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HomeMy WebLinkAboutC04-270 The Sanborn Map Company AGREEMENT FOR DIGITAL ORTHOPHOTOGRAPHY SERVICES BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND THE SANBORN MAP COMPANY, INC. THIS AGREEMENT is made effective August 24, 2004, by and between the Board of County Commissioners, County of Eagle, State of Colorado, (hereinafter referred to as "County"), and The Sanborn Map Company, Inc. (hereinafter referred to as "Sanborn"), a Delaware corporation. Recitals A. County desires to develop digital orthophotography and contours for specific locations within the County. B. Sanborn has made a proposal, dated July 19, 2004 ("Proposal for GIS Mapping Project: Digital Aerial Orthophotography"), which demonstrates it is a professional contractor knowledgeable and experienced in conducting such digital orthophotography mapping. C. County and Sanborn intend by this Agreement to set forth the scope of the responsibilities of Sanborn in connection with this digital orthophotography and related terms and conditions to govern the relationship between County and Sanborn. Agreement Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Work: A. Sanborn shall provide all labor and materials to perform the work as set forth in Sanborn's Proposal and as otherwise called for or set out in those contract documents listed in Article 8 ("Contract Documents"), which are incorporated herein by reference, and except as modified hereunder. The work is generally described as providing labor, material and services to complete digital orthophotography and in contour generation for specified lands within Eagle County and more specifically set forth in the attached Exhibit "A" (hereafter "Scope of Work" or "Work"). The Scope of Work shall include orthophotography for all Priority 1 Areas identified in the Request for Proposals. The Scope of Work shall include orthophotography and 2-foot contours (Option 1) for the Landfill Area and Outlying Areas (Bolts Lake and Upper Eagle River). The Scope of Work shall also include the building footprint planimetric data capture described in the Page 1 Request for Proposals. The Priority 2 Areas described in the Request for Proposals area excluded from this Scope of Work. The extents of the aerial orthophotography mapping and contour generation shall be based on Map 1 attached hereto as Exhibit "B", which is incorporated herein by reference. To the extent that the Scope or Work set forth herein may differ from or be inconsistent with the work set forth in Sanborn's Proposal or other Contract Documents, the terms and conditions of this Agreement shall prevail. 2. Time of Performance: A. Sanborn shall begin the services to be performed under this Agreement upon a Notice to Proceed from County after receipt of an executed contract and acceptable insurance certificates as required herein. The aerial photography flight of the Scope of Work shall be completed on or before September 30, 2004, and the image processing and orthorectification of the Scope of Work shall be substantially completed on or before December 31, 2004. B. County may grant an extension of time for the completion of the Scope of Work, provided it is satisfied that delays or hindrances were due to causes outside Sanborn's control, and provided that such extensions of time shall in no instance exceed the time actually lost to Sanborn by reason of such causes, and provided further that Sanborn shall have given County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the delay. 3. Comuensation and Payment: A. County agrees to pay Sanborn for its services in performing the Scope of Work in accordance with the price quotes presented in Sanborn's Proposal. Specifically, County shall pay Sanborn an amount not to exceed $88,385 for the digital orthophotography services. B. The funds appropriated for this project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Sanborn in excess of the above amounts for any work done without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. C. Not more often than once a month, Sanborn shall submit to County an application for payment filled out and signed by Sanborn covering the work completed as of the date of the application, and accompanied by such supporting documentation as County may reasonably require. County agrees to pay Sanborn within thirty (30) days of receipt of a properly documented invoice. Page 2 D. Sanborn shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time. 4. Indeuendent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Sanborn shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Sanborn shall be, or shall be deemed to be, the employee, agent or servant of County. Sanborn shall be solely and entirely responsible for its acts and for the acts of Sanborn's agents, employees, and servants during the performance of this agreement. Sanborn shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 5. No Assignment or Subcontracting: The parties to this Agreement recognize that in entering into this Agreement, County is relying upon the skill and reputation of Sanborn. Therefore Sanborn may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein or subcontract the performance of any part of the Work, without the prior written consent of County, which consent County may withhold at its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 6. Insurance• A. At all times during the term of this Agreement, Sanborn shall maintain the following insurance: (i) Claims under Workmen's Compensations, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. (ii) General Liability Coverage in the minimum amount of $2,000,000. (Combined personal injury/property damage limit) for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damages imposed bylaw upon Sanborn with Page 3 respect to all work performed by them. (iii) Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. (iv) Any other coverage required by State and Federal law or generally maintained in the industry of digital orthophotography and mapping. B. Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed with the County prior to commencement of the Scope of Work. These Certificates shall contain provisions naming the County as an additional insured under Sanborn's insurance and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the County. 