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HomeMy WebLinkAbout2001-04-24; City Council; 16168; Professional Surveying & Aerial Mapping Of CityCITY OF CARLSBADICARLSBAD MUNICIPAL WATER DISTRICT - AGENDA BI AB# &I lb!? TITLE- APPROVAL OF AN AGREEMENT FOR PROFESSIONAL SURVEYING AND MAPPING SERVICES MTG. 4/24/O 1 TO PROVIDE DIGITAL AERIAL MAPPING AND CITY ATTY. CONTOUR DATA OF THE CITY AND APPROPRIATING FUNDS DEPT. ENG RECOMMENDED ACTION: Adopt City Council Resolution No. gm /- /.% approving a consultant agreement for professional surveying and mapping services with Merrick & Company, a Colorado Corporation to provide digital aerial mapping and two-foot contour data of the City and appropriating funds. Adopt Carlsbad Municipal Water District Resolution No. approving a consultant I \ a & agreement for professional surveying and mapping services with Merrick 81 Company, a Colorado Corporation to provide digital aerial mapping and two-foot contour data of the City and appropriating funds. ITEM EXPLANATION: The City of Carlsbad has a tremendous need for accurate and reliable aerial maps which show current topographic and geographic features of the City landscape. The existing aerial maps used by the City are outdated, lack the desired resolution and are not gee-referenced to the City’s Geographic Information System database (that is to say the maps are not tied into the City’s survey control monuments and cannot be relied upon as accurate). The only available citywide contour data is 13 years old and does not accurately depict the changed landscape brought about by the extensive development activity of the past 13 years. City staff is currently working on several goals related to improving the functionality and capabilities of the City’s Geographic Information System. It was staffs intention to develop a future goal around the preparation of new, highly accurate and digitally rendered aerial maps covering the whole City. The proposed maps would contain high resolution, full color imagery of the City and be tied to the City’s established and proposed system of citywide survey control monumentation. The City is now presented with the opportunity to obtain these needed and desired high quality aerial maps at a substantial savings over the costs previously anticipated by staff. The San Diego County Water Authority (SDCWA) has contracted with the mapping firm of Merrick and Company to produce high resolution, full color, digital aerial maps including two-foot contour data of all its facilities throughout the County. As a separate part of their proposal, SDCWA asked Merrick to provide estimates to do the same work for SDCWA-member cities under separate contract with the individual cities. Significant cost savings can be realized due to economies of scale and due to the effects of overlapping mapping needs at agency boundaries. Oceanside and Encinitas are moving forward with separate contracts to purchase the data for their jurisdictions. The proposed mapping contract will produce two products: 1. Digital aerial photography geo-referenced for use with the City’s GIS database. The natural colored imagery will be composed of individual pixels depicting ground objects measuring 6 inches across. The aerial mapping will extend approximately 3000 feet outside the City borders. All maps will be tied to the City’s existing and proposed survey control network. 2. Digital topographic data depicting two-foot contour levels throughout the City and extending approximately 3000 feet outside the City boundaries. Page 2 of Agenda Bill No. ,I?, The aerial photography will be an invaluable tool for the NPDES program, GIS mapping operations, planning studies, road, sewer, water and drainage alignment and design studies, police crime scene analysis and police and fire emergency operations planning. The contour data generated from this project will support all environmental and engineering studies requiring high resolution surface data using the 2 foot contours. ENVIRONMENTAL REVIEW: This is a planning study which is exempt from CEQA under Section 15262 of the California Environmental Quality Act Guidelines. FISCAL IMPACT: The cost for the proposed project is $156,000 ($137,034 for the contract plus $18,986 for contingencies). The project costs are to be shared equally between the General Fund, Wastewater Enterprise Fund and the CMWD Water Enterprise Fund. Staff recommends appropriation of funds in the amount of $52,000 from each of the following accounts: City Council Contingency Account, Wastewater Enterprise Fund Balance and Water Enterprise Fund Balance. Though no detailed financial analysis was prepared, it is expected that most if not all of the project costs will be recovered over the next five to ten years through the elimination of aerial and topographic surveying work for individual Capital Improvement Program projects and studies. EXHIBITS: 1. City of Carlsbad Resolution No. 200 lc /30 approving a consultant agreement for professional surveying and mapping services with Merrick & Company, a Colorado Corporation to provide digital aerial mapping and two-foot contour data of the City and appropriating funds. 2. Carlsbad Municipal Water District Resolution No. approving a consultant ) \ aa agreement for professional surveying and mapping services with Merrick & Company, a Colorado Corporation, to provide digital aerial mapping and two-foot contour data of the City and appropriating funds. 3. Contractor Agreement with Merrick and Company, a Colorado Corporation. 2 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2001-130 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A CONTRACTOR AGREEMENT FOR PROFESSIOANL SURVEYING AND MAPPING SERVICES WITH MERRICK AND COMPANY, A COLORADO CORPORATION TO PROVIDE DIGITAL AERIAL MAPPING AND TWO-FOOT CONTOUR DATA OF THE CITY AND APPROPRIATING FUNDS. WHEREAS, the San Diego County Water Authority (SDCWA) solicited Request for +oposals from aerial surveying and mapping firms to perform the aerial surveying and mapping ;ervices for the preparation of digital aerial maps and contour data for all SDCWA facilities in the :ounty; and, WHEREAS, the firm of Merrick and Company, a Colorado Corporation was selected as he most qualified firm to perform the work; and, WHEREAS, the SDCWA asked Merrick and Company to provide estimates to do the same work for SDCWA-member agencies and affiliated public entities under separate contract as I means of reducing project costs for itself and its member agencies; and, WHEREAS, the City Council of the City of Carlsbad hereby finds it necessary, desirable, rnd in the public interest to enter into a contractor agreement with Merrick and Company to rrovide aerial mapping and surveying services for City (the “Agreement”); and, WHEREAS, the products produced by the Agreement will benefit the City, the Carlsbad nunicipal Water District (CMWD) and the City Sewer District through the provision of digital high esolution photographic maps of the City with accompanying two-foot contour lines; and, WHEREAS, the costs are to be shared equally by the City General Fund, the CMWD fnterprise Fund and the City Wastewater Enterprise Fund. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, . :alifomia, as follows: 1. That the above recitations are true and correct. 2. That the amount of $52,000 is appropriated from the City Council Contingency ccount to fund one third of the cost of the project. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 21 22 23 24 25 26 27 28 I 3- That the amount of $52,000 is appropriated from the Wastewater Enterprise Fund 1 Balance to fund one third of the cost of the project. I 4. That the Agreement with Met-rick and Company for professional surveying and mapping services is hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute the Agreement. Following execution of the Agreement, the City Clerk is further authorized and directed to forward a copy of the Agreement and this resolution to Merrick and Company, attention: David Huelskamp, One Commerce Center, 7222 Commerce Center Drive, Colorado Springs, CO 80919. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 24th day of April ,200l by the following vote, to wit: AYES: Council Members Finnila, Nygaard and Hall. NOES: None - ~ ABSENT: Council Members Lewis and Kulchin. yor Pro Tern (SEAL) RESOLUTION NO. 1122 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD) APPROVING A CONTRACTOR AGREEMENT FOR PROFESSIONAL SURVEYING AND MAPPING SERVICES WITH MERRICK AND COMPANY, A COLORADO CORPORATION TO PROVIDE DIGITAL AERIAL MAPPING AND TWO-FOOT CONTOUR DATA OF THE CITY AND APPROPRIATING FUNDS. 6 WHEREAS, the San Diego County Water Authority (SDCWA) solicited Request for 7 Proposals from aerial surveying and mapping firms to perform the aerial surveying and mapping 8 services for the preparation of digital aerial maps and contour data for all SDCWA facilities in the 9 county; and, 10 WHEREAS, the firm of Merrick and Company, a Colorado Corporation was selected as 11 12 13 14 same work for SDCWA-member agencies and affiliated public entities under separate contract as a means of reducing project costs for itself and its member agencies; and, 15 the most qualified firm to perform the work; and, WHEREAS, the SDCWA asked Met-rick and Company to provide estimates to do the 16 WHEREAS, the Board of Directors of CMWD hereby finds it necessary, desirable, and in the public interest to enter into a contractor agreement with Merrick and Company to provide 17 aerial mapping and surveying services for City (the “Agreement”); and, 18 19 WHEREAS, the products produced by the Agreement will benefit the City of Carlsbad, the Carlsbad Municipal Water District (CMWD) and the City of Carlsbad Sewer District through the 20 21 22 23 24 provision of digital high resolution photographic maps of the City with accompanying two-foot contour lines; and, WHEREAS, the costs are to be shared equally by the City General Fund, the CMWD Enterprise Fund and the City Wastewater Enterprise Fund. 25 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Carlsbad Municipal Water District of the City of Carlsbad, California, as follows: 26 1. That the above recitations are true and correct. 27 2. That the amount of $52,000 is appropriated from the Water Enterprise Fund , 28 Balance to fund one third of the cost of the project. /I // 1 3. That the Agreement with Merrick and Company for professional surveying and 2 mapping services is hereby approved and the President is hereby authorized and directed to 3 execute the Agreement. 9 10 11 12 13 16 17 18 19 20 21 22 23 24 25 28 27 28 PASSED, APPROVED AND ADOPTED at a special meeting of the Carlsbad Municipal Water District held on the 24th day of April 9 2001 by the following vote, to wit: AYES: Board Members Finnila, Nygaard and Hall. NOES: None. II ABSENT! :Board: Members Lewis and Kulchin. l%P-Y DE A. LEWIS, r ibent , Acting President 11 LWWNE y- WOOD, Secretary (SEAL) AGREEMENT FOR PROFESSIONAL SURVEYING AND MAPPING SERVICES THIS AGREEMENT is made and entered into as of the 7th day of MaY 3 2001, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water District Act of 1911, and a Subsidiary District of the City of Carlsbad (“District”), hereinafter collectively referred to as “Carlsbad” and Merrick & Company, a Colorado Corporation, hereinafter referred to as “Contractor.” RECITALS Carlsbad requires the services of a professional surveying and mapping Contractor to provide the necessary survey and aerial photogrametric mapping services for preparation of planimetric, topographic and orthophotographic image databases of the City (“Project”); and Contractor possesses the necessary skills and qualifications to provide the services required by Carlsbad; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Carlsbad and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS Contractor shall perform services and furnish equipment, labor and other things necessary to complete the Project as described in Exhibit “A” (“Scope of Work”). Upon notification to proceed, Contractor shall promptly commence and diligently continue the services to completion in compliance with the Scope of Work, except as may be rev. 4/24/00 -1 - otherwise provided herein. Contractor’s services shall be performed in a manner consistent with the care and skill exercised by professionals practicing in the same locality and specialty under similar conditions. There are no warranties, express or implied, which extend beyond the description in this Agreement. Contractor shall be responsible for completeness and accuracy of its services and shall correct defects or errors or omissions at its own expense. Contractor shall promptly pay, when due, taxes, excises, license fees directly applicable and chargeable to the services it performs under this Agreement. Subject to the approval of Carlsbad prior to commencement of Contractor’s services, certain of Contractors personnel may be designated as key personnel for performance of the services. In the ordinary course of business and so long as they remain in Contractor’s employ, designated key personnel shall not be removed from the Project without Carlsbad’s prior written consent, which shall not be unreasonably withheld. Carlsbad may require additions, reductions or substitutions to Contractor’s employees working on the Project. Key personnel of Contractor are: Brian Holzwot-th, Project Manager, technical representative; and Brian Raber, Vice President, contractual representative. Contractor shall not be liable to Carlsbad for errors or omissions in data furnished by Carlsbad. 2. CARLSBAD OBLIGATIONS Carlsbad shall cooperate with Contractor in all aspects of the Project and shall provide full information and all criteria of Carlsbad’s requirements for the Project, including objectives and constraints, space, capacity and performance requirements, -2 - rev. 4/24/00 flexibility and expendability, and any time or budgetary limitations. Carlsbad shall furnish copies of all specifications and standards, which it will require to be included in the services and shall examine and respond promptly to Contractor’s submissions. Catlsbad shall take all necessary precautions for protection of the work and safety of the public through or around the operations and Carlsbad shall be responsible for the means, methods, techniques and sequencing of the work of others. Additional responsibilities of Carlsbad are specified in Exhibit “B” (“Carlsbad Responsibilities”). Should Carlsbad become aware of errors or omissions in the services or should Carlsbad otherwise become dissatisfied with the services, Carlsbad shall give prompt written notice to Contractor and allow a reasonable time for correction by Contractor. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by Carlsbad and be completed within 380 calendar days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by Carlsbad. Carlsbad will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by Carlsbad inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $137,043.25. