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HomeMy WebLinkAboutProfessional Service Agreement with Visual Genesis for On Call Consultants Downtown Meridian ModelR E ~~II~ MERIDIAN DEVELOPMENT CORPORATION 1~ PROFESSIONAL SERVICES AGREEMENT JAN 16 2008 City Of 1Vleridian lty ~lerk Office This AGREEMENT is made by and between the City of Meridian, 33 l~as I aho Avenue, Meridian, Idaho 83642, Meridian Development Corporation, ("MDC") 33 East Idaho Avenue, Meridian, Idaho 83642 and Visual Genesis, an S-corporation, existing under and by virtue of the laws of the state of Idaho ("CONSULTANT"), who agree as follows: PURPOSE AND INTENT: On-call consultants PROJECT: Downtown Meridian Model DESCRIPTION: Development and maintenance of the Downtown Meridian Model and related 3D modeling and GIS services. (See ATTACHMENT NO. 1) MDC Board of Commissioners adopted a motion on December 12, 2007, naming Visual Genesis, Inc., to provide GIS and 3D modeling services on an on-call basis. 1. SCOPE OF SERVICES: The CONSULTANT shall undertake the services as described in the Scope of Services Plan for the consideration stated below in Section 3 and as described in the scope of work attached hereto as Attachment No. 1 incorporated herein by reference. MDC shall issue to CONSULTANT an individual task order (the "Task Order") for each study or work product MDC desires CONSULTANT to prepare as part of this agreement for on-call services. 2. TASK ORDERS: Any additional services beyond those services to be performed under this Agreement shall commence upon MDC's issuance of a Task Order for a specific study. The Task Order shall include a description of the nature of the particular study and the products or services to be produced by CONSULTANT. The Task Order shall specify the schedule for completion, shall specify whether payment to CONSULTANT shall be based on time and expenses or otherwise, and shall specify a schedule of compensation based on hourly rates, a fixed sum, or an alternative method. Hourly rates for CONSULTANT shall be as shown in the Scope of Services, unless otherwise provided in the Task Order. If an alternative method of payment is specified, the Task Order shall also state the method of payment to be used for work completed to date if the contract is terminated by MDC in accordance with Section 21. 3. AMOUNT AND METHOD OF PAYMENT: Visual Genesis - on-call services - 1 3.1 MDC agrees to pay CONSULTANT for services rendered under this Agreement based on the Scope of Services set forth in Attachment No. 1 in an amount not tQ exceed $30,000.00. (a) CONSULTANT shall maintain time and expense records and provide them to the MDC monthly, along with monthly invoices in a format acceptable to the MDC for work performed to the date of the invoice. Each invoice shall specify charges as they relate to the tasks in the Task Order. Each invoice shall also specify current billing and previous payments, with a total of costs incurred and payments made to date. (b) Reimbursable expenses, (which shall cover general out-of-pocket expenses, including long-distance telephone charges, copying expenses, overnight or standard mailing expenses, travel-related expenses, and the like), shall be billed to MDC at actual cost to CONSULTANT with no mark-up, unless provided otherwise in the Task Order. (c) All invoices shall be paid by MDC within forty-five (45) days of receipt of proper invoice. (d) If the services subject to a specific invoice do not meet the requirements of this Agreement as MDC may determine, MDC shall notify CONSULTANT in writing and provide specific deficiencies in the work that do not meet the requirements. CONSULTANT shall have seven (7) working days to correct or modify the work to comply with the requirements of the Agreement as set forth in the MDC's written notice. If MDC again determines the work fails to meet the requirements, MDC may withhold payment until deficiencies have been corrected to MDC's satisfaction or may terminate this Agreement for cause as set forth in Section 21 of this Agreement. 3.2 For the annual updates the compensation shall not exceed $10,000.00 Consultant shall comply with the same process as set forth in Sections 3.1(a) through (d). 4. RIGHT OF CONTROL: MDC agrees that it will have no right to control or direct the details, manner, or means by which CONSULTANT accomplishes the results of the services performed hereunder. CONSULTANT has no obligation to work any particular hours or days or any particular number of hours or days. CONSULTANT agrees, however, that its other contracts and services shall not interfere with the performance of its under this Agreement. MDC agrees to coordinate project schedules, respective commencements and deadlines with other consultants that are part of project team. 5. INDEPENDENT CONSULTANT RELATIONSHIP: CONSULTANT is an independent CONSULTANT and is not an employee, servant, agent, partner, or joint venturer of MDC. MDC shall determine the work to be done by CONSULTANT, but CONSULTANT shall determine the legal means by which it accomplishes the work Visual Genesis - on-call services - 2 specified by MDC. This Agreement shall not be construed to create any employer- employee relationship between MDC and CONSULTANT. 