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HomeMy WebLinkAbout130905 DEIGHTON ASSOCIATES LTD - CONTRACT - RFP - P614 PAVEMENT MANAGEMENT PROGRAM (3)9 a PROFESSIONAL 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 DEIGHTON ASSOCIATES LIMITED, a corporation, hereinafter referred to as "Professional'. 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 Professional agrees to provide 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. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of one (1) pages, and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within two (2) days following execution of this Agreement. Services shall be completed no later than February 28, 1998. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 4. Early Termination by Citv. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the PSA 7/93 1 VQ EXHIBIT A: SCOPE OF WORK City of Fort Collins Pavement Management Software System installation on the City computers. 6. Installation & Training 6a. Deliveryand Installation: The City PMSS software will be delivered and installed on the City computers by Deighton. 6b. Traininq Deighton will provide a four -day on -site training course at a location specified by the City, following the installation of the software. The specialized course is designed to review the operation of dROAD and dTIMS with selected Citypersonnel and to summarize and detail the development of the City PMSS. 7. Final Report 7a. Produce Final Report: Deighton will produce a final report that will describe the development of the City PMSS in detail. The Final Report will be delivered following the installation and training tasks, and is subject to acceptance by the City Representative. Exhibit A - Page 4 of 4 r MIN IIIIIII MINE mill MWINIIIIII nnuu MWInn WOMEN I oauu m ENIIIIII IIIIII MAINnIIn MwIIII NINE 011111 ME .1milli ENIIII ME 1011111 mill WHEN ME WON 1 nun In�ui�NOW �� i ��mi ski III I IIIIIIIII I f� EXHIBIT "B" -- WORK SCHEDULE delighton Information tools for managing resources a Deighton Associates Limited 3 0 4 112 King Street East, m ' Bowmanville, Ontario, Canada o L1C 1N5 i; Tel: (905) 697-2644 Fax: (905) 697-2645 ,n Deighton Associates, Ltd. Exhibit C: Fees & Costs to the City of Fort Collins Task No. & Description Staff Member Subtotals by StaffMember Total Task Cost (Not -to -Exceed Fee) 1. Project Initialization Jeff Zavitski $1,065.00 Rob Plane $1,065.00 $2,130.00 2. Database Development Jeff Zavitski $3,750.00 Gary Ruck $1,420.00 $5,170.00 3. Pavement Condition Assessment Gary Ruck $1,875.00 $1,875.00 4. Performance Modeling Gary Ruck $2,125.00 Rob Plane $1,420.00 Jeff Zavitski $1,875.00 Rick Deighton $4,000.00 $9,420.00 5. Network Analysis 5-1. Maintenance & Rehabilitation Strategy Jeff Zavitski $2,500.00 5-2. Cost Estimating and Budgeting Gary Ruck $1,420.00 53. Program Optimization Gary Ruck $1,420.00 Jeff Zavitski $1,250.00 $6,590.00 Training Jeff Zavitski $3,750.00 $3,750.00 Final Report Gary Ruck $1,420.00 Jeff Zavitski $1,250.00 Rick Deighton $1,000.00 $3,670.00 Sub -total: Consulting & Software Customization $32,605.00 Software Components: Price Software Cost - dTIMS $11,630.00 - dROAD $11,630.00 Sub -total: Software Cost $23,260.00 Software Support and Maintenance: First Year - Unlimited "Hot Line" Telephone Support N/C First Year - Maintenance and Upgrades NJC Total: Consulting & Software Components Costs $55,865.00 Travel and Expense Estimate (Per Contract) $6,000.00 Project Cost (First Year Not -to -Exceed Fees Plus Expense Estimate): $61,865.00 Guaranteed Software System Support & Maintenance Fees (Future Years): Second Year - Unlimited "Hot Line" Telephone Support $600.00 Second Year - Maintenance and Upgrades $1,200.00 Third Year - Standard "Hot Line" Telephone Support $600.00 Third Year - Maintenance and Upgrades $1,200.00 Fourth Year - Standard "Hot Line" Telephone Support $600.00 Fourth Year - Maintenance and Upgrades $1,200.00 Fifth Year - Standard "Hot Line" Telephone Support $600.00 Fifth Year - Maintenance and Upgrades $1,200.00 Page 1 of 1 EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management Software System D1. Software System Completion It is understood that the development and customization of the software system, as defined in the Scope of Work in Exhibit A, incorporates many tasks, components, and data elements which interact, and which together will form a fully -functioning PMSS at the conclusion of all tasks. Acceptance of a specific task by the City shall not relieve the Professional of responsibility for completion of the complete software system. D2. Support and Maintenance & Upgrades Support is defined as the availability by telephone, fax, and electronic mail, between the hours of 7:30 a.m. and 4:30 p.m. Eastern Time, Monday through Friday except major Canadian holidays, of a technical representative of DAL who can answer questions which a user may have, with respect to the operation of Deighton software. The City shall pay DAL annual fees, as provided in Exhibit C of this agreement, for Support and for Maintenance & Upgrades. As provided herein, these fees shall be payable when invoiced to the City by Deighton, on the first day of the month following the anniversary of the purchase of the Deighton software. The agreements for Support and for Maintenance & Upgrades shall be automatically renewed from year to year as provided herein. Either DAL or the City may terminate the agreements for Support and for Maintenance & Upgrades upon written notice given not less than thirty (30) days prior to the expiration of the initial period or any renewal period. Assignment The City may not assign the agreements for Support and for Maintenance & Upgrades, or the