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HomeMy WebLinkAbout59-21 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 59-21 File Number: 2021-0051 SURDEX CORPORATION: A RESOLUTION TO APPROVE A CONTRACT WITH SURDEX CORPORATION IN THE AMOUNT OF $28,000.00, PURSUANT TO A FEDERAL GSA ADVANTAGE COOPERATIVE PURCHASING CONTRACT, FOR AERIAL PHOTOGRAPHY SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign a contract with Surdex Corporation in the amount of $28,000.00, pursuant to a federal GSA Advantage cooperative purchasing contract, for aerial photography services for the Geographic Information Systems Division. PASSED and APPROVED on 2/18/2021 Page 1 Attest: `-Ski • R K / T :��\r. • SIT Kara Paxton, City Clerk Trease�••• *";i 0 SON` i O� N���`• Printed on 2119121 of cnrE-re 4 S City of Fayetteville, Arkansas Text File 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 File Number: 2021-0051 Agenda Date: 2/16/2021 Version: 1 Status: Passed In Control: City Council Meeting Agenda Number: A.5 SURDEX CORPORATION: File Type: Resolution A RESOLUTION TO APPROVE A CONTRACT WITH SURDEX CORPORATION IN THE AMOUNT OF $28,000.00, PURSUANT TO A FEDERAL GSA ADVANTAGE COOPERATIVE PURCHASING CONTRACT, FOR AERIAL PHOTOGRAPHY SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign a contract with Surdex Corporation in the amount of $28,000.00, pursuant to a federal GSA Advantage cooperative purchasing contract, for aerial photography services for the Geographic Information Systems Division. City of Fayetteville, Arkansas Page 1 Printed on 211812021 City of Fayetteville Staff Review Form Keith Macedo Submitted By 2021-0051 Legistar File ID 2/16/2021 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 1/22/2021 INFORMATION TECHNOLOGY (170) Submitted Date Division / Department Action Recommendation: Staff recommends authorizing the attached proposal, with Surdex Corporation, to provide GIS aerial photography through the Government Cooperative Purchasing Program, General Services Administration (GSA) Schedule 70. Budget Impact: 4470.170.8170-5315.00 Sales Tax Capital Account Number Fund 02055.1 Geographic Information System (GIS) Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? NA Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Project Title $ 28,712.00 $ 28,712.00 $ 28,000.00 $ 712.00 V20180321 Purchase Order Number: Previous Ordinance or Resolution # 79-20 Change Order Number: Original Contract Number: Comments: Approval Date: CITY OF . FAYETTEVILLE ARKANSAS MEETING OF FEBRUARY 16, 2021 TO: Mayor and City Council THRU: Susan Norton, Chief of Staff CITY COUNCIL MEMO FROM: Keith Macedo, Director of Information Technology Greg Resz, GIS Manager DATE: January 22, 2021 SUBJECT: Staff recommends authorizing the attached proposal, with Surdex Corporation, to provide GIS aerial photography through the Government Cooperative Purchasing Program, General Services Administration (GSA) Schedule 70. RECOMMENDATION: Staff recommends authorizing the attached proposal, with Surdex Corporation, to provide GIS aerial photography via the Government Cooperative Purchasing Program (GSA). BACKGROUND: The City's Geographic Information Systems (GIS) division provides mapping resources for the entire City, which includes aerial photography data. The City traditionally obtains new aerial photography on an annual basis to help monitor and map changes throughout the City. In 2020 City Council approved a proposal with Surdex Corporation to collect aerial photography data, utilizing the same GSA cooperative purchasing program. City staff was happy with the quality of the photography and happy with the responsiveness of Surdex. DISCUSSION: In the past the City joined area Cities and Counties to collectively procure aerial photography, but the date of image capture was generally around January 1, which resulted in long shadows and some leaf canopy obscuring images. City staff prefers contracting directly with an aerial photography vendor to allow staff to specify the best environmental conditions for optimal photo quality. Photography acquired in late winter has the optimal sun angle to reduce shadows and to leverage the least amount of leaf canopy as possible. City staff identified an existing cooperative purchasing agreement, through GSA schedule 70, Contract #47QTCA18DOOJ5, GSA Special Item Number (SIN) Earth Observation Solutions: 132-41, with Surdex Corporation, that complies with City procurement policy. The Surdex agreement meets or exceeds the City's specifications Staff recommends authorizing the attached proposal, in the amount of $28,000, to purchase aerial photography for the entire City as well as the water service and planning areas. BUDGET/STAFF IMPACT: The cost for the attached proposal is $28,000 and is budgeted within the Sales Tax Capital improvements fund, within the GIS CIP project (02055). Attachments: Staff review memo, staff review form, Surdex Corporation proposal Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 PROPOSAL CITY OF FAYETTEVI LLE, AR 2021 Digital Orthophotography DATE: January 15, 2021 rSURDEX CORPORATION Greg Resz, GISP GIS Manager City of Fayetteville, Arkansas 113 W. Mountain St. Fayetteville, AR 72701 Phone: (479) 444-3431 Tim Donze Vice President, Business Development Surdex Corporation Office: 636) 368-4424 Mobile: (314) 422-7616 Email: TimD@surdex.com January 15, 2021 Page 1 PROPOSAL City of Fayetteville, AR 2021 Digital Orthophotography 1� SURDEX Surdex is proposing the City contract with us using our contract through the Government Cooperative Purchasing Program, GSA Schedule 70, Contract #474TCA18DOOJ5, GSA Special Item Number (SIN) Earth Observation Solutions: 132-41. Surdex agrees to meet the specification provided in the City's "Request for Bid" for the 2020 Digital Orthophotography. This proposal is a brief understanding of the scope of work and includes a fee schedule for this project. PROJECT AREA The project area for this project are identified on the following page, Control Diagram (6") project area that is approximately 154 sq/mi. located in the City of Fayetteville (COF), Arkansas. The exact area of interest (AOI) diagram is shown on the Control Diagram on the following page. Prior to mobilization of acquisition assets and production, Surdex will require confirmation of the contractual project limits. DIGITAL AERIAL PHOTOGRAPHY Surdex aircraft will capture four band (red, green, blue, and new infrared), multispectral digital aerial ortho photography of your area of interest(s); the control diagrams are provided later in this document. Each aircraft is