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work.” rev. 4/24/00 -3 - Incremental payments, if applicable, should be made as outlined in attached Exhibit “C” (“Deliverables/Payment Schedule”). Except where the payment provisions of Exhibit “C” provide or require otherwise, Contractor shall submit periodic invoices to Carlsbad with a summary of services performed in accordance with Contractor’s standard invoicing practices. Carlsbad shall notify Contractor of any objection within 14 calendar days of the invoice date, identifying the reasons that portion of the invoice not in dispute. Invoices will Carlsbad if no such objections are made. therefore in writing and paying be considered acceptable to 5. DURATION OF CONTRACT This agreement shall extend for a period’ of one and a half years from date thereof. The contract may be extended by the City Manager and District Manager for one additional one (1) year period or part thereof, based upon a review of satisfactory performance and Carlsbad’s needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. Invoices not paid within 30 days of presentment (excepting any portion of an invoiced amount in dispute and resolved in favor of Carlsbad) shall accrue interest at the rate of 1.5% per month, or the highest interest rate permitted by law, whichever is less. Interest shall be calculated from the date of an invoice, with payments credited first to interest and then to principal. Timely payment by Carlsbad to Contractor is a material part of the consideration of this Agreement. If payment is withheld, Contractor may suspend services or -4 - rev. 4/24/00 terminate this Agreement without incurring liability to Carlsbad or others for incidental, special, direct or consequential damages. 7. FINAL SUBMISSIONS Contractor shall submit all deliverables to Carlsbad, as described in Exhibit “A” - Scope of Work, within the time frames established in the Project schedule mutually agreed upon during Project Setup, as described in the Scope of Work. 8. RECORDS, AUDIT, OWNERSHIP OF DOCUMENTS Contractor shall maintain records of performance under this Agreement and shall make these records available for inspection and for audit(if the payment provisions herein are of a type capable of audit) by Carlsbad at all reasonable times during the course of services and for a period of two years after completion of services. Audits shall be conducted in accordance with generally accepted auditing principles. All documents and thing provided or furnished by Contractor pursuant to this Agreement are instruments of service and Contractor shall retain an ownership and property interest therein, including the right of reuse by and at the discretion of Contractor, whether or not the Project is completed. Submission of documents or other instruments prepared under this Agreement to any regulatory agency or others for use on the Project shall not be construed as publication to defeat Contractors rights as provided herein. The documents and data sets, identified as deliverables in Exhibit “c”: Deliverables/Payment Schedule, prepared by Contractor under this Agreement are not intended or represented to be suitable for reuse by Carlsbad or others on extensions of the Project or on any other project. Any such reuse without prior express written -5 - rev. 4/24/00 consent of Contractor shall be at Carlsbad’s sole risk and without liability or loss exposure to Contractor and Carlsbad shall indemnify, defend and hold Contractor harmless from any and all claims, damages, losses and expenses, including attorney fees, arising out of or resulting from such an unauthorized reuse. 9. CONFIDENTIAL AND PROPRIETARY INFORMATION Contractor and Carlsbad, to the extent of their rights and abilities to do so, may exchange technical data and information reasonably required of each to perform this Agreement. It is anticipated these exchanges will include trade secrets or confidential and proprietary information (the “Information”). Each party will treat as confidential all information, which has been or may hereafter be made available to the other in connection with this Agreement. Except as necessary for the Project, each party agrees that under no circumstance will it make use of or disclose the information to any third party or use Information to the detriment or competitive disadvantage of the other party. Each party agrees to limit disclosure of the Information to its officers, directors, employees and agents and then only to the extent reasonably necessary to effectuate the purposes of the Project. The party receiving Information shall take diligent precautions to ensure that those persons to whom disclosures are made keep the Information confidential. These restrictions shall not apply to the extent Information was in the public domain at the time of the disclosure or subsequently becomes a part of the public domain through no fault of the party receiving the Information; was known to the receiving party at the time of the disclosure; was readily ascertainable from public or -6 - rev. 4/24/00 trade sources at the time of its disclosure; was independently developed by the receiving party without recourse to any Information provided under this Agreement; or is the subject of demand by subpoena, court order or other similar mandatory legal process in which case the party against whom the demand or request is made shall forthwith give written notice to the other to preserve the opportunity to resist and/or respond to such process. The covenants of this Section 9 shall survive expiration of the term or the termination of this Agreement and shall apply for a period of two (2) years thereafter. In addition to and without prejudice to its other rights and remedies, a party shall be entitled to injunctive relief upon proof of a breach or threatened breach of this Section 9. 10. SOFTWARE RIGHTS, COPYRIGHT, PATENT, TRADEMARK Contractor shall retain ownership and proprietary rights of any software programs to be used and/or developed under this Agreement. Carlsbad retains ownership of deliverables produced from this Agreement. At Contractors expense, Contractor shall defend any suits brought against Client based on a claim that the use of any design, process, apparatus, or any part, methodology, software, publication, or other proprietary right or anything furnished by Contractor under this Agreement constitutes an infringement of any patent, trademark, or copyright of the United States; provided that Contractor shall be notified promptly in writing by Client of such a claim or contention and given the authority, information, and assistance (at Contractors expense) for the defense thereof. rev. 4124/00 -7 - 11. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or Carlsbad, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Contractor or Carlsbad may request a change in contract. Such changes shall be processed by Carlsbad in the following manner: A letter outlining the required changes shall be forwarded to Carlsbad by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by Carlsbad and approved by Carlsbad according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 12. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, Carlsbad shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. rev. 4/24/00 -8 - 13. ANTI-DISCRIMINATION AND ANTI-HARASSMENT CLAUSE The Contractor shall comply with all applicable state and federal laws and regulations prohibiting discrimination and harassment. 14. TERMINATION OF CONTRACT In the event of the Contractor’s failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager and District Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by Carlsbad and all work in progress to Carlsbad. Carlsbad shall make a determination of fact based upon the documents delivered to Carlsbad of the percentage of work which the Contractor has performed which is usable and of worth to Carlsbad in having the contract completed. Based upon that finding as reported to the City Manager and District Manager, the City Manager and District Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of Carlsbad, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to Carlsbad. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City Manager and District Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. rev. 4/24/00 -9 - 15. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to Carlsbad must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to Carlsbad, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for Carlsbad to disqualify the Contractor from the selection process. (Initial) P (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. # (Initial) W (Initial) 16. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this -10 - rev. 4/24/00 agreement is San Diego County, California. 17. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way as an independent Contractor and in pursuit of Contractors independent calling, and not as an employee of Carlsbad. Contractor shall be under control of Carlsbad only as to the result to be accomplished, but shall consult with Carlsbad as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of Carlsbad for any purposes whatsoever. The Contractor is an independent Contractor of Carlsbad. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. Carlsbad shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. Carlsbad shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify Carlsbad within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment which Carlsbad may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by Carlsbad from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not -11 - rev. 4/24/00 limited to, verifying the eligibility for employment of all agents, employees, subcontractors and Consultants that are included in this agreement. 10. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. Carlsbad will provide copies of the approved plans to any other agencies. 19. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of Carlsbad, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to Carlsbad. Contractor shall have the right to make one (1) copy of the plans for its records. 20. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in Carlsbad and hereby agrees to relinquish all claims to such copyrights in favor of Carlsbad. 21. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct, or negligent act, or omission of the contractor, -12 - rev. 4/24/00 any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 22. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of Carlsbad. 23. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to Carlsbad for the acts and omissions of Contractors subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and Carlsbad. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractors work unless specifically noted to the contrary in the subcontract in question approved in writing by Carlsbad. 24. PROHIBITED INTEREST No official of Carlsbad who is authorized in such capacity on behalf of Carlsbad to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of Carlsbad who is authorized in such capacity and on behalf of Carlsbad to exercise any executive, supervisory, or similar functions in connection with the performance of this contract -13 - rev. 4/24/00 shall become directly or indirectly interested personally in this contract or any part thereof. 25. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of Carlsbad, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 26. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 21, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 27. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 28. CONFLICT OF INTEREST Carlsbad has determined, using the guidelines of the Political Reform Act and Carlsbad’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. rev. 4/24/00 -14 - 29. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best’s Key Rating of not less than “A-:V” and shall meet Carlsbad’s policy for insurance as stated in Resolution No. 91-403. A. Coveraaes and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor’s work for Carlsbad). $l,OOO,OOO combined single-limit per accident for bodily injury and property damage. rev. 4t24tOO -15 - 3. Workers’ Compensation and Employers Liability. Workers’ Compensation limits as required by the Labor Code of the State of California and Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate to the contractor’s profession with limits of not less than $l,OOO,OOO per claim. Coverage shall be maintained for a period of five years following the date of completion of the work. 9. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City and District shall be named as an additional insured on all policies excluding Workers’ Compensation and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the City and District before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shalt not be canceled without 30 days prior written notice to the City and District sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverages required herein, then Carlsbad will have the option to declare the Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The Contractor is -16- rev. 4t24tOO responsible for any payments made by Carlsbad to obtain or maintain such insurance and Carlsbad may collect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. 30. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of Carlsbad and on behalf of the Contractor in connection with the foregoing are as follows: For Carlsbad: Title Name Address Deputy City Engineer David Hauser 1635 Faraday Avenue Carlsbad, CA 92008 For Contractor: Title Name Address Vice-President Brian R. Raber 2450 South Peoria Street Aurora. CO 80014 31. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 32. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, along with the purchase order for this contract and its provisions, embody the entire agreement and understanding between the parties relating to the subject matter hereof. In case of conflict, the terms of the agreement supersede the purchase order. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. -17 - rev. 4/24/00 The following Exhibits are incorporated into and made a part of this Agreement: A - Scope of Work 6 - Client Responsibilities C - Deliverables/Payment Schedule Executed by Contractor this day of , 20 . CONTRACTOR: CITY OF CARLSBAD, a municipal corporation of the State of California Merrick & Company By: IQ.- (sign here) Ann . /9 Kulchin, Mayor Pro Tern Brian R. Raber, Vice President By: h a ‘(sign here) Gary Outlaw, Vice President State of &2&ounty OfJibiZ@hW @pd before me on this)rlthday CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water District Act of 191 I, and a Subsidiary District of the City of Carlsbad . LEWIS, President Ann J. Kulchin, Vice President rev. 4/24tOO -18 - EXHIBIT “A”: Scope of Work Detailed Technical Approach The following outline provides a description of the significant procedures/milestones that will occur throughout the Carlsbad project. Although the project will be divided into phases, the narrative illustrates the sequence of steps from the beginning to the end of the project. Project Implementation 1. 2. w m n n n w n n n n 3. 4. A project ‘kick-off” meeting will be held between Carlsbad, partner agencies, and Merrick to review all technical and administrative aspects of the project. This meeting will be a “hands-on” workshop to facilitate the exchange of quality information. Before the “kick-off” meeting, Carlsbad will be provided a list of items that will be discussed and finalized at the meeting. The specific topics to be addressed include: Review the proposed flight and ground control scheme and modify as necessary to meet project requirements Develop a conceptual ArcInfo database design, inclusive of any metadata attributes that will be assigned to the DTM, contour, and ortho imagery databases Discuss/review tiling requirements (2000 x 3000’) Review positional accuracy requirements Define the location of the prototype areas Determine acceptance criteria for all deliverable products @TM, Contour and digital imagery) Identify points of contact and develop communication protocol Develop status report requirements Demonstrate the use of Contractor’s secure Internet web site and how it will be used to help review and monitor project progress and status Review invoicing procedures A goal of this meeting is to assist Carlsbad to understand the scope of work, Merrick will present data from a similar ArcInfo project. Following the “kick-off’ meeting a detailed memorandum will be forwarded to Carlsbad project manager to clarify and document the decision/discussion items of the “kick-off’ meeting. Once the memorandum is finalized, it will be posted on the secured Internet project site. rev. 4/24/00 -19 - Project Setup 1. In order to prepare the initial start up documentation, all of the action items identified during the “kick-off’ meeting will be resolved. 