 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 performance 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 reserves 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 service shall not be deemed acceptance thereof. 4. EXTRAS No charges will be allowed for taxes, transportation, packaging, packing or returnable containers or pallets unless otherwise 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 permit 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 services is not accomplished at the time or times indicated in this order or promised by seller, the City of Escondido reserves the right, without liability, and in addition to its other rights and remedies to terminate this order by notice effective immediately upon receipt by the seller or as othenwise stated hereon. The City of Escondido reserves the right without liability to purchase goods and services 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 services 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 otherwise 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 of this order, shall become the property of the 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. TERIVIINATION The City of Escondido may terminate 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 services specified by this order within the time designated herein, (c) in the event the seller tiecomes the subject of any proceeding under state or federal law for the relief of debtors or othen/vise 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 termination. 11. WARRANTY By accepting this order seller hereby warrants that the items and services 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 survive 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 of the 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 HARi\/ILESS 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 perfomance 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 Exhibit C - Participant Scope and Siqnature Pages Participant Scope and Siqnature Paqe Participant Name Citv of Oceanside. California Participant Address 300 North Coast Highway, Oceanside, CA 92054 Participant Phone Number 760-435-5809 Contribution Amount $29.886 Contact Person Talli Carey Contact Email tcarey@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 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 Resolution Ortho-Photography and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Steven R. Jepsen Printed Nani^—^ Signature Title Date City Manager APPROVED ASTOFl OCSAt*8iPS GCPrATTI .RBARAL (HAMILTON Assistant City Attorney fi '53D u o s e o e Z d © i u a* « I <^ o s u © »s u s « u s 5 •V et I > u. U I { 5 u £5 a A" bd o oo S S 8 fi 1© 5 5 00 ON 00 ^* V oT — — rN 8 8 I O O u .2 a > <5- o o Conditions: The roHowIng standard purchase order condKions are always applicabia. and (ha foOowIno work order coitdiiions ara also applicabia when this order provides for perfomianea of any work. Whenever used herein "CITY* shall mean (he Cily of Oceanside, CaUfomia. STANDARD CONDITIONS 1. Law: This contrad is governed by the laws of (he suta or California. 7. Aaalanmsnt: NaWier this order nor any daim against CITY arising directly er Indirsdly out of or in connedion with this order shall be assignable by SELLER or by operation of law, nor shall SELLER subcontrad any obligations hereunder, without CITrs prior written consent. Default: If SELLER or eny subcontrador breaches any provlsien hereof, or becomes Insolvent, enters bankruptcy, receivership or other Uke proceedings (vohinlarily or Involuntarily) or makes assignment for the benefit of credltoni, CITY shaii have Ihe right. In addition to any other rights H may have hereunder or by law, io (erminata this order by given SELLER written notice; whereupon (a) CITY shall be relieved of aH further obllgatton hereunder, except to pay reasonable value of SELLER'S prior perfomiance, but not more Ihan contracted price, and (b) CITY may procure the articles or services from other sources and may dadud from unpaid balence due the vendor or may coOect against tho bond or surety, or may Invoice lite vendor lor excess cost so paid. The price by CITY shall be considered prevailing marital price at the time such purciiase Is made. Labor Disputes: Whenever any actual or potenHel lebor disputs delays or threatens to delay the timely perfbrmance of iNs order. SELLER sheH immedietely give written notice theraof to CiTY. Non«OlseT(ininaiH«n: Inlhepetfonnanoeof thatennsofaRy contrad resulting from this order, SELLER agraes not to engage nor permil any subcontradors, where applicable, to engege in discrimination In the emptoyment of peraons because of sex, rsce, color, religion, ancestry, iwlionel origin, disability, medlcel condiUon. marital status, or sexual orientation of such person. Termination; CITY reserves the right lo leimlnele this conbad without penalty with cause Immedietely or without cause after 30 days written notice unless olherwise spedfied. Taxae: Unless olherwiss provided herein or ty law, price quoted may not Include CMfomia Slate sales or use Uw. Shipping Notice: Shril be meBed aa soon as materiel hes been fdnrarded, giving order number, elso condensed description of material. invoice In Ouplleeta: Attn. Acoounta Payable. Any and MH Equipment: Used or purchased In connectton wHh this order must meet the eppHcable reguMlons and requbemenls fbr operatton and/or use In San Dlego County. Law: This contrad is governed by the laws of Ihe sute of California. 