equipped with high -precision digital aerial mapping sensors. The acquisition plan will be designed to achieve photogrammetric accuracies based on the known requirements requested by the City of Fayetteville and generally accepted industry practice. Surdex's image sensors are equipped with forward motion compensation and gyro -mount sensor leveling features. To supplement the required photogrammetric ground control, all aircraft and sensors are equipped with Global Navigation Satellite System (GNSS) navigation and Inertial Navigation System (INS) technology. Surdex's direct digital sensors capture Panchromatic (PAN), Red, Green, Blue (RGB) and near Infrared (IR) bands simultaneously. Processing and delivery of supplemental image bands is available upon request for an additional charge. Acquisition Conditions: Surdex will acquire imagery leaf -off conditions when the sky is free of clouds, cloud shadows and atmospheric haze, generally between 10:00 a.m. and 2:00 p.m. and/or when the sun angle is greater than 35 degrees. Manufactures calibration Reports: The manufactures calibration reports for our digital mapping cameras/sensor will be provided to the COF. GROUND CONTROL SURVEYS Surdex will use existing photo identifiable control points provided by COF to support geospatial data production for this project. Surdex assumes no responsibility for the accuracy of the control provided. Re -work required by Surdex due to insufficient or inaccurate control surveys provided by COF may be cause for increased fees. Re -work of mapping services will not be completed, nor additional fees charged without written agreement between Surdex and COF. Should any additional survey points be needed, Surdex will perform ground surveys to support geospatial data production projects. This surveying will be performed to an accuracy and density required to support the mapping project. The proposed control diagram is on the following page. January 15, 2021 Page 2 PROPOSAL City of Fayetteville, AR 2021 Digital Orthophotography TRIANGULATION 1'� SURDEX All aerial imagery collected for this project will be processed through an analytical triangulation solution that is controlled to ground survey points. CONTROL DIAGRAM CONTROL DIAGRAM ,• . Erg Gpaq �[[.aa awvav:[wf,Tmutow.-wruw.� r� + a • r° ® + ® + e + a•, + + + + 40 ryq`[.n Sources- Esn. HERE. Garman. USGS ;nte"ap. WCREMENT P NRCan. Esri Japan METI Esn China (Hong Kong) Esn Korea Esn (ThadarW 1. NGCC J OpenStreetMap contributors, and the GIS User Community 0 1.5 3 6 Miles I) 1 1 1 1 1 1 1 Legend 1� ® QC points SURDEX + Control points \4ON E Project boundary ti January 15, 2021 Page 3 PROPOSAL 1� City of Fayetteville, AR N SURDEX CORPORATION 2021 Digital Orthophotography ORTHOIMAGERY MAPPING Surdex will produce digital orthorectified aerial image tiles consistent with the shapefile area of interest (A01) and tile layout provided by COF. The orthoimage tiles will be provided at a horizontal scale of 1"=100' at a ground resolution of 0.5'. Unless specifically requested in writing, Surdex reserves the right to utilize, if available, any existing elevation model deemed suitable for orthorectification to meet the contractual accuracy requirements as stated. If suitable elevation data is not available, Surdex will generate a new elevation model using manual and automated photogrammetric techniques. If requested, Surdex will deliver the elevation model used in the orthorectification process. To improve efficiency of client acceptance, Surdex may provide, at its discretion, seamline data for reference. Standard image format shall be tiff and tiff world (.tif/.tfw) and will be delivered on an external hard drive. Additional image formats are available. An additional charge may be required for additional formatting or processing. PRODUCT ACCURACY Unless otherwise requested, the products provided under this proposal will meet or exceed the American Society for Photogrammetry and Remote Sensing (ASPRS) Accuracy Standards for Digital Geospatial Data horizontal and/or vertical accuracies as listed below. Table accuracy values below are RMSE in feet. CE95 ALLOWABLE SEAMLINE GSD LIMITING RMSEx.v RMSE MISMATCH 6" 1.0' 1.41' 2.45' 2.0' SCHEDULE PRELIMINARY SCHEDULE TASK DATE Aerial Acquisition no later than March 15, 2021 Final delivery of orthophotography July 20, 2021 January 15, 2021 Page 4 PROPOSAL City of Fayetteville, AR 2021 Digital Orthophotography FEE SCHEDULE SERVICES DIGITAL AERIAL PHOTOGRAPHY TOTAL DELIVERY ITEMS Q*V 14NN SURDEXON SPECIFICATIONS AND DELIVERABLES PRICE The following delivery items are included in the fees above: $28,000 $28,000 Digital Orthoimagery ■ Survey Report ■ Digital orthoimagery in .tif/tfw, .JPEG, Mr. SID tiles and/or MrSID mosaic formats ■ Seamline shapefile ■ FGDC-compliant metadata SURDEX CORPORATION e��- L� Signature Date: January 15, 2021 CITY OF FAYETTEVILLE, AR ure Date: "� / l � J 9"' t HELP US PREVENT PAYMENT FRAUD - Surdex will adhere to the original payment processing method in our contract. Surdex will not contact you to change payment processing methods. Surdex requests all questions or concerns be directed to Surdex Corporation, Accounting January 15, 2021 Page 5 PROPOSAL City of Fayetteville, AR 2021 Digital Orthophotography TERMS AND CONDITIONS The following terms and conditions are incorporated in and together with the proposal become a part of the contract between Client and Surdex Corporation ("Surdex"). Both parties agree as follows: ACCESS Client shall arrange for access to and make all provisions for Surdex to enter upon all public and private lands as required for Surdex to perform its services. INVOICES / PAYMENT SCHEDULE Client is solely responsible for payment of services; payment will in no way be conditional upon Client receipt of payment from another party. Payment schedule is to be: • 60% due upon completion of acquisition, 40% due upon final delivery. TERMS / INTEREST / LATE PAYMENT Payment shall be due 30 days after receipt of an invoice If a project is inactive for more than 45 days, Surdex may suspend the services and bill Client for all services performed to date. TAXES If Client does not provide evidence of tax exempt status prior to commencement of any services by Surdex, then Client shall be responsible for any and all taxes in connection with such services. SURDEX'S INSURANCE REQUIREMENTS Surdex shall maintain in force throughout the term of this Agreement insurance of the types and in the minimum amounts set forth below. 1) WORKERS COMPENSATION: Statutory Coverage, including Employer's Liability with minimum limits of $1, 000, 000. 