HomeMy WebLinkAboutC-2884 - Consultant Agreement for Pavement System for Master Plan StreetsPORD. CERTI
PRODUCER
AMERICAN INSURANCE AGENCY INC
(708) 825-0111
720 GARDEN STREET
PARK RIDGE IL 60068
IMS INFRASTRUCTURE MANAGEMENT
SERVICES SUITE 117
3350 SALT CREEK LANE
Alca-INGTON HEIGHTS—IL-60005
msUi DAM 0oQAVDffY)
5/12/92
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
COMPANY A
LETTER
COMPANY B
COMPANY
UTTER C
COMPANY D
LETTER
.......................
COMPANY
LETTER E
COMPANIES AFFORDING COVERAGE
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
.................. ........................... ......................... .......................................... .......................... ...................................................................................................................
POLICY EFFECTIVE :POLICY EXPIRATION
TYPE OF INSURANCE POLICY NUMBER
DATE PAVJDDNY) DATE (MMA)DA'Y) LAMM
A GENERAL LIAORM
CBP6067413
7/01/91
7/01/92
GENERAL AGGREGATE
:61000, 000
X COMMERCIAL GENERAL uAoLrry
.................... ...............................
PRODUCTSOOMPIOP AGG.
......
$
CLANS MADE, X OCCUR.
....................... I ................. I ......
PERSONAL& ADV. MWURY
.......................................
.41000 0 0 0
1
:.......:OWNER'S & CONTRACTWS PROT-
................................................
EACH OCCURRENCE
................... .. .. .......
sl000
................. .......................
...................................................................
RREDAMAGEVM"llM)
......
S50,000
............ I ................. -, ..............
WED.EQENSE "MMwlwq:
. ........... ..... I.....................
$5, 000
B. AUTOMOBILE LIABILITY
56CPB6067413
7T01/91
7/701 92
COMBINED SINGLE
ANY AUTO
LIMIT
10
..........
ALL OWNED AUTOS
......... -, ........................ ............
UODflLY INJURY
......
SCHEDULED AUTOS
(pff Pa )
X HIRED AUTOS
.........................................
BODILY gluuRY
........................................
........
X 1 NON OMED AUTOS
..........
IF* socklm,
S
GARAGE LIABILITY
................................................
..................... .......
PROPERTY DAMAGE
C. EXCER UABLnT
CLX6067413
7/01/91
7/01/92
EACH OOCURR64CE
.55000,000
UMBRELLA FORM
AGGREGATE
:65000,000
OTHER THAN UMBRELLA FORM
DI WOMERS COMPENSATION
5 6 W 8793801
7/01/91
7/01/92
X STATUTORY umrrs
_....... .....I._ ...
... . ...... .........
AM
EACH ACCIDENT
..............
:DISEASE -POLICY LIMI r
4'DLJ
5
EMPLOEMPLOYERS' LUUI�
............... I ........................... I ..
...... ..........
DISEASE -EACH EMPLOYEE
st;nn n n n
DEDCRIPIDON Of OPERATIONSAAMATIONSIVEMICLESWECIAL ITEMS
CERTIFICATE HOLDER INCLUDED AS ADDITIONAL INSURED FOR WORK PERFORMED BY THE
CAPTIONED INSURED 7
I -09,d- I
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
CITY OF NEWPORT BEACH CALIF
P 0 BOX 1768 MAIL 30 DAYS WRIT-M. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
ilil� LEFT. PK rATLURE To MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
3300 NEWPORT BOULEVARD LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGE OR REPRESENTATIVES.
NEWPORT BEACH CA 92 8 AUTHOVAMD REPRESENTATIVE AGENTS
... .. ... E T PEPICH AN AeLyll
4A
Page 13
CITY OF NEWPORT BEACH
AUTOMOBILE LIABILITY INSURANCE ENDORSEMENT
It is agreed that;
I. With respect to such insurance as is afforded by the policy for Automobile Liability,
the City of Newport Beach, its officers and employees are additional insureds but only
with respect to liability for damages arising out of the ownership, maintenance or use
of automobiles (or autos) used by or on behalf of the named insured in connection with
the contract designated below. The insurance extended by this endorsement to said
additional insured does not apply to bodily injury or property damage arising out of
automobiles (1) owned by or registered in the name of an additional insured, or (2)
leased or rented by an additional insured, or (3) operated by an additional insured.
