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AMENDMENT NO. 1 TO AGREEMENT FOR MANAGEMENT CONSULTING SERVICES BETWEEN THE CITY OF ARCADIA AND BU( ASSOCIATES cIT CL&R.K PABVEMEENTT C .112(0 :KNAM AND This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Bucknam and Associates, a California Corporation with respect to that certain Professional Services Agreement between the parties dated February 17, 2005 ( "Agreement'). The parties agree as follows: 1. Section 3.1.2 of the Agreement is hereby amended by deleting February 15, 2006 and by substituting therefore June 15, 2006. 2. Section 3.3.1 of the Agreement is hereby amended by deleting THIRTY TWO THOUSAND FOUR HUNDRED FOURTEEN DOLLARS AND NO CENTS ($32,414.00) and by substituting therefore TWENTY FOUR THOUSAND EIGHT HUNDRED TWENTY FOUR DOLLARS AND NO CENTS ($24,824.00). 3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF MD" BUCKNAM AND ASSOCIATES W�x By " By� . City Manager Dated: *40 , 2005 n Title A ST� APPROVED AS TO FORM: CONCUR: City City Attorney Pat Malloy Public Works Services Director C�� 6�1L ORIGINAL. CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 19 ay day of u 2005 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Bucknam and Associates, a California Corporation with its principal place of business at 30131 Town Center Dr., Suite 295, Laguna Niguel, CA 92677 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. 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 management consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Update Pavement Management Program project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General 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 pavement management 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. Revised 8/04 LM I. • • 3.1.2 Term. The term of this Agreement shall be from date of execution to February 15, 2006, 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. 3.2 Responsibilities of Consultant. 3.2.1 Control 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. 3.2.2 Schedule 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. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will 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: Peter Bucknam. Revised 8/04 LM E 3.2.5 City's Representative. The City hereby designates Pat Malloy, Public Works Services Director, or his or her 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. 3.2.6 Consultant's Representative. Consultant hereby designates Peter Bucknam, or his or her 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. 3.2.7 Coordination 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. 3.2.8 Standard 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. 3.2.9 Laws 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 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, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or Revised 8104 LM 3 liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for 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 Contractor's policies of insurance. 3.2.10.2 Minimum 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 consent to naming City, its directors, officials, officers, employees, agents and volunteers 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 and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: 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's Liability Insurance. City, its directors, officials, officers, employees, agents and volunteers 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 $2,000,000. 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 Revised 8 /00 LM H 0 0 Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liabilitv. 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. 3.2.10.4 Insurance 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 Liabilitv. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers 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, employees and volunteers, 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 Liabilitv. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers 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, employees, agents and volunteers, 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, agents and volunteers 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 Liabilitv Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers 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.; Revised 8 /00 LM F • 0 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, employees, agents and volunteers. 3.2.10.5 Separation 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, employees, agents and volunteers. 3.2.10.6 Deductibles 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) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete 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 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. 3.2.10.9 Safety. 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 safety of 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. 3.2.10.10 Material Breach. Lack . of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a Revised 9/04 LM R 0 0 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 of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. 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 THIRTY TWO THOUSAND FOUR HUNDRED FOURTEEN DOLLARS AND NO CENTS ($32,414.00) without written approval of City's Public Works Services Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and 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. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra 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. 3.4 Accounting Records. 3.4.1 Maintenance 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. Revised 8/04 LM 7 0 0 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds 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. 3.5.1.2 Effect 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. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery 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: City: Bucknam and Associates 30131 Town Center Dr., Suite 295 Laguna Niguel, CA 92677 Attn: Peter Bucknam City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Pat Malloy, Public Works 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. Reviud 8 /04 LM 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & 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. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other 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. 3.5.4 Cooperation; 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. 3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents 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. Consultant shall Revised 8/04 LM G 0 • defend, 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, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, 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 any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, 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, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. ' 3.5.6 Entire 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. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assigmnent 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. 3.5.12 Construction: 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, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for Revised 8/04 LM 10 • convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. 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. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity: 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. 3.5.17 Prohibited 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. 3.5.18 Equal Onportunity 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 initial employment, 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. 3.5.19 Labor 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. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party Reviud 8/04 LM 11 0 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. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Anoroval 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. CITY OF ARCADIA By: William R. Kelly City Manager Dated: W 2005 M ' City Clerk- APPROVED AS TO FORM: te.,. P J Stephen P. Deitsch City Attorney Revised 8/00 LM 12 BUCKNAM AND ASSOCIATES We 04411 - j7wr4 -4 [Title] CONCUR: Departme t Hea Date EXHIBIT "A" SCOPE OF SERVICES ATTACHED A -1 9 Project Approach/ Scope of Services ❖ Determine an optimized priority maintenance and rehabilitation program based on cost/benefit analysis and various levels of funding Determine optimum annual budget levels for pavement maintenance for the current plus the following 5 to 7 years Predict the future performance of the City's pavement network and each individual street section ❖ Continued training City staff to establish in -house stewardship for future pavement management needs 4 Provide all pavement data within MicroPAVER to be linked to the City's GIS (MapGuide) Prepare a condition analysis that can be presented in GIS through custom applications. As a quick overview, the following tasks are identified in this section. Task 1: Project Orientation Task 2: Pavement Condition Survey Task 3: Prepare Network Data Report for City Review Update Recommended Improvement Program (Tasks 4 -6) Task 4: Review Pavement Maintenance Strategies Task 5: Preparation of Recommended Rehabilitation Program Task 6: Update Citywide Executive Summary / Final Report Task 7: Update GIS Segmentation- Mapping Task 8: On -Call MicroPAVER Training Scope of Services TASK 1: Project Orientation A pavement management project requires the cooperation and coordination of many people, and for the City of Arcadia it will be essential to establish, up front, the City's immediate pavement management priorities defined in our earlier staff meetings. Our team will meet to discuss and review in detail the expectations of the project and the MicroPAVER tools to be used by our staff in relation to data collection, pavement analysis, and CIP reporting. From there, an initial review of the key data will be completed to determine what assets the City would like to have surveyed above and beyond pavement distress. The first key topics to be discussed will include the review and assessment of the existing pavement data, survey areas, data quality and condition, current procedures and applications for pavement maintenance, available resources, historical expenditure levels, and desired service levels. 