2) COMMERCIAL GENERAL LIABILITY: $2,000,000 Combined Single Limit per occurrence for Bodily Injury, Personal Injury, and Property Damages, including Contractual Liability covering Surdex's indemnification obligations in this Agreement. 3) COMPREHENSIVE AUTOMOBILE LIABILITY: $1,000,000 Combined Single Limit per accident including any auto, all owned autos, hired autos and non -owned autos. 1� SURDEX 4) PROFESSIONAL LIABILITY: $2,000,000. 5) AIRCRAFT LIABILITY: $10,000,000, if aircraft are employed. 6) VALUABLE PAPERS: $150,000. INDEMNITY Surdex agrees to indemnify, defend and hold Client harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Surdex's negligence, but only to the extent that such indemnity is covered by Surdex's CGL or Professional Liability insurance. As a material part of the consideration to Surdex, Surdex assumes all risk of damage to its property or injury to persons, including its agents, contractors and employees in performance of Services hereunder, and Surdex hereby waives all claims in respect thereof against Client, except for any claim arising out of Client's negligence or willful misconduct. As used in this Section, the term "Client" shall include Client's employees, agents and contractors, if applicable, and "Surdex" shall include Surdex's employees, agents and contractors, if applicable. Client agrees to indemnify, defend and hold Surdex harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Client's negligence. January 15, 2021 Page 6 PROPOSAL City of Fayetteville, AR 2021 Digital Orthophotography TESTING Client shall independently verify the accuracy of Surdex's services prior to using or relying on the same (or providing the same to others for any reason), and in an event no later than six (6) months after completion of the services (the "Claim Period"). If Client fails to take commercially reasonable efforts to verify the accuracy of Surdex's services as required herein, then Client shall be deemed to have waived all claims and rights of recovery against Surdex. RIGHT TO CURE If Client discovers errors in the deliverables within the Claim Period, Client shall promptly notify Surdex, and Surdex shall have the right to correct or repair for ninety (90) days after receipt of Client's notice (or such longer period if 90 days is insufficient) at Surdex's sole cost. LIMITATION OF LIABILITY To the fullest extent permitted by law, Surdex's total aggregate liability to the Client arising out of this Agreement, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, is limited to the Total Price paid to Surdex for this contract. The terms of the warranty for all deliverables shall conform to the terms of the Surdex's GSA contract. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER CLIENT NOR SURDEX SHALL BE LIABLE TO THE OTHER FOR, AND EACH EXPRESSLY WAIVES THE RIGHT TO RECOVER, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. OTHER Any services being provided to Client by Surdex may be terminated by either party upon ten (10) business days' prior written notice, and in such event Surdex shall be paid by Client for all services performed up to and including the termination date, including reimbursable expenses. FORCE MAJEURE Neither Client nor Surdex shall be liable to the other for damages or delay in performance caused by acts of God, weather, strikes, labor disputes, accidents or any other event beyond the control of the other or its employee's and agents. 1� WN SURDEX ARBITRATION Disputes regarding this Agreement should, in everyone's interest of expedience and cost, resolve issues in arbitration, in accordance with the rules of the American Arbitration Association. Should either party not agree to such arbitration, they are entitled to seek judgement in a court law. OWNERSHIP OF WORK PAPERS Surdex agrees that all materials, reports, drawings, studies, specifications, estimates, maps, computer data tapes, computations and other materials prepared by or for Client under the terms of this Agreement shall upon proper payment by Client to Surdex become the property of the Client. However, any processes, procedures, programs, software, or similar practices of Surdex, whether developed prior to or during the project, shall remain the property of Surdex until sold or licensed to Client for its use or use by others for separate compensation. Client shall not alter the same in any manner and shall waive any claim against Surdex and shall, to the fullest extent permitted by law, indemnify, defend, and hold Surdex harmless from any claim or liability for injury or loss arising from unauthorized alteration of Surdex's work product. CONFIDENTIALITY Surdex shall keep confidential all information obtained from and designated as confidential by Client and shall not divulge any confidential information concerning the Project to any person or entity (other than Surdex's subcontractors, employees or other persons or entities to the extent necessary to complete the services) unless written approval is granted by the Client or as ordered by a court of competent jurisdiction. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. Should a conflict of terms arise from agreed to provisions, the terms of this agreement shall prevail. EXECUTION Upon signing of this document, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. January 15, 2021 Page 7 Surdex Corporation Supply Schedule Catalog/Price List — July 7, 2020 4URDEX S qCORPORATION GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST Online access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu -driven database system. The INTERNET address for GSA Advantage! is http:Hwww..qsaadvantage.gov SCHEDULE TITLE: Multiple Award Schedule - Large Category - Information Technology SIN: SIN 541370GEO NAME: Earth Observation Solutions CONTRACT NUMBER: 47QTCA18DOOJ5 CONTRACT PERIOD: 08/09/2018 through 08/08/2023 For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at www.fss.gsa.gov CONTRACTOR: Surdex Corporation 520 Spirit of St Louis Blvd Chesterfield, MO 63005-1002 Phone: (636) 368-4400 E-mail: MarkZ(aD-surdex.com CONTRACTOR'S ADMINISTRATION SOURCE: P.O.C.: Mark Zeman Phone: (636) 368-4400 E-mail: MarkZ surdex.com BUSINESS SIZE: Other than Small Business CONTRACT INFORMATION: 1. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs) SIN DESCRIPTION 132-41 Earth Observation Solutions 520 Spirit of St. Louis Blvd. • Chesterfield, MO 63005 • (636) 368-4400 Page 1 Surdex Corporation Supply Schedule Catalog/Price List — July 7, 2020 2. MAXIMUM ORDER*: The maximum order is $1,000,000 *If the best value selection places your order over the Maximum Order identified in this catalog/price list, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404. 