City's rights and obligations in relationship to the agreements for Support and for Maintenance & Upgrades, without the prior written consent of DAL, which DAL agrees that it will not unreasonably withhold. Standard Technical & "Hot Line" Telephone Support DAL shall provide the City with answers to questions and solutions to problems; DAL will endeavor to do this within one hour of contact by telephone, fax, or electronic mail. If answers to questions and solutions to problems cannot be provided via telephone, fax, or e-mail (or via the issuance of a patch, an addition to the software enhancement Exhibit D - Page 1 of 5 U� EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management Software System list, or the development of a procedure to correct a database nonconformity from a previous release of the software, as described below), Deighton will send a technical representative to the City; the City shall reimburse Deighton for the actual expenses incurred by the DAL representative. In addition, Standard Technical Support is intended to address issues regarding the failure of Deighton software to meet its defined requirements. Resolution of such issues will result in the issuance of a patch, an addition to the software enhancement list, or the development of a procedure to correct a database nonconformity from a previous release of the software. Standard Technical Support & "Hot Line" Telephone does not include training, add -on systems, third -party included software, the preparation of data, or the accommodation of enhancement requests (except at Deighton's option). DAL's Standard Technical & "Hot Line" Telephone Support to the City shall be no less than the Standard Technical & "Hot Line" Telephone Support provided to other Deighton customers and clients. Unlimited Technical & "Hot Line" Telephone Support Under Unlimited Technical & "Hot Line" Telephone Support, DAL shall provide the City with answers to questions and solutions to problems not included in Standard Technical & "Hot Line" Telephone Support. This includes, but is not limited to, answers to questions and solutions to problems related to user input, action, or inaction. As with Standard Technical & "Hot Line" Telephone Support, DAL will endeavor to do this within one hour of contact by telephone, fax, or e-mail. If answers to questions and solutions to problems cannot be provided via telephone, fax, or e-mail, Deighton will send a technical representative to the City; the City shall reimburse Deighton for the actual expenses incurred by the DAL representative. Maintenance & Upgrades The City shall have the right to access, at no additional charge during the Support & Maintenance Period, upgrades, updates, revisions, and enhancements to Deighton's software, FOB Bowmanville, Ontario, and via the internet on Deighton's home page and website. D3. Software License Definitions: City: City of Fort Collins. Deighton or DAL: Deighton Associates Ltd. Package: The software, user's manual(s), and software protection devices. Software: The computer programs, dROAD, dTIMS, and/or dMAP, which have been supplied to the City, together with all codes, techniques, software tools, formats, Exhibit D - Page 2 of 5 EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management Software System designs, concepts, methods, and ideas associated with that computer program. The term software also includes all copies of any part of the software, as well as the software protection devices, manual(s), and other printed materials supplied by DAL under this agreement. Permitted Uses: DAL grants the City a nonexclusive license to use the software in the package according to the terms set forth below. The City -may: ♦ Operate the software on a single City network, for the purposes of storing data relating to the management of roadways and municipal infrastructures. The use of, or decision not to use the software protection device, called the Sentinel Pro, in relationship to the City network and the authorized users of the software on the City network, shall be authorized and approved by DAL prior to the installation of the software. ♦ Make one backup copy of the software for the network, which automatically becomes the property of DAL and is subject to this agreement. The City shall label the backup disks as "BACKUP" and ensure that these disks are to be used for transferring the software to the City network and for backup purposes only. ♦ Seek and utilize other sources of support and maintenance in the event that DAL is no longer capable of or available to provide support and maintenance. Prohibited Uses: Except as may be otherwise provided herein, the City may not: ♦ Make the software available to any person or entity other than City employees, who must use the software as specified above under "Permitted Uses." The City may, however, after written notification to DAL, transfer all (but no lesser portion) to another person or entity, who in turn will be subject to the Software License portion of this agreement. ♦ Modify the software or merge it with another program, except for the City's use on the City's network under this agreement. Any modified or merged portion of the software is subject to this agreement. ♦ Reverse -engineer, disassemble, decompile, or make any attempt to discover the source code to the software. ♦ Translate or create derivative works based on the software. ♦ Remove, obscure, or alter any notice of the DAL patent, copyright, or other proprietary rights related to the software. ♦ Sub -license, sell, lend, rent, or lease any portion of the software. ♦ Copy any portion of the software, except to make a backup copy, as described above under Permitted Uses. ♦ Operate