7. The provistons of the Uniform Commercial Code shell apply except es otherwise set forth in this centred. Conlract: if no other written agreement between SELLER end CITY has been executed, then thto order, when accepted by SELLER either in wilting or by the shipment of eny artide or other 8. commencement of perfonnance hereunder, constllutee the entire contrad between SELLER end the CITY: no exceiAlens, alternates, substthites or revisions are valid or binding on Ihe CiTY unless euthoiized by the CITY in wrWng. if a sepenle wrttien agreement between SELLER end the CITY regarding this order hes been executed, then in Ute event of conllld between the terms of seid agreement and (his purchase order (he provistons of the written egreenrMnt shaH govern. Delivery: Time of delivery is the essence of this contrad. The CITY reserves Ihe right to lehise any goods and to cancel aa or any part of the goods nol conforming to the eppHcebto specificattons, drawings, samples or descriptions. Acceptance of eny pert of ttie order shall not bind CrrY to accept future shipments, nor deprive it of the right to rebim goods already accepted, el SELLER'S expense. 9. OvershlpmenI and iindershipment shall be only as egreed to by CITY. Risk of lose: Delivery shall not be deemed lo ba complete until goods have been ediiaOy received md accepted by CITY. Payments shall be mede after satisfedory ecceptcvice of shipments by CITY. Werranty: SELLER expressly warranu (hat tha goods covered by this order ere free of Hens, of merehenlaMe quality and satisfadory and safe for consumer use. Acceptance of IMs order shall conslKute en agreement upon SELLER'S part to Indemnify end hold harmless for liablWy. toss, damage and expense. Induding reasonable counsel lees, tocurred or susteined liy CITY by reeson of the failure of the gooda to conform lo such warranUas. faiMiy wortt performance, negligent or unlawftil ads, and non-compBance with any appltoable local. State or Federal codes, ordinances, orders, or statutes Induding Occupational Safely end Health Ad (OSHA) and the Calllbmto Indusblal Sefely Ad. Such remedtes shall be In eddltton to eny remedtos provWed by law. InrHngenient: SELLER shaH indemnify and defend CITY, at SELLER'S expense, against aH daims, dernamis, suits, HsMtty and expense on accouni of alleged tofringement of any patent, oopyrighl or irademartc, resulting from or arising in connectton «vith the manufacture, sale, normal use or ottier normal disposition of any article or material WORK ORDER CONOmONS 10. 11. 12. 19. 14. IS. II. Penormanee: SELLER shall perfbnn ell wortc dlHgentty, carefully, and In a good and worttmanllke mannar. shall fumish all labor, supervlston, machineiy, equipment, materials and suppltos necessary ttiarefor, shall obtain and maintain all building and other permUs and ltoense* required by Puble authortlies to connedion with perfbrmance of the wortc. and If permWed to subconbad. shall be fuly responsible for eit wortc performed by suboontradafs. SELLER shea condud ell operattons In SELLER'S own name and as independent contractor, and nol In the name of, or as an agent of CITY. 17. Indemnification: Seltor agrees lo Indemnify aitd hoM harmless CITY, Its irfnoers, employees end egenis from eny daims, dsmands or Itobllity for injury to any peraons or property erising out of or resulting from SELLER'S perfbrmance underthis contrad, untoss such injury is caused by the sde edive negligence or willful misoondud of CITY, Ns ofllcera, emptoyees or aganla. If SEUER'S negllgeru:e combines wittt CITY negligence to cause injury, the parties mree that liability will be a^porttoned es determined by a court of competent jurtsdidlon. Neither party shall request a Jury appointment. IB. SafbtyA.lBblllly Lanswige: In connedton with the perfonnance of this contrad, CfTY shall hava (he authority lo antor Ihe worksite ert any Ume for ttie purpose of IdentMying Uw existence of condlttons, etther actuai or ihre«tened. ttiat may present a danger or hazanl to any and aH employeea. SELLER agrees that CITY, in Its soto auttwriiy and dlseraiton, may order Uie immediate ebatement of any and aR