2. Merrick’s project manager will develop internal, project specific documentation as a reference for the production staff. This Project Summary outlines the scope of work, project specifications, deliverables, project schedule, technical procedures, and the quality assurance plan. 3. During this step, we will prepare the production facilities for the project. The primary tasks being integrated in preparation of beginning the project are: n Scheduling of resources (equipment and personnel) n Customizing in-house software tools, as necessary n Flow charting the unique production process n Developing project specific QC checklists for each department 4. A project of this magnitude requires a start-up period of approximately two weeks. Once the information is gathered and/or tested, the team is ready to begin the next step of the project. 5. Once all of the project startup meetings are completed, Merrick’s project manager will hold an internal “kick-off’ meeting to disseminate all of the required project information to the technical leaders that will be working on this project. As an option, Carlsbad can attend this meeting. Having a representative from Carlsbad office present for this meeting is an effective way to be sure that the client’s goals and objectives are presented. Surveying Support for the Photo Control 1. Merrick will utilize standard survey and photogrammetry procedures to control the aerial photography. The procedure takes advantage of the highly accurate Airborne GPS (ABGPS) technology to minimize the amount of control required to meet positional accuracy requirements. 2. Additionally, a photo-identification (photo-ID) technique will be used, requiring fewer points to be premarked prior to flying the aerial photography. This methodology allows more flexibility in film acquisition, opening a longer flight window and ability to wait for an optimal day where environmental conditions are best suited for ortho imagery. 3. Merrick’s GPS control will be referenced to not less than two survey points. Based on this approach, there will be 19 photo-identification (photo-ID) points in and around the Carlsbad area.. rev. 4t24tOO -20 - 4. Because the ABGPS technology provides X, Y, Z coordinates for every exposure; the 19 photo-ID points are merely random quality inspection points that will validate the accuracy of the ABGPS and Fully Analytical Aerial Triangulation (FAAT). 5. The photo-ID control will be based on aerial mapping needs and the precision will be adequate to support national Map Accuracy Standards for l”=lOO’ mapping with two-foot contours. 6. All control will be based on the California State Plane Coordinate System, Zone 6, North American Datum 83-92. This project will be tied to the closest High Accuracy Reference Network (HARN) points. 7. Vertical control will be referenced to North American Vertical Datum 88. Photo-Identification GPS 1. Once the aerial photography has been successfully flown, Merrick’s photogrammetrist will be responsible to select the photo-identifiable points that will be GPSed. 2. Using a working set of contact prints, Merrick’s photogrammetrist will review each area needing a photo-ID point then select an exact location that is clearly visible. 3. Next, each photo-ID point is “pin-pricked” and fully described on the back of the contact print. The GPS crew will also photograph the control points on the ground as they are set and surveyed. The FAAT technicians to further verify the precise location of the point will use these snapshots. Acquire New Aerial Photography 1. The project wide negative scale for the color aerial photography will be 1:7,920 (1”=660’). Merrick will utilize Continental Aerial Photo, Inc. (CAP) to perform the photography mission. CAP’s Wild RC-30 camera drive unit incorporates forward motion compensation (FMC). Additionally, Continental’s aircraft is equipped with GPS navigation and on-board receiver to accomplish the camera positioning for the aerotriangulation. 2. The aerial photography will conform to National Map Accuracy Standards. The following additional project specifications will also be strictly adhered to. These include: l Flying under optimal weather conditions such as cloud coverage and sun angle l Federal Aviation Administration (FAA) and Civil Aeronautics Board (CAB) safety regulations l State-of-the-art film processing 3. A current USGS camera calibration report meeting specifications for focal length (153 mm, k3.0) will be provided to Carlsbad. l All flight lines will be straight and parallel l Individual exposures must meet the tip, tilt and crab standards rev. 4/24/00 -21 - 4. The following photography characteristics apply: Negative Scale: 1” = 660’ (1:7,920) Mapping Scale: 1 ” = 100’ (1:1,200) Contour Interval: 2’ Flying Altitude: 3,960’ above mean terrain Forward Lap: 60% Side Lap: 30% Area per model: 225 acres Number of Exposures: 270 Mapping Flight Lines: 14 Mapping Flight Line Miles: 115 Mapping Flight Line Direction: North/South 5. The aerial photography shall be flown on, or near, the date designated by the project manager following the contract signing, or as soon thereafter as weather permits. 6. The aerial photography will extend a minimum of one half mile out from the City’s terrestrial boundaries. 7. Once the film is processed, inspected, and approved, each exposure shall be clearly labeled at the edge of the negative. The labeling shall include: date of photography, scale of photography, project name, flight line number, and exposure number. Airborne GPS Photo Control and Post Processing Menick and Continental Aerial Photo will use Airborne GPS (ABGPS) in order to control the aerial photography. The following summarizes Merrick’s ABGPS procedures. 1. An Ashtech receiver will be used in the aircraft for the land based reference points. 2. Moreover, having two base stations is the only way to assure proper geoid modeling so that the aerial triangulation fits correctly and that the photogrammetric map accuracies are achieved. Because of Met-rick’s precise ABGPS procedure, the accuracy of the horizontal and vertical positions of the photo centers will be +3 cm (0.3’) horizontal and &5 cm (0.5’) vertical. These tolerances are suitable for the desired accuracy requested by Carlsbad. 3. The results from the kinematic data collection and/or data processing shall be simple coordinate values for each common epoch of data recorded by both the GPS receiver in the aircraft and a base receiver on the ground. 4. The photos shall be represented only by an exact time corresponding to the time that the GPS receiver recorded the electronic pulse from the camera when the photo was taken. These times shall be labeled with photo identifiers by referring to the trajectory plots and the pilot’s flight reports so that the line numbers match those used by the pilot and thus, ensuring easy cross referencing. At the same time, test exposures and events caused by blanks shall be removed from the event list. -22 - rev. 4/24/00 5. The latest available geoid model shall be used to determine the separation between the geoid and the ellipsoid. 6. Quality control will be performed by having loop closures through multiple base stations. 7. Coordinates and elevations will be generated for the perspective center for each photograph that will be used in the fully analytical aerial triangulation process (FAAT). Fully Analytical Aerotriangulation (F’AAT) 1. 