the software on more than one network at a time, without the prior approval of DAL. Exhibit D - Page 3 of 5 EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management Software System Rights The software involves valuable proprietary rights of DAL and others. DAL retains title to and ownership of the software and all patent, copyright, trade secret, trade name, trademark, and other proprietary rights related to the software. The City may not violate these rights, and the City must take appropriate steps to protect DAL's rights. DAL may at any time replace, modify, alter, improve, enhance, or change the software. Limited Warranty DAL warrants that, upon delivery by DAL, the disks on which the software program is distributed will be free from defects in materials and workmanship, and that the software will substantially conform to the specifications established by DAL and be capable of properly performing the functions in the scope of services included in Exhibit A of this agreement. DAL does not warrant that the software is free from all bugs, errors, and omissions. This warranty gives the City specific legal rights, and the City also has all warranty rights pursuant to the laws of the State of Colorado. If any of the software fails to comply with the warranties set forth above as the result of a disk error, DAL will correct the disk error and replace the disk within 90 days. If any of the software fails to comply with the warranties set forth above as the result of a program error, DAL will correct the program error within 180 days. If DAL is unable to correct the defective disk or program errors, DAL will refund the price the City paid for the software package only. The City must, however, return all copies of the software, along with a copy of the City's evidence of payment to Deighton for the software. The refund will fully satisfy the City's claims for software or disk failure. Except as specifically set forth above, DAL will not be liable for any: ♦ Bug, error, omission, defect, deficiency, or nonconformity in any software. ♦ Implied warranty of merchantability or fitness if two (2) years have passed from the date the City received the software. ♦ Implied warranty relating to course of performance, course of dealing, or usage of trade if two (2) years have passed from the date the City received the software. ♦ Claim of infringement. ♦ Claim in tort, whether or not arising in whole or in part from DAL's fault, negligence, strict liability, or product liability. ♦ Claim of any indirect, incidental, special, consequential damages, cover, or loss of data, revenue, or use. No written or oral information or advice by DAL's dealers, distributors, agents, or employees will increase the scope of this warranty. The City may not rely on any such oral or written communication that alters or contravenes this warranty. Exhibit D - Page 4 of 5 EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management. Software System D4. City Ownership of Deliverable Products. All deliverable products created by DAL, independently or in conjunction with City employees, shall become the sole and exclusive property of the City upon receipt and acceptance by the City, and the City shall have all rights to these items for any purpose or usage. Such items may not be utilized in any other way by the Professional without the express approval of the City Representative. Nothing in this clause shall be construed to limit the rights of the Professional to the title, ownership, and control of the software, as defined in section D3 above. Exhibit D - Page 5 of 5 PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 DEIGHTON ASSOCIATES LIMITED, a corporation, hereinafter referred to as "Professional". 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 Professional agrees to provide services in accordance with any project Work Orders for Pavement Management Data Collection issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. No Work Order shall exceed $50,000. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. The General Scope of Services pursuant to this agreement is attached hereto as Exhibit "B", consisting of seven (7) pages, and is incorporated herein by this reverence. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one WOP$A 9/96 1 T (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver - Boulder CPI-U as published by the Colorado State Planning and Budget Office. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 5. 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 termination to the Professional. 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 address: to the following addresses: Professional: Robert Piane Deighton Associates Limited 112 King Street East Bowmanville Ontario Canada L1 C 1 N5 City: With Copy To: Rick Richter Opal F. Dick, CPPO, Sr. Buyer Engineering Dept. Purchasing Division City of Fort Collins City of Fort Collins P. O. Box 580 P. O. Box 580 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Design, Project Insurance and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, WOPSA 9/96 2 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: Professional: Robert Piane Deighton Associates Limited 112 King Street East Bowmanville Ontario Canada L1 C 1 N5 City: Rick Richter Engineering Dept. City of Fort Collins P. O. Box 580 Fort Collins, CO 80522 With Copy To: Opal F. Dick, CPPO, Sr. Buyer Purchasing Division City of Fort Collins P. O. Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Design, Project. Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in accordance with Exhibit "C", attached hereto and incorporated herein by reference, the amount of Fifty-five Thousand Eight Hundred PSA 7/93 `a U o specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City its officers and employees, in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City and for the City's costs and reasonable attorneys fees arising directly or indirectly out of the Professional's performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional for services provided, based upon the fees and costs designated in Exhibit "C", consisting of one (1) page, attached hereto and incorporated herein by this reference. The parties acknowledge that no subcontractor is a party to this agreement. However, the rates listed for services to be provided shall be the rate paid by the City to the Professional for these services. If the amount charged by any subcontractor exceeds the rates listed in Exhibit "C" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "C" including subcontractor rates. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. WOPSA 9/96 3 11 8. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 9. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. 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. WOPSA 9/96 4 EN 13. 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. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (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; (b) treat the Agreement as continuing and require specific performance; or © 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. 15. 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. 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. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. WOPSA 9/96 5 THE CITY OF FORT COLLINS, COLORAD By: � Ja es B. O'Neill II, CPPO Director of Purchasing & Risk Management Date: o .. APP#tMFo AS TO FORM: city Title: DEIGH,TORASSOCIATES LIMIT By: CORPORATE PRESIDENT OR VICE PRESIDENT Date. coo ATT Corporate Sesreter CEO WOPSA 9/96 6 (Corporate Seal) y' L EXHIBIT "A' WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: ScopeofServices: Acceptance Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Professional By: WOPSA 9/96 1 User The attached forms consisting of _ U pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. City of Fort Collins By: EXHIBIT B: GENERAL SCOPE OF SERVICES Development and Implementation of the City of Fort Collins Pavement Management Data Collection System Introduction: This Scope of Work constitutes the general development and implementation of the City of Fort Collins (City) pavement management data collection system (referred to herein as the DCS) by Deighton Associates Limited (Deighton or DAL). Specific data collection activities will be authorized by Work Order only. Basic Data Collection 1 a. DCS data will be collected and processed under this contract with Deighton. It is anticipated that Deighton will contract with a data collection subconsultant for the purpose of data collection according to the City's specifications. 1 b. The types of data to be collected for the City in the planned 1997 data collection program will be authorized by the City Representative by Work Order. 1 c. Data will be aggregated into uniform sections that are appropriate to the individual types of data that is being collected. Data will then be supplied to Deighton in a dROAD compatible file format and in a layout defined by Deighton with the approval of the City. All records for a given road are to be sorted, consecutively from the first record on the road to the last record on the road. 1d. The location of a predetermined practical set of events will be recorded during the data collection process to aid with the location referencing of the data on the City network. This list of events will be agreed to between the data collection subconsultant and Deighton prior to the beginning of data collection, and will be subject to City approval prior to the initiation of data collection. Exhibit B - Page 1 of 7 11 EXHIBIT B: GENERAL SCOPE OF SERVICES City of Fort Collins Pavement Management Data Collection System 2. Data Collection Definitions & Standards 2a. Data is to be collected as specified by the City. Generally, data will be collected on one lane for local streets, on one lane (unless otherwise specifically specified) on two-lane collector streets, and on one lane in each direction (unless otherwise specifically specified) on multi -lane arterial streets. 2b. The data collection subconsultant shall collect, process, and provide data to Deighton, or via Deighton to the City as may be specified by the City and agreed to by Deighton. The data collection subconsultant shall collect the types of roadway condition data as specified by the City. 2c. The definitions and types of data which may potentially be authorized by the City with a Work Order are identified in the attachment, included herein as a component of this Scope of Work, of Section 2.1 of the Proposal to the City of Fort Collins by Roadware Corporation, dated March 1997. The inclusion of this attachment is intended to provide examples and options which the City may choose to utilize through a Work Order to Deighton, and does not represent a commitment by the City for the utilization of any specific option. 