oondlttons ttiat may prssent an adual or ttireatened danger or hazard to any and all emplciyees at ttie worksite. SELLER acknowledges ttie provistons of Sedton 6400 of the Leber Code, which requires that employera shall fumish emptoyrtienl and a place of emptoyment Uial is safe and heelttiful for eD emptoyees wortdng ttiereto. In Ihe event CrtY Mentlftos ttie existsnce ol any conditton Uiat presents an actual or thrsaiened danger or hazard to any or all emptoyees at Ihe worksite CFTY Is hereby auttiorized to order Ihe immediate abatement of Dial actual or ttireatened condiUon pursuant to ttiis sedton. CffY msy also, al lis sole euOMrily and discrstion. issue an Immediate slop worti enter to SELLER to ensure ttiat no employee wortiing at the wortisiw Is exposed to a dangerous or hazardoua condttton. Any stop order issued by CTTY to SELLER to ecooidence wItti ttie previsions of ttiis Sedion shell not give rise to eny datm or causa of actton fbr delay damages by SELLER or SELLER'S egents or subcontractor* agelnsi CiTY. 19. insurance: SELLER shtf maintein In fbll force during ttie term of this contrad the fbltowing tosurenoe and llmtts not toss ttwn tttose spedlled (a) Woricer's Compensetton and Employer^ UebHKy complying witti any statutory raqulremento: (b) Comprehenshre Generel Lleblllty Insurance indudtog a tmad (orm Property Damage endorsement with e St ,000.000 combined stngto limit eedi occurrence; (c) Comprehensive Auto LtobHIly (Induding Ihe owned, nonowned end hired eutomobUe hazanis) wItti a SI ,000.000 combined single UmH each occurrence; (d) Conbadual UabWty witti SI ,000.000 combined stngto Bmll each occurrence. If CfTY so desires, these limlls mey be tocrsased or decreased. 20. Bill end Uens: SELLER shalt pay prompUy all Indebtedness for tebor, meterials and equipment uMd to pisrfbrmanee of ttie work. SEL(£R shell not pennit eny lien or cherge to Mech to ttw woric or ttie premises; but If any does so attadi, SELLER shall premptty procure tts retoasa and Indemnify CITY against att damages and expense inddent thereto. 21. Bonds: if CITY so desires. SELLER shall provide payment and performence bonds as required 22. Chenges: SELLER shsll meke no changes In ttw wortc or perform any addiUonal wortc wlttwut CITTs spadtte written epprovaL 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 High Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Dan Singer Citv Manager 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." Ptease show PO number and Federal Tax 10 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 confinn acceptance of PURCHASE ORDER and delivery date. Supplier: City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 Buyer Brad Rosen brosen@poway.org Description High Resolution Ortho-Photography Account Codes 100-0104-1712 25,181.00 SIlip to: Brad Rosen-858-668-4452 13325 Civic Center Drive IT Department Poway CA 92064 Temis For Terms see www. Poway org; Business; Bids and Contracts Unit Cost 25,181.0000 X Total Cost 25,181.00 DISCOUNT: ADDL CHARGES: TOTAL TAXES: .00 .00 .00 TOTAL: 25,181.00 VENDOR INFORMATION: ID: ©00007396 Phone: Email: kvonschlieder@carlsbadca.qov Fax Peter Moote, Buyer Administrative Services RECEIVING COPY Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name Citv of San IWarcos. 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 Reqardinq Acquisition of High Resolution Ortho-Photography and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Saide Emamjomeh Information Systems Manager Printed Name Title 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 QRPER P.O. NUMBER 17820 DATE 07/01/2014 FY14/15 ANNUAL NO DEPT. FINANCE DEPARTMENT OUR PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES, PACKING LISTS AND CORRESPONDENCE. SENDJMVDlce TO CITY OF SAN MARCOS 1 Civic Center Drive / San Marcos, CA 92069-2918 ATTN: Finance Dept. SPECIAL INSTRUCTIONS: QTY. DESCRIPTION EACH AMOUNT ACCOUNT NUyBER Cooperative Agreement Regarding Acquisition of High Resolution Ortho-Photography 8,293.00 'V I c 101718-581024 £bh^.d<.€:.:b.:!,S,,V.*^-" :•:•:•:•:•:•:•:•:•:•:•:• UJ- :•:•:•:•:•:•:•:•:•:•:•: '• 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) GRAND TOTAL $8,293.00 Finance Director's Signature DEPARTMENT HE Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name Santa Fe Irrigation District. Caiifornia 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 kfalktSsfidwater.