HomeMy WebLinkAboutContracts & Agreements_108-2010_CCv0001.pdf AGREEMENT TO PROVIDE IMAGE BASED ASSET AIND
PAVEMENT MANAGEMENT SERVICES
This agreement for the provision of GIS integrated asset and pavement management,
mapping solutions, and IT consulting ("Agreement"), is made and entered into this 2& day of
July, 2010 ("Effective Date"), by and between the City of Redlands ("City") and Enterprise
Information Solutions ("Consultant"). City and Consultant are sometimes individually referred
to herein as a"Party" and together, as the"Parties."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform GIS integrated asset and pavement
management, mapping solutions and IT consulting services for the City of Redlands (the
"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The Services which Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
this reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and reaala-tions
in the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act, the Fair Employment and Housing Act and all applicable Labor Code
and prevailing wage laws.
ARTICLE 3 - RESPONSIBILITIES OF AGENCY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City-owned property, as
required by Consultant, to perform the Services.
3.3 City designates David Hexem, the Director of City's Innovation and Technology
Department as City's representative with respect to the performance of the Services, and
such person shall have the authority to transmit instructions, receive information,
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interpret and define City's policies and decisions with respect to performance of the
Services.
ARTICLE 4- PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner from time to time
as requested by City.
4.2 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Extra Services" means any work which is determined
necessary by City for the proper completion of the project or work for which the Services
are being performed, but which the Parties did not reasonably anticipate would be
necessary at the time of execution of this Agreement. Provided the Extra Work does not
exceed twenty percent(20%) of the compensation to be paid by City to Consultant for the
f Services, such Extra Work may be agreed to by the Parties, by written amendment to this
Agreement, executed by City's City Manager. Consultant shall not perform, nor be
compensated for, Extra Work without such written authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Forty Eight Thousand Dollars ($48,000). City shall pay Consultant on a time
and materials basis up to the "not to exceed" amount in accordance with Exhibit "B,"
entitled "Fee Schedule" which is attached hereto and incorporated herein by this
reference.
5.2 Consultant shall submit an invoice to City describing the Services performed upon the
completion of Services. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by wham, and a description of reimbursable expenses, if any. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice,provided the Services reflected in the invoice were performed to the
reasonable satisfaction of City in accordance with the terms..of this Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
City Consultant
David Hexem, Director Jason Dong
Department of Innovation and Technology Vice President
City of Redlands Enterprise Information Solutions
35 Cajon Street 9002 Red Branch Road
P.O. Box 3005 (mailing) Columbia, MD 21045
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
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Changes may be made in the names and addresses of the person to who notices and payments are
to be given by giving notice pursuant to this section 5.3.
ARTICLE 6 -INSURANCE AND INDEMNIFICATION
6.1 Certificates and Endorsements. All insurance required by this Agreement shall be
maintained by Consultant for the duration of its performance of the Services. Consultant
shall not perform any Services unless and until all required insurance listed below is
obtained by Consultant. Consultant shall provide Agency with certificates of insurance
and endorsements evidencing such insurance prior to commencement of the Services.
All insurance policies shall include'a provision prohibiting cancellation of the policy
except upon thirty(30) days prior written notice to City.
6.2 Workers Compensation and Employer's Liability. Consultant shall secure and maintain
Workers Compensation and Employer's Liability insurance throughout the duration of
this Agreement in accordance with the laws of the State of California, with an insurance
carrier acceptable to City.
6.3 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold
harmless City and its elected officials, employees and agents from and against any and all
claims, losses or liability, including attorneys fees, arising from injury or death to
persons or damage to property occasioned by Consultant's and its officers', employees'
and agents' sole negligent acts or omissions in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services
without the express prior written consent of City. In the event of agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured and provide City with the insurance endorsements required by this
Agreement prior to the performance of any Services by the assignee. Assignment does
not include printing or other customary reimbursable expenses that may be provided for
in this Agreement.