The insurance afforded said additional insured(s) shall apply as primary insurance and
no other insurance maintained by the City of Newport Beach shall be called upon to
contribute with insurance provided by this policy.
2. The policy includes the following provision:
"The insurance afforded by the policy applies separately to each insured who is seeking
coverage or against whom a claim is made or suit is brought, except with respect to the
limits of liability of the company affording coverage."
3. The limits of liability under this endorsement for the additional insureds named in
Paragraph 1, of this endorsement shall be the limits indicated below for either Multiple
Limits or Single Limit:
( ) Multiple limits
Bodily injury Liability
Bodily Injury Liability
Property Damage Liability
(X) Combined Single Limit
Bodily Injury Liability
and
Property Damage Liability
r person
$ per accident
S
S 1,000,000
The limits of liability as stated in this endorsement shall not increase the total
liability of the company affording coverage for all damages as the result of any one
accident or occurrence in excess of the limits of liability stated in the policy as
applicable to Automobile Liability Insurance.
4. Should the policy be non - renewed, cancelled or coverage reduced before the expiration
date thereof, the Issuing Company shall provide 30 days' advance notice to the City of
Newport Beach by registered mail, Attention: Public Works Department,
5, Designated Contract; P.M. SYSTEM FOR MASTER PLANNED-
(project A
�e lit le and Contract No.)
This endorsement is effective 05/01/92 at 12:01 A.M. and forms a part of
Policy No. CBP6067413 of
(Company A ford ng Coverage)
Insured IMS - INFRASTRUCTURE MANAGEMENT SERVICEEndorsement No,
Producer THE AMERICAN INSURANCE AGENCY, INC. By 2�)z e�
AuttMzed ReplreSentatlye E.T.PEPICH
• Page 14
CITY OF NEWPORT BEACH
GENERAL LIABILITY INSURANCE ENDORSEMENT
It is agreed that:
1. With respect to such insurance AS is afforded by the policy for General Liability, the
City of Newport Beach, its officers and employees are additional insureds, bur, only with
respect to liability arising out of operations performed by or on behalf of the named
insureds in connection with the contract designated below or acts and omissions of the
additional insureds in connection with its general supervision of such operations. The
insurance afforded said additional insured(s) shall apply as primary insurance and no
other insurance maintained by the City of Newport Beach shall be called upon to
contribute with insurance provided by this policy.
2. The policy includes the following provision:
"The insurance afforded by the policy applies separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of liability of the
company affording coverage.
3. The insurance afforded by the policy for Contractual Liability Insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability
assumed by the named insured under the indemnification or hold harmless provision con-
tained in the written contract designated below, between the named insured and the
City of Newport Beach.
4. With respect to such insurance as is afforded by this policy, the exclusions, if any,
pertaining to the explosion hazard, collapse hazard and underground property hazard
(commonly referred to as "XCU" hazards) are deleted.
5. The limits of liability under this endorsement for the additional insured(s) named in
Paragraph 1. of this - endorsement shall be the limits indicated below written on an
"Occurrence" basis:
(X) Commercial ( ) Comprehensive
General Liability S 1,000,000 each occurrence
S 11000,000 aggregate
The applicable limit of Contractual Liability for the company affording coverage shall
be reduced by any amount paid as damages under this endorsement in behalf of the
additional insured(s).
The limits of liability as stated in this endorsement shall not increase the total
liability of the company affording coverage for all damages as the result of any one
occurrence in excess of the limits of liability stated in the policy as applicable to
General Liability.Insurance•.
6. Should the policy be non - renewed, cancelled or coverage reduced before the expiration
date thereof, the Issuing Company shall provide 30 days' advance notice to the City of
Newport Beach by registered mail, Attention: Public Works Department.
7. Designated Contract: P.M. SYSTEM FO
ro ect t e an ontract No.
This endorsement is effective 05/01/92 at 12:01 A.M. and forms a part of
Policy No
CBP6067413
of
Company A or ing overage
Insured _IMS — INFRASTRUCTURE MANAGEMENT SERVIC indorsement No.