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 Regarding Acquisition of Hiqh Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Printed Harn^ ^ / Title Signature Date 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 DATE 07/09/14 CITY OF CARLSBAD V N ATTN: ACCOUNTS RECEIVABLE o 1535 FARADAY AVENUE R CARLSBAD CA 92008-7314 SANTA FE IRRIGATION DISTRICT 592 0 LINEA DEL CIELO RANCHO SANTA FE CA 92 067 CONFIRMING TO .SF1DJ.TEM QUANTITY SHIP VIA DESTINATIO REQUESTED BY KAREN FALK VENDOR NO: ORDERDATE 25 -BESGRIPTI(3N- 07/09/14 REGIONAL HIGH-RESOLUTION ORTHO-PHOTOGRAPHY PROJECI DATE REQUIRED -tJNlTCOST^ 8203.00 ACCOUNT* 01 55400 AMOUNT 8,203.00 Our Order Number must appear on all invoices, delivery slips, cases and packages. Acknowledge this order at once. ORIGINAL TOTAL 8203 .00 AUTHORIZED BY Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature 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 jgreenstein(5).cosb.orq 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 Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. City of Solana Beach David ptt, City Manager Date APPROVED AS TO FORM: onanna N. Canlas, City Attorney CITY OF SOLANA BEACH 635 SOUTH HIGHWAY 101 SOLANA BEACH, CA 92075-2215 858-720-2400 PURCHASE ORDER NO. 14000270 PAGE NO. V r~ 1388 E CITY OF CARLSBAD N 1635 FARADAY AVENUE ^ CARLSBAD CA 920 0 8 RL ^ n SOLANA BEACH CITY HALL I 635 SOUTH HIGHWAY 101 P SOLANA BEACH CA ^ ^ 92075 '-^ ATTN: MO SAMMAK J ORDER DATE: 06/25/14 BUYER: ENGINEERING REG. 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 DIRffSJQR Q^iJ»BllLMASING_ 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(a)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 Regarding Acquisition of Hiqh Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions ofthe Cooperative Agreement. Dennis O. Lamb General Manager Signature Date •i.v:: in cn VI in Iti j: E E > S I. w O « «) a ~: H I- •= u-C £ U 01 E 'i UJ •<t OL g g § '6 to ^ '6 (ft 5 « o in O 01 f) U > .5 43 s V) n 0 (B O Q •£ T3 3 cr a ti Q Q: 0^ VO O tM cri < U o u < s: o 5 00 < fM (/) C c fl) (N fM 1^ fM 00 2 5! o fM < u Q- < CO < c o X a c c OJ S < o o d in fO 00" a It <u x:. D: D.; 01 TO u_ O (/I 1- •5 o cr < 3 .0; Ul i 0 I xB u_ O O .C .16 •5 o cr < £1 >« 3 4.* Rl C 01 (A 4J a (U o 0) c '5 n £ U k. 3 CL IS o e- > ci Q "O u *i u (0 a X IU h-a 0. s: < n od 'I- 1-1 o fM cn >. 3 7.\ Exhibit C - Participant Scope and Signature Pages Participant Scope and Siqnature Paqe Participant Name: Vallev Center Municipal Water District. California Participant Address: 29300 Vallev Center Road. Vallev Center. CA 92082 Participant Phone Number: 760- 735-4562 Contribution Amount: $ 79.138 Contact Person: Patricia Garcia Contact Email: pqarcia@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 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. Gary T. Arant General Manager 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 for the proposed Meadowood annexation area, WHEREAS, the United States Geological Service, Department of the Intehor (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 agency for the North Countv agencies and enter into a separate Joint Funding Agreement with USGS, .,ith ^^EI^EAS, the City of Carlsbad desires to enter into separate participation agreements with the vanous North County Agencies participating in the Ortho-imagery Project, . WHEREAS, District participation in the USGS Ortho-imagery Project is a benefit to the n ^T,^.;^^ "'"r """fl ''^'''•'^ topographic data than would be othenwise available with a standalone District project. x/=.i.» r T '"^ RESOLVED AND ORDERED by the Board of Directors of the Valley Center Municipal Water District as follows: r . 1\ ^'^^'''^ 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 Distrirt •wifrL® r j^^"39f i%authorized to execute the agreement, on behalf of the Distnct, with the City of Carisbad for an amount not to exceed $81,250 without further authorization. ^/. • • "^f^fPP ADOPTED at a regular meeting of the Board of Directors of Valley Center Municipal Water Distnct 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 ny 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(S),citvofvista.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 Resolution Ortho-Photoqraphv and hereby agrees to be bound by the terms and conditions of the Cooperative Agreement. Printed Name Title Date B I L L i2 600 CITY OF VISTA 200 CIVIC CENTER DRIVE VISTA, CA 92084 805 THE CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008-7314 ORIGINAL Revisions QQ Expiration Date 06/30/2014 Purchase Order Fiscal Year 2014 Page 1 of THIS NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES AND SHIPPING PAPERS. Sde^T 20140521-00 T m 600 CITY OF VISTA 200 CIVIC CENTER DRIVE VISTA, CA 92084 Vendor Phone Number 760-602-2403 Vendor Fax Number Requisition Number Delivery Reference CHRIS MITCHELL Date Ordered 06/26/2014 Vendor Number 805 Date Required 06/27/2014 Freight Method/Terms Department/Location CITY MANAGER ltem# Description/Part No. HIGH RESOLUTION ORTHO PHOTOGRAPHY 6040135 - 531530 - ORTHO 6040135 - 531530 - ORTHO $22,464.00 22,464.00 #•1 Qty UOIVI EA Unit Price $22,464.00000 -tj; 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 work provided for in this order "Sellei" 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 terms and conditions hereof Seller shall be bound by this order and its tenns and conditions when it delivers to Purchaser any of the materials ordered or performs any of the services refen-ed to herein or receives any payment hereunder. 