HomeMy Public PortalAboutAgreement_2012-12-28_Harris & Associates_Pavement Management SystemAGREEMENT FOR
Pavement Management System Services
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Harris & Associates
Dated
AGREEMENTFOR
SERVICES
This Agreement for Pavement Management System Services ("Agreement") is entered
into as of the date referenced on the cover page ("Effective Date") between the CITY OF
TEMPLE CITY, a charter law city and municipal corporation ("City") and the CONTRACTOR
designated on the cover ("Contractor") (collectively the "Parties"). In consideration of the
mutual promises and covenants made by the parties and contained here and other consideration,
the value and adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES
1.1 Contractor Services. Subject to the terms and conditions of this Agreement,
Contractor agrees to perform for City those Pavement Management System services specified in
the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A"
["Services"]. Contractor agrees to furnish, for the compensation provided for herein, all labor,
materials, tools, equipment, services, and incidental and customary work necessary to fully and
adequately perform and complete the Services. Contractor agrees to perform the Services in
accordance with all applicable local, state and federal laws, rules and regulations and in
accordance with applicable standards, specifications, and general conditions adopted by City.
Contractor agrees that all work must be of good and workmanlike quality and shall be subject to
inspection and approval by City. Contractor 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.
1.2 Extra Work. Contractor shall not be compensated for any work or services
rendered in connection with its performance of this Agreement which are in addition to or
outside of those set forth in the Scope of Services ("Extra Work") except as expressly provided
for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra
Work to be performed by Contractor is approved by City in writing in advance of Contractor's
commencement of such work. City shall not be obligated to pay for or otherwise be liable for
unauthorized Extra Work performed by Contractor.
1.3 Schedule of Performance & Term. Contractor agrees to diligently perform and
complete the Services in accordance with the Schedule of Performance attached hereto and
incorporated herein by reference as Exhibit `B" ["Schedule of Performance"]. Modifications of
the Schedule of Performance must be agreed upon in writing in advance by the authorized
representative of the parties. The term of this Agreement shall be for one (1) year from and after
the effective date, unless expressly provided to the contrary in the Scope of Services, and subject
to early termination as provided for in Section 11 [Termination] of this Agreement. The tern
may be extended by the mutually agreement of the parties memorialized in writing. City
authorizes its City Manager, or his/her designee, to agree to reasonable modifications of the
Schedule of Performance and to extensions of the Term, provided such modifications and
extension do not require additional compensation exceeding the City Manager's authority under
City's purchasing ordinance.
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1.4 General Warranty. Contractor warrants all Services under this Agreement
(which for purposes of this Section shall be deemed to include unauthorized work which has not
been removed and any non -conforming materials incorporated into the Services) to be of good
quality and free from any defective or faulty material and workmanship. All warranties and
guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the
Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of
City, regardless of whether or not such warranties and guarantees have been transferred or
assigned to City by separate agreement and Contractor agrees to enforce such warranties and
guarantees, if necessary, on behalf of City.
1.5 Repair of Defects. Contractor agrees that for a period of one (1) year from and
after final acceptance of the Services, or in any guarantee or warranty provided by any
manufacturer or supplier of equipment or materials incorporated into the Work, whichever is
later, Contractor shall within ten (10) Days after being notified in writing by City of any defect in
the Services or non-conformance of the Services, commence and prosecute with due diligence all
work and services necessary to fulfill the terms of the warranty at his sole cost and expense. In
addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the
work, facilities, fixtures, or materials damaged by its defective work services or which becomes
damaged in the course of repairing or replacing defective work or services. For any work so
corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an
additional one year period, commencing with the date of acceptance of such corrected work.
Contractor shall perform such tests as City may require to verify that any corrective actions are
adequate to remedy the defective condition. In the event that Contractor fails to perform its
obligations under this Section to the reasonable satisfaction of City, then City shall have the right
to correct and replace any defective, non -conforming, or damaged work or services at
Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses
incurred hereunder upon demand.