Producer THE AMERICAN INSURANCE AGENCY, INC By
Autnorizea RepresentativeE. T. PEPICH
rhea ff
0 0
CITY OF NEWPORT BEACH
OFFICE OF THE CITY CLERK
P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915
(714) 644 -3005
COX
TO: FINANCE DIRECTOR
FROM: CITY CLERK
DATE: May 19, 1992
SUBJECT: Contract No. C -2884
Description of Contract Consultant Agreement for Pavement
Management System for Master Plan Streets
Effective date of Contract May 19, 1992
Authorized by Minute Action, approved on May 11, 1992
Contract with Infrastructure Management Services
Address 1211 W. Imperial Highway, Suite 216
Brea. CA 92621
Amount of Contract $40,250.00
" ee
Wanda E. Raggio
City Clerk
WER:pm
Attachment
3300 Newport Boulevard, Newport Beach
May 11, 1992
MAY I 1 1992 CITY COUNCIL AGENDA
ITEM NO. F -3(b)
TO: City Council APPROVED
FROM: Mayor and Members the of City Council
SUBJECT: PAVEMENT MANAGEMENT SYSTEM FOR MASTER PLAN STREETS
(C -2884)
TION:
Authorize the Mayor and the City Clerk to execute a
Consultant Agreement with Infrastructure Management
Services (I.M.S).
RECOMMENDA
DISCUSSION:
One of the provisions of Measure M, Orange County Local
Transportation Authority (LTA) Ordinance No. 2, states that local
jurisdictions must adopt and maintain a Local Pavement Management
Plan. Said plan shall include the following components:
. 1. Inventory of existing pavements including, as a
minimum, arterial and collector routes reviewed
and updated biennially
2. Assessment of pavement condition including, as a
minimum, arterial and collector routes updated
biennially
3. Identification of all sections of pavement needing
rehabilitation or replacement
4. Determination of budget needs for rehabilitation
or replacement of deficient sections of pavement
for current and following biennial period(s)
5. Submission of a Local Pavement Management Plan
The LTA requires a biennial self- certification by the
City Council as a condition to obtain and maintain eligible
status for the following years' local turn -back retail tax
• revenues.
City staff has historically performed components 1, 2
and 3 listed above on an annual basis with personnel from the
Public Works and General Services Departments. With this annual
review and Staff's long term knowledge of traffic, pavement and
subgrade conditions throughout the City, our historical
assessment procedure has adequately served to identify and
prioritize street maintenance needs throughout the City.
Subject: Pavement
(C -2884)
May 11, 1992
• Page 2
0
0
Management Services for Master Plan Streets
However, the following factors are now causing Staff to
re- evaluate the City's street maintenance evaluation procedures:
1. Size of street network - The City's street network
includes approximately 185 centerline miles, 35 of
which are included in the City's Master Plan of
Streets and Hiahways. This network is becoming
larger each year, thus lending itself to the most
recent electronic techniques for surveying,
analyzing and budgeting pavement maintenance.
2. Complexity of street sections - The network is no
longer ribbons of original concrete or asphalt
construction, but second generation amalgamations
of concrete pavements overlaid with asphalt,
realignments, diversified subgrades, etc., which,
of increasing complexity, lends itself to
electronic survey, analysis and budget preparation
• for pavement maintenance.
3. Staff changes - City staff who have the most
experience maintaining the City's original street
networks are nearing retirement age, or may have
left City service, etc., thereby also removing
their personal knowledge of pavement and subgrade
histories from our Staff database.
4. Computerization - The City is installing a geobase
information system (GIS) into its computerization
plan. The GIS will allow traffic, pavement and
subgrade parameters to be stored, retrieved and
manipulated for each segment of street.
Computer programs and pavement testing are also
available which can assist Staff to assess
pavement conditions today and into the future; to
document pavement deterioration rates; to prepare
hard -copy reports for pavement and maintenance
budgeting; to readily compare pavement maintenance
• costs given various "what if" scenarios; etc. In
a sense, these programs and tests allow Staff to
recommend pavement maintenance procedures which
may be considered "preventive ", rather than
"reactive ", and these preventive procedures can
result in substantial savings in total pavement
maintenance costs.
r
Subject: Pavement Management Services for Master Plan Streets
(C -2884)
May 11, 1992
• Page 3
5. External Forces - City Staff is more frequently
applying to outside sources, such as Caltrans or
the LTA, to provide funds for street and highway
improvements. These sources seem to be
gravitating toward the position that applying
agencies should establish their disposition of
street maintenance funds according to well
documented pavement management procedures. Staff
feels that these procedures will eventually
include mandatory data collection, analysis and
report preparation by electronic apparatus.