2 L �`S�' TLa �yef4 Project Approach/ Scope of Services With regard to pavement analysis, a key component of these discussions will focus on data collection methods, inspection and budgeting analysis, and how they will be used in the future to ensure the most effective results. Through these discussions our project team will gain further understanding of the City's unique needs and identify specific areas of concern that will need to be included as part of the pavement management program. Deliverable: Meeting minutes, project goals, revised project schedule TASK 2: Pavement Condition Survey The first step in conducting the,pavement condition survey will be to validate and confirm the inventory segmentation criteria for the City's pavement network. This will be based on the information obtained from the City and the existing database and act as an initial quality control for standard street naming conventions. Once all routes have been validated, Bucknam & Associates and a City staff member (if available) will visually review a 10 percent sample set of City of Arcadia pavement data from the MicroPAVER database (the sample set will include arterial, collector, and residential routes). This will act as a PMS pilot study and allow City staff to see the cost - effectiveness of our survey methodologies and quality of data. We will also demonstrate our ability to link MicroPAVER datasets to the City's ArcView coverage. In validating and updating the MicroPAVER dataset, our staff will include updates to all critical pavement data for those streets surveyed (e.g., inspection/distress, street dimensions, work history information, structural and ride data), which allows our staff to calculate the existing Pavement Condition Indices (PCI) based upon a 0 -100 scale. This information will then be entered into MicroPAVER, a Microsoft Access - structured software. Field Review Once the pavement network to be surveyed has been verified, the inspection of approximately 1/3 of the City's pavement network (approx. 55 miles) will be made where all distress types will be collected based upon actual surface conditions and physical characteristics of the segment. We will sit down with City staff prior to surveying to verify what streets will be surveyed this fiscal year, as well as, mapping out survey areas for FY 2005 -06 and 2006-07. Surveying methods will be conducted by remaining consistent with MicroPAVER sampling guidelines while being flexible to current City practices. The survey will be performed by a team of experienced and trained personnel using an automated system to collect field data (collection of data is recorded into our Seld Compaq iPAQ units then downloaded into the matching MicroPAVER database files). This data is collected in -hand then transferred at the end of the day to our in -house workstations for quality control and data population. This functionality sets us apart from the competition where we are spending less man-hours to enter the data using the iPAQ, while in turn using those man -hour savings in capital to develop the link between the PMS and GIS within the City's budget for this project. ..f , 9 '1 0 Project Approach/ Scope of Services The first key step in surveying a specific pavement section is to record/verify its length and width while assessing for ride and drainage ratings. From there the surveyor will perform the necessary condition - distress survey; it is important to note that pavement segment dimensions /surface areas, along with the distress quantities, are accurate within tolerable limits. This is noteworthy due to the "implied" accuracy of reporting (length and width to the nearest foot and surface area and distress to the nearest square foot). Based on street conditions and/or traffic, our staff will measure specific or distinct distress types by hand. A listing of the attribute data that is collected/verified during the survey for the pavement management database is listed below: 1. Attribute Data Designation of ownership or jurisdiction such as city, county, state, or federal agencies, and privately owned property From/to, indicating the assigned limits of the section Name of street ❖ Segment codification, which will allow for assignment of special designations (i.e., truck routes and school zones), as well as maintenance districts Street classification indicating function, such as local, arterial, or collector ❖ Number of travel lanes Presence of curb and gutter and sidewalk in each section Segment quantities, indicating the length, width, and total area of the section ❖ Surface type: AC, PCC, gravel, dirt •:• Average daily traffic (ADT) volumes, if available from the City We welcome staff members from the City of Arcadia to join any portion of our survey efforts. Condition data will be evaluated for all street segments and shall include the following condition characteristics: 2. Condition Characteristics $• Pavement distresses by type of distress severity and area (e.g., alligator, block, transverse, edge cracking, raveling, bleeding). Specific types of distresses to be measured will be determined prior to the start of the inventory. S• Drainage Condition Rating will be completed for each segment. Ratings range from Very Good to Very Poor and are used as a planning tool for CIP reporting. The rating is based upon visual assessment of inlet and culverts that are clear, standing water, and inspector awareness of moisture - induced distress. d• Pavement Condition Index (PCI), taking into account the surface condition, level of distress, ride, and drainage to provide an overall condition assessment. The numbering system ranges between 0 -100, with 100 indicating new pavement (approximately a 20 -year life expectancy without preventive maintenance). . Joa Project Approach/ Scope of Services S• Other road characteristics that affect the safety and adequacy of the pavement. Ride quality, ranging from a "perfectly smooth" ride to one that is very rough and may pose a safety hazard. + Surface conditions will be evaluated and each segment rated with an overall score, taking into account general surface characteristics, weathering, etc. The specific types of pavement distresses to be