6. RECORDS ACCESS AND AUDITS: CONSULTANT shall maintain complete and accurate records with respect to costs incurred and manpower expended under this Agreement. All such records shall be maintained according to generally accepted accounting principles, shall be clearly identified, and shall be readily accessible. Such records shall be available for review by MDC representatives for three (3) years after final payment. Copies shall be made available to MDC upon request. 7. FEDERAL, STATE, AND LOCAL PAYROLL TAXES: Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by MDC on behalf of CONSULTANT or the employees of CONSULTANT. CONSULTANT shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. CONSULTANT understands that CONSULTANT is responsible to pay, according to law, CONSULTANT's income tax. CONSULTANT further understands that CONSULTANT may be liable for self-employment (Social Security) tax to be paid by CONSULTANT according to law. 8. LICENSES AND LAW: CONSULTANT represents that it possesses the requisite skill, knowledge, and experience necessary, as well as all licenses required to perform the services under this Agreement. CONSULTANT further agrees to comply with all applicable laws, ordinances, and codes of Federal, State and local governments in the performance of the services hereunder. 9. FRINGE BENEFITS: Because CONSULTANT is engaged in its own independently established business, CONSULTANT is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of MDC. 10. WORKER'S COMPENSATION: CONSULTANT shall maintain in full force and effect worker's compensation and employer's liability insurance for CONSULTANT and any agents, employees, and staff that CONSULTANT may employ, and provide proof to MDC of such coverage or that such worker's compensation insurance is not required under the circumstances. 11. EQUIPMENT, TOOLS, MATERIALS OR SUPPLIES: CONSULTANT shall supply, at CONSULTANT's sole expense, all equipment, tools, materials and/or supplies to accomplish the services to be provided herein. 12. PROPRIETARY RIGHTS: All data, materials, reports, reaps, graphics, tables, memoranda and other documents or products developed under this Agreement whether finished or not shall become the property of the MDC, shall be forwarded to MDC at its request and may be used by MDC as it sees fit. MDC agrees that if it uses products prepared by CONSULTANT for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold CONSULTANT harmless therefore. MDC and CONSULTANT agree to address any charges which may be imposed on third parties Visual Genesis - on-call services - 3 to access the 3D Model and what amount, if any, should be distributed to MDC from the amount charged to third parties by CONSULTANT for allowing such third parties' use of the 3D Model or including such third parties' information within the 3D Model. 13. CONFIDENTIALITY: CONSULTANT agrees to maintain confidentiality of all work product produced under this Agreement, including both interim and draft, materials, reports, maps, graphics, tables, memoranda and other documents, unless and until MDC signifies its written approval that such work product may be published as final work product. MDC reserves the right to distribute the final work product as it sees fit, provided that CONSULTANT may use final reports as approved and adopted by the Meridian Development Corporation Board of Commissioners in the marketing of its firm. 14. TERM OF AGREEMENT: This Agreement shall commence as of the effective date specified in Section 30 and shall continue until the scope of services is complete, along with annual updates through 2011. 15. ENTIRE AGREEMENT: This Agreement, along with any and all Exhibits , attached hereto and incorporated herein by reference, contains the entire Agreement of the parties and supercedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. 16. GENERAL ADMINISTRATION AND MANAGEMENT: The Executive Director of MDC, or his/her designee, shall be MDC's representative, and shall oversee and approve all services to be performed, coordinate all communications, review and approve all invoices, and carry out any and all tasks as may be required under this Agreement. 17. CHANGES: MDC reserves the right to makes changes from time to time in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in CONSULTANT's compensation, which are mutually agreed upon by and between MDC and CONSULTANT, shall be incorporated in written amendments to this Agreement. 18. AMENDMENTS: This Agreement may be amended only in writing, upon mutual agreement of both MDC and CONSULTANT. 19. ASSIGNMENT: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of MDC. 20. SUBCONSULTANTS: CONSULTANT may propose to MDC the use of subconsultants ("SUBCONSULTANTS") for performance of a particular Task Order. MDC shall have the right to approve the use of SUBCONSULTANTS and the amount and method of SUBCONSULTANTS' compensation prior to commencement of any work by SUBCONSULTANTS, and such approval shall be in writing as part of the Task Order. MDC shall have the right to approve any change in the use of Visual Genesis - on-call services - 4 SUBCONSULTANTS. Such changes in SUBCONSULTANTS shall be approved by MDC in writing and shall not affect the amount of payment stated in Task Order unless specifically authorized by MDC in its written approval. MDC shall have no liability to said SUBCONSULTANTS and CONSULTANT shall be responsible for work by the SUBCONSULTANTS and payment to said SUBCONSULTANTS. 