HomeMy WebLinkAboutItem 1e - PSA for City's Pavement Management Program
DATE: April 18, 2017
TO: Honorable Mayor and City Council
FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director
Philip A. Wray, Deputy Director of Development Services/City Engineer
Prepared by: Kevin Merrill, Principal Civil Engineer
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH INFRASTRUCTURE
MANAGEMENT SERVICES FOR THE CITY’S PAVEMENT
MANAGEMENT PROGRAM IN THE AMOUNT OF $46,498
Recommendation: Approve
SUMMARY
Pavement Management Programs are required of local jurisdictions to receive Federal,
State, and County funding for street repair and maintenance projects. The City updates
its program every two years to monitor pavement deterioration, and identify any
changes in various pavement conditions. For past updates, arterial/collector roadways
were surveyed on two-year cycles, and local roadways were surveyed on four-year
cycles, with half of the local roadways surveyed every two years.
For this Pavement Management Program update, a full survey of all roadways is
proposed to bring the evaluation up to a current complete status. A Request-for-
Proposals was sent to several qualified consultants, and three proposals were received.
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with Infrastructure
Management Services (“IMS”) in the amount of $46,498 for the update of the City’s
Pavement Management Program.
BACKGROUND
Most State and Federal funding sources for roadway infrastructure improvements have
requirements for cities to maintain an updated Pavement Management Program
(“PMP”). The Los Angeles County Metropolitan Transportation Authority (“Metro”) also
requires cities to maintain a current Pavement Management Program to remain eligible
for County transportation funding like Propositions A and C, and Measure R. At a
minimum, a PMP must cover the City’s arterial/collector network and be updated every
two years for a jurisdiction to remain in compliance.
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Infrastructure Management Services
April 18, 2017
Page 2 of 5
A PMP is a useful planning tool to set thresholds for acceptable and failed pavement
conditions, and assist in prioritizing, budgeting, and decision-making related to
pavement maintenance and rehabilitation. A PMP includes a survey of all roadways
within the jurisdiction to monitor pavement deterioration and inventory conditions such
as distress type, cause, and rate. The roadways are typically divided into manageable
segments and the survey data for each section is documented and systematically
refined into a Pavement Condition Index (“PCI”) rating, ranging from 1 to 100. A typical
grouping of PCI’s is as follows:
PCI Range Pavement Condition
86-100 Excellent
71-85 Very good
56-70 Good
41-55 Fair
26-40 Poor
11-25 Very Poor
0-10 Failed
The City has maintained a PMP for over 15 years, with updates prepared every two
years. For previous updates, arterial/collector roadways were surveyed on two-year
cycles and local roadways were surveyed on four-year cycles, with half of the local
roadways surveyed every two years. The results have been reasonable and helpful;
however, assumptions and manual adjustments were made to the un-surveyed street
PCI’s for each update to keep them all reasonably comparable.
As a result of the most recent update, the City’s overall weighted average PCI for all
streets was 65.1, which is in the “Good” range. The weighted average PCI takes into
account the pavement area for each segment when averaging all segments. When the
PCI averages were separated for arterial/collector, and local streets, the weighted
average PCI for arterials/collectors was a 74.4, in the “Very Good” range, and the
average for the locals was 58.2, at the low end of the “Good” range.
Recent PMP updates for the City have been developed using data gathered by
pavement inspectors and manually entered into a computer program. The program
refines the data and converts it into PCI ratings. These program updates have been
very helpful, but tend to be somewhat subjective due to the inherent human element in
visual inspections. As an example, some roadways with low PCI’s have been
discovered to have isolated damages while the majority of the roadway is in good
condition, and some roadways with high PCI’s have been discovered to be in poor
condition underneath, but have been covered by a recent slurry seal. Because of these
conditions, more staff time is necessary to review and check program output to verify
the actual priority needs.
Professional Services Agreement
Infrastructure Management Services
April 18, 2017
Page 3 of 5
The City’s discretionary funds for road maintenance are generally limited to arterial
roadways like Huntington Drive and Santa Anita Avenue, and collectors like Second
Avenue and Longden Avenue. Local streets have no dedicated maintenance funding
source and therefore compete for Gas Tax funding with other important maintenance
functions. Until recently, the only Gas Tax funding used for local street Capital
Improvement Projects has been for slurry seal projects. Over the last two years, the
City has appropriated Capital Outlay funding for local street maintenance, allowing for
more substantial repaving projects. Because of all the recent repaving activity, as well
as the ongoing slurry seal projects, this Pavement Management Program update will
include a full survey of all roadways to bring the program up to a complete current
status.