3. MODIFICATIONS AND AMENDMENTS: Purchaser shall have the right to modify this order subjectto 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 bythe Director of the 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 fhis 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 warrants thatthe use or sale ofthe materials delivered hereunder will not infringe claims ofany 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 under this 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 ofthis order specifically requires Purchaser's inspection, Seller shall advise Purchaser in writing at the address specified on the face ofthis 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 Purchaser's 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 from time to time the progress of wori< hereunder. 8. TITLE/RISK OF LOSS: The title and risk of loss of the goods shall not pass to Purchaser until Purchaser actually receives and takes possession of the goods at the point of delivery. 9. DELIVERY TERMS AND TRANSPORTATION CHARGES: F.O.B. destination unless delivery terms are specified othenwise in bid. Purchaser agrees to reimburse Seller for transportation costs in the amount specified in Seller's bid, or actual costs, whichever is lower, if the quoted delivery terms 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 tothe Seller, cancel this contract without liability to Seller if it is determined by Purchaser that gratuities inthe form of entertainment gift, or othenAfise 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 ofany determinations with respect to the performing of such a contract. In the event this contract is cancelled by purchaser pursuantto 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 by the Purchaser shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current 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 of the items shall be reduced to the Sellers current prices on orders by others, or in the altemative Purchaser may cancel this contract without liability to Seller for breach or Seller's 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 ofthe party whose performance 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 Uniform Commercial Code. Wherever the term "Uniform Commercial Code" is used, it shall be construed as meaning the California Uniform Commercial Code as adopted in the State of Califomia effective and in force on the date of this agreement. 15. TAXES, UNEMPLOYMENT BENEFITS, ETC.: Seller hereby accepts exclusive liability to, and agrees to indemnify Purchaser against liability for, the payment ofany 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 work in connection with this order. 16. EXCESS OR INCORRECT MATERIALS: Materials delivered in error or in excess of the quantity called for may, at Purchaser's option, be returned at Seller's expense. 17. FAIR LABOR STANDARDS ACT: Seller wan-ants that the materials covered by this order have beeh produced in compliance with the requirements ofthe Fair Labor Standard Act of 1938, as amended. 18. OCCUPATIONAL SAFETY AND HEALTH: Seller wartants thatthe items sold underthis 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 ofthe failure ofthe items to meet such requirements. 19. ANTI-DISCRIMINATION: Seller, in performing 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 ofthis order, unless othenwise specifically agreed to in this order. All packing, boxing, crating, and cartage shall conform 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 writteri approval of Purchaser. , • , ^ T^DTTCT^ TRUST li i=iecei«€ - Agervda ltem # 'H For the Information of the'"^ CiTY COUNCIL ACM_v;2-CA__v;:2CC_ — ' Date 2hi/^-City Manager July 7, 2014 Mr. Steve Sarkozy City Manager City of Carlsbad 1200 Carlsbad Village Dr. Carlsbad, CA 92000 Re: City Council Hearing - Agenda Item # 7 (AB #21,674, Resolution 2014-169) Dear Mr. Sarkozy, I apologize for making this request so late, but Excel GIV La Costa Owner, LLC the Owners of La Costa Towne 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 ali 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 Hllbig, our head of Asset Management, will be attending the hearing for the partnership tomorrow evening. Thanking you in advance for your consideration. Sincerely, Spencer Plumb President Excel Trust S. Werneke G. Sherman R. Benson S. Benos Date:_ Distribution: City Clerk Asst. City Clerk Deputy Clerk Book 17140 Bernardo Ceniei- Drive, Suite .300 San Diego, CA 92128 (858) 613-1800 • Fax (858) 487-9890