21. TERMINATION OF AGREEMENT: (a) FOR CAUSE: If, through any cause, the CONSULTANT or MDC shall fail to fulfill its respective obligations under this Contract, or if the CONSULTANT or MDC shall violate any of the covenants, agreements, or stipulations of this Contract (both circumstances herein referred to as a "Default"), the Non- Defaulting Party shall thereupon have the right to terminate this Contract by giving written notice to the Defaulting Party and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. If this Contract is terminated under this section, CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder through the date of termination. Notwithstanding the above, the Defaulting Party shall not be relieved of liability to the Non-Defaulting Party by virtue of any breach of this Contract. MDC may withhold any payments to the CONSULTANT for the purpose of set-off until such time as the exact amount of damages due MDC from the CONSULTANT is determined. CONSULTANT may withhold performance under this Contract as a remedy for any default by MDC. Upon termination under this section, CONSULTANT shall also provide MDC all products or works of consulting generated to date of termination. (b) TERMINATION FOR CONVENIENCE OF MDC: MDC may terminate this Agreement at any time for any reason by giving at least fifteen (15) days notice in writing to the CONSULTANT. If this Agreement is terminated by MDC as provided herein, CONSULTANT shall be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of CONSULTANT covered by this agreement, less payment or compensation previously made. 22. NOTICES: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Agreement shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addresses as follows: To MDC: Shaun Wardle, Administrator Meridian Development Corporation 33 East Idaho Avenue Visual Genesis - on-call services - 5 Meridian ID 83642 To CONSULTANT: Jason Pfaff, President Visual Genesis 3910 Hill Road, Ste. B Boise ID 83703 23. DISCRIMINATION PROHIBITED: In performing the services required herein, CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or handicap. Violation of this section shall constitute a material breach of this Agreement and deemed grounds for cancellation, termination or suspension of the Agreement by MDC, in whole or in part, and may result in ineligibility for further work for MDC. 24. WARRANTY: CONSULTANT warrants that all services will be performed in good faith and in a workmanlike manner. CONSULTANT acknowledges that it will be liable for any breach of this warranty. 25. INDEMNIFICATION: CONSULTANT agrees to indemnify, defend and hold harmless MDC, and its officers, agents and employees, from and against all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the act and/or any performances or activities of CONSULTANT, CONSULTANT's agents, employees, or representatives under this Agreement. 26. INSURANCE: CONSULTANT agrees to obtain and keep in force during its acts under this Agreement a comprehensive general liability insurance policy in the minimum amount of $1,000,000 which shall name and protect CONSULTANT, all of CONSULTANT's employees, MDC, its officers, agents and employees, from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the CONSULTANT's acts. CONSULTANT shall provide proof of liability coverage as set forth above to MDC before commencing its performance as herein provided, and shall require insurer to notify MDC ten (10) days prior to cancellation of said policy. 27. NONWAIVER: Failure of either party to exercise any of the rights under this Agreement, or breach thereof, shall not be deemed to be a waiver of such right or a waiver of any subsequent breach. 28. APPLICABLE LAW: Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the state of Idaho. 29. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining portions of the Agreement will nevertheless remain in full force and effect. Visual Genesis - on-call services - 6 30. ATTORNEY FEES.: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination, or forfeiture of this Agreement. I. EFFECTIVE DATE: The effective date of this Agreement shall be the day this Agreement is signed by MDC. II. DISPUTES: In the event that a dispute arises between MDC and the Consultant regarding application or interpretation of any provision of this Agreement, the aggrieved party shall promptly notify the other party to this Agreement of the dispute within ten (10) days after such dispute arises. If the parties shall have failed to resolve the dispute within thirty (30) days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation or other process of structured negotiation under the auspices of a nationally or regionally recognized organization providing such services in the Northwestern States or otherwise, as the parties may mutually agree before resorting to litigation. Should the parties be unable to resolve the dispute to their mutual satisfaction within thirty (30) days after such completion of mediation or other process or structured negotiation, each party shall have the right to pursue any rights or remedies it may have at law or in equity. III. SUCCESSORS IN INTEREST: The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereby, and their respective successors and assigns. Visual Genesis - on-call services - 7 IN WITNESS WHEREOF, MDC and CONSULTANT have executed this Agreement as of the effective date specified above. MDC CONSULTANT By: o~C9~-- Printed N~e: Crai Slocum Printed Name: Jaso~P.