3. Data Collection Scheduling 3a. The data collection subconsultant shall provide to Deighton and the City the scheduling of all data collection that the data collection subconsultant will be performing in the Denver metropolitan area, in the Northern Colorado or Southeastern Wyoming area, and/or on the Colorado Front Range, regardless of the entity or jurisdiction for whom the data collection subconsultant is conducting data collection. Exhibit B - Page 2 of 7 U Ft. Collins, Loveland and Larimer County Proposal No. P-614 for Pavement Management Program Data Collection 2.1 Field Data Collection Requirements This section outlines the data that are to be delivered to the Agency in conjunction with the data collection survey. A detailed description of the methodology and technology can be found in sections 5 and 7, respectively. The entire jurisdiction street system will be surveyed to provide the following information on each street section. Gravel roads are generally not surveyed for condition; however, should the Agency require geometric data or video log, this could be disucssed during the project planning meetings. Our price does not include surveying any of the gravel roads. 2 1 1 Required PMP Data In section 3.0 of the RFP, the Agency specifically requested the following data items be collected on the candidate network. Linear Referencing All data items will be referenced to routes and chainages in units acceptable to the existing road infrastructure database currently employed by the Agency. All data will be referenced using the distance measuring instrument (DMI) employed on the data collection vehicle. This will establish an accurate absolute data referencing system. Unless specifically mentioned in the discussion below, all data will be collected in a single pass with the ARAN unit and recorded electronically at, for example, a 100 foot (or 20 milli -mile) station interval. Sectional Attributes Sectional attributes such as length, average number of lanes and pavement type can be recorded during the ARAN survey. Road width can be estimated. Accurate road width measurements can be obtained in conjunction with the structural survey if the Agency so desires. Structural Adequacy Roadware will perform the non-destructive structural (deflection) testing using the Dynaflect unit. Dynaflect testing will be performed on a network level basis with a minimum of 10 tests per mile. The data from all five sensor readings, in mils, will be presented for each test location. These data are suitable for subsequent analysis using a variety of analysis software such as PEDD1. It is assumed that the Agency has accurate corelbore and layer information on file for use in conjunction with the structural analysis software. As built drawings are not generally appropriate for this purpose. Additionally, it is expected that the Agency will supply suitable traffic information such as growth rates, commercial content and AADT values for the analysis. Ride Quality Longitudinal Roughness Profile data will be collected in both wheelpaths using the ARAN Laser SDP. The Laser SDP employs lasers and accelerometers, mounted directly over each wheel path, to measure each wheel path's longitudinal profile. Average values of ride quality or roughness (generally IRI using a quarter car simulation -- the industry standard) will -be computed from the 2;0. ,, March,1997 Exhibit B - Page 3 of 7 lO Ft. Collins, Loveland and Larimer County 4 Proposal No. P-614 for Pavement Management Program - Data Collection profile data in real time, and reported for the right and left wheel paths. IRI will be presented in inches/mi. Roughness can also be reported using the half car simulation algorithms or the ASTM Ride Number. Alternatively, it can be tailored to an Agency's unique requirements through the development of a Riding Comfort Index (RCI) correlation by way of a panel rating study. (A panel rating study is beyond the scope of this proposal). Pavement Surface Condition Roadware is able to accommodate a variety of pavement surface distress rating methodologies. Surface condition surveys are generally conducted using a modified SBRP approach. Detailed data, by distress type, severity and extent can be reported for each station or summary interval. These can be presented as scores, percents or measurements. The specific details will be addressed during the project planning meetings at project startup. Refer to section 7.4 for further details on some of the available options. Curb/Gutter-Drainage Catchment These data will be collected using a rater keyboard onboard the ARAN during field data collection. Curb and gutter types and locations Based on previous experience with this particular item, the suggested data format is shown below. Roadware will be pleased to accommodate some other data classification for this item, that is different from what is proposed below. This requirement can be reviewed during the planning sessions. Code Description 0 No curb or gutter 1 Barrier curb with gutter 2 Barrier curb without gutter 3 Pre -cast curb 4 V-type/mountable 5 Asphalt 6 No Observation Drainage environment and condition Roadware proposes that this data item be collected in the following manner, using the ARAN rater keyboard: Code Description ND No ditch OD Open ditch DS Ditch and storm sewer SS Storm sewer AkMAUL March,1997 • Exhibit B- Page 4 of 7 r n l� Ft. Collins, Loveland and Larimer County 5 Proposal No. P-614 for Pavement Management Program - Data Collection Detailed Roadside Survey Loveland and Larimer have indicated a need for additional roadside data such as sidewalk condition and culvert condition. These data items can not be readily collected using the ARAN. They will be collected in conjunction with the Structural Adequacy Survey. 