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HomeMy WebLinkAboutInfrastructure Management Services; 2009-08-19; PWENG698PWENG698 AGREEMENT FOR PAVEMENT MANAGEMENT PROFESSIONAL SERVICES (INFRASTRUCTURE MANAGEMENT SERVICES) THIS AGREEMENT is made and entered into as of the / day of 20<3f. by and between the CITY OF CARLSBAD, a municipal corporation^ ("City"), and INFRASTRUCTURE MANAGEMENT SERVICES, a Limited Liability corporation ("Contractor"). RECITALS A. City requires the professional services of an engineering firm that is experienced in pavement condition data collection and pavement management software implementation. B. Contractor has the necessary experience in providing professional services and advice related to pavement condition data collection and pavement management software implementation. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or part thereof in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version #05.06.08 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one hundred forty three thousand three hundred ninety one dollars ($143,391). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments shall be made as outlined in attached Exhibit "A" on a time and materials basis not to exceed the totals listed. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version #05.06.08 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #05.06.08 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make City Attorney Approved Version #05.06.08 transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will 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. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Jon Schauble Name Zac Thomason Title Associate Engineer Title Manager of Client Services Department Public Works Address 1820 W. Drake Dr.. Suite 108 City of Carlsbad Tempe. AZ 85283 Address 1635 Faraday Ave Phone No. 480-839-4347 Carlsbad. CA 92008 Phone No. 760-602-2762 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #05.06.08 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #05.06.08 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #05.06.08 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR INFRASTRUCTURE MANAGEMENT SERVICES, a Limited LJabilit *By: CITY OF. corpora LSBAD, a the State of mu *• or Mayor ATTEST: (e-mail address) *By: (sign here)LO City Clerk (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of must be attached. If a Corporation. Agreement must be signed officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:_ Deputy City Attorney City Attorney Approved Version #05.06.08 Notarial Acknowledgement State of Arizona County of /Ma This instrument was acknowledged before me on the 3/^dav of s^ 2003, by Stephen Smith as a Member/Manager of IMS Infrastructure Management Services, LLC . ignatureof notarial official) seal My commission expires: EXHIBIT A SCOPE OF WORK PAVEMENT MANAGEMENT PROGRAM UPDATE Task Description Activities Deliverables Project Initiation 2. Software Review and Selection 3. Network Referencing Conduct kick off meeting confirming scope, extent and content of surveys, set milestones and deliverables. Confirm key contacts, roles and responsibilities and project documentation. Identify location of key data elements such as traffic data, CIS, existing roadway inventories, historical data, and pavement management data. Identify deficient data and the means to obtain it. Provide data QA plan to City. Confirm phases of the work and invoicing methodology. Identify users of PM software and recipients of downstream information and their needs. Confirm necessary number of seats/licenses. Determine methodology of integration with the City's CIS Database through MAPdirectorfor ArcGIS. Confirm requirements for integration with other City management applications. Identify pavement management applications suitable for use by the City including: GBA, Hanson, Cartegraph, Micropaver, Streetsaver, and PavePro. Identify evaluation criteria based on the City's needs including: CIS compatibility, cost, user-friendliness, analytical tools, etc. Evaluate pavement management applications using criteria identified and agreed upon previously. Develop distress protocols to be used in the collection of condition data being loaded into the selected software. Using the City's GIS centerline database, develop a network-wide roadway inventory suitable for use in the selected PM system. Include new street segments which may not be included in current pavement database but will be in City's current GIS centerline database. Include street referencing. number and block order in Link each segment to its parent GIS section. Obtain roadway attributes from GIS for functional class, traffic, width, length, pavement type, curb Technical memo detailing scope of work, budget and deliverables. Technical memo of software evaluation and recommendation. Estimated costs of software purchase and operation. Survey maps and inventory for use on the project. IMS Infrastructure Management Services Carlsbad Scope of Work Doc. doc page 1 EXHIBIT A SCOPE OF WORK PAVEMENT MANAGEMENT PROGRAM UPDATE type, etc. them. If not available, devise plan to obtain GIS Linkage Mobilization/Calibration RST Field Data Collection Create survey maps for use by the RST and client review. Create the linkage of all roadway segments and elements to the City's existing GIS. QA/QC the inventory and all condition data Mobilize surface distress, roughness and rutting testing equipment to project Demonstrate the equipment to the City Calibrate equipment. On all arterials and collectors, complete 2 pass testing collecting up to 9 distresses and attributes at 100-foot