collected will be based on the Army Corp of Engineers MicroPAVER guideline. We will collect distress data based on the type, extent and severity of distresses, such as longitudinal /transverse cracking, edge cracking, bleeding/flushing, etc. This information allows us to conduct the inventory in a simple, fast, and efficient manner. City personnel can participate and observe for any period of time during the field inventory. Our staff will input all collected pavement data into the City's most current licensed MicroPAVER software and will enter any additional roadside data that has been defined for this project. Using this software, all items listed above will be maintained by our staff for the duration of this project. All data conversion/verification will be performed in -house at our Laguna Niguel office using the most recent version release. From there we will coordinate with your staff to implement the new files within your information services /communication network between City Hall and the Yard. Our staff and surveyors will be responsible for organizing the work to minimize traffic disruption on the City's street system. All work will be performed in accordance with OSHA standards, and furthermore, our staff.will inform City engineering and police staff when and where our teams will be working within the week's period. Survey efforts will be performed by Bucknam & Associates and Harris & Associates field technicians. Quality Control We will use a statistical sampling approach for measuring the quality of our field technician's work. In this manner, 10 percent of the original surveys will be re- surveyed by a different crew, supervised by a field supervisor, and the results will be compared to the original surveys. The quality control process involves checking the two field crews' work in a "blind study" fashion. Quality control checks will be performed at the end of each work week during the survey efforts. This will be done to ensure that all field personnel are properly categorizing the distresses and that correct pavement quantities are established for all street segments. At the time of surveying, our staff will perform several quality control tests within the pavement management software using a sample set of Arcadia street distress data. This will ensure that all system and analysis settings as well as City recommendations and standards are programmed correctly. As the project progresses, the database will be updated on a daily basis and evaluated for missing data. As missing items are found, field personnel are notified and the data, if available, is collected. Project Approach/ Scope of Services Status Meetings During the pavement condition survey, regular status meetings between Bucknam & Associates and the City's Project Manager will be held to report on the status of the project, any concerns, and quality control efforts. This is typically done with monthly meetings depending upon the City's current workload Any action items that arise from these meetings will be completed and data collection/entry will continue. Deliverable: Project.status letter (monthly), quality control report TASK 3: Prepare Network Data Report Upon completion of the pavement condition survey, we will prepare a report that documents the condition of all inventoried pavement segments. The report will serve as the primary method for data quality control to be included in the final report. The City and our staff will review these reports to ensure that all inventory data is correct and the project is running smoothly. Our staff will generate a Network Data Report that will include: Network/street database PCI report . d• Drainage and ride report ❖ Present status/condition Work history report d• Maintenance schedule (Task 4) Once the City has had a chance to review the reports, a project meeting will be conducted with City staff and at that time, any action items, edits, and/or recommendations will be made and delivered in the Final Pavement Management Program Report (Task 6). Deliverable: Network Data Report, PCI report, project meeting, and project status letter UPDATE RECOMMENDED IMPROVEMENT PROGRAM (2005 -2010) TASK 4: Review Pavement Maintenance Strategies Following the acceptance of the pavement Network Data Report, various repair /rehabilitation strategies will be discussed. We will help the City develop the most cost - effective preventative maintenance, repair, and rehabilitation strategies possible. This will be accomplished by meeting with the City to discuss and strategize on maintenance activities that would be applicable to the City. With MicroPAVER, the existing "decision tree" or "decision matrix" has the ability to be matched to any existing strategy currently in use by the City of Arcadia. We will work with the City to Project Approach/ Scope of Services develop and define the necessary maintenance strategies and also build or recommend approaches that may be beneficial to this project and future activities. These strategies typically include rehabilitation and reconstruction (R &R), localized maintenance, cape seals, slurry seals, overlays, and reconstructions based on the condition of the "maintenance sections," the expected improvement in pavement condition and life -cycle extension that would result, and the unit cost for maintenance. The strategy assignments will be based on road class, PCI, maintenance zones, and type of surface, which are user - defined and flexible, allowing selection of appropriate activities, unit costs, and life - cycles for the pavement management program. Our staff also reviews