2. Fully Analytical Aerotriangulation (FAAT) creates coordinates (X,Y) and an elevation (2) for supplemental photogrammetric points on each photograph that are used in the stereo model orientation process (Model Setup). The FAAT process simultaneously corrects image displacement caused by earth curvature, atmospheric refraction, camera lens distortion, and aircraft (flight) inconsistencies. The FAAT process includes the following steps: = Analytical Point Preparation on contact prints n Control Point Transfer (Pugging) n Point Measurement on Zeiss Pl Analytical Stereoplotter = Process Aerotriangulation and Review Residuals = Prepare Aerotriangulation Report A comprehensive FAAT report of the results of the FAAT adjustment will be submitted to Carlsbad’s project manager. This report will include at a minimum the following: n A narrative summarizing the aerotriangulation process, results and any steps taken to resolve misfit control points, if any n Root Mean Squared (RMS) error and residuals of all control points in the final block adjustment (with and without check points) n List of all final coordinates and associated point numbers = Diagram of stereo model layout with photo centers and control points This report will be inspected and signed by Merrick’s project manager, Certified Photogrammetrist, and FAAT analyst. Develop the Project GIS Database Definitions 1 Merrick, Carlsbad and SDCWA shall create an ARCinfo database design that meets the requirements of all the participants.. The physical design is intended to create an ArcInfo and coverage structure that complements the photogrammetry methodology while considering only the basic application requirements of the users. That is, this design is not intended to be applications oriented. 2. Upon completion of the prototype project (see below), Menick will follow up with a rev. 4/24/00 -23 - prototype evaluation meeting. During this meeting, Merrick will revise the database design and feature compilation based on the results of the prototype conversion effort. Develop Prototype DTM, Planimetric, Topographic, and Ortho Image Databases Note: Specific procedures for the collection, editing, and generation of these products is 1. 2. 3. 4. described in detail later in this section. Once a small portion of the photography, survey, and FAAT are completed, Merrick will undertake a prototype project. The objective of the prototype is to prove the photogrammetric conversion methodology, validate the database design, and finalize discrepancy escalation procedures. The prototype will be a representative sub-set of the entire project. It is important to obtain a large enough sample of the project to insure most database situations and anomalies are reviewed. The prototype area will be defined at the project “kick-off’ meeting. Merrick proposes that the size of the area be four tiles. The proposed area is large enough to review unique project characteristics and economically complete revisions, if required. In the prototype phase, a model or test will be created and analyzed to guarantee our procedures and assumptions are valid. The primary objectives of the prototype are as follows: n Validate that the digital orthophotography, topographic and planimetric data products being generated will meet the Carlsbad Project Team’s expectations. n Analyze unique “local” characteristics of all the photogrammetric features. n Produce a working model of the, DTM, 2’ topography, and ortho databases in a “GIS clean” format. This model can be used by Carlsbad’s Project Team to demonstrate and communicate the purpose of the project to management and administrators. n Test the physical GIS compatible database structure. The primary aspects of the design will focus on defining and documenting important database structure items such as: l File naming conventions 0 Coverage naming l Annotation layer definition l Line and symbol coding l Attribute definition l Tile formatting n Review the compilation criteria for each feature being collected. n Modify as necessary the communication protocol and response time expectation for resolving project issues. n Develop new or modify existing in-house project quality control process which minimize rev. 4/24/00 -24 - the time that is spent on inspection of each deliverable product. n Modify and/or customize existing AML, MDL, and LISP routines and in-house programs to conform to the unique characteristics of this project. The data will be formatted so it is compatible with the GIS, CADD, and engineering design systems that the project team members are using. n Strengthen the working relationship between Merrick and the Carlsbad Project Team. Review the Prototype Ortho Imagery, DTM, and Topographic Database 1. The Carlsbad Project Team will have an opportunity to review the prototype and verify data collection completeness, topology, attribution, and overall image quality. To conform to the schedule, a prototype review period of two weeks is needed for Carlsbad review. 2. Upon completion of the Carlsbad review, a post-prototype review meeting will occur to resolve any outstanding issues. Photogramme trically Collect the DTM 1. A DTM will be collected by Merrick de Mexico (MdM) to produce the digital contour databases. The contours interpolated using the following DTM collection methods will meet ASPRS Map Accuracy Standards. 2. The 3-D DTM is formed by collecting breaklines and mass points throughout each stereo model. Breaklines are collected along abrupt changes in the terrain such as road edges, drainages, and ridgelines. Mass points are essentially individual spot elevations. They are observed at pre-defined grid locations, and other strategic locations as required, to support the accurate generation of contours. 3. Merrick recommends that the grid spacing of mass points be related to final map scale and contour interval. The following table illustrates the contour interval and DTM by map scale: Actual grid spacing and point density depends on the type of area being modeled (rural, urban, etc.) and degree of relief change. Men-i&s DTM and contouring procedures have been verified by field survey and are frequently used to generate plan & profile sheets, road/sewer designs, drainage studies, and volumetric computations. rev. 4/24/00 -25 - 4. Merrick creates the DTM in four standardized steps. n Collect 3-D discontinuity lines along all terrain breaks, such as road edge, curb step-ups; knobs; major road crown; drainages, ridges, etc. H Elevation profiles are created in parallel rows on each stereo model at pre-defined grid intervals based on the scale of photography. n Stereo digitize spot elevations of all high-low points, such as toe and crests, saddles, buttes, street intersections, and all other operator defined locations as required to meet final contour accuracy specifications. n Create obscurity lines (closed areas) where terrain data may be obscured by dense vegetation or shadow 5. Breaklines are the most important part of a digital terrain model. Merrick’s DTM collection “rules” are very rigid in order to accurately model the terrain. The following summarizes some specific criteria used by Merrick to compile breaklines. Terrain “breaks” greater than 114 the contour interval typically require breaklines. Planimetric features (hydrography and road edge) that are also breaklines are typically duplicated as both a feature and a breakline to economize later processing. A minimum of three breaklines is needed to define a ditch or drain and four breaklines are required to define a graded berm or railroad grade. Breaklines are collected as paired sets. They delineate planar surfaces which, when combined together, give the basic shape of the ground being modeled. In modem contour interpolation programs, the basic character of the ground is determined from breakline collection. The top and bottom of retaining walls and major crowned of roads are collected as “hard” breaklines. Breaklines are not collected on roads wider than three lanes. Crests of hills and bottoms of valleys should be covered by breaklines unless they are very gently rounded. These are typically referred to as “soft” breaklines. In heavily treed areas where little scan data can be collected, a few basic estimated breaklines will help “hold down” the terrain model. When collecting breaklines, care is taken so that they do not cross or conflict with other breaklines or the mass point data. In very steep terrain, cliff areas need at least a breakline at the top and bottom of the feature. Skipping scan point collection on near vertical cliff faces will generate more accurate and aesthetically pleasing contours. Checks are done to make sure that the cliff is not an “overhang.” If the lower breakline crosses under the upper breakline, the contours generated will be incorrect. Checks are made into adjacent tie stereo models to guarantee that breaklines are continuous. 