Accordingly, Staff has requested proposals to establish
a computerized pavement maintenance system upon City streets
included in the Master Plan of Streets and Highways. Of the
three responding firms, Infrastructure Management Services
(IMS),headquartered in Arlington Heights, Illinois, with a branch
office in Brea, CA, appears most qualified to serve the City.
IMS's proposal includes the following services:
• A. Project Initiation - obtaining traffic counts,
pavement sections, construction plans, etc. from
City files.
B. Data Collection - preparing a computerized,
historic database of the City's Street system;
conducting environmental and surface condition
surveys of street pavements using visual and Laser
Road Surface Tester to quantify roughness,
rutting, cracking and texture; evaluating pavement
and subgrade strengths using a Dynaflect machine
to measure pavement deflections, and providing
C. Analysis - compiling alternative pavement
management strategies and projected cost estimates
based upon:
1. maintaining the pavement system at its
current average system -wide condition
• 2. achieving a prescribed level of performance
of the system
3. using a specified maintenance expenditure
allowed by the annual City budget
Subject: Pavement Management Services for Master Plan Streets
(C -2884)
May 31, 1992
• Page 4
D. Reports - developing hard copy reports through an
iterative and interactive process between City and
IMS staff, plus an executive summary report to
outline the results and recommendations of the
pavement management system.
IMS' proposal includes a computerized disk containing
the City's database file with pavement management data,
recommendations, etc. in a format accepted by the City's IBM
computer system. IMS will analyze various maintenance scenarios
during the first year at no additional costs; however, after the
first year, additional scenarios may be developed for $200 per
three scenarios.
The proposal assumes that IMS will core 20 pavements
and test, analyze and report upon 1430 street sections throughout
the City. IMS' fee is not to exceed $40,250 unless the City
requests additional street sections, pavement cores, or
additional services. Funds are included in the current Gas Tax
2107 budget for this project under Account No. 7183 - 3130028.
City staff must compile construction and maintenance
records for Master Plan streets; provide input regarding
acceptable pavement maintenance strategies, annual budget
scenarios and report preparation; and furnish an arrow board
truck (with driver) during testing of heavily traveled streets
(approximately 1 week).
Pavement management consultants typically make their
PMS software available for purchase and direct application by
their clients. In the City's case, that software would cost
approximately $16,000. City Staff feels that inasmuch as we are
in the midst of office automation and the City's IBM computer
network is not yet completed for GIS application, we should delay
the PMS software purchase until some later date. Also, at some
later date Staff may request that local streets be tested,
analyzed, and included into the PMS database, if that effort and
expense is deemed appropriate.
•
V K4
Benjamin B. Nolan
Public Works Director
LD:so
THIS AGREEMENT, entered into this Zj@g;�day of
1992, by and between City of Newport Beach , a nicipa1
corporation (hereinafter referred to as "CITY "), and Infrastructure
Management Services, whose address is 1211 W Imperial Highway,
Suite 216, Brea, California 92621 (hereinafter referred to as
"CONSULTANT "), is made with reference to the following:
RECITALS
A. CITY is a municipal corporation duly organized and
validly existing under the laws of the State of California with the
power to carry on its business as it is now being conducted under
the statutes of the State of California and the charter of CITY.
B. The principal members of CONSULTANT are Donald L. Hardt,
President, and Nathan C. Johnson, Project Manager.
C. CITY desires to engage CONSULTANT to provide "Pavement
Management System for Master Plan Streets" upon the terms and
conditions contained in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the
undersigned parties as follows:
1. TERM
The Term of this Agreement shall commence on the day of
execution shown above and shall terminate upon the completion of
all services to be performed unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
CONSULTANT shall perform the tasks set forth in Exhibit "A ",
attached hereto and incorporated herein by this reference.
3. COMPENSATION TO CONSULTANT
CONSULTANT shall be compensated for services performed
pursuant to this Agreement in the amount and manner set forth in
Exhibit "B ", attached hereto and incorporated herein by this
reference.