3. MINIMUM ORDER: $1,000 4. GEOGRAPHIC COVERAGE: Domestic delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Note that for products, domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. 5. POINT(S) OF PRODUCTION: N/A 6. DISCOUNT FROM LIST PRICES: Prices shown are GSA net prices 7. QUANTITYNOLUME DISCOUNT: None 8. PROMPT PAYMENT TERMS: None 9. Government Purchase Cards are accepted at or below the micro purchase threshold. 10. FOREIGN ITEMS: N/A 11a. TIME OF DELIVERY: Negotiated at Task Order Level 11 b. EXPEDITED DELIVERY: Negotiated at Task Order Level 11 c. OVERNIGHT AND 2-DAY DELIVERY: Negotiated at Task Order Level 11d. URGENT REQUIRMENTS: Agencies can contact the Contractor's representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery. 12. FOB POINT: Destination Note: All travel required in the performance of this contract and orders placed hereunder must comply with the Federal Travel Regulations (FTR) or Joint Travel Regulations (JTR), as applicable, in effect on the date(s) the travel is performed. Established Federal Govemment per diem rates will apply to all contractor travel. Contractors cannot use GSA city pair contracts. The contractor shall not add the Industrial Funding Fee onto travel costs. 13a. ORDERING ADDRESS: Same as Contractor's address. 13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3. 520 Spirit of St. Louis Blvd. • Chesterfield, MO 63005 • (636) 368-4400 Page 2 Surdex Corporation Supply Schedule Catalog/Price List — July 7, 2020 14. PAYMENT ADDRESS: Same as Contractor's address. 15. WARRANTY PROVISION: Standard Commercial Warranty. Customers should contact the contractor for a copy of the warranty. 16. EXPORT PACKING CHARGES: N/A 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Accepted at or below the micro -purchase level. 18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A 19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A 20a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A 20b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A 21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A 22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A 23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A 24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A 24b. Section 508 Compliance for EIT: N/A 25. DUNS NUMBER: 006332415 26. NOTIFICATION REGARDING REGISTRATION IN CENTRAL CONTRACTOR REGISTRATION (CCR) DATABASE: Contractor is registered and valid in SAM until 06/09/2021, Cage Code = 8G253 520 Spirit of St. Louis Blvd. • Chesterfield, MO 63005 • (636) 368-4400 Page 3 Surdex Corporation Supply Schedule Catalog/Price List — July 7, 2020 PRICE LIST SIN(s) PROPOSED SERVICE PROPOSED (e.g. Job Title/Task(including PRICE OFFERED TO GSA IFF 541370GEO Photogrammetrist Senior 109.92 541370GEO Photogrammetrist Journeyperson 64.08 541370GEO Quality Assurance Manager 98.27 541370GEO Project Manager 94.18 541370GEO Aerial Photography Pilot 67.55 541370GEO Sensor Operator in flight 76.42 541370GEO Sensor Operator on ground 47.09 541370GEO Airborne GPS Ground Engineer 61.06 541370GEO Stereo Technician 58.86 541370GEO Orthophoto Technician 48.72 541370GEO GIS Technician 48.44 541370GEO Survey Licensed 114.44 541370GEO Survey Technician 51.00 541370GEO Geospatial Analyst Senior 109.61 541370GEO Geospatial Analyst Joumey 68.87 541370GEO Imagery Scientist 76.07 541370GEO Cartographer Senior 82.08 541370GEO Cartographer Joumeyperson 48.55 541370GEO Database System Manager 127.58 ODC - "Other Direct Charges" 541370GEO Piston single/hr 279.81 541370GEO Piston twin/hr 582.28 541370GEO Turbo prop/hr 800.12 541370GEO LiDAR sensor/hr 505.97 541370GEO Digital Sensor 639.56 541370GEO GPS/hr 6.94 520 Spirit of St. Louis Blvd. • Chesterfield, MO 63005 - (636) 368-4400 Page 4 Surdex Corporation City of Fayetteville Staff Review Form 2022-0196 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Greg Resz 2/22/2022 INFORMATION TECHNOLOGY (170) Submitted By Submitted Date Division / Department Action Recommendation: Staff recommends signing the attached proposal, with Surdex Corporation, to provide GIS aerial photography via the Government Cooperative Purchasing Program (GSA) Schedule 70. Budget Impact: 4470.170.8170-5315.00 Sales Tax Capital Account Number Fund 2055.1 Geographic Information System (GIS) Project Number Budgeted Item? Yes Current Budget Funds Obligated Current Balance Does item have a cost? Yes Item Cost Budget Adjustment Attached? No Budget Adjustment Remaining Budget Project Title $ 28,712.00 $ 28,712.00 $ 28,000.00 $ 712.00 V20210527 Purchase Order Number: Previous Ordinance or Resolution # 59-21 Change Order Number: Original Contract Number: Comments: Approval Date: 2-28-22 CITY OF _ FAYETTEVILLE ARKANSAS TO: Mayor Jordan THRU: Susan Norton, Chief of Staff Keith Macedo, Information Technology Director FROM: Greg Resz, GIS Manager DATE: February 24, 2022 STAFF MEMO SUBJECT: Staff recommends signing the attached proposal, with Surdex Corporation, to provide GIS aerial photography via the Government Cooperative Purchasing Program (GSA) Schedule 70. RECOMMENDATION: Staff recommends signing the attached proposal, with Surdex Corporation, to provide GIS aerial photography via the Government Cooperative Purchasing Program (GSA) Schedule 70. BACKGROUND: The City's Geographic Information Systems (GIS) division provides mapping resources for the entire City, which includes aerial photography data. The City traditionally obtains new aerial photography on an annual basis to help monitor and map changes throughout the City. In 2021 City Council approved a proposal with Surdex Corporation to collect aerial photography data, utilizing the same GSA cooperative purchasing program. City staff was happy with the quality of the photography and with the responsiveness of Surdex. DISCUSSION: The GIS division has identified an existing cooperative purchasing agreement, through GSA schedule 70, Contract #470TCA18DOOJ5, GSA Special Item Number (SIN) Earth Observation Solutions: 132-41, with Surdex Corporation, that complies with City procurement policy. The Surdex proposal meets or exceeds the City's specifications. The City used this same proposal from Surdex in the 2020 and 2021. Staff has compared this proposal to previous years to ensure the City Law Department approved verbiage remained unchanged. This proposal in the amount of $28,000 is below the threshold for council approval. BUDGET/STAFF IMPACT: The cost for the attached