1.6 Contractor's Representative. Contractor hereby designates the representative
named in Exhibit "D" ["Representatives"], or his or her designee, to act as its representative for
the performance of this Agreement ("Contractor's Representative"). Contractor's Representative
shall have full authority to represent and act on behalf of the Contractor for all purposes under
this Agreement. Contractor's Representative shall supervise and direct the Services, using his or
her 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.
SECTION 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Compensation. City shall pay to Contractor for non -disputed Services rendered
the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated
herein by reference. Total compensation shall not exceed the total price or "not to exceed"
amount set forth in Exhibit "C" without the prior written approval of City. City authorizes its
City Manager, or his/her designee, to approve additional compensation for Extra Work as may be
approved under Section 1 above, provided such additional compensation, in the aggregate, does
not exceed the City Manager's authority under City's purchasing ordinance.
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2.2 Payment of Compensation. Contractor shall submit periodic (monthly or
quarterly as specified by City in Exhibit "C") invoices together with an itemized statement of
Services provided. The statement shall describe the Services provided, the percent of work
complete by item, together with such other reasonable detail and supporting documentation as
may be required by the City Manager, or his/her designee. City will review the statement and
pay, with the exception of any charges for work performed or expenses incurred by Contractor
which are disputed by City, within 30 days of receiving such statement, all approved charges
thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be
deemed to waive any defect in work performed by Contractor.
SECTION 3. RESPONSIBILITIES OF CONTRACTOR
3.1 Control and Payment of Subordinates; Independent Contractor. Contractor
agrees that all Services shall be performed by Contractor or under its supervision. The personnel
performing the services under this Agreement on behalf of Contractor shall at all times be under
the Contractor's exclusive direction and control. Contractor will determine the means, methods
and details of performing the Services subject to the requirement of this Agreement. Contractor
is and shall at all times remain a wholly independent contractor and not an officer, employee or
agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers,
employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which
may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor
may have to any such rights.
3.2 Standard of Care & Licenses. Contractor agrees that all Services shall be
performed 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. Contractor
represents and warrants that it, its employees and subcontractors shall have sufficient skill and
experience to perform the Services and 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 in good standing throughout the term of this Agreement.
3.3 Required Corrections. As provided for in the indemnification provisions of this
Agreement, Contractor 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
Contractor's failure to comply with the standard of care provided for herein.
3.4 Law and Regulations. Contractor 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 Services, including all Cal/OSHA requirements, and shall give all notices
required by law. Contractor shall be liable for all violations of such laws and regulations in
connection with Services.
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3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as
to avoid injury or damage to any person or property and shall otherwise 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.
3.6 Labor Code and Prevailing Wage Requirements.
3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply
with the provisions of Section 1777.5 of the Labor Code with respect to the employment of
properly registered apprentices upon public works.
3.6.2 Hours of Work. Contractor shall comply with the legal days work and
overtime requirements of Section 1813 Labor Code.
3.6.3 Payroll Records. In accordance with the requirements of Labor Code
Section 1776, Contractor shall keep accurate payroll records which are either on forms provided
by the Division of Labor Standards Enforcement or which contain the same information required
by such forms. Contractor shall make all such records available for inspection at all reasonable
hours.
3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware
of the requirements of California Labor Code Section 1720, et s�Mc., and 1770, et seq., as well as
California Code of Regulations, Title 8, Section 1600, et seg., ("Prevailing Wage Laws"), which
require the payment of prevailing wage rates and the performance of other requirements on
"Public Works" and "Maintenance" projects. If the Services are being performed as part of an
applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws,
and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such
Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per
diem wages in effect at the commencement of this Agreement. Contractor shall make copies of
the prevailing rates of per diem wages for each craft, classification or type of worker needed to
execute the Services available to interested parties upon request, and shall post copies at the
Contractor's principal place of business and at the project site. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
3.7 Equal Opportunity Employment. Contractor 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,
sexual orientation, sex 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.