~',~ Title: Chairman Title: ~,~pLa -,~~ DATE: ~ ~ s ` ° g DATE: ~~, , Z o~~~ Attest n Visual Genesis - on-call services - 8 ATTACHMENT NO. 1 Abstract Visual Genesis has been contacted by Mr. Josh Grant of the Meridian Development Corporation to aid in the creation of a 3D model for downtown Meridian, Idaho. The purpose of the 3D Model is to: • Analyze the existing conditions of Meridian and its opportunities/constraints currently faced by MDC, developers and the public • Use the model as a planning tool for creation of a "New Vision" for downtown. • Use the 3D model to present the "New Vision" of MDC to both the developers and the public. • Use the model to solicit input from the public regarding the vision • Continue to use the 3D model to analyze the impact of new development within the context of the existing environment. • Supplemental Uses of the 3d Model include: o Sun and Shadow Studies o Skyline Dominance studies o Corridor Analysis and Tunnel Effect Studies o Landscape Studies o Pedestrian Scale analysis o Traffic Analysis Visualization o Urban renewal application and grant Application visioning o Historic and Architectural compliance o Massing and scale Studies o Architectural Style Products: • Product 1- 3D Model -Existing conditions Visual Genesis, [nc. will create an existing conditions 3D Model. The 3D model will be developed with aerial photography, and will include existing buildings as 3D models. Step 1-Aerial Photography - To be collected from Compass featuring the 2007 aerial photography Step 2-Urban Renewal study area boundary development- Visual Genesis will create an aerial based 3d Model of the Urban Renewal Boundary Study area for use in 3D Fly-throughs. Step 3 -Option: Visual Genesis. inc. can. "Man " nhotoQranhv of the commercial BuildinQS for use in identification. and architectural comparison. Product 2 -MDC "New Vision" Graphics -Creation of the "New Vision" for the urban renewal area will require conceptual design input from a professional planner, landscape architect or architect. Once input has been given to Visual Genesis, new 3D Models can be created, and presented in either static (image) or dynamic (Animation / DVD) for use in public meetings, over the web or for mailer. Visual Genesis will work closely with MDC to ensure the new graphics accurately represent the vision for downtown. o Step 1-Proposed development data collection -Visual Genesis will work closely with MDC to collect All available information for new developments. This will include, but not limited to the following: ^ AutoCAD Drawings ^ Hand Renderings or sketches ^ Photos of proposed development types ^ Footprints of new developments o Step 2 - 3d development of proposed Structures -Once data has been collected, Visual Genesis will develop each of the structures as a 3D model. The 3d Models will be placed accordingly to their proposed location. Product 3 -Animation and DVD Development -Once the existing conditions and the proposed developments have been completed, Visual Genesis, inc. will create animation fly-throughs and secondary graphics for presentation. The animations will essentially describe the existing conditions, the opportunity/constrains and the proposed vision for the urban renewal area. o Step 1 -Script development -Visual Genesis, inc. will work with MDC to develop a script for each "animation" the script will essentially tell a unique story. o Step 2 -Animation path development -Visual Genesis, inc. will use the script as a guideline to develop the animations. During this phase of the project, Visual Genesis Inc. will provide draft "low resolution" review samples before final animations are developed. This will allow for comment and revisions prior to the completion of the final product. o Step 3 - DVD Authoring and Animation Publishing- Visual Genesis, Inc. will develop each of the animations into 3 formats: DVD, Web Enabled and PowerPoint enabled. Costs o Product 1 -Existing Conditions 3D Model Creation - $8000.00 ($11500.00 with Building Mapping Option) o Aerial Photography and Ground Base Development $3000.00 0 3D Building Development - $5000.00 o OPTION Building Mapping fPhoto~raph~apped to sides of 3d Commercial BuildinQS) $3500.00 -For examples, please re er to the Boise City Model on the www.visualgenesis.com web site. o Product 2 "New Vision" Graphics Creation - to be determined on an as needed basis. Typical Costs are as follows (Typically, low detail models are sufficient to explain Concept and gain public acceptance): o Low detail Models -Approximately $100 - 500.00 Each o Medium Level Models - $1000.00 to 1500.00 Each o High Detailed Models - 2000.00 to 8000.00 Each o Product 3 -Animation and DVD Development (typically $1500 - $2500 per finished minute of animation. The range typically depends on addition of labeling, GIS Integration, secondary graphic development, Music, etc). The exact costs will be determined during the script development phase of the project.