2.1.2 Recommended Additional PMP Data In addition to the required data, Roadware proposes that the following data items be collected using an objective measurement via the ARAN: Rut depth Rut depth is defined as the average depth difference between the lane center measure and each wheel path measure. Many data collection vendors estimate this value visually or by using a 3 or 5 point rutbar. Roadware's Smart Rutbar uses up to 37 ultrasonic transducers mounted at 100 min (4 inch) intervals to produce a complete transverse profile of a 3.7 in (12 foot) lane; thereby enabling the collection of data sufficient to calculate true rutting and not merely a pseudo rut influenced by driver wander. Rut depth will be measured on 100% of the road network to an accuracy of 1.5 mm (0.06 inch) using the ARAN Smart Rutbar for both wheelpaths. The rut depth will be recorded, in inches, for each station interval. Excessive rutting can cause standing water to accumulate (ponding) and may represent a significant safety hazard. Cross -slope The output from the ARAN smart-rutbar and the gyroscope package can be combined to measure the cross -slope of the roadway. County roads are often subject to significant changes in their geometric characters over the life of the pavement. The cross -slope is a good indicator of the level of distortion. Roadways with poor geometrics pose a safety hazard to the traveling public. 2.1.3 Control Section Data Roadware collects data on control sites as a routine part of its data collection contracts. These sites provide Roadware with an effective means of demonstrating to the Agency that the ARAN and Dynaflect are reliable and consistent over time. In addition, the control site results provide the Agency with a means of fine tuning the pavement performance curves over time. The importance of this aspect can not be overstated. The control sites from Roadware's project with the Colorado Department of Transportation illustrate the trend to increased roughness and rutting with time — refer to sections 7.2 and 0 This item is not specifically requested in the RFP document. However, Roadware believes it to be of significant value and incorporates the control section quality assurance tasks into all of its projects. 2 1 4 Proiect Report Upon completion of the project, Roadware will submit a report narrative that • discusses the project scope and approach, • describes equipment and technology utilized for data collection, • provides an explanation of analyses and calculation formulae used RgADWARE 2;., March,1997 • Exhibit B - Page 5 of 7 CO A Sixty-five Dollars ($55,865.00) plus reimbursable direct costs. Reimbursable direct costs shall be invoiced to the City separately, as actual costs after they are incurred, with copies of expense receipts and per -diem amounts attached. All such fees and costs shall not exceed Sixty-one Thousand Eight Hundred Sixty-five Dollars ($61,865.00). Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. PSA 7/93 3 Fit Ft. Collins, Loveland and Larimer County 6 Proposal No. P-614 for Pavement Management Program - Data Collection • outlines the approach employed for data processing and analyses, • presents the control section data and results, • lists exceptions encountered during data collection and processing and • summarizes the quality assurance program • provides an overall summary of the present status of the candidate network in tabular and graphical format. The project report is not a requirement according to the RFP. Roadware includes the report as an integral part of its services -- its preparation and submittal is key to achieving closure on the project. 2.1.5 Data File Format & PMS Software Compatibility The processed data will be submitted in ASCII text files, on 3.5 inch diskettes or CD-ROM. The data will be formatted such that it may be readily imported into Agency's PMS database. The final format will bedetermined during the planning process outlined in section 5.1. Roadware has extensive experience with a wide variety of pavement management system (PMS) software. These include: ITX/Stanley (formerly Pavement Management Systems), PCS/Law, Deighton Associates (dROAD/dTIMS), Paver, World Bank HDM, and a number of custom systems. Roadware is also well acquainted with the requirements of the Hansen, ERES and Braun/Intertec packages. Over the years, Roadware has developed a powerful and flexible data processing system that can readily accommodate virtually any PMS format. Roadware is able to summarize the information at a number of levels such as station sample interval, block -by -block and section basis. 2.1.6 Optional Items The following items, while not specifically requested, can often be collected for a nominal incremental fee during the regular PMS data collection survey. Many of Roadware's customers find these data to be of significant utility: Video Many agencies have found the video logs to be useful as they reduce the need for field trips, allow an unobstructed "summer" view of the road in the winter, provide a visual historical record suitable for use in forensic reconstruction, accident investigations and sign and roadside furniture inventories. Generally, Roadware collects Strobed Pavement Video of the network. The controlled illumination of these video images lend themselves for use during quality assurance and/or as input to WiseCrax Automated Crack Analysis software. This pavement video along with Right -of -Way video in a split screen format will be available to the Agency at an optional cost, should they desire. These images can also be readily transferred into the V isidata application — see section 2.1.7. Quality assurance is an important component of Roadware data collection. High quality Strobed Pavement Video presented in a split screen format with Right -of -Way video, provides Roadware and the Agency with the ability to review sections of road to ensure that the distress are collected accurately and also serves as a permanent record of existing conditions that can be reviewed in future years. The Agency can view the video using conventional VHS systems or lease/purchase ARAN workstations with computer controlled search and find capabilities to review pavement video at speeds up to 200 miles per hour. ROADWARE zr.._.. March, 1997 Awme Exhibit B - Page 6 of 7 ? Ft. Collins, Loveland and Larimer County 7 Proposal No. P-614 for Pavement Management Program - Data Collection Global Positioning System (GPS) As an option, Roadware will record GPS measurements for all road segments tested under this data collection contract. GPS measurements provide latitude - longitude coordinates approximately once per second. These data can be converted to a variety of co-ordinate systems including State Plane Co-ordinates. This information is very valuable in the implementation of Geographic Information Systems (GIS), and very expensive to collect using other procedures. 