proposal is $28,000 and is budgeted within the Sales Tax Capital improvements fund, within the GIS CIP project (02055). Attachments: Staff Review Form, Staff Review Memo, Surdex Corporation 2022 proposal Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 PROPOSAL CITY OF FAYETTEVILLE, AR 2022 Digital Orthophotography DATE: February 3, 2022 rSURDEX CORPORATION Greg Resz, GISP GIS Manager City of Fayetteville, Arkansas 113 W. Mountain St. Fayetteville, AR 72701 Phone: (479) 444-3431 Jack King Business Development Surdex Corporation Office: (636) 368-4420 Mobile: (601) 405-4070 Email: iack.kingCa)-surdex.com PROPOSAL City of Fayetteville, AR 2022 Digital Orthophotography 1� SURDEX Surdex is proposing the City contract with us using our contract through the Government Cooperative Purchasing Program, GSA Schedule 70, Contract #47QTCA18DOOJ5, GSA Special Item Number (SIN) Earth Observation Solutions: 132-41. Surdex agrees to meet the specification provided in the City's "Request for Bid" for the 2020 Digital Orthophotography. This proposal is a brief understanding of the scope of work and includes a fee schedule for this project. PROJECT AREA The project area for this project are identified on the following page, Control Diagram (6") project area that is approximately 154 sq. mi. located in the City of Fayetteville (COF), Arkansas. The exact area of interest (AOI) diagram is shown on the Control Diagram on the following page. Prior to mobilization of acquisition assets and production, Surdex will require confirmation of the contractual project limits. DIGITAL AERIAL PHOTOGRAPHY Surdex aircraft will capture four band (red, green, blue, and new infrared), multispectral digital aerial ortho photography of your area of interest(s); the control diagrams are provided later in this document. Each aircraft is equipped with high -precision digital aerial mapping sensors. The acquisition plan will be designed to achieve photogrammetric accuracies based on the known requirements requested by the City of Fayetteville and generally accepted industry practice. Surdex's image sensors are equipped with forward motion compensation and gyro -mount sensor leveling features. To supplement the required photogrammetric ground control, all aircraft and sensors are equipped with Global Navigation Satellite System (GNSS) navigation and Inertial Navigation System (INS) technology. Surdex's direct digital sensors capture Panchromatic (PAN), Red, Green, Blue (RGB) and near Infrared (IR) bands simultaneously. Processing and delivery of supplemental image bands is available upon request for an additional charge. Acquisition Conditions: Surdex will acquire imagery leaf -off conditions when the sky is free of clouds, cloud shadows and atmospheric haze, generally between 10:00 a.m. and 2:00 p.m. and/or when the sun angle is greater than 35 degrees. Manufactures Calibration Reports: The manufactures calibration reports for our digital mapping cameras/sensor will be provided to the COF. GROUND CONTROL SURVEYS Surdex will use existing photo identifiable control points provided by COF to support geospatial data production for this project. Surdex assumes no responsibility for the accuracy of the control provided. Re -work required by Surdex due to insufficient or inaccurate control surveys provided by COF maybe cause for increased fees. Re -work of mapping services will not be completed, nor additional fees charged without written agreement between Surdex and COF. Should any additional survey points be needed, Surdex will perform ground surveys to support geospatial data production projects. This surveying will be performed to an accuracy and density required to support the mapping project. The proposed control diagram is on the following page. February 3, 2022 Page 1 PROPOSAL City of Fayetteville, AR 2022 Digital Orthophotography TRIANGULATION 1� `SURRP DEX All aerial imagery collected for this project will be processed through an analytical triangulation solution that is controlled to ground survey points. CONTROL DIAGRAM Sources Esn. HERE. Game USGS intermap INCREMENT P NRCan, Esn Japan. METi Esn China (Hong Kong) Esn Korea Esn (Thadandl. NGCC C OpenStreetMap contributors and the GIS User Community 0 1.5 3 6 Mites 1Legend Co q'NSURDEX ® points Control points CORPORATION W F / Q Project boundary IS February 3, 2022 Page 2 PROPOSAL 1� City of Fayetteville, AR � SURDEX C O R P O R AT I ON 2022 Digital Orthophotography ORTHOIMAGERY MAPPING Surdex will produce digital orthorectified aerial image tiles consistent with the shapefile area of interest (A01) and tile layout provided by COF. The orthoimage tiles will be provided at a horizontal scale of 1"=100' at a ground resolution of 1.0' and 1"=50' at a ground resolution of 0.5'. Unless specifically requested in writing, Surdex reserves the right to utilize, if available, any existing elevation model deemed suitable for orthorectification to meet the contractual accuracy requirements as stated. If suitable elevation data is not available, Surdex will generate a new elevation model using manual and automated photogrammetric techniques. If requested, Surdex will deliver the elevation model used in the orthorectification process. To improve efficiency of client acceptance, Surdex may provide, at its discretion, seamline data for reference. Standard image format shall be tiff and tiff world (.tif/.tfw) and will be delivered on an external hard drive. Additional image formats are available. An additional charge may be required for additional formatting or processing. PRODUCT ACCURACY Unless otherwise requested, the products provided under this proposal will meet or exceed the American Society for Photogrammetry and Remote Sensing (ASPRS) Accuracy Standards for Digital Geospatial Data horizontal and/or vertical accuracies as listed below. Table accuracy values below are RMSE in feet. GSD LIMITING RMSEx,r RMSEr CE95 ALLOWABLE SEAMLINE MISMATCH a SCHEDULE 1.0' 1.41' 2.45' TASK Aerial Acquisition no later than Final delivery of orthophotography 2.0' DATE March 15, 2022 July 20, 2022 February 3, 2022 Page 3 PROPOSAL City of Fayetteville, AR 2022 Digital Orthophotography FEE SCHEDULE SERVICES DIGITAL AERIAL PHOTOGRAPHY TOTAL 1� SURDEX ON SPECIFICATIONS AND DELIVERABLES PRICE $28,000 $28,000 DELIVERY ITEMS The following delivery items are included in the fees above: Digital Orthoimagery ■ Survey Report ■ Digital orthoimagery in .tif/tfw, .JPEG, Mr. SID tiles and/or MrSID mosaic formats ■ Seamline shapefile ■ FGDC-compliant metadata SURDEX CORPORATION Signature Date: February 3, 2022 CITY OF