3.8 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all
of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sem., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
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SECTION 4. INDEMNIFICATION
4.1 Indemnity. Except as to the sole negligence, active negligence, gross negligence
or willful misconduct of the Agency or City, Contractor expressly agrees to, and shall,
indemnify, defend, release, and hold the Agency, the City, and their respective officials, officers,
employees, agents, and contractors harmless from and against any Action, liability, loss, damage,
entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way
related to, any act or omission of Contractor, or its officers, directors, employees, agents, or
contractors, connected with the performance under this Agreement, notwithstanding that the
Agency and/or City may have benefited therefrom, or any challenge to this Agreement. This
Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether
active or passive, on the part of Contractor's officers, directors, employees, agents and
contractors, including but not limited to acts or omissions in any way related to, the release,
treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the
location at which work under this Agreement is performed of any Hazardous Substances by
Contractor or its officers, directors, employees, agents, and subcontractors. The Parties
expressly agree that any payment, or Costs and Expenses the 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 or Costs and Expenses for the purpose of this Section. The City shall not be
responsible for any acts, errors or omissions of any person or entity except the City and their
respective officers, agents, servants, employees or contractors. The Parties expressly agree that
the obligations of Contractor under this Section shall survive the expiration or early termination
of the Agreement.
4.2 Action. For purposes of this Agreement, "Action" shall mean any suit (whether
legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or
judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or
other alternative dispute resolution process, and the filing, recording, or service of any process,
notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to
commencement of the Action.
4.3 Costs and Expenses. For purposes of this Agreement, "Costs and Expenses"
shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily
incurred by a party in good faith in the investigation, prosecution or defense of an Action,
including, but not limited to, court costs, filing, recording, and service fees, copying costs,
exhibit production costs, special media rental costs, attorneys fees, consultant fees, fees for
investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs,
and any other costs or expenses, the award of which a court of competent jurisdiction may
determine to be just and reasonable.
4.4 Hazardous Substances. For purposes of this Agreement, "Hazardous
Substances" shall mean any and all of the following:
a. any substance, product, waste or other material of any nature
whatsoever which is or becomes listed, regulated, or for which liability arises for misuse,
pursuant to the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
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§1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et
seq,; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33
U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the
Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seg.; the Clean Air Act,
42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste
Disposal Act, 42 U.S.C. §6901, et seg.; the Surface Mining Control and Reclamation Act, 30
U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C.
§11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the
Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.;
the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking
Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of
Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter -Presley -Tanner Hazardous
Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act,
H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C.
§25001, et seq.; the Porter -Cologne Water Quality Control Act, Water Code §13000, et seq., all
as they may from time to time be amended; and
b. any substance, product, waste or other material of any nature
whatsoever which is or becomes listed, regulated, or for which liability for misuse arises
pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule,
regulation, order or decree due to its hazardous, toxic or dangerous nature.
SECTION 5. RECORDS AND DOCUMENTS
5.1 Accounting Records.
5.1.1 Maintenance and Inspection. Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. Any and
all such documents or records shall be maintained in accordance with generally accepted
accounting principles and shall be sufficiently complete and detailed so as to permit an accurate
evaluation of the services provided by Contractor pursuant to this Agreement. All such records
shall be clearly identifiable.
5.1.2 Inspection and Copyine. Contractor 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. Contractor 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. At no cost to City,
Contractor shall provide copies of such documents or records directly to the City for inspection,
audit and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Contractor's address
indicated for receipt of notices in this Agreement.