4. STANDARD OF CARE
All of the work shall be performed by CONSULTANT or under
E
CONSULTANT's supervision. CONSULTANT represents that it possesses
the professional and technical personnel required to perform the
services required by this Agreement and that it will perform all
services in a manner commensurate with the community professional
standards. All services shall be performed by qualified and
experienced personnel who are not employed by CITY nor have any
contractual relationship with CITY. The CONSULTANT shall be
responsible to CITY for any errors or omissions in the execution of
this Agreement. CONSULTANT represents and warrants to CITY that it
has or shall obtain all licenses, permits, qualifications and
approvals required of its profession. CONSULTANT further
represents and warrants that it shall keep in effect all such
licenses, permits and other approvals during the term of this
Agreement.
5. INDEPENDENT PARTIES
CITY retains CONSULTANT on an independent contractor basis and
CONSULTANT is not an employee of CITY. The manner and means of
conducting the work are under the control of CONSULTANT, except to
the extent they are limited by statute, rule or regulation and the
express terms of this Agreement. No civil service status or other
right of employment with CITY will be acquired by virtue of
CONSULTANT's services. None of the benefits provided by CITY to
its employees, including, but not limited to, unemployment
insurance, worker's compensation plans, vacation and sick leave,
are available from CITY to CONSULTANT, its employees or agents.
Deductions shall not be made for any state or federal taxes, FICA
payments, PERS payments or other purposes normally associated with
an employer - employee relationship from any fees due CONSULTANT.
Payments of the above items, if required, are the responsibility of
CONSULTANT.
6. COOPERATION
CONSULTANT agrees to work closely and cooperate fully with
CITY's designated project administrator, and any other agencies
which may have jurisdiction or interest in the work to be
performed. CITY agrees to cooperate with CONSULTANT on the
2
project.
7. PROJECT ADMINISTRATOR
CITY's Project Administrator or his authorized representative
shall represent CITY in all matters pertaining to the services to
be rendered pursuant to this Agreement. The Projector Administrator
is Lloyd R. Dalton of the Public Works Department.
8. PROJECT MANAGER
CONSULTANT's Project Manager shall coordinate all phases of
the project and shall be available to CITY at all times. The
CONSULTANT has designated Nathan C. Johnson to be its Project
Manager.
9. TIME OF PERFORMANCE
The task to be performed by CONSULTANT under and pursuant to
this Agreement shall be completed within 90 calendar days from the
above - stated date. CONSULTANT shall receive no additional
compensation if completion of its obligation under this Agreement
requires a time greater than as set forth herein, unless such
extension is caused solely by the conduct of CITY. Each party
hereby agrees to provide timely notice to the other of any
violation occurring under this Section and the cause thereof.
10. CITY POLICY
CONSULTANT shall discuss and review all matters relating to
policy and project direction with the Project Administrator in
advance of all critical decision points in order to ensure that the
project proceeds in a manner consistent with the goals and policies
of CITY.
11. COMPLIANCES AND APPROVALS OF WORK
Work prepared by CONSULTANT shall conply with applicable city,
county, state and federal ordiances, laws, rules and regulations,
and shall be subject to approval of the Project Administrator.
12. PROGRESS
CONSULTANT is responsible to keep the Project Administrator
informed on a regular basis regarding the status and progress of
the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
3
. • •
13. HOLD HARMLESS
CONSULTANT agrees to indemnify, defend, save and hold harmless
CITY, its City Council, boards and commissions, officers and
employees from and against any and all loss, damages, liability,
claims, suits, costs and expenses for damages of any nature
whatsoever, including, but not limited to, bodily injury, death,
personal injury, property damages, attorneys fees and court costs
arising from any and all negligent actions of CONSULTANT, its
employees, agents or subcontracts in the performance of services or
work conducted or performed pursuant to this Agreement.
CONSULTANT shall indemnify and hold harmless CITY, its City
Council, boards and commissions, officers and employees from and
against any and all loss, damages, liability, claims, suits, costs
and expenses whatsoever, including reasonable attorneys' fees,
accruing or resulting to any and all persons, firms or corporations
furnishing or supplying work, services, materials, equipment or
supplies arising from or in any manner connected to CONSULTANT's
negligent performance of services or work conducted or performed
pursuant to this Agreement.