DISCUSSION
A Request-for-Proposals (“RFP”) was prepared with the intention of seeking out
innovative data-gathering methods that could lead to more objective results. The
reason for this approach is to seek more accurate and reliable information from which to
plan future pavement rehabilitation projects, and reduce the staff time to review and
reprioritize.
The RFP was sent to five qualified firms, and three (3) proposals were received as
follows:
COMPANY AMOUNT
Adhara Systems Inc. $35,600
Bucknam Infrastructure Group, Inc. $38,860
Infrastructure Management Services $46,498
The proposals were reviewed and evaluated by both the Development Services
Department (“DSD”) and the Public Works Services Department (“PWSD”), based on
how well the proposals responded to the City’s RFP. IMS proposed the best method of
data collection, using “Laser Road Surface Tester” vehicles, each equipped with 11
laser sensors capable of collecting a full array of pavement condition data. Bucknam
Infrastructure Group proposed essentially the same method as in past services, with
manual inspectors, and Adhara Systems, Inc. proposed a combination of manual
inspections and automated data-gathering. IMS also proposed providing a very detailed
summary of different pavement rehabilitation applications and the impacts to different
pavement conditions, and provided examples of summaries. This would aid in making
decisions annually on which maintenance option would provide the greatest cost benefit
on a given roadway, leading to overall cost savings and efficiency in implementation.
Most of the other elements of each proposal were very similar and comparable and they
all propose the latest software.
Professional Services Agreement
Infrastructure Management Services
April 18, 2017
Page 4 of 5
The cost proposals were compared for other inconsistencies or significant differences.
Although each firm organized their cost summaries slightly differently, the following is a
simplified comparison of the common tasks:
ITEM IMS Bucknam Adhara
Initiation $7,180 $6,944 $6,800
Survey Data Collection $27,570 $18,846 $18,880
Data Mgt./Final Report $4,095 $6,713 $4,000
GIS Interface $4,500 $4,226 $3,680
Project Management $3,153 $2,531 $2,240
TOTAL $46,498 $38,860 $35,600
It can be seen from the summary that the only significant difference in the three
proposals is in the cost of survey data collection.
Both DSD and PWSD believe that IMS presents the best proposal to meet the City’s
request. IMS has over 30 years of experience in Infrastructure management, and has
provided Infrastructure management services to many Southern California cities. They
demonstrate a progressive approach to developing new data-gathering technologies
together with proven software applications. Application of their technology will cut down
on inconsistencies with the current visual approach and will save staff time in spot
checking and surveillance. Although their proposal was the highest cost, it is well within
the approved budget of $75,000, and is competitive with the other proposals. Because
this is a professional services agreement, the City is not required to accept the lowest
bid; rather, it can choose the most responsive bide that will best fit the City’s needs.
ENVIRONMENTAL ANALYSIS
The California Environmental Quality Act (“CEQA”) is not applicable to the Pavement
Management Program Update because the program is not considered a project
pursuant to CEQA Section 21065.
FISCAL IMPACT
Past PMP updates have cost in the range of $30,000 to $35,000. In anticipation of a full
City-wide survey for this update, $75,000 was budgeted in the 2016-17 Capital
Improvement Program with $40,000 from Proposition C and $35,000 from Gas Tax
funds. The services are proposed at $46,498, and a 10% contingency is recommended
($4,650), which brings the total potential expenditure to $51,148. Therefore, the budget
is sufficient to cover the costs. No General Fund monies will be expended for this
project.
Professional Services Agreement
Infrastructure Management Services
April 18, 2017
Page 5 of 5
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with Infrastructure
Management Services for the City’s Pavement Management Program in the amount of
$46,498, plus a 10% contingency.
Attachment: Proposed Professional Services Agreement
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENTREGARDING
PAVEMENT MANAGEMENT SERVICES
1.P ARTIES AND D ATE.
This Agreement is made and entered into this ____ day of ______________,
2017by and between the City of Arcadia, a charter city organized underthe
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066-6021 ("City") and Infrastructure
Management Services, an Arizona Limited Liability Company,with its principal place of
business at 1820 West Drake Drive, Suite 104, Tempe, AZ 85283("Consultant"). City
and Consultant are sometimes individually referred to as “Party” and collectively as
“Parties.”
2.R ECITALS.
2.1Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing pavement
managementservices to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2Project.
City desires to engage Consultant to render such services for the Pavement
Management Program project (“Project”) as set forth in this Agreement.
3.T ERMS.
3.1Scope of Services and Term.
3.1.1General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the Project ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
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3.1.2Term. The term of this Agreement shall be from May 1, 2017 to
November 1, 2017, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2Responsibilities of Consultant.
3.2.1Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4Substitution of Key Personnel. Consultant has represented to City
that certain key personnelwill perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Jim Tourek.