5.2 Ownership of Documents. All original maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files and other documents
prepared, developed or discovered by Contractor in the course of providing any services pursuant
to the Agreement shall become the sole property of City and may be used, reused or otherwise
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disposed of the City without the permission of the Contractor. Upon completion, expiration or
termination of this Agreement, Contractor shall turn over to City all such original maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and
other documents
SECTION 6. INSURANCE
6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of
this Agreement Contractor will maintain insurance in conformance with requirements established
by City's Purchasing Officer, Finance Director or Risk Manager for the type of Services being
performed. Contractor acknowledges that prior to the effective date of this Agreement, City
provided to Contractor the applicable insurance requirements, a copy of which are attached
hereto as Exhibit "F" ("Insurance"). Contractor will use existing coverage to comply with these
requirements. If that existing coverage does not meet the requirements set forth here, Contractor
agrees to amend, supplement or endorse the existing coverage to do so. Contractor
acknowledges that the insurance coverage and policy limits provided by City constitute the
minimum amount of coverage required. Any insurance proceeds in excess of the limits and
coverage required in this Agreement and which are applicable to a given loss, will be available to
the City.
6.2 Additional Insureds. Contractor agrees to have its insurer include as additional
insureds City, its officials, employees and agents, under such polices, and using such forms as
may be, identified by the City's Purchasing Officer, Finance Director or Risk Manager.
Contractor also agrees to require all contractors, and subcontractors to do so likewise.
6.3 Proof of Insurance to City. Proof of compliance with the insurance
requirements, consisting of certificates of insurance evidencing all of the coverages required and
such additional insured endorsements as have been required to Contractor's policies shall be
delivered to City concurrently with Contractor's execution of this Agreement, but in no event
later than the Effective Date of this Agreement.
6.4 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and
any other party involved with the project who is brought onto or involved in the project by
Contractor, provide the same minimum insurance coverage required of Contractor. Contractor
agrees to monitor and review all such coverage and assumes all responsibility for ensuring that
such coverage is provided in conformity with the requirements of this section. Contractor agrees
that upon request, all agreements with subcontractors and others engaged in the project will be
submitted to City for review.
6.5 Modification of Insurance Provisions. City authorizes City Manager to make,
upon the written concurrence of the Finance Director or Risk Manager, reasonable amendments
to the insurance requirements provided by City to Contractor under Section 6.1 of this
Agreement, after considering the Scope of Services, potential liabilities, and the required level of
insurance to adequately protect the City from risk liability.
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SECTION 7. BONDS
Section intentionally deleted. No bonds necessary for these services.
SECTION 8. TERMINATION.
8.1 Termination by City. City may, by written notice to Contractor, terminate with
or without cause, and without any prior notice of default or right to cure by Contractor, the whole
or any part of this Agreement at any time and by giving written notice to Contractor of such
termination, and specifying the effective date thereof, at least three (3) days before the effective
date of such termination. Upon termination, Contractor shall be compensated only for those non-
disputed Services, which have been adequately rendered to City, and Contractor shall be entitled
to no further compensation. Contractor may not terminate this Agreement except for cause.
8.2 Termination by Contractor. Contractor may, by written notice to City,
terminate this Agreement based upon City's failure to timely cure a default under this Agreement
as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide
City with a written notice specifying City's alleged default and providing City with a forty-five
(45) day period to cure the default. Should City timely cure such default, the Agreement shall
continue. Should City failure to timely or adequately cure such default, Contractor may
terminate this Agreement by issuance of written notice to City.
SECTION 9. GENERAL PROVISIONS
9.1 Assignment or Transfer. Contractor 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.
9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which
may arise out of the nature of the Services agreed to herein, or from the action of the elements, or
from any unforeseen difficulties which may arise or be encountered in the prosecution of the
Work until the same is fully completed and accepted by City.
9.3 Excusable Delays. Contractor shall not be liable for damages, including
liquidated damages, if any, caused by delay in performance of failure to perform due to causes
beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires,
floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this
Agreement shall be equitably adjusted for any delays due to such causes.
9.4 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 the Agreement.
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9.5 Governing Law. This Agreement shall be interpreted, construed and governed
according to the laws of the State of California. In the event of litigation between the parties,
venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, California.
9.6 Integration. This Agreement, including the attached Exhibits "A" through "F", is
the entire, complete, final and exclusive expression of the parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether oral or written,
or entered into between Contractor and City prior to the execution of this Agreement. No
statements, representations or other agreements, whether oral or written, made by any party
which are not embodied herein shall be valid and binding. No amendment to this Agreement
shall be valid and binding unless in writing duly executed by the parties or their authorized
representatives.