14. INSURANCE
Without limiting CONSULTANT's indemnification of CITY,
CONSULTANT shall obtain and provide and maintain at its own expense
during the term of this Agreement policy or policies of liability
insurance of the type and amounts described below and satisfactory
to CITY. Such policies shall be signed by a person authorized by
that insurer to bind coverage on its behalf and must be filed with
CITY prior to exercising any right or performing any work pursuant
to this Agreement. All insurance policies shall add as insured the
CITY, it selected officials, officers and employees for all
liability arising from CONSULTANT's services as described herein.
Prior to the commencement of any services hereunder,
CONSULTANT shall provide to CITY certificates of insurance with
original endorsements and copies of policies, if requested by CITY,
from an insurance company 1) assigned a Policyholders' Rating B (or
higher) , and 2) certified to do business in the State of
4
California, providing the following coverages:
A. Worker's compensation insurance covering all
employees and principals of Consultant, per the laws of
the State of California;
B. Commercial general liability insurance covering
third party liability risks, including without
limitation, contractual liability in a minimum amount of
$1 million combined single limit per occurrence for
bodily injury, personal injury and property damage. If
commercial general liability insurance or other form with
a general aggregate is used, either the general aggregate
shall apply separately to this project, or the general
aggregate limit shall be at least twice the occurrence
limit;
C. Commercial auto liability and property
insurance covering any owned and rented vehicles of
CONSULTANT in a minimum amount of $1 million combined
single limit per accident for bodily injury and property
damage.
Said policy or policies shall be endorsed to state that
coverage shall not be suspended, voided or canceled by either
party, or reduced in coverage or in limits except after thirty (30)
days' prior notice has been given in writing to CITY. CONSULTANT
shall give to CITY prompt and timely notice of claim made or suit
instituted arising out of CONSULTANT's operation hereunder.
CONSULTANT shall also procure and maintain, at its own cost and
expense, any additional kinds of insurance, which in its own
judgement may be necessary for its proper protection and
prosecution of the work.
CONSULTANT agrees that in the event of loss due to any of the
perils for which it has agreed to provide comprehensive general and
automotive liability insurance, CONSULTANT shall look solely to its
insurance for recovery. CONSULTANT hereby grants to CITY, on
behalf of any insurer providing general and automotive liability
insurance to either CONSULTANT or CITY with respect to the services
5
of CONSULTANT herein, a waiver of any right of subrogation which
any such insurer of said CONSULTANT may acquire against CITY by
virtue of the payment of any loss under such insurance.
15. PROHIBITION AGAINST TRANSFERS
CONSULTANT shall not assign, sublease, hypothecate or transfer
this Agreement or any interest in this Agreement, directly or
indirectly, by operation of law or otherwise without prior written
consent of CITY. Any attempt to do so without consent of CITY
shall be null and void, and any assignee, sublessee, hypothecate or
transferee shall acquire no right or interest by reason of an
attempted assignment, hypothecation or transfer.
The sale, assignment, transfer or other disposition of any of
the issued and outstanding capital stock of CONSULTANT, or of the
interest of any general partner or joint venturer or syndicate
member or cotenant, if CONSULTANT is a partnership or joint venture
or syndicate or cotenancy, which shall result in changing the
control of CONSULTANT, shall be construed as an assignment of this
Agreement. Control means fifty percent (50 %) or more of the voting
power, or twenty -five percent (25 %) or more of the assets of the
corporation, partnership or joint venture.
16. REPORTS
Each and every report, draft, work product, map, record and
other document reproduced, prepared or caused to be prepared by
CONSULTANT pursuant to or in connection with this Agreement shall
be the exclusive property of CITY.
No report, information or other data given to or prepared or
assembled by CONSULTANT pursuant to this Agreement shall be made
available to any individual or organization by CONSULTANT without
prior approval by CITY.
CONSULTANT shall, at such time and in such forms as CITY may
require, furnish reports concerning the status of services required
under this Agreement.
17. CONFIDENTIALITY
The information which results from the services in this
Agreement is to be kept confidential unless the release of
1.1
0
information is authorized by CITY.
18. RECORDS
CONSULTANT shall keep records and invoices in connection with
its work to be performed under this Agreement. CONSULTANT shall
maintain complete and accurate records with respect to the costs
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. CONSULTANT shall allow inspection of
all work, data, documents, proceedings and activities for a period
of three (3) years from the date of final payment under this
Agreement.