6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in
force throughout the term of this Agreement comprehensive general liability insurance
with carriers acceptable to City. Minimum coverage of One Million Dollars($1,000,000)
per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability,
property damage and personal injury is required. Agency shall be named as an additional
insured. Such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.6 Professional Liability Insurance. Consultant shall secure and maintain professional
liability insurance throughout the term of this Agreement in the amount of One Million
Dollars(51,000,000)per claim made.
6.7 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence,
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combined single limit for bodily injury liability and property damage liability. This
coverage shall include all Consultant owned vehicles used in connection with
Consultant's provision of the Services,hired and non-owned vehicles, and employee non-
ownership vehicles. City shall be named as an additional insured. Such insurance shall
be primary and non-contributing to any insurance or self insurance maintained by City.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of the Services, and shall not acquire any
interest, direct or indirect, in any other source of income, interest in real property or
investment which would be affected in any manner or degree by the performance of
Consultant's Services. Consultant further covenants and represents that in the
performance of its duties hereunder,no person having any such interest shall perform any
Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements by the City;
(iii) authorizing the City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design,report, study or similar item;
(vi) adopting, or granting City approval of,policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in
making a governmental decision or otherwise perform the same or substantially all the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code section
87302.
7.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
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Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. In the event any action is commenced to enforce or interpret any of the
terms or conditions of this Agreement the prevailing Party shall, in addition to any costs
and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees
for the use of in-house counsel by a Party.
8.2 Prohibition Against Assignment. Consultant shall not assign any of the Services, except
with the prior written approval of City and in strict compliance with the terms, and
conditions of this Agreement.
8.3 Documents and Records, All documents, records, drawings, designs, cost estimates,
electronic data files, databases and other documents developed by Consultant in
connection with its performance of the Services, and any copyright interest in such
documents, shall become the property of City and shall be delivered to City upon
completion of the Services, or upon the request of City. Any reuse of such documents,
and any use of incomplete documents, shall be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this. Agreement an
independent contractor and should perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Consultant or
any of Consultant's employees, except as herein set forth. Consultant shall supply all
tools and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any personnel
retained by it be deemed to have been employed by City or engaged by City for the
account of, or on behalf of City, Consultant shall have no authority, express or implied,
to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have
any authority, express or implied, to bind City to any obligation.
8.5 Termination.
A. This Agreement shall terminate upon the completion and the acceptance-by-City---
of the Services; unless earlier terminated, as provided for below.
B. This Agreement may be terminated by City, in its sole discretion, by providing
five (5) business days prior written notice to Consultant (delivered by certified mail,
return receipt requested) of City's intent to terminate.
C. If this Agreement is terminated by City, an adjustment to Consultant's
compensation shall be made, but (1) no amount shall be allowed for anticipated profit or
unperformed services, and (2) any payment due Consultant at the time of termination
may be adjusted to the extent of any additional costs to City occasioned by any default by
Consultant.
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D. Upon receipt of a termination notice, Consultant shall immediately discontinue its
provision of the Services and, within five (5) days of the date of the termination notice,
deliver or otherwise make available to City, copies (in both hard copy and electronic
form, where applicable) of any data, design calculations, drawings, specifications,
reports, estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
8.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices,
accounts and all other records and documents evidencing costs and expenses related to
the Services for a period of three(3)years, or for any longer period required by law, from
the date of final payment to Consultant pursuant to this Agreement. Such books shall be
available at all reasonable times for examination by City at the office of Consultant.
8.7 Entire Agreement/Amendment. This Agreement, including the Exhibits incorporated
herein by reference, represents the entire agreement and understanding between the
Parties as to the matters contained herein, and any prior negotiations, written proposals or
verbal agreements relating to such matters are superseded by this Agreement. Any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
8.9 Severability. If one or more of the sentences, clauses, paragraphs or sections contained in
this Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate any of the remaining sentences, clauses,
paragraphs or sections contained herein, unless to do so would deprive a Party of a
material benefit of its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
THE CITY OF REDLANDS
By: �
Pat Gilbreath, Mayor
Attest:
Sarn Irwin, City Clerk
Enterprise Information Solutions
By:_
Rick Garrett, Vice Prdsident of Finance
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3.1 Forward Perspective and Right of Way images
Enterinfo will capture forward perspective and right of way images using a six-camera system. The six-camera
system will be composed of one high definition ImperX 11 Megapixel(4000x2672)resolution iPX11 M5 camera
to capture the center forward roadway Image and five(5)Sony DFW-SX910 1.2 Megapixel(1280x960)
resolution cameras for capturing the road side or reverse direction Images.