9.7 Severability. If a term, condition or covenant of this Agreement is declared or
determined by any court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
9.8 Prohibited Interests. Contractor represents and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement.
9.9 Amendments. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by the City and the Contractor. The parties agree that
this requirement for written modifications cannot be waived and that any attempted waiver shall
be void.
9.10 No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
9.11 Delivery Of Notices. All notices required or permitted to be given under this
Agreement shall be in writing and shall be given to the respective parties at the addresses listed
in Exhibit "D", or at such other address as the respective parties may provide in writing for this
purpose. 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 address to the part
at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
9.12 Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties.
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9.13 Waiver. Waiver by any party to this Agreement of any term, condition, or
covenant of this Agreement shall not constitute a waiver of any other term, condition, or
covenant. Waiver by any party or any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of
any provision of this Agreement. Acceptance by City of any work or services by Contractor
shall not constitute a waiver of any of the provisions of this Agreement.
9.14 Attorneys Fees, Costs And Expenses. In the event litigation or other proceeding
is required to enforce or interpret any provision of this Agreement, the prevailing party in such
litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, Costs
and Expenses, in addition to any other relief to which it may be entitled.
9.15 Subcontracting. Contractor 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.
9.16 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
9.17 Authority To Execute. The person or persons executing this Agreement on
behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute
this Agreement and to bind Contractor to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
the day and year first above written.
CITY OF PL Y
By
City Manager
APPROVE AS TO F
C ty ttorney
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EXHIBIT "A" SCOPE OF SERVICES
Task 1: Project Orientation
At the start of the project, Harris will meet with the City to discuss in detail the expectations for
the project, the budget programs to be determined, the field collection method, current
procedures for pavement maintenance, available resources and the project schedule. At this
meeting, the City will provide Harris with current unit costs, recent treatment histories or newly
acquired street data and the City's expected funding.
At this meeting, the City will provide Harris with:
Any updated City map showing all public streets and alleys within the City.
All street maintenance history data (Residential and Arterial), including slurry seal and
overlay projects.
City anticipated annual Street rehabilitation CIP budget.
Identification of any Maintenance Zones.
Functional classification (i.e., arterial, collector, local).
Current improvement strategies and unit costs.
The maintenance history update will be an integral part in establishing the Pavement Condition
Index for those streets that recently underwent rehabilitation.
Task 2: Field Data Collection
Harris will conduct a field inventory on all streets within the City (approximately 75 Centerline
miles) to collect & verify the following data:
- Name of the street
Limits of the pavement segment (from/to) — A description of the limits of each pavement
section. The limits will note the side of the boundary street from which the segment was
taken (e.g., "N/S MAIN ST" refers to the north side of the intersection at Main St.). If
the limits exists between intersections, then the description may be an address, post mile
marker, or a distance from a known point of reference (e.g., "500' N/O MAIN ST").
Length and width of the pavement segment — The length of each segment will be
measured using an electronic DMI (Distance Measuring Instrument) attached to and
specifically calibrated for a vehicle. The DMI unit will be recalibrated prior to the start
of the field inventory. City staff is welcome to test the accuracy of the measurements.
The width will be measured using a standard measuring wheel, and will be measured
from edge of pavement to edge of pavement.
- Total area of the pavement segment — This will be calculated from the length and width
measurements. Adjustments may be made for medians, cross gutters, planters, etc., and
will be noted for each segment, if applicable.
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- Number of travel lanes — The number of travel lanes, excluding parking lanes. This
would include the double left turn lane in the center, if applicable.