the standard deterioration curves that will be developed based on pavement conditions, surface type, and road class. The curves will be modified based on local pavement conditions present at the time of the survey. Deliverable: Project meeting minutes, summary report of maintenance and budget approach used for Final Report TASK 5: Preparation of Recommended Rehabilitation Program Our Project Manager and Principal will work closely with City staff in defining repair and rehabilitation strategies during each fiscal year (2005 - 2010). Once the repair /rehabilitation strategies have been defined, the software will be used to identify the recommended maintenance and rehabilitation projects for each street over a given period of time, which will cover a 5 -year CIP schedule. The recommended projects will be identified on the basis of several criteria: cost/benefit of individual strategies, present pavement conditions, current traffic volumes, current and unconstrained funding levels, accrued backlog levels, future routine and major maintenance .� 7 PAVEMENT LIFE CYCLE STANDARD DETERIORATION CURVE PCI (Pavement CondfiGn Index) 100 CRLLRNT G000 80 PM_'R h M`x _ -- - - - FAIR 70—._. _.....- ._.- ...._.__._____._...- - - -- -- __ . ....... ......_... -.. _- . - -__.- 00 ._. .."'W M.M.�nce. . ... ..... .... .............. 50 _._.. _... _. -__ ...___- __. __.___ _ -.__. -__ ___ "__._ ..... .......... _- POOR 90 ..____ __.... _.- ..._._.. ....__..._.... pCllabipat- O e lay w/ Fabnm SO 69 /SF 30 _________ "_ 20 ... .. .... ..._. _... ____ _____ __ .... ... ...... ... ... VRRYPOOR 70 _______. -_ __ ...___..__ Ra nMrMlbn RecmutruAtl" 3.FS/SF 0 1 3 5 7 9 11 13 15 17 19 21 23 25 27 PAVEMENT LIFE (YEARS) The strategy assignments will be based on road class, PCI, maintenance zones, and type of surface, which are user - defined and flexible, allowing selection of appropriate activities, unit costs, and life - cycles for the pavement management program. Our staff also reviews the standard deterioration curves that will be developed based on pavement conditions, surface type, and road class. The curves will be modified based on local pavement conditions present at the time of the survey. Deliverable: Project meeting minutes, summary report of maintenance and budget approach used for Final Report TASK 5: Preparation of Recommended Rehabilitation Program Our Project Manager and Principal will work closely with City staff in defining repair and rehabilitation strategies during each fiscal year (2005 - 2010). Once the repair /rehabilitation strategies have been defined, the software will be used to identify the recommended maintenance and rehabilitation projects for each street over a given period of time, which will cover a 5 -year CIP schedule. The recommended projects will be identified on the basis of several criteria: cost/benefit of individual strategies, present pavement conditions, current traffic volumes, current and unconstrained funding levels, accrued backlog levels, future routine and major maintenance .� 7 0 , .2 v 0 r: Project Approach/ Scope of Services needs based on projected deterioration rates, future AHRP objectives and goals, desired levels of service, and available resources. The primary emphasis of this task is to maximize the programming of street maintenance projects using the most cost - effective strategies available and taking into account a life -cycle cost analysis of each strategy recommended. Within our report, we will present three scenarios for the City to consider or compare against. This will include reporting on the City's current CIP budget and previous maintenance strategies, as well as demonstrating an ideal scenario (to maintain an ideal PCI level) and a constrained scenario. Following this analysis, maintenance project lists will be generated for the several funding -level scenarios: the existing current amount of available funds (i.e., City's funding level) and ideal and constrained funding levels given for the most cost - effective pavement management plan. In this way, if available funding is less than required for completion of recommended projects within a given year, it will be easy to determine which projects can be deferred with the least impact on current pavement condition and future rehabilitation cost. Deliverable: Project meeting minutes, summary report of budget scenarios used for Final Report TASK 6: Update Citywide Executive Summary / Final Report The Final Pavement Management Program Report will provide a summary of the findings from the condition survey with the corresponding recommendations for the implementation of the most cost - effective maintenance program each year (this report will be suited for an audience of managers and council members). With our firm recently generating this report in early 2004, we will simply update the report to reflect the findings and recommendations from our Winter- Spring 2005 inspections. The report will be prepared in a format that uses the information found in the computerized PMS reports in conjunction with the information and analyses performed by the our team. The Final Pavement Management Program Report will include the specific analysis of the cost - effectiveness of three pavement maintenance practices and schedules used by the City: Structural overlay and rehabilitation of arterial and collector streets (Prop. C) Neighborhood slurry seal of blocks of local streets Localized maintenance for stop gap and preparation of slurry/overlay projects. City staff will supply a list of the projects that should be included in the study. The report