FAYETTEVILLE, AR Date: 2-28-22 HELP US PREVENT PAYMENT FRAUD — Surdex will adhere to the original payment processing method in our contract. Surdex will not contact you to change payment processing methods. Surdex requests all questions or concerns be directed to Surdex Corporation, Accounting February 3, 2022 Page 4 PROPOSAL City of Fayetteville, AR 2022 Digital Orthophotography TERMS AND CONDITIONS The following terms and conditions are incorporated in and together with the proposal become a part of the contract between Client and Surdex Corporation ("Surdex"). Both parties agree as follows: ACCESS Client shall arrange for access to and make all provisions for Surdex to enter upon all public and private lands as required for Surdex to perform its services. INVOICES / PAYMENT SCHEDULE Client is solely responsible for payment of services, - payment will in no way be conditional upon Client receipt of payment from another party. Payment schedule is to be: • 60% due upon completion of acquisition, 40% due upon final delivery. TERMS / INTEREST / LATE PAYMENT Payment shall be due 30 days after receipt of an invoice If a project is inactive for more than 45 days, Surdex may suspend the services and bill Client for all services performed to date. TAXES If Client does not provide evidence of tax exempt status prior to commencement of any services by Surdex, then Client shall be responsible for any and all taxes in connection with such services. SURDEX'S INSURANCE REQUIREMENTS Surdex shall maintain in force throughout the term of this Agreement insurance of the types and in the minimum amounts set forth below. 1) WORKERS COMPENSATION: Statutory Coverage, including Employer's Liability with minimum limits of $1,000,000. 2) COMMERCIAL GENERAL LIABILITY: $2,000,000 Combined Single Limit per occurrence for Bodily Injury, Personal Injury, and Property Damages, including Contractual Liability covering Surdex's indemnification obligations in this Agreement. 3) COMPREHENSIVE AUTOMOBILE LIABILITY: $1,000,000 Combined Single Limit per accident including any auto, all owned autos, hired autos and non -owned autos. `1� SURR PO DEX 4) PROFESSIONAL LIABILITY: $2,000,000. 5) AIRCRAFT LIABILITY: $10,000,000, if aircraft are employed. 6) VALUABLE PAPERS: $150,000. INDEMNITY Surdex agrees to indemnify, defend and hold Client harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Surdex's negligence, but only to the extent that such indemnity is covered by Surdex's CGL or Professional Liability insurance. As a material part of the consideration to Surdex, Surdex assumes all risk of damage to its property or injury to persons, including its agents, contractors and employees in performance of Services hereunder, and Surdex hereby waives all claims in respect thereof against Client, except for any claim arising out of Client's negligence or willful misconduct. As used in this Section, the term "Client" shall include Client's employees, agents and contractors, if applicable, and "Surdex" shall include Surdex's employees, agents and contractors, if applicable. Client agrees to indemnify, defend and hold Surdex harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Client's negligence. February 3, 2022 Page 5 PROPOSAL City of Fayetteville, AR 2022 Digital Orthophotography TESTING Client shall independently verify the accuracy of Surdex's services prior to using or relying on the same (or providing the same to others for any reason), and in an event no later than six (6) months after completion of the services (the "Claim Period"). If Client fails to take commercially reasonable efforts to verify the accuracy of Surdex's services as required herein, then Client shall be deemed to have waived all claims and rights of recovery against Surdex. RIGHT TO CURE If Client discovers errors in the deliverables within the Claim Period, Client shall promptly notify Surdex, and Surdex shall have the right to correct or repair for ninety (90) days after receipt of Client's notice (or such longer period if 90 days is insufficient) at Surdex's sole cost. LIMITATION OF LIABILITY To the fullest extent permitted by law, Surdex's total aggregate liability to the Client arising out of this Agreement, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, is limited to the Total Price paid to Surdex for this contract. The terms of the warranty for all deliverables shall conform to the terms of the Surdex's GSA contract. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER CLIENT NOR SURDEX SHALL BE LIABLE TO THE OTHER FOR, AND EACH EXPRESSLY WAIVES THE RIGHT TO RECOVER, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. OTHER Any services being provided to Client by Surdex may be terminated by either party upon ten (10) business days' prior written notice, and in such event Surdex shall be paid by Client for all services performed up to and including the termination date, including reimbursable expenses. FORCE MAJEURE Neither Client nor Surdex shall be liable to the other for damages or delay in performance caused by acts of God, weather, strikes, labor disputes, accidents or any other event beyond the control of the other or its employee's and agents. `1� SURDEX ARBITRATION Disputes regarding this Agreement should, in everyone's interest of expedience and cost, reolvve issues in arbitration, in accordance with the rules of the American Arbitration Association. Should either party not agree to such arbitration, they are ntititled to seek judgement in a court law. OWNERSHIP OF WORK PAPERS Surdex agrees that all materials, reports, drawings, studies, specifications, estimates, maps, computer data tapes, computations and other materials prepared by or for Client under the terms of this Agreement shall upon proper payment by Client to Surdex become the property of the Client. However, any processes, procedures, programs, software, or similar practices of Surdex, whether developed prior to or during the project, shall remain the property of Surdex until sold or licensed to Client for its use or use by others for separate compensation. Client shall not alter the same in any manner and shall waive any claim against Surdex and shall, to the fullest extent permitted by law, indemnify, defend, and hold Surdex harmless from any claim or liability for injury or loss arising from unauthorized alteration of Surdex's work product. CONFIDENTIALITY Surdex shall keep confidential all information obtained from and designated as confidential by Client and shall not divulge any confidential information concerning the Project to any person or entity (other than Surdex's subcontractors, employees or other persons or entities to the extent necessary to complete the services) unless written approval is granted by the Client or as ordered by a court of competent jurisdiction. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. Should a conflict of terms arise from agreed to provisions, the terms of this agreement shall prevail. EXECUTION Upon signing of this document, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. February 3, 2022 Page 6 Surdex Corporation Proposal City of Fayetteville Staff Review Form 2022-0991 Legistar File ID N/A City Council Meeting Date -Agenda item Only N/A for Non -Agenda Item ARCHIVED Keith Macedo 10/18/2022 INFORMATION TECHNOLOGY (170) Submitted By Submitted Date Division / Department Action Recommendation: Staff recommends signing the attached proposal, with Surdex Corporation, to update the City's impervious mapping data to support analysis of a proposed stormwater utility. 4470.170.8170-5315.00 Account Number 2055.1 Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Budget Impact: Sales Tax Capital Fund Geographic Information System (GIS) Project Title Current Budget $ 111,009.00 Funds Obligated $ 56,450.01 Current Balance $ 54,558.99 Item Cost $ 19,500.00 Budget Adjustment Remaining Budget $ 35,058.99 M210527 Purchase Order Number: Previous Ordinance or Resolution p 79-20,59-21 Change Order Number: Approval Date: 10/25/22 Original Contract Number: Comments: CITY OF FAYETTEVILLE STAFF MEMO ARKANSAS TO: Mayor Jordan THRU: Susan Norton, Chief of Staff FROM: Keith Macedo, Information Technology Director DATE: October 18, 2022 SUBJECT: Staff recommends signing the attached proposal, with Surdex Corporation, to update the City's impervious surface GIS data. RECOMMENDATION: Staff recommends signing the attached proposal, with Surdex Corporation, to update the City's impervious surface GIS data to support analysis of a proposed stormwater utility. BACKGROUND: The City's Geographic Information Systems (GIS) division provides mapping resources for the entire City, which includes aerial photography data. The City traditionally obtains new aerial photography on an annual basis to help monitor and map changes throughout the City. In 2022 the City approved a proposal with Surdex Corporation to collect aerial photography data, utilizing a GSA cooperative purchasing program. City staff has been happy with the quality of the photography and with the responsiveness of Surdex. In 2018 the City contracted to develop an impervious GIS data layer, which has been updated by staff, but needs to be updated to match the aerial photography collected in March 2022 by Surdex. The Surdex agreement was approved via the Government Cooperative Purchasing Program (GSA) Schedule 70. DISCUSSION: Since Surdex performed the 2022 aerial photography work they are able to update the impervious surface layer in a cost effective and on a time frame that supports the proposed stormwater utility study. The proposed impervious mapping work is not available through the Government Cooperative Purchasing Program (GSA) Schedule 70 Surdex agreement due to utilizing offshore staffing. To leverage the Surdex 2022 aerial photography to reduce cost and obtain the impervious GIS data quickly to align with the stormwater utility study, staff is recommending approving a sole source justification to approve the attached agreement. IT has submitted a sole source justification request to purchasing as part of this request. BUDGETISTAFF IMPACT: The cost for the attached proposal is $19,500 and is budgeted within the Sales Tax Capital improvements fund, within the GIS CIP project (02055). Attachments: Staff Review Form, Staff Review Memo, Surdex Corporation 2022 proposal Mailing Address: 113 W Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 C AL� City of Fayetteville, kansas Impervious Surface Mapping DATE October 17, 2022 SUI CORI Gregory Resz, GISP GIS Manager City of Fayetteville, Arkansas (479)444-3431 gresz@fayetteville-ar.gov Jack King Business Development Representative Mobile: (601)405-4070 Office: (636)368-4400 Email: Jack.King@surdex.com TECHNICAL PROPOSAL 1`uRDEx Cky of Fayetteville, Arkansas `C O R r e R A T, D N Impervious Surface Mapping Update I/ PROJECT OVERVIEW This project includes an update to the impervious surface mapping data over the City of Fayetteville, Arkansas. Surdex will use the 6" Ground Sample Distance (GSD) digital orthoimagery captured in the spring of 2022 to update the existing impervious surface dataset which is from 2018. SCHEDULE Surdexls assigned project manager, Adam Hoffmann, will coordinate the production and scheduling of this project. Services will be provided on a mutually agreeable schedule after receipt of the signed copy of this proposal / contract. FEE SCHEDULE SERVICES SPECIFICATIONS AND DELIVERABLES PRICE IMPERVIOUS SURFACE MAPPING UPDATE Update of existing geodatabaseusing 2022 6" GSD aerial imagery $tg�600 Proposal is good for Sixty (60) days from date of proposal. DELIVERY ITEMS The fee schedule includes the delivery of updated impervious surface features in ESRI geodatabase format. Delivery is to be no later than December 12, 2022. SURDEX CORPORATION Xignature AYETT 16 E, ARKANSAS Signature Date October 17, 2022 Date I222 HELP US PREVENT PAYMENT FRAUD — Surdex will adhere to the original payment processing method in our contract. Surdex will not contact you to change payment pmcessing methods. Surdex requests all questions orconcems be directed to Surdex Corporation, Accounting. DATE: October 17, 2022 Page III TECHNICAL PROPOSAL City of Fayelteuille, Arkansas Impervious Surface Mapping Update TERMS AND CONDITIONS The following terms and conditions are incorporated in and together with the proposal become a partof the contract between Client and Surdex Corporation ('Surdex'). Both parties agree as follows: ACCESS Client shall arrange for access to and make all provisions for Surdex to enter upon all public and private lands as required for Surdex to perform its services. INVOICES I PAYMENT SCHEDULE Client is solely responsible for payment of services; payment will in no way be conditional upon Client receipt of payment from another party. Payment schedule is to be: • 60% due upon completion of acquisition, 40% due upon final delivery. TERMS/INTEREST/LATE PAYMENT Payment shall be due 30 days after receipt of an invoice. Interest shall accrue on past due invoices at the rate of 1 % percent per month (16% per annum), or the maximum rate allowed by law, whichever is less, from the date that payment was first due. Payments shall be applied first to accrued interest and then to unpaid principal. Client agrees to pay Surdex's fees, costs, and other reasonable expenses, including attorney's fees, incurred in any efforts to enforce any provision of this Agreement, including efforts to compel payment of past due amounts. If a project is inactive for more than 45 days, Surdex may suspend the services and bill Client for all services performed to date. TAXES If Client does not provide evidence of tax exempt status prior to commencement of any services by Surdex, then Client shall be responsible for any and all taxes in connection with such services. SURDEX'S INSURANCE REQUIREMENTS Surdex shall maintain in force throughout the term of this Agreement insurance of the types and in the minimum amounts set forth below. 