- Surface type —such as AC, PCC, Gravel, or Dirt
Surface distress — A walking survey of a representative street segment (approximately every
1000 feet) will be made and its condition recorded based upon actual surface conditions and
physical characteristics of the segment. The following distress will be reviewed based in part on
criteria described in ASTM Standard D6433-09 — Pavement Management for Airports, Roads
and Parking Lots:
Asphalt Concrete Pavements:
1. Alligator/fatigue cracking
2. Block Cracking
3. Bumps and Sags
4. Rutting and Depressions
5. Longitudinal and transverse cracking
6. Patching and utility trenches
7. Raveling and weathering
8. Potholes
Portland Cement Concrete Pavement:
1. Corner breaks
2. Durability "D" cracking
3. Joint sealant damage
4. Joint and corner spalling
5. Longitudinal and transverse cracking (both non -reinforced and reinforced slabs)
6. Popouts
7. Shrinkage cracking
Identification of street geometry, frontage improvements and drainage properties will not be
included in the scope because these are not factors that are used for determining existing
pavement condition.
Task 3 —Photo Documentation
The scope will include a current digital image of all streets and roadways surveyed (standard rule
of thumb is one photograph per residential street and approximately one photograph per mile for
collector and arterial street, and at changes in condition or use of roadway). Photos will be
labeled by street name and numbered sequentially in a west to east or south to north direction if
multiple photos are required for any particular street.
LA 44822-4623-2581 v1 L
Task 4 — Identification of Roadway Section Requiring Structural Testing
The scope required identification of street segments where additional structural testing such as
Component Analysis or Deflection Testing may be necessary. This evaluation will be limited to
Arterial and Collector streets only and based on an agreed upon target range of PCI's (i.e., 60-
40).
Task 5 — Quality Management Plan
Scope of work shall include the development of a formal data collection Quality Management
Plan (QMP). The QMP shall address data quality control for data collection as well as quality
acceptance by City staff.
Task 6 — Treatment History Update
Harris will review the City provided records, databases, maps, and plans to obtain as much
pertinent information as possible on any newly constructed or rehabilitated streets within the
City. This data should include the following, if available:
- Maintenance history and capital improvement projects since last update
- Identification of any Maintenance Zones
- Functional classification (i.e., arterial, collector, local)
- Current improvement strategies and unit costs
The maintenance history update will be an integral part in establishing the Pavement Condition
Index for those streets that recently underwent rehabilitation.
Task 7 — Pavement Management Data Entry and PCI Calculations
Once all field reviews have been completed all findings will be entered into a Pavement
Condition Index (PCI) and pavement rehabilitation treatment will be generated for each street
surveyed after the data entry has been completed.
Upon completion of the data entry tables will be generated showing each street section and its
current PCI. The PCI is presented using a scale of 0 to 100, where 0 is the worst condition and
100 is the best condition.
An electronic copy of the updated Streetsaver database will be provided to the City.
Task 8 — Define Repair/Rehabilitation Strategies
Following review of the pavement condition inventory data, the various repair/rehabilitation
strategies will be discussed. Harris will review the City's existing repair and rehabilitation
strategies, and assist the City with development of cost effective preventative maintenance,
repair, and rehabilitation strategies.
LA #4822-4623-2581 vI M
The strategies will be developed based on road class, type of surface and specific needs of the
City. The task will deliver recommended strategies that are based upon the selection of
appropriate activities, unit costs, and life cycles for the City.
Task 9 — Develop 6 -Year Capital Improvement Plan
Once the repair/rehabilitation strategies have been defined, Harris will identify the recommended
maintenance and rehabilitation projects for all streets over a 6 -year period. The recommended
projects would be identified on the basis of several criteria: cost/benefit analysis, present
pavement conditions, current and unconstrained funding levels, future routine and major
maintenance needs based on projected deterioration rates, and desired levels of service.
The primary emphasis of this task is to maximize the programming of street maintenance
projects using the most cost-effective maintenance strategies available, and taking into account a
life cycle cost analysis of each strategy recommended.
Following this analysis, project lists would be generated for four (4) funding levels
- Unconstrained Funding Level;
- Zero Funding Level;
- City's Current Projected Funding Level; and
- Harris' recommended funding level for the City.