will also provide the City with information on: Current inventory and pavement conditions indices (PCI) shown in tabular and GIS format for all road classes and surface types (pavement condition report, priority listings) •S Projected annual repair /rehabilitation programs for street maintenance on all streets for a 5 to 7 -year period that demonstrates the largest return on investment; will also be shown through GIS maps Project Approach/ Scope of Services Project schedules and associated budgets (i.e., adjusted for inflation within the software based on user selected inflation factors) for the entire network, as well as each street segment, for each fiscal year over the given period of time (5 to 7 -year CIP) Priority projects that should be scheduled for immediate maintenance, based on user - defined priorities and existing conditions 4• Exhibits showing existing PCI ranges and locations, as well as showing the proposed annual work to be performed based on the 5 to 7 -year CIP package 4• An analysis that allows the City to measure and understand the impact on and cost of deferred maintenance for the City street network S• Review and development of recommended funding programs for street- related improvements. We will submit three copies of the Final Pavement Management Program Report, in binder form, as well as a digital copy. Based on the findings within the Final Pavement Management Program Report, we will present the results to upper management. Deliverable: Three copies, one original of Final Report, electronic copy of Final Report, Executive Summary TASK 7: Update of GIS Segmentation- Mapping We will support the City with GIS services in relation to its pavement management system and other infrastructure assets. Our team will work with other consultants already under contract with the City and/or City staff in the effort to continue the building of the City GIS system. We will provide the City with updated citywide maps that indicate such data as: • PCI for streets • Work History maps • Forecasted Capital Improvement Program maps • Functional Classification maps Once the City has approved the Network Data Report, our staff will complete the development of all necessary pavement -GIS linkages and data attribute joining. We will assist the City in its effort to build and complete the relationship of MicroPAVER to ArcView and/or MapGuide. Deliverable: Final GIS maps based on list above, all project GIS files used for this project 9 ION 2� TASK 8: On -Call MicroPAVER Training 0 Project Approach/ Scope of Services On a as- needed, on -call basis, we will provide telephone question and answer, site visit and workshop sessions to assist the City in the use of MicroPAVER for a minimum of one - fiscal year from the date of the signed contract. Bucknam & Associates will provide pavement system software training that will concentrate not only on the utilization and operation of the software, outlining the steps for proper on -going maintenance of the system database, but also on the necessary program tasks that are required to maintain and update the City's pavement management program on an annual basis. The training will include such items as: i• System operation overview Review the process flow of annual activities required to maintain the program specific to the City of Arcadia Report generation Mock replication of annual PMS support activities (e.g., re•inventory office procedures; updating of maintenance costs, strategy assignments, engineering data, and deterioration curves; interpretation and utilization of management reports) •e Exhibit preparation. In addition to PMS software training, Bucknam & Associates will provide the training in ArcView for any GIS custom application or Arc View coverage implemented by Bucknam & Associates. The training will concentrate not only on the use of the software, such as its SQL analysis, but also on the use and operation of a GIS, producing reports, layouts, and spreadsheets relative to the City of Arcadia's pavement management network. SERVICES /INFORMATION TO BE PROVIDED BY THE CITY ❖ City of Arcadia PMP database in MicroPAVER A digital copy of the City's GIS base map including street sectioning Available structural sections of pavement, if available from City records Latest annual ADT counts, if available from City records Most recent City map ❖ Available road maintenance records, including unit prices for improvements based on historical bid data A copy of last year's report (not necessary due to Bucknam & Associates generation of the 2004 report) 10 Exhibit "B" SCHEDULE OF SERVICES ATTACHED I:31 0 0 Project Schedule Project Approach/ Scope of Services Below is the critical-path project schedule to which our team will adhere to in performing and completing the PMS for the City's project. The schedule shows each major task identified in our scope of work, as well as quality control milestones and meetings. Project Orientation Assessment_ and hi-woverrent of Existing PMS Field Review Project Status Meeting - - Update Segmentation- Mapping On-Call MicroPAVER Training (Ongoing) 6/30 E Exhibit "C" COMPENSATION ATTACHED G1 �J a§ i 6 U. .E ± a O « Q � « b rz � � � / - - co - . -- - - - - ® _ # / -, / i ¥ 04 C 0 co k 0 ke Go co 04 C4 kk co k� - - 0 m a® j §-2 § / ® § _ w �� t5 �� /(c* CL \ $ on CC [ z - ƒ 0 . E _\ $ & 0, \ ƒ 0 0 k/ - ■ CL CL _ - - ;w \$ 0 \ k_ %tr- cc °�I CD CL \- \ \ «k(2�,f ■ k -EcL ;§ |E�\ amc 0 /\ �- §k■)ƒ kw )k /y _ ■ |�_ ®� . - _ ,fE}©a. � \22&3 &§ §) ; ` ■)2 ��- °� -)2= ��sa => £ ©� § Emar�tco ^■ 2 §�# � ■� - -_ mLL aaaMaaeco w< I- a / R / F-F- ' , �