19. CITY'S RESPONSIBILITIES
CITY shall furnish to CONSULTANT base maps, existing studies,
ordinances, present and future (ten year) traffic data and other
existing information as requested by CONSULTANT, and materials in
CITY's possession necessary for CONSULTANT to complete the work
contemplated by this Agreement. CITY further agrees to provide all
such materials, plus one "arrow board" safety vehicle (with driver)
for portions of CONSULTANT's deflection testing program, in a
timely manner so as to not cause delays in CONSULTANT's work
schedule.
CONSULTANT shall receive compensation for extra work
authorized by CITY in an amount as specified by the parties at the
time authorization is given. Extra work shall be prior authorized
in writing by the Project Administrator, and CONSULTANT shall not
be entitled to extra compensation without such authorization.
21. REIMBURSEMENT FOR EXPENSES
CONSULTANT shall not be reimbursed for expenses unless
authorized in writing by CITY.
22. MONTHLY INVOICES
CONSULTANT shall submit invoices to CITY on a monthly basis
for percentages of completed work multiplied by CONSULTANT's fees
7
0 0
contained in Exhibit "B" hereof.
23. PAYMENT OF COMPENSATION
CITY shall make payments to CONSULTANT within thirty (30) days
after receiving a monthly invoice unless CITY disputes the amount
CONSULTANT claims is owed under this Agreement.
24. WITHHOLDINGS
CITY may withhold payment of any disputed sums until
satisfaction of the dispute with respect to such payment. Such
withholding shall not be deemed to constitute a failure to pay
according to the terms of this Agreement. CONSULTANT shall not
discontinue its work as a result of such withholding until a period
of thirty (30) days from the date of withholding has expired.
CONSULTANT shall have an immediate right to appeal to the City
Manager as such disputed sums. The determination of the City
Manager with respect to such matters shall be final. CONSULTANT
shall be entitled to receive interest on any withheld sums at the
rate of ten percent (10 %) per annum from the date of withholding of
any amounts found to have been improperly withheld.
25. TEN PERCENT (10 %) WITHHOLDING
CITY may withhold an amount equivalent to ten percent (10 %) of
the total compensation provided herein, to be released to
CONSULTANT upon completion of all tasks set forth in Exhibit "A ".
CITY reserves the right to refuse to pay all billings requesting
amounts in excess of ninety percent (90 %) of the total compensation
provided herein until the project is completed as specified above.
26. NONDISCRIMINATION BY CONSULTANT
CONSULTANT represents and agrees that CONSULTANT, its
affiliates, subsidiaries or holding companies do not and will not
discriminate against any subcontractor, subconsultant, employee or
applicant for employment because of race, religion, color, sex,
age, handicap or national origin. Such nondiscrimination shall
include, but not be limited to, the following: employment,
upgrading, demotion, transfers, recruitment, recruitment
advertising, layoff, termination, rates of pay or other forms of
compensation and selection for training, including apprenticeship.
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27. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
CITY reserves the right to employ other consultants in
connection with this project.
28. CONFLICTS OF INTEREST
A. CONSULTANT or its employees may be subject to
the provisions of the California Political Reform Act of
1974 (hereinafter referred to as "the Act "), which
(1) requires such persons to disclose financial interest
that may be foreseeable affected by the work performed
under this Agreement, and (2) prohibits such persons from
making, or participating in making, decisions that will
foreseeable financially affect such interest.
B. If subject to the Act, CONSULTANT shall conform
to all requirements of the Act. Failure to do so
constitutes a material breach of contract and is grounds
for termination of this Agreement by CITY.
29. SUBCONTRACTING
A. CONSULTANT shall not subcontract any portion of
the work required by this Agreement without prior
approval of CITY, except as expressly stated herein.
B. Subcontracts shall contain a provision making
them subject to all provisions stipulated in this
Agreement.
30. NOTICES
All notices, demands, requests or approvals to be given under
this Agreement shall be given in writing and conclusively shall be
deemed served when delivered personally or on the second business
day after the deposit thereof in the United States mail, postage
prepaid, registered or certified, addressed as hereinafter
provided.