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 conditions and future rehabilitation costs, in addition to showing the
total backlog of street maintenance work.
The funding scenarios will be rerun once based on the City's comments on the Draft Report.
Task 10 — Final Report
Harris will prepare an executive summary report that will summarize: the objectives for a sound
pavement management program; the field data collection techniques and data necessary to
generate a reliable pavement management program; the assessment and evaluation results; and
present condition of streets evaluated and rehabilitation and maintenance strategies proposed.
Harris will also provide our conclusions and recommendations within the executive summary.
The Pavement Management Program Report will provide a summary of the findings from the
condition survey with the corresponding recommendations for the implementation of a cost
effective maintenance program.
The report will be prepared in a format that will utilize the information gathered and analyses
performed by Harris during the course of the project. The report will provide the City with
information on:
LA #4822-4623-2581 v N
- Current pavement conditions shown in tabular format (best to worst condition) and
graphical format for all street classifications and surface types, in order to establish user -
benefit relationships
- Recommended maintenance and rehabilitation strategies
- 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 seven year period
Priority projects that should be scheduled for immediate maintenance, based on existing
conditions
An analysis that allows the City to measure and understand the impact on and cost of
deferred maintenance for the City street network
Deliverable: Pavement Management Report (1 hard copy, 1 electronic copy)
Streetsaver pavement data on CD -Rom
Task 11 — PMP Software and Staff Training
Software
Scope and fee includes procurement and implementation of the latest version of MTC's
Streetsaver PMP Program Online Version 9.0. Program cost are based on an annual subscription
fee. Support and use of the Streetsaver program will be limited to those included in the annual
subscription agreement with MTC and no additional warranty or support will be allowed
therefore.
Software Training
Harris' project manager will provide 12 hours of training sessions in the operation of the
Pavement Management Program and system procedures. The software operation training will
cover pavement section definition, data collection, pavement conditions surveys, data
entry/editing, database calculations, budge needs/analysis, report generation and database
management. Training topics may be added or subtracted within the scope of the hours allotted
to this task.
A workbook will be handed out as part of this training. The City will provide facilities for this
training. Harris can provide a computer projector for lecture -style training. Otherwise, the City
will provide a training facility with as many computers the City deems necessary for attendees.
Field Survey Training
Harris will conduct one half day pavement condition survey training workshop. This workshop
will focus on data collection methods, pavement distress identification, and field data entry. It is
LA #4822-4623-2581 v1 0 0
expected that a portion of this workshop will be conducted in a classroom, with the majority of
the training held in the field. Field training will be conducted as Harris technicians conduct the
projects field ratings.
Training is needed for City personnel to operate the system independently after implementation
of the Pavement Management System.
Task 12 — Sidewalk Inventory
The City is interested in conducting an evaluation of various concrete distresses for existing
sidewalks. Based on discussions with City staff, it is assumed that 20% of the City's 75 miles
(15 miles) of roadways have existing PCC sidewalks. Taking inot account both sides of the
street, it is assumed that up to 30 miles of sidewalk will be reviewed and evaluated as part of this
project. During the course of this project, if it is determined that the quantity of sidewalk to be
reviewed is more than 5% greater than the 30 miles assumed here, additional scope and fee will
need to be negotiated for the additional areas prior to completion of the sidewalk inventory.
The approach presented in this proposal includes data collection using a manual method, where
sidewalk data is documented on paper worksheets and then entered into a MS Excel spreadsheet
in the office. The deliverable to the City will be a MS Excel spreadsheet which can be sorted by
location (street and address) or distress type.
Harris will develop an inventory guideline that will be used to conduct the concrete distress field
inspections. The guideline will detail the information to be collected for sidewalks, and
procedures for handling anomalies. The guidelines will be reviewed and approved by the City
prior to commencing any fieldwork. Incorporated into the guidelines will be the data collection
worksheets that will be filled out by each field technician. The guidelines will be used as part of
the quality control effort for fieldwork. These guidelines will be critical for perpetuating the data
in the future.