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3.2.5City’s Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager/Development Services Director, or his designee, to
act as its representative for the performance of this Agreement (“City’s
Representative”). City’s Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City’s Representative or his or her designee.
3.2.6Consultant’s Representative. Consultant hereby designates Jim
Tourek, or his designee, to act as its representative for the performance of this
Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant’s Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant’s failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
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without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10Insurance.
3.2.10.1Timefor Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant’s policies of insurance.
3.2.10.2Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer’s consentto naming City, its directors, officials, officers,and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises andoperations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
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Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’sLiability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B)Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability:$1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability:$1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s
Liability:Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A)General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, andemployees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant’s insurance and shall not be called upon to
contribute with it in any way.
(B)Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
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employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, andemployees
shall be excess of the Consultant’s insurance and shall not be called upon to contribute
with it in any way.
(C)Workers’ Compensation and Employers Liability
Coverage. Theinsurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D)All Coverages.Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) theinsurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, officials, officers, andemployees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best’s rating no less than A:VII, admitted or approved
to do business in California, and satisfactory tothe City.
3.2.10.8Verification of Coverage. Consultant shall furnish City
withcomplete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
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by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safetyof employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10Material Breach. Lack of insurance does not negate
Consultant’s obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach ofthe Agreement.
3.3Fees and Payments.
3.3.1Compensation. Consultant shall receive compensation, including
reimbursements which receive the City’s prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed forty-six
thousand four hundred ninety eight dollars and zero cents ($46,498.00)without
written approval of the City Manager. Extra Work may be authorized, as described
below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completedand hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty-five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
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3.3.3Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4Accounting Records.
3.4.1Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5General Provisions.
3.5.1Termination of Agreement.
3.5.1.1Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant’s performance prior
to the date of termination.
3.5.1.2Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
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and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address,or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:Infrastructure Management Services
1820 West Drake Drive, Suite 104
Tempe AZ 85283
Attn:Jim Tourek
Western Region Manager of Client Services
City:City of Arcadia
240 West HuntingtonDrive
Arcadia, CA 91007
Attn:Jason Kruckeberg, Assistant City Manager/
Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3Ownership of Materials and Confidentiality.
3.5.3.1Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement (“Documents & Data”). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2Confidentiality.Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
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Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney’s fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant’s Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City’s choosing, at Consultant’s own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers,andemployees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, andemployees, in any such suit, action or
other legal proceeding arising from Consultant’s performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant’s
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, andemployees, and shall take effect
immediately upon execution of this Agreement.
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3.5.5.2The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7Attorney’s Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys’ fees and all other costs of such
action.
3.5.8Governing Law. ThisAgreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
andemployees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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3.5.14Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement.Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
include, but not be limited to, all activities related to initialemployment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21Authority to Enter Agreement.Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
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Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23Exhibits and Recitals.All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6Subcontracting.
3.6.1Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services Agreement on
the date set forth below.
SIGNATURES ON NEXT PAGE
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CITY OF ARCADIAINFRASTRUCTURE MANAGEMENT
SERVICES
By __By ____________________________
Dominic LazzarettoSignature
City Manager
Date: ____________________________________________________
Print Name and Title
ATTEST:Date: _________________________
___________________________ By____________________________
City ClerkSignature
APPROVED AS TO FORM:______________________________
Print Name and Title
___________________________Date: _________________________
StephenP. Deitsch
City AttorneyCONCUR:
______________________________
Jason Kruckeberg
Assistant City Manager/Development
Services Director
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E XHIBIT "A"
S COPE OF S ERVICES
Task 1 –Project Initiation: Will include kick-off meeting, scope confirmation, streets list
and roadway inventory maps.
Task 2 –Field Surveys: Field data collection for acquiring representative pavement
condition, inventory and attribute data, imagery, and the QA/QC process. This will
include:
Roadway Attributes
Roadway Distresses
ROW Imagery
Deliverables of Completion of network data collection effort
Task 3 –Data Management: Assembly, processing, and verification of the network
segmentation and pavement condition data for the development of a comprehensive
analysis and report, including the following:
Quality Control and Data Processing
Asset Inventories & Imagery
Pavement Analysis, reporting, and Excel delivery
Deliverables of Quantified surface distresses, rut, roughness, and asset
data in the form of Interactive Excel spreadsheets, geodatabases, shape
files, and Google Eart files, Draft and Final Pavement Analysis and
Report.
A-1
Exhibit "B"
S CHEDULE OF S ERVICES
Project to begin upon receipt of Notice to Proceed and will take approximately six (6)
months to completion.
B-1
Exhibit "C"
C OMPENSATION
Total fees not to exceed $46,498.00 based on the attached hourly rates.
C-1