6 The accuracy and completeness of terrain model is verified using Merrick’s proprietary rev. 4/24/00 -26 - software to inspect that scan lines conform to the prescribed accuracy standards (row spacing, completeness, extent, point density, etc.). 7. The final DTM data will be delivered in an ASCII format that is used specifically as input into ARCJNFO. The raw DTM data will also be delivered in an ASCII format file to facilitate the use of a common set of terrain data by engineering companies that do not have a GIS system. Create Topographic Databases 1. 2. 3. 4. 5. 6. 7. The topographic data is built and edited in the MicroStation environment for initial editing. A series of manual and automated QC steps are completed to ensure the content and integrity of the compiled data. The data is subsequently translated to ArcInfo for additional editing and attribution. Merrick utilizes SiteWorks software to process the photogrammetric DTM and interpolate the final contours. SiteWorks is an engineering software package that works within Intergraph’s MicroStation environment. The grid points from the DTM data set are related and connected to each other by creating a Triangulated Irregular Network (TIN). Connecting the compiled or interpolated vertices of 3-D triangles creates the TIN. When the grid points and breaklines are collected in a sufficient density, the legs of the triangles that connect the points will accurately represent the surface of the terrain. The triangles that are created to make the TIN are “drawn” within the contour interpolation (CIP) software according to certain rules. The principle rule is that breaklines act as a “hinge” for any triangulation that would pass through them. That is, any triangulation that tries to “get past” a breakline by going over or under it is forced to go up or down to that breakline and then continue on from there. This prevents the TIN from “submarining” under ridges or “bridging” over drains. The next step is to process the DTM data and create the contours. After processing, attributes for elevation and line type are automatically populated for each line. Contour lines will be interpolated across sheet (tile) edges to form a continuous line. The sectionalized tile layout will be used to clip continuous data into individual tiles. Creating an aesthetic cartographic contour map is the next step in the process. At the editing workstation, contours are smoothed and enhanced, but within the tolerances of the accuracy specifications. -27 - rev. 4/24/00 8. A final inspection of the vertical accuracy is then performed by comparing the spot elevations to the interpolated contours. This essential, quasi-independent validation proves the accuracy of the contours relative to the adjustment of the aerial photography. 9. Merrick utilizes in-house GIS software tools to programmatically create topologically correct coverages, validate edgematching, annotates index contour lines, and attribute contours. Merrick understands the cartographic, topologic, and engineering database implications when creating and editing digital data. That is, data products are more complex than conventional maps. Therefore, advanced computer expertise is essential to Carlsbad for a successful project. 10. All final processed graphic data will conform to the following standard GIS topology “rules”: Edgematching: All digitized features will be both visual and coordinate edge matched with features from existing data, adjacent tiles, sheet edges, and at model breaks or other artificial boundaries within a tile. No edgematch tolerance willbe allowed. Attributes for adjoining features will also be identical. Common Boundaries: All graphic features that share a common boundary, regardless of digital map layer, will have the exact same digital representation of that feature in all common layers. Point Duplication: No duplication of points will occur within a data string. Connectivity: Where graphic elements visually meet, they will also digitally meet. All confluences of line and polygon data will be exact mathematically; that is, no “overshoots,” “undershoots,” “ offsets” or invalid “pseudo nodes will exist. Lines that connect polygons will intersect polygons precisely; that is, every end point will be an intersection point of the respective polygon. Line Oualitv: A high quality cartographic appearance will be achieved. Transitions from straight line to curvilinear line segments will be smooth and without angular inflections at the point of intersection. The digital representation will not contain extraneous data at a non-visible level. There will be no jags or hooks or zero length segments. Curvilinear graphic features will be smooth with a minimum number of points. When appropriate, line-smoothing programs will be used to minimize the angular inflection in curvilinear lines. Any lines that are straight, or should be straight, will be digitized using only two points that represent the beginning and ending points of the line. Segmentation: The digital representation of digital elements will reflect the visual network structure of the data type. An element will not be broken or segmented unless that segmentation reflects a visual or attribute code characteristic or unless the break is forced by database limitations. Area and Polvgon Closure and Centroids: For area features being digitized, the last coordinate pair will be exactly (mathematically) equal to the first coordinate pair. Centroids will be placed in all polygon area features. Point Criteria: All point features will be digitized as single x, y coordinate pairs at the rev. 4/24/00 -28 - visual center of that graphic feature. Final Quality Inspection of the Topographic Data 1. Thorough quality inspection procedures will be incorporated during each phase of the conversion process, thereby minimizing the amount of quality inspection required at this stage. 