intervals on a block by block basis. Local roadways will receive a single pass. Collect/confirm attributes such as FunCL, pavetype, Inventory spreadsheet containing all assigned GIS ID's. Equipment calibration results 2-pass on arterial & collector surface distress extent and severity data. Single pass testing on locals. Exceptions report. Data QA/QC, Processing, & Format Pavement Analysis, Budget Development, & Report Develop exceptions report for lengths that do not match GIS. For each data stream (surface distress, roughness, rutting, GPS), aggregate and process the data at 100-foot intervals. Develop individual index scores for surface distress, and roughness structure as appropriate. Develop an overall condition score for each section Process the same data to the block level. Shape files of the processed data. Complete QA of data. Present status and PCI report in Excel format c/w PCI charts and backlog. Run 3 scenarios predicting the City's overall average PCI given current funding levels (3, 5, and 10 years). Run 3 scenarios to determine what funding is required to maintain and average citywide PCI of 75, 80, and 85. Run 'Fix All' and 'Do Nothing' scenarios Finalize draft analysis and budgets. Final report and make 3-copies of report plus electronic files. Create shape files of results Excel spreadsheet of the sectional data and index values. Shape files of the condition data and overall condition score at the 100 foot and block levels. Draft analysis and report. Eight models/budget analysis scenarios will be completed. Final report and shape files - both hard copy and electronic. Project Management and Meetings Provide client with periodic e-mail updates and reports. Status reports and invoices IMS Infrastructure Management Services Carlsbad Scope of Work Doc. doc page 2 EXHIBIT A SCOPE OF WORK PAVEMENT MANAGEMENT PROGRAM UPDATE 10.Pavement Management Software 11.Data Load to selected software Meetings to be completed on-site and by conference calls. Complete project administration and invoicing. All final reports will be signed by California PE. Confirm software, GIS modules, and number of Software purchase and seats to be purchased. installation. Purchase of the selected PM software and installation. Ensure licenses are in the name of the City. Create GIS linkage per Tasks 3 and 4. Assemble and load data in the City's selected PMS Software data load. software. The data will also be delivered in excel or access. Transfer existing pavement management data to new pavement database. 12. PMS Software Training 3 full days of onsite software training will be provided On-site training by an IMS for small group of City staff by IMS or software or software provider provider representative. Training facility provided by representative. User the City. Manual to be provided to the City. 13. Ground Penetrating Radar (GPR) On selected arterials and collectors, complete 2 pass Ground Penetrating Radar surveys. Develop layer thickness information on a sectional basis. Layer thickness information added to City's GIS centerline database 14. Digital Image and GPS Coordinate Data Collection On all arterials and collectors, complete 2 pass GPS and multiview digital images data collection at 25- foot intervals. Locals will receive 1 pass. 2-pass GPS coordinate data and digital images on arterials and collectors. 1- pass on locals. IMS Infrastructure Management Services Carlsbad Scope of Work Doc.doc page3 City of Carlsbad Infrastructure Management Services Scope of Work Fee Schedule Task Activity Quant Units Unit Rate Total A. Project Initiation 1 Project Initiation 2 Software Review, Evaluation and Life Cycle Costing 3 Network Referencing 4 GIS Linkage B. Field Surveys 5 Mobilization/Calibration 6 RST Field Data Collection C. Data Management 7 Data QA/QC, Processing, Format 8 Pavement Analysis, Budget Development and Report 9 Project Management (all tasks) D. Software Supply and Implementation 10 Pavement Management Software & GIS Module Purchase and Installation1 11 Load Pavement Condition Data to Software1' 12 Pavement Management Software Training3 13 Ground Penetrating Radar (GPR) 14 Provision of Digital Images Complete with GPS Coordinates @25 ft Intervals 15 Supplemental Services Allowance4 1 LS 1 LS 423 Ml 423 Ml 1 423 1 40 30 50 423 1 LS Ml 423 Ml 1 LS 1 LS LS Mrs Mrs Ml Ml LS $3,000 $7,500 $10 $20 $3,500 $110 $20 $8,500 $10,000 $10,000 $175 $225 $130 $7 $10,000 $3,000 $7,500 $4,230 $8,460 $3,500 $46,530 $8,460 $8,500 $10,000 $10,000 $7,000 $6,750 $6,500 $2,961 $10,000 Notes Project Total: 1. Software supply is based on providing a system similar to the GBAMS, Cartegraph, Micropaver, Streetsaver or PavePro pavement management program. Should another application be selected that exceeds the budget plus IMS mark up, supplemental services may be used on an approved time and materials basis. Assumes one seat (additional seats $4,000 each) 2. Data load is based on selecting a program similar to GBAMS, Cartegraph, Micropaver, Streetsaver, or PavePro. Should an alternate program be selected and data loading exceeds 40 hours, supplemental services may be used on an approved time and materials basis. Hourly rate includes incidental expenses. 3. Training is based on providing three on-site days plus travel time. Addition time may be acquired through supplemental services. Client is responsible to provide access to City network and training facilities. 4. Supplemental services may only be used with written authorization from the City and be based on time and materials charges plus IMS mark up. $143,391 IMS Infrastructure Management Services Carlsbad CA Budget 2009 Rev1 .xls, Budget, 7/10/2009