Here following Is a diagram showing the proposed right-of-way camera system with 3 cameras pointing forward
and 3 cameras pointing backward.
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Here following is a sample of the images from the 11 Megapixel camera magnified to different levels to show
the overall picture as well as the details captured from this camera:
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The right-of way Images are clear enough to Identify 1/8 Inch cracks and collect various assets such as
guardrails,guardrail terminals,signs,pavement markings and unpaved shoulders.
3.2 Development and Implementation of a Pavement Management System
3.2.1 Pavement Management Software
Enterinfo will provide one copy of eRoadinfo Pavement software that can display the Images collected,with the
associated pavement database record and the distress rating result. The software will allow user to Increment
ahead and/or back one frame at a time or playing forward or backward like a VCR. The eRoadinfo software is
WindowsXPNEsta compatible software that can run as a stand-alone system or as an ArcGIS extension. It is a
user-friendly point and click system that allows the easy review of all the data collected easily. Here following
is a screenshot of the eRoadinfo software(ArcGiS Extension)that shows a fully GIS Integrated data viewing
envircnment.
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3.2.2 Pavement Distress Evaluation
Enterinfo will evaluate all pavement distress In accordance to using the forward and downward images
according to the manual.Types of distress to be collected are In accordance with the Strategic Highway
Research Program(SHRP)Long Term Pavement Performance(LTPP)Distress Identification Manual and with
the U.S.Army Corps of Engineer MlcroPAVER manual.
For each 0.1-mile pavement segment,Enterinfo evaluators will identify all the distresses that are present on the
pavement segment and assign the severity and quantity value.
The distress types will include alligator cracking, base failure/settlement,bleeding,block cracking,bumps/sags,
corrugation,edge cracking,Joint reflection cracking, lane shoulder drop,longitudinal cracking,patching,
polished aggregates,potholes,transverse and thermal cracking,rutting,raveling,shoving,slippage cracking,
wheel path cracking,and drainage for flexible pavements.
The distress types will include comer breaks,joint seal condition,spalling of transverse joints,spallfng of
longitudinal joints,transverse cracking,longitudinal cracking,divided slabs,blowups,patch,asphalt path, etc.
for rigid or PCC pavements. The distress severity ratings will be categorized based on the distress-rating
manual. The quantity will be rated based on the specified unit.
3.2.3 Pavement Repair Decision Tree Configuration
Enterinfo will configure a pavement repair decision tree to best suit the customer's pavement preservation
approach.
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3.2.4 3-Year Pavement Repair Plan
Enterinfo will utilize the software to generate a preliminary 3-year pavement repair plan recommendation. It will
be provided to the customer so that end-user can then utilize the eRoadPavement module to further modify the
repair plan to reflect the final decisions.
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3.3 Consulting
Enterinfo will provide a 6 hour over-the-web consulting for the CITY staff on the use of the eRoadPavement
software system.
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4. Cost for Services
Item Products and Services Unit Count Unit Price Sub Total
A Pro ect Setup
Occurrence 1 $--2,0-0--0.00 $2,000.00
B Mobilization from Maryland Tris 0 $5,000,00 $0.00
C ima e Capture Miles Driven 300 $100.00 $30,000.00
D Pavement Rating Miles 300 $40.00 $12,000.00
E eRoadlnfo Pavement Module License 1 $3.000-00'. $3.000
F Pavement Decision Consulting Occurrence 8 $125.00 $1,000.00
Grand Total $48,000.00
EXHIBIT `B'