2. Merrick will verify that the GIS compatible database conforms to the following specifications: n Coverage tolerances and name (dangle nodes, pseudo nodes, projection, arc direction) n Item definition and user defined attributes (field length, data ranges, completeness) n Annotation subclasses (i.e. $symbol, $level, $size, $offsetx, $offsety, $justify, and $fit) Digital Orthophotography Image Processing The following is an overview of the process by which Merrick creates digital orthophoto images. There are six main steps involved in creating a digital ortho. These include the following: n Creation of the DTM n Negative rasterization (scanning) n Fully differential orthometric rectification n Radiometric correction and image processing n Data quality inspection and delivery n File compression Each step of the production process has internal validation measures, which must be approved before proceeding to the next step. The major components of each step are outlined below: Film Scanning a. The original film negatives are converted to raster color images using the Zeiss SCAI film scanner. Scanning the original (first generation) negative creates a higher quality image than when scanning a diapositive. b. When handling the original aerial film, Merrick’s scanning analysts use extreme care and wear protective gloves. This procedure reduces the possibility of scratching. c. When scanning the film, histograms or look-up tables (LUTs) are customized to establish the optimum “bell shaped curve.” This will assure the digital ortho imagery will have a well-balanced array of color. rev. 4/24/00 -29 - Digital Ortho Rectification 1. Once Merrick’s photogrammetrists verify the DTM, the point data is resarnpled to an even multiple of the project pixel resolution for more efficient processing. Merrick uses Zeiss OP utilities to complete this phase of processing. 2. Establishing or defining the ground surface and scanned negative relationship via digital orientation are the next steps in the process. During this process, digital images are geo- referenced to the DTM surface through an interior (from the camera calibration report) and exterior orientation (from the FAAT) of the scanned image. These orientations relate the scanned image to the camera and subsequently the camera to the ground. 3. Merrick uses a suite of Zeiss digital image rectification and processing software packages to rigorously calculate and generate precision ortho data from the original scanned negatives. Merrick will use a Cubic Convolution re-sampling method, with the ability to edge-enhance or smooth an image as needed to arrive at the best geometric and radiometric output possible in the commercial market today. 4. The relationship between each photo and the camera, as well as between the camera and ground is used to precisely model and modify digital image geometry. This allows correcting for image distortions introduced by camera tip and tilt, terrain relief displacement, film deformation, lens aberrations, earth curvature, and atmospheric refraction. 5. Using high-powered workstations and Stellacore OrthoVista software for image processing, the radiometric characteristics of each image are automatically compared and adjusted to a standard project histogram. This results in each ortho being processed with similar tonal quality throughout the entire project area. 6. Before delivering the orthophoto products, rigorous inspection of each image is performed by displaying each image and the surrounding images on screen. Mismatches, DTM “breaks,” and similar occurrences are grounds for rejecting an image. This approach will generate a superior overall image data set across the entire project area. Digital Mosaic for Seamless Imagery 1. Merrick will use an advanced digital mosaic approach to create seamless ortho imagery over the entire project area. rev. 4/24/00 -30 - Final Digital Ortho Formatting 1. The ortho images will be formatted according to the predefined tile layout. Merrick will propose the final tile (2,000’ x 3,000’) scheme and number if tiles once the pilot is delivered. 2. It is understood by Merrick and Carlsbad that full 2,000’ x 3,000’ tiles will be delivered. 3. For this project, we anticipate that all imagery will be output as Continuous Tone, TIFF, Class G format files with a World File. This format is readable by ArcInfo and other GIS packages. 4. Following image acceptance, Merrick will compress the data using MrSID compression techniques developed by LizardTech. Merrick will work closely with Carlsbad to establish the most appropriate compression ratio(s). Typically, color compresses 50: 1. -31 - rev. 4/24/00 EXHIBIT rcB” : Client Responsibilities The following lists the information and responsibilities required of Client: Database Design and Definition l Participate in the database design workshop prior to the development of the prototype project. Project Start-up l Assistance with the identification of areas and priorities for the mapping including the prototype project area. l Provide any assistance necessary for private property access to control points/monuments. Project-wide Project Production l Provide Merrick with timely review, feedback and acceptance of project deliverables. rev. 4/24/00 -32 - EXHIBIT “C” : Deliverables/Payment Schedule Aerial Photography 1. Flight line and ABGPS Check Point Diagram 2. Film Negatives in an ASPRS approved film canister. 3. Camera Calibration Report 4. One (1) Set of Color Contact Prints (for all project areas that are flown) 5. One (1) Digital Photo Index 6. One CDROM of the final post processed ABGPS photo center point coverage. ABGPS Check Point Survey 1. One (1) set of ASCII GPS coordinates used as “check points” for the ABGPS. 2. One (1) set of GPS check points in coverage format with the appropriate meta data. 3. When applicable and where practical, install a durable survey monument for the ABGPS check points. 4. A “to-reach description of the 14 Photo-ID points will be provided. Fully Analytical Aerotriangulation (FAAT) 1. One (1) copy of the Aerotriangulation Report 2. One (1) set of pugged diapositives. 3. One copy of digital stereo model limits in coverage format (for use in QC of the photogrammetric databases). Digital Terrain Models 1. One (1) set of the final Digital Terrain Model (with breaklines) delivered incrementally. 2. Final edited 2-foot contours including elevation annotation in ArcInfo coverage format by tile on CD-ROM. 3. One (1) set of ASCII DTM data suitable for importing into AutoCAD. 4. Appropriate metadata attribution for the DTM and contour coverages. -33 - rev. 4/24/00 Digital Planimetry 1. One (1) set of planimetric data that was collected as breaklines (this data will not be completely GIS ready due to the primary purpose being to create contours). 2. Appropriate metadata attribution for this coverage. Digital Orthophtography 1. One (1) set of color Digital Orthophotography on CD-ROM in GeoTIFF. 2. The final digital ortho imagery will be compressed using MrSID format. 3. ArcInfo coverage of the final 2,000 x 3,000’ tile grid. Delivery/Payment Schedule Task Name PROCUREMENT Notice to Proceed Kick-Off Meeting Project Set Up AERIAL PHOTOGRAPHY, GROUND CONTROL, FAAT Aerial Photography Utilizing ABGPS Aerial Photography Review and Acceptance Aerial Photography Lab Products Pre-Select Photo ID Points Photo ID and GPS Ground Control Fully Analytical Aerotriangulation (FAAT) - Proto-type Fully Analytical Aerotriangulation (FAAT) Submit FAAT Report DTM, CONTOUR AND ORTHO PROTOTYPE PROJECT Complete DTM and 2’ Contour Generation Complete Digital Ortho Rectification Submit Prototype Project Prototype Project Review & Acceptance Prototype Project Review Meeting CONTOUR AND ORTHO PRODUCTION DTM, Contour and Ortho Delivery Area 1 DTM, Contour and Ortho Delivery Area 2 Start Date Finish Date Billable Invoice Invoice Amount &k&e Amount 04/16/01 04/13/01 04/18/01 04/27/01 $2,499 04/13/01 05/14/01 05/21/01 06/04/o 1 06/18/01 07/02/01 07/02JOl 05/l l/O1 05/18/01 06/01/01 06/15/01 06/29/o 1 07/13/01 07/27/01 07/27/01 $19,147 $4,157 06/01/01 $25,803 $13,487 $3,751 06/29/O 1 $13,487 $7,379 07/16/01 07/30/01 07127101 08/03/01 08/03/01 08/15/01 08/17/01 $19,954 $6,549 D7/27/01 $3 1,084 08/06/01 38/24/01 $6,549 08/20/01 11/09/o 1 $20,040 39/2 l/O 1 $8,589 10/29/01 01/l l/O2 $20,040 10/19/01 $8,589 rev. 4/24/00 -34 - Project Review Meeting l&05/01 DTM, Contour and Ortho Delivery Area 3 01/07/02 03/15/02 Project Closeout Meeting 04/12/02 *Costs valid only if all three, Carlsbad, Oceanside, and Encinitas, participate. * All invoking amounts are projections not actual amounts. 1 11/16/01 $8,589 I 12/14/01 $8,589 01/l l/O2 $8,588 02/08/02 $8,588 03/15/02 $8,588 $137,043 rev. 4/24/00 -35 -