2.1.7 Visual Data for Windows (VisiData) Data Presentation Tool Visidata is an optional software product that allows the users to readily interact with their ARAN data. It features the ability to perform queries and display data graphically. Data drill down is also supported. Visidata supports the full compliment of ARAN data such as digital ROW video, along with rut, roughness, distress and other information (cross fall, ponding depth, curve and grade, texture, etc.). It operates on inexpensive multi -media equipped Pentium -based computers. Please refer to section 7.12.1 for additional information. R4gADWARE z ,....`_ March,1997 Exhibit B - Page 7 of 7 I Pavement Management Data Collection Exhibit B: Costs & Fees to the City of Fort Collins Cost per Data Collection Tasks: Lane Mile: # 1 ARAN: Roughness, Windshield Distress, Rutting, Curb $67.50 # 1.1 Video Rating $7.50 # 1.2 WiseCrax $17.25 # 1.3 Rut Depth No charge # 1.4 Cross -Slope No charge # 1.5 Control Sites No charge # 1.6 Report No charge # 2 Dynaflect: Structural Testing $107.50 # 2.1 Sidewalk Inventory $10.00 # 2.2 Drainage / Culvert Inspection $7.50 # 2.3 Road -Width Measurement $5.00 # 3 Right -of -Way Full -frame Video $10.00 # 4 GPS (Global Positioning System) - Real-time Omnistar $7.50 # 5 GPR (Ground Penetrating Radar) $125.00 Other Fees & Costs: Management Fee, per Work Order 2% Planning & Review Meeting Fee, per Meeting $1,900.00 Page 1 of 1 Pavement Management Data Collection Exhibit C: Cost & Fee Options for the City of Fort Collins Cost per Data Collection Tasks: Lane Mile: # 1 ARAN: Roughness, Windshield Distress, Rutting, Curb $67.50 # 1.1 Video Rating $7.50 # 1.2 WiseCrax $17.25 # 1.3 Rut Depth No charge # 1.4 Cross -Slope No charge # 1.5 Control Sites No charge # 1.6 Report No charge # 2 Dynaflect: Structural Testing $107.50 # 2.1 Sidewalk Inventory $10.00 # 2.2 Drainage / Culvert Inspection $7.50 # 2.3 Road -Width Measurement $5.00 # 3 Right -of -Way Full -frame Video $10.00 # 4 GPS (Global Positioning System) - Real-time Omnistar $7.50 # 5 GPR (Ground Penetrating Radar) $125.00 Other Fees & Costs: Management Fee, per Work Order 2% Planning & Review Meeting Fee, per Meeting $1,900.00 Page 1 of 1 EXHIBIT D: SPECIAL PROVISIONS City of Fort Collins Pavement Management Data Collection System D1. In scheduling data collection activities for the City, the City will make every effort to coordinate data collection activities through the Professional in conjunction with other data collection projects that the Professional's data collection subconsultant may have in Colorado, so as to minimize mobilization and demobilization costs that the data collection subconsultant may incur. The Professional agrees to make every effort to assist in such coordination. However, if coordination of data collection activities is not possible in a fashion that will meet the City's needs, the City may request and schedule data collection through the Professional at any time that is adequate to meet the City's needs. D2. It is anticipated that the City will issue a Work Order to the Professional for DCS data collection for the entire City street network, constituting approximately 522 lane -miles, in 1997. If the City elects to renew the City's contract with the Professional for any additional year, it is anticipated that City will issue a work order for data collection for approximately one-third of City street network per year in future years. However, the City is under no obligation for the procurement of data collection services until such time as the City issues a Work Order to the Professional to collect specific types of data for a specific portion of the City street network. D3. The City shall have the right to approve any subconsultant selected by the Professional for PMS data collection. The Professional may not change data collection subconsultants without the approval in writing of the City Representative. D4. All information provided to the City pursuant to this agreement is the sole and exclusive property of the City, and may not be utilized in any other way by the Professional without the approval of the City Representative. Exhibit D - Page 1 of 1 N 10. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. 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. 12. 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. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (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; (b) treat the Agreement as continuing and require specific performance; or © 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 parry's reasonable attorney fees and costs incurred because of the default. PSA 7/93 4 4 1. 14. 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. 15. 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. 