1) WORKERS COMPENSATION: Statutory Coverage, including Employers Liability with minimum limits of $1,000.000. 2) COMMERCIAL GENERAL LIABILITY: $2,000,000 Combined Single Limit per occurrence for Bodily Injury, Personal Injury, and Property Damages, including Contractual Liability covering Surdex's indemnification obligations in this Agreement. &OwDEX ON 3) COMPREHENSIVE AUTOMOBILE LIABILITY: $1,000,000 Combined Single Limit per accident including any auto, all owned autos, hired autos and non -awned autos. 4) PROFESSIONAL LIABILITY: $2,000,000. 5) AIRCRAFT LIABILITY: $10,000,000, if aircraft are employed. 6) VALUABLE PAPERS: $150,000. INDEMNITY Surdex agrees to indemnify, defend and hold Client harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Surdex's negligence, but only to the extent that such indemnity is covered by Surdex's CGL or Professional Liability insurance. As a material part of the consideration to Surdex, Surdex assumes all risk of damage to its property or injury to persons, including its agents, contractors and employees in performance of Services hereunder, and Surdex hereby waives all Uaims in respect thereof against Client, except for any claim arising out of Client's negligence or willful misconduct. As used in this Section, the term 'Client' shall include Client's employees, agents and contractors, if applicable, and "Surdex" shall include Surdex's employees, agents and contractors, if applicable. Client agrees to indemnify, defend and hold Surdex harmless from and against any and all claims, demands, suits, damages, and costs (including attorney' fees and cost of defense) due to bodily injury or property damages arising directly out of Clients negligence. DATE: October 17, 2022 Page 2 TECHNICAL PROPOSAL City of Fayeffeville, Arkansas Impervious Surface Mapping Update TESTING Client shall independently verify the accuracy of Surdex's services prior to using or relying on the same (or providing the same to others for any reason), and in an event no later than six (S) months after completion of the services (the "Claim Period'). If Client fails to take commercially reasonable efforts to verify the accuracy of Surdex's services as required herein, then Client shall be deemed to have waived all claims and rights of recovery against Surdex. RIGHT TO CURE If Client discovers errors in the deliverables within the Claim Period, Client shall promptly notify Surdex, and Surdex shall have the right to correct or repair for ninety (90) days after receipt of Client's notice (or such longer period if 90 days is insufficient) at Surdex's sole cost. LIMITATION OF LIABILITY To the fullest extent permitted by law, Surdex's total aggregate liability to the Client arising out of this Agreement, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, is limited to the Total Price paid to Surdex for this contract. In the event of timely notice of any deficiencies, Surdex's liability extends only to correcting Surdex-related deficiencies and will in no case exceed the original fee, nor will tt include any subsequent costs incurred by the client or others; said warranty does not extend to services, data, or control information provided by the client. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER CLIENT NOR SURDEX SHALL BE LIABLE TO THE OTHER FOR, AND EACH EXPRESSLY WAIVES THE RIGHT TO RECOVER, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. OTHER Any services being provided to Client by Surdex may be terminated by either party upon ten (10) business days' prior written notice, and in such event Surdex shall be paid by Client for all services performed up to and including the termination date, including reimbursable expenses. FORCE MAJEURE Neither Client nor Surdex shall be liable to the other for damages or delay in performance caused by acts of God, weather, strikes, labor disputes, accidents or any other R;��OlwDEX event beyond the control of the other or its employees and agents. ARBITRATION All disputes arising out of or relating to this Agreement shall be decided by arbitration, in accordance with the rules of the American Arbitration Association. The prevailing party shall be awarded attomeys' fees and costs. OWNERSHIP OF WORK PAPERS Surdex agrees that all materials, reports, drawings, studies, specifications, estimates, maps, computer data tapes, computations and other materials prepared by or for Client under the terms of this Agreement shall upon proper payment by Client to Surdex become the property of the Client. However, any processes, procedures, programs, software, or similar practices of Surdex, whether developed prior to or during the project, shall remain the property of Surdex until sold or licensed to Client for its use or use by others for separate compensation. Client shall not alter the same in any manner and shall waive any claim against Surdex and shall, to the fullest extent permitted by law, indemnify, defend, and hold Surdex harmless from any claim or liability for injury or loss arising from unauthorized alteration of Surdex's work product. CONFIDENTIALITY Surdex shall keep confidential all information obtained from and designated as confidential by Client and shall not divulge any confidential information concerning the Project to any person or entity (other than Surdex's subcontractors, employees or other persons or entities to the extent necessary to complete the services) unless written approval is granted by the Client or as ordered by a court of competent jurisdiction. :KePI ci:7:II:C F This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Should a conflict of terms arise from agreed to provisions, the terms of this agreement shall prevail. EXECUTION Upon signing of this document, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. DATE: October 17, 2022 Page 3