All notices, demands, requests or approvals from CONSULTANT to
CITY shall be addressed to CITY at:
City of Newport Beach
3300 Newport Boulevard
P. O. Box 1768
Newport Beach, CA 92659 -1768
Attention: Lloyd R. Dalton
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All notices, demands, requests or approvals from CITY to
CONSULTANT shall be addressed to CONSULTANT at:
Infrastructure Management Services
1211 W Imperial Highway, Suite 216
Brea, CA 92621
Attention: Nathan C. Johnson
31. TERMINATION
In the event CONSULTANT hereto fails or refuses to perform any
of the provisions hereof at the time and in the manner required
hereunder, CONSULTANT shall be deemed in default in the performance
of this Agreement. If such default is not cured within a period of
two (2) days after receipt by CONSULTANT from CITY of written
Notice of Default specifying the nature of such default and the
steps necessary to cure such default, CITY may terminate the
Agreement forthwith by giving CONSULTANT written notice thereof.
CITY shall have the option, at its sole discretion and without
cause, of terminating this Agreement with seven (7) days' prior
written notice to CONSULTANT as provided herein. Upon termination
of this Agreement, each party shall pay to the other party that
portion of compensation specified in this Agreement that is earned
and unpaid prior to the effective date of termination.
32. COST OF LITIGATION
If any legal action is necessary to enforce any provision
hereof or for damages by reason for an alleged breach of any
provisions of this Agreement, the prevailing party shall be
entitled to receive from the losing party all costs and expenses in
such amount as the court may adjudge to be reasonable attorneys'
fees.
33. WAIVER
A waver by CITY of any breach of any term, covenant or
condition contained herein shall not be deemed to be a waiver of
any subsequent breach of the same or any other term, covenant or
condition contained herein whether of the same or a different
character.
34. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding
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of every kind or nature whatsoever between the parties hereto and
all preliminary negotiations and agreements of whatsoever kind or
nature are merged herein. No verbal agreement or implied covenant
shall be held to vary the provisions hereon. Any modification of
this Agreement will be effective only by written execution signed
by both CITY and CONSULTANT.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on the day and year first written above.
•/ .,i� i• .Ili. • FORM:
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CITY J �7
By: / -2 '--I^LVYW
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CONSULT �T
By:
EXHIBIT "A"
SERVICES TO BE PERFORMED
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CONSULTANT shall perform the following services in accordance with
CONSULTANT's March 13, 1992 Proposal and April 9, 1992 Addendum
excerpted as follows:
I. Date Collection, per lane block
A. Crack condition survey: includes longitudinal,
transverse, alligator, block, edge, random, slippage and
meandering.
B. Texture measurement
C. Rut depth measurement
D. Ride quality measurement (actual IRI values)
E. Drainage Survey
F. Curb and gutter survey
G. Crown survey
H. Pavement width measurement
I. Street inventory data collection: includes street name,
tent levels, surface type, pavement type, lanes, traffic
(provided by CITY), direction, width, length, area,
functional classification and zone location.
II. Deflection Testing, per lane block
Deflection measurement: includes analysis for base course
properties, subbase properties, load handling characteristics,
load transfer, pavement type measurement, and layer
interaction properties.
III. Coring
Approximately 20 cores may be taken as needed to verify
pavement and base materials and thickness.
IV. Analysis, Report Preparation and Database File
A) Compilations of several pavement management scenarios
based upon present conditions, structural requirements
and cost - benefit analysis.
B) Interactive and interactive preliminary and report
preparation, with an executive summary report to be
developed once the final report is accepted by CITY.
C) Computer disk containing structured database file in
format accepted by CITY's computer system; file
containing all pavement management data, recommendations,
etc. which will be updated by the CITY to record pavement
maintenance procedures.
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EXHIBIT "B"
COMPENSATION TO CONSULTANT
CITY shall compensate CONSULTANT for services performed pursuant to
Exhibit "A ", Services To Be Performed, in accordance with the
following fee schedule:
Item Fee
Surface Environmental and Inventory
Date Collection, per lane block $15.00
Deflection Testing, per lane block $10.00
Pavement Coring, per each $50.00
Analysis, Report Preparation and
Database File, lump sum $3,500.00 **
Total fee to CONSULTANT shall not exceed Forty Thousand Two Hundred
Fifty Dollars ($40,250.00) unless prior written authorization is
given by CITY.
** Pavement management scenario analysis during the first year of
CONSULTANT's services is included in fee; however, after the
first year, fee for additional scenarios shall be $200.00 per
three scenarios.
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