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of five (5) pages, attached hereto and incorporated herein by this reference. PSA 7/93 5 THE CITY OF FORT COLLINS, COLORADO By: James B. O'Neill II, CPPO Director o chasing & Ri�Management DATE: E AS TO FO �r City Attorney DEIGH SSOCIATES LIMITE y By: M a Title: CORPORATE PRESIDENT OR VICE PRE$i DENT Date: c>-1/-1 l y ATT '`-wrr�nCaf AEPa (Corporate Seal) Corporate Secretapj-, GFo PSA 7/93 N EXHIBIT A: SCOPE OF WORK Development and Implementation of the City of Fort Collins Pavement Management Software System Introduction: This Scope of Work constitutes the development and implementation of the City of Fort Collins (City) pavement management software system (referred to herein as the PMSS) by Deighton Associates Limited (Deighton or DAL). Project Tasks and Deliverables: The PMSS consists of two Deighton software programs, dTIMS and dROAD, which interact and are fully compatible, and includes the consulting tasks described in the task list below in this Scope of Work. The following tasks are intended to ensure the successful development and implementation of an effective PMSS for the City. Each task is defined briefly and related to specific deliverables. It is understood that the development and customization of the software system incorporates many tasks, components, and data elements which interact, and which together will form a fully -functioning PMSS at the conclusion of all tasks. dTIMS and dROAD will accept and process pavement management data entered into the PMSS. 1. Project Initialization 1 a Project Initialization Meeting_ The project initialization meeting initiates the project and includes the development and implementation team and City staff. The meeting includes a review of the project objectives and schedule. The task deliverable is the Project Initialization Technical Memorandum, which describes the meeting results in both summary form and in explicit task -related detail. The Project Initialization Technical Memorandum will not be final until it is approved in writing by the City Representative. Exhibit A - Page 1 of 4 EXHIBIT A: SCOPE OF WORK City of Fort Collins Pavement Management Software System 1 b Develop Pavement Management Methodology: Following the project initialization meeting, the PMSS methodology for the City will be developed cooperatively by the project team. The methodology will be both summarized and explicitly detailed in the Project Initialization Technical Memorandum. 1 c Develop the PMSS Database Structure: Based on the indices and parameters determined for the City PMSS, Deighton and the City will define the structure of the PMSS database. This includes the definition of the database section to be used in the PMSS and for data collection purposes. Consideration will be given to the future needs of the City to allow for the expansion of the database as the needs of the City change. The final structure of the PMSS database will be presented in the project initialization technical memorandum. 2. Database Development 2a Design dROAD Database: Utilizing the database structure developed during Project Initialization, the dROAD database will be built to accept all inventory and condition data that will be used in the PMSS analysis. This database design will include all necessary linkages and definitions for the City's geographich information systems (GIS). The deliverable will be a dROAD database, approved by the City Representative, ready to accept City roadway data. 3. Pavement Condition Assessment 3a. This task will allow for Deighton to prepare for the data collection phase of the project. Following the collection of the network data, it will be loaded into the database and utilized to calculate the Pavement Condition Indices (PCIs). The deliverable of this task will be a completely populated dROAD database ready for analysis. Exhibit A - Page 2 of 4 EXHIBIT A: SCOPE OF WORK City of Fort Collins Pavement Management Software System 4. Performance Modeling 4a Parameter Development Meeting: The parameter development meeting occurs after the collection of City data, and will define a set of parameters that will provide a foundation for the PMSS. The deliverable of this task is a Parameter Development Memorandum. 4b. Develop dTIMS Parameters: Deighton shall develop, for approval by the City Representative, the parameters to customize the dTIMS analysis to the City environment. Parameters to be developed include (but may not be limited to) performance curves, rehabilitation treatments, treatment triggers, and economic and budgeting parameters (including, as required, maintenance and rehabilitation strategic information, and historic cost data). 5. Network Analysis 5a. Load dTIMS parameters: This task consists of loading and testing of the dTIMS PMSS with all of the required analysis parameters. The deliverable is a fully configured dTIMS analysis package, including fully - functional City GIS links, maintenance and rehabilitation strategic parameters, and cost estimating and budgeting parameters, ready for approval by the City Representative, and ready to produce the City network analysis output. 5b. Run dTIMS Analysis and Test: Following the initial analysis tests, Deighton will investigate each of the analysis parameters to ensure that they reasonably model the real world conditions. Using the City data, Deighton will generate strategies, perform optimization and adjust parameters as necessary to ensure that the construction program generated matches expected results. The deliverable will be a fully tested PMSS with all parameters working as expected, including fully -functional City GIS links, maintenance and rehabilitation strategic information, and cost estimating and budgeting information; ready for for approval by the City Representative, and ready for delivery and Exhibit A - Page 3 of 4