Preliminary Concrete distresses to be included in the guidelines may include the following:
- Vertical displacements greater than %2"
- Cracks larger than %2"
- Curb and gutter: lifted and/or depressed curb and gutter, areas of ponding, etc.
- Need for root pruning
- Severity, prioritization, and recommendation of concrete deficiencies
- Severely cracked or broken PCC improvements
Harris' project manager will QC inspection work completed by inspectors at 25% and 100%
completion of field inspection. A total of 5% of the sidewalk distress inventory will be reviews
for quality. This step helps confirm that inspections are accurate and the methodology is
consistent between inspection crews. Additional QC measures will be performed during the
office data entry process to determine if the field collected data is being accurately entered into
the MS Excel spreadsheet.
LA #4822-4623-2581 v
Harris & Associates will provide a brief evaluation of the sidewalk data collected for this project
in an executive summary. Supporting field collected data and an opinion of probable
replacement costs will be provided. A formal report outlining sidewalk repair strategies and
budget scenarios is not anticipated.
LA #48224623-2581 v n
EXHIBIT "B" SCHEDULE OF PERFORMANCE
It is anticipated that the scope of work outlined above will take approximately 6 weeks to
complete from the formal notice to proceed (NTP). The project is expected to be concluded by
February 28, 2013. A formal schedule will be provided at the project kick-off meeting and may
be adjusted based on input from City staff.
LA #4822-4623-2581 vl R
EXHIBIT "C" COMPENSATION
See Attached
In addition to the attached compensation table, the total compensation for the
Services shall not exceed $32,000.00, as provided in Section 2 of this Agreement.
BUDGET AND AUTHORIZATION
The table below provides a breakdown of hours, assignments, and budgeting for the work
program. The total funding requested under this Agreement is $31,880. The request is
based upon project information provided to Harris & Associates and does not account for
any additional fluctuations that may occur in the work program through the remainder of
the project. Please indicate your acceptance of this work program by signing the
approval line below and returning the original to us.
LA #4822-4623-2581 v
Description
QC
Manager
Project
Mann er
Engineering
Technician
PMP Total by
Software Task
$200/hr
$175/hr
$80/hr
Task I
Project Orientation
2
4
$670
Task
Meld Review and Inventory12
88
$9,140
Task
Photo Documentation
24
$1,920
"Task 4
Identification of Roadway Sections for
Structural Testin
2
1
$430
Task 5
QualityManagement Plan
2
$$750
Task 6
Treatment History Update
2
16
$1,630
Task 7
Pavement Management Data Entry and
PCI Calculations
1
4
28
$3,140
Task 8[Define
Repair/Rehabilitation Strategies
4
2
$860
Task 9
Develop 6 -Year Capital Improvement Plan
8
12
$2,360
Task 10
Final Report
2
4
16
$2,380
Task 11
PMP Software mid Staff Training
4
20
$1,50C $3,800
Task 12
Sidewalk Inventory 30 Miles Max.
1
8
40
$4,800
-Total
Hours per Staff
6
52
251
Total for Pavement Management System
$1,200
$9,100
$20,080
$31,880
Totn1 fu..Sum
Not-to-Esceed Cost
531,880
LA #4822-4623-2581 v
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Community Development Department
9701 Las Tunas Drive
Temple City, California 91780
Attn: Robert Sahagun
Facsimile: (626) 285-8192
Harris & Associates
34 Executive Park, Suite 150
Irvine, CA 92614
Attn: Randall Bliss
LA. 048224623-2581 v1 20
EXHIBIT "E" BONDS REQUIRED
None Required
LA #4822-4623-2581 v I 21
EXHIBIT "E" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE _ GENERAL LIABILITY. PRODUCTS/COMPLETED
OPERATIONS HAZARD. COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liability Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liability Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
LA #4822-4623-2591 v1 22
(4) Contractual General Liability Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA 44822-4623-2581 V1 23