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HomeMy WebLinkAbout277725 VEXCEL CORPORATION - CONTRACT - RFP - P841 DIGITAL ORTHO PHOTOGRAPHY (2)SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Vexcel Corporation, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide Orthophotography and Planimetric Data services in accordance with the scope of services attached hereto as Exhibit "A", consisting of four (4) pages, and incorporated herein by this reference. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than ten (10) weeks after the initial flight takes place. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of 1 Exhibit "B" INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement" "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. 10 Exhibit "C" Cost Breakdown The tables below list detailed pricing information for the deliverables required by the City. All prices are excluding taxes. Terms: A down payment of 30% of the total cost will be paid to Vexcel to start work. Another 30% will be invoiced upon the City's acceptance of the aerial photos & DEM. Payment terms are NET 30 days for all invoices to the City. At no time will Vexcel extend a credit larger then $50,000 to the City. All prices are excluding taxes. The City has to prove tax exemption status or be responsible for any state or local taxes. Source Material and Data Proposed Cost Aerial Photos Color 1:3000 scale $5,500.00 Airborne GPS $1,500.00 Total $7,000.00 Cost Breakdown (1:3000 scale photos) Proposed Cost Film Scanning (color) and Aerial triangulation $9,750.00 Digital Elevation Model / Digital Terrain Model $5,850.00 Orthophoto processing and mosaicing $13,000.00 Total $28,600.00 Grand Total $35,600.00 11 termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City of Fort Collins: Service Provider: City of Fort Collins Purchasing Vexcel Corporation P. 0. Box 580 4909 Nautilus Court Fort Collins, CO 80522 Boulder, CO 80301 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, the sum not to exceed Thirty Five Thousand Six Hundred Dollars ($35,600). Cost Breakdown consisting of one (1) page is attached as Exhibit "C". All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 2 9. Acceotance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to: a. Terminate the Agreement and seek damages; 3 b. Treat the Agreement as continuing and require specific performance; or C. Avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. C. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O Box 580, Fort Collins, Colorado, 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents 4 incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. THE CITY OF FORT COLLINS, COLORADO By: QQ nnJ Jon F. Fischbach City Manager By: PL&At, am s B. O'Neill II, CPPO, FNIGP Director urchasing & Risk Management DATE: Vexcel Co; a�n By: Title: RO-3, `2�� CORPORATE PRESIDENT OR VICE PRESIDENT Date: 13 N6Je,-4,4 J�)- ATTEST: (Corporate Seal) Corporate Secretary 5 Exhibit "A" P-841 Mason Street Proposal Contractor for Digital or Orthophotography & Plainmetric Data Aerial Photography Project 1.1. Overview Vexcel will in combination with the City orthophoto project, will collect low altitude aerial photography for the project area as outlined in the attached map. In Phase 1 of the project, Vexcel will create a precision DEM from breaklines and masspoints and derive 1-foot contour lines. The DEM will be used to create a seamless orthophoto mosaic with 2 inch per pixel resolution. All images will be color. Orthophoto and DEM will cover a 2000 ft wide corridor with an easterly limit 200 feet east of College Avenue. In Phase 2 Vexcel will use the orthophoto to digitize planimetric features. Those features will be collected in a 1000 ft wide corridor centered on the Mason Street railroad tracks with 4 additional areas at Horsetooth and Drake. Please refer to the map on the last page. An addendum to this contract or another contract will be drafted for Phase 2. 2.1. Requirements 1. The photo scale should be at 1:3000 to generate orthophotos appropriate for 1" = 20' scale mapping under National Map Accuracy Standards. 2. The image shall be color 2-inch pixel size and be accurate enough to create one -foot contours based on National Map Accuracy Standards. 3. The City survey crew will target approximately 25 ground targets for this mapping. 4. The coordinate system vertical datum shall be in State Plane Coordinate System NAD83192 and NGVD29. 5. Vexcel shall submit an appropriate amount of photo visible points as a post -flight ground control check performed by City survey crews. 6. The film shall be in color. 7. Project must adhere to FAA and CAB safety regulations 8. Current USGS camera calibration report shall be submitted meeting specifications for focal length (153 mm, +/- 3.0). 9. Film used shall be the highest grade appropriate for this project. 10. Number of flight lines and exposures shall be the appropriate amount to cover designated collection area indicated in the attached map, and also to accommodate 70%-80% of side lap and end lap on each exposure. 11. All flight lines shall be straight and parallel and individual exposures shall meet tip, tilt and crab standards. 12. Photography format mapping shall be stbreo model centered. 13. Time of flight shall be during a time of optimal sun angle for fall conditions, and under optimal weather conditions when there is a minimum amount of wind, cloud cover, and ground surface obstruction, such as snow, tree foliage, or blowing dust. 14. Vexcel shall be responsible for the care of film and data after the flight until otherwise instructed by the City. The City remains owner of these products. 15. Each exposure shall be labeled appropriately with the date, scale, and flight line number and exposure number. 16. The negatives and not the diapositives shall be scanned, if possible, to minimize using a second -generation product. The scan resolution shall conform to create half -foot pixel size orthophotography that meets or exceeds National Map Accuracy Standards for 1" = 20' mapping. 17. The photography shall be orthorectified using a new DTM collected from this new photography. The DTM should consist of base triangle files, breaklines, etc. to use in Inroads Software. 18. One image file or several images of the whole area (whichever is appropriate for use in AutoCad) indicated on the attached map shall be submitted in a format to be used in AutoCAD such as TIF/TFW. Any color banding or shading shall be smoothed out systematically to create a seamless image of the whole project area. 3.1. Project Schedule The earliest flying with leaves off / no snow condition will be in the week of November 10. It takes at least one week to fly and process the film. Once the film is accepted and in house, it takes about 7 weeks to finish this project. Milestone Duration (weeks) Finished by (week) GCP layout and Photo flight 2 3 (weather permitting) Film processing 1 4 Photogrammetric setup (scanning, AT) 2 6 DEM processing 1 7 Ortho processing 1 8 Plannimetric digitizing 2 10 VA All times are given in workweeks from signing the contract. Holidays during that time period have to be added to the project duration. 4.1. Deliverables At a minimum Vexcel will deliver the following products to the City: 1) Flight plan 2) Digital Orthophoto mosaic at 2 inch per pixel resolution for the entire project area. The file format will be compatible with AutoCAD. 3) DEM of the project area: Breaklines, masspoints, TIN, contour as ARC coverage and in AutoCad compatible format (dxf, dwg). In addition a DEM will be provided in a format (to be determined) which is compatible with the Inroads software package. Upon the City's acceptance of the above deliverables, the City will submit the remainder of the balance of the project cost. Any changes to the schedule or specifications must be negotiated with and agreed upon before execution by both parties. The City's primary project manager for Mason Street Corridor Plan is Kathleen Reavis 970-224-6140. The contact for the aerial photography portion of this project is Katy Carpenter, 970-416-2048. Vexcel's project manager is Wolfgang Walcher, 303-583-0277. 5.1. Area of Data Collection and Flight Area Photography Limits: E = 200 feet east of N. College Ave. Centerline W = 2000 feet west of the easterly limit N = Poudre River S = One mile south of Harmony Road On the corner of Horsetooth and College and Drake and College extend the mapping to include 1200 feet on either side of railroad centerline along Horsetooth and Drake and 400 feet on either side of Horsetooth and Drake as indicated on the attached map. 2 Legend �— Railroad — Streets Photo Limits Planimetric Collection ♦ Ground Control Points Mason Street Corridor I" ,wo«Aerial Photography /