7. Indemnification: Sanborn shall indemnify County for, and hold and defend County and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the performance of this Agreement to the extent such cost, claim and expense is caused in whole or in part by the negligent or willful acts or omissions of Sanborn. 8. Contract Documents: The Contract Documents which comprise the entire Agreement are made a part hereof, and consist of the following. There are no Contract Documents other than those listed below in this Article 8. The Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. A. This Agreement; B. Sanborn's Proposal attached hereto as Exhibit "A;" C. Map 1 attached hereto as Exhibit "B"; D. Eagle County GIS Mapping Project: Digital Aerial Orthophotography Request for Proposal attached hereto as Exhibit "C;" and E. Any amendments or modifications duly executed after adoption of this Agreement. 9. Sanborn's Representations: In order to induce the County to enter into this Agreement, Sanborn makes the following Page 4 representations: A. Sanborn has familiarized itself with the nature and extent of this Agreement and the Contract Documents, Scope of Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect the cost, progress, or performance of the Scope of Work; and B. Sanborn shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Scope of Work, and the general and local conditions which can affect the Scope of Work or the cost thereof. Any failure by Sanborn to do so will not relieve it from responsibility for successfully performing the Scope of Work without additional expense to the County. Sanborn acknowledges that County assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in this Agreement; C. Sanborn has made, or caused to be made, examinations, investigations, and tests and studies as it deems necessary for the performance of the Scope of Work at the contract price, the contract time, and in accordance with other terms and conditions of this Agreement and the Contract Documents. D. Sanborn shall be responsible for the completeness and accuracy of the Scope of Work and shall correct, at its sole expense, all errors and omissions therein. The fact that County has accepted or approved the Scope of Work shall not relieve Sanborn of any if its responsibilities under this Agreement; and E. Sanborn shall perform the Scope of Work in a skillful, professional and competent manner and in accordance with the standards of care, skill, and diligence applicable to other contractors performing this type of work. 10. Notices• Any notice required under this Agreement shall be personally delivered or mailed in the United States mail, first class postage prepaid, to the appropriate party at the following addresses: Sanborn: B. Craig McDaniel Vice President, Business Administration 1935 Jamboree Drive, Suite 100 Colorado Springs, CO 80920 Tel: (719) 264-5547 Fax: (710) 528-5093 Page 5 County: John Staight Eagle County GIS Department P.O. Box 850 500 Broadway Eagle, CO 81631 Tel: (970) 328-3553 Fax: (970) 328-8789 with a copy to: Bryan Treu, County Attorney's Office P.O. Box 850 500 Broadway Eagle, CO 81631 Tel: (970) 328-8685 Fax: (970) 328-8699 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. 11. Termination: A. The performance of the Scope of Work may be terminated at any time in whole or in part, by County for its convenience. Any such termination shall be effected by delivery to Sanborn of a written notice of termination specifying the date upon which termination becomes effective. In such event, Sanborn shall be compensated for all work completed up to the date of termination. B. If Sanborn defaults or neglects to carry out the Scope of Work in accordance with this Agreement and fails within a five (5) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies. In such case, a deduction for the cost of correction shall be taken from payments due Sanborn. 12. Miscellaneous: A. Sanborn shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, age, political affiliation or family responsibility. B. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement and the Contract Documents Page 6 embody the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Scope of the Work, except by a written document of equal formality executed by both parties hereto. C. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. D. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. E. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. F. In the event of litigation between the parties hereto regarding the interpretation of this Agreement or the Contract Documents, of the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such event, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Page 7 //NEXT PAGE IS SIGNATURE PAGE// COUNTY OF EAGLE, STATE OF -• ~~~~.. -_%,~~.=~-~-A ~~- COLORADO, By and Through Its ATTEST: ;'a'~'`s<'y ,b, ~~~i BOARD OF COUNTY COMMISSIONERS > ~ 4a `~ it v ~ o ~' C - ~~ 0~-9 By: Clerk tot e Board of Tom C. Stone, Chairman County Commissioners The Sanborn Map Corny, Inc. By: .rJ°or+~i Cv STATE OF COLORADO ) ss: County of ~c. ~itsa ) On this l~ ~ day of v T' , 2004, came before me, a notary public, .J' pkN UJpP~e ,known to me to be the ~' EO of The Sanborn Map Company, Inc. who acknowledged to me that he executed the foregoing document, that he executed it in that capacity, and that the same was the act of the corporation. My commission expires: ~~ lS O (v • l (~~~ otar ublic Page 8 T4S ! Dotsero I Red Sky Ranch T5S ! Eagle Minturn IT6S ! - ~ ~ ; * - Bolts Lake ''fit F, x6 Y s xn~,~ ~;ti ~r - ~* , at, ~` ~ ~) ~ Upper Eagle River • ~~~~ < i f1 {[r )~~ {~,'t gR ~ 6 ~~, rt r ~i~+?i# ti~:1~i 9f317"r.4~ ~ 1, . R85W ... 'b'rs ;.. 4-ei~. -~R. i ;.. '~ :~'-. x ~~` : r. .'~ :.: ~, a' ~, Vail R84W R83W R82W R81 W R80W Legend - Proposed 2004 Flyover Area -Areas for New 2-foot Contour Generation Map 1 ~~ Boundary of Existing 1998 Orthophotography and DTM (1998_Photo_DTM_Boundary.shp) Private Lands ~ USFS Wilderness Areas Interstate 70 Exhibit B BLM ~;~: •~ State of Colorado Highways USFS Note: All Proposed 2004 Flyover Areas are locatedson pnvate lands 2004 Flyover Areas with the exception of Bolts Lake and the Upper Eagle River _ _ _ ____ Y~;~~~~ a ,~; Landfill ;` Wolcott - '~ Red Canyon Estates _ _ Edwards/Avon/Eagle-Vail