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HomeMy WebLinkAbout2012 CON Bucknam Infrastructure Group - Street Sign Inventory / Pavement Management SoftwareAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND BUCKNAM INFRASTRUCTURE GROUP, INC. THIS AGREEMENT is entered into this 16th day of October, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Bucknam Infrastructure Group, Inc., an engineering firm with emphasis on infrastructure (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to conduct the street sign inventory. WHEREAS, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services listed as Tasks 1, 2 and 3, as set forth and described in the attached Exhibit "A", and if additional funds are available, may perform services listed as Optional Task 2a, 4, 5 and 6 as set forth and described in the attached Exhibit "A" as funding allows. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the 1 City's Standard Agreement-2011 revision compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Barbara A. Tipton hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Peter Bucknam thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed on Tasks 1, 2, and 3 as described in Exhibit "A". If additional funds are available, Optional Tasks 2a, 4, 5 and 6 may be added and compensation shall be based on monthly billings covering actual work performed, as also described in Exhibit "A". The total cost for all work on Tasks 1, 2 and 3 described in Exhibit "A", shall not exceed the amount of $53,771.00 without prior written authorization from the City Engineer. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement expires upon completion of tasks listed in Exhibit "A", but no later than June 1, 2013. 2 City's Standard Agreement-2011 revision 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 3 City's Standard Agreement —2011 revision 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S) shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 4 City's Standard Agreement —2011 revision 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 5 City's Standard Agreement —2011 revision 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 6 City's Standard Agreement —2011 revision G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attomey's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation, shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 7 City's Standard Agreement —2011 revision 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: 8 City's Standard Agreement —2011 revision To CITY: Stephen Manganiello City Engineer Engineering Department City of National City 1243 National City Boulevard National City, CA 91950-4301 Phone: (619) 336-4380 Fax: (619) 336-4397 To CONSULTANT: Peter Bucknam Bucknam Infrastructure Group, Inc. 3548 Seagate Way, Suite 230 Oceanside, CA 92056 Phone: (760) 216-6529 Fax: (760) 216-6549 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. 9 City's Standard Agreement-2011 revision ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the 10 City's Standard Agreement —2011 revision parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's coiwsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such, advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY PPROVED AS TO FORM: City o ey BUCKNAM INFRASTRUCTURE GROUP, INC. (Corporation— signatures of two corporate officers) By: Peter Bucknam /(7O7fr/ clrTHgN7 (Print) President By: Peter Bucknam �t 74.-! ckb-7A#+l (Print) Secretary 11 City's standard Agreement —2011 revision parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY BUCKNAM INFRASTRUCTURE GROUP, INC. (Corporation—signanver of two corporate officers) By By: (F7�L Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney 11 By: Peter Bucknam (Print) President By: FE"7t L Peter Bucknam (Print) Secretary ✓ C City's Sandra! Agroemant-7AI I revision Scope of Work Sign inventory / Management Tasks TASK 1: Kick-off Meeting / Quality Assurance -Quality Control The first step in implementing a successful traffic control device inventory program truly resides in frequent communication and timely scheduled data updates. For the City of National City it will be essential to establish, up front, the Traffic and Maintenance management priorities. Our team will set a Project Kickoff meeting to further discuss and review in detail the expectations of the project, technical approach and the review of schedule and budget. This effort will build consensus between the Traffic, Maintenance and Public Works departments as well as build a stronger maintenance program. The first key topics to be discussed will include the review and assessment of the existing sign data (all - ready in -hand), survey areas, replacement schedules, data quality and condition, current replacement criteria and desired service levels. During the project several project assessment meetings and project status meetings will be held to ensure that the major scope tasks and project schedule are being adhered too. Establishment of QA/QC Plan We will use a statistical sampling approach for measuring the quality of our field technician's work. In this manner, 10 percent (11 miles) of the original surveys will be re -surveyed by an independent survey crew, supervised by a field supervisor, and the results will be compared to the original surveys. 0ur QC process involves checking the field crews' work in a "blind study" fashion. Quality control checks will be performed at the end of each survey week. This will ensure that all field personnel are properly collecting sign attributes and quantities for all segments. TASK 2: Conduct Sign / Traffic Control Device Inventory Our staff will utilize the existing street / pavement database and GIS layers to define what streets will be surveyed; the inspection of approximately 110 miles of streets will be performed. In discussions with City staff, we are approximating a total of 8,000 signs will be located during our inspections. We will be using the digital roadway imaging that was created through our 2011 Digital Roadway imaging project to collect the traffic control elements for National City. Exhibit A Definition of Sign & Traffic Control Device Attributes We will be required to inventory specific sign and traffic control data; we have included below the typical sign and traffic control attributes collected during our surveys. Our Project Manager will work with Mr. Steve Manganiello in defining what attributes will be collected and associated with each sign and traffic control device location. These attributes typically include: • Warning, regulation and guide signs will be collected • Street name signs will be collected • Sign ID and Pole ID + MUTCD unique code, sign facing (direction) • Street name, cross street, street side • Sign text, size and height Post type, post count, # of signs, grouping • Condition (Poor, Fair, Good) ❖ Optional Data Collection Efforts o Other traffic control device locations will be collected, such as: • Crosswalks (Citywide), ID, color, street, cross street • Street legends (Citywide), ID, text, color, street • Street striping (Citywide), ID, color, street • Curb Markings (Citywide), ID color, street, length Our staff will use the Digital Roadway imaging software (Feature Extraction) to collect the sign and traffic control device data. Through the City's previous pavement management program survey, digital imagery was collected for each street segment; this imagery will be used to locate and collect visible signs. Each asset location will be represented with a GPS point or polyline depending on the assets definition. All inspection data is captured within the Feature Extraction software and exported to ESRI software for quality control and review. As stated above, we perform quality control in order to ensure that sign and traffic control elements are being displayed properly within the City's GIS environment. We will make sure that all sign and traffic control elements are projected with the proper coordinate and projection system. As stated, all data collected through the Feature Extraction software will be exported to a sign database for management review and eventual delivery to the City. Initially, all sign and traffic control data will reside within a MS Excel database and GIS shapefiles for City use. The City does not currently have sign management software in place; the City may elect to approve the purchase of sign software under this contract. Exhibit A If the City desires to purchase a sign management software to manage the daily and weekly tasks of maintaining a sign inventory there are several options that can be considered. We have discussed the cost and management impacts with Ms. Tipton and have listed them below: 1. Manage sign assets through MS Office products (i.e. MS Excel) and current ESRI ArcMap GIS software within City (no software cost to the City) 2. Purchase a sign management software (i.e. CarteGraph SignView) to manage sign and traffic control assets (software costs range from $8,000 to $13,000) If the City elects to purchase software and/or import into an approved software, Bucknam will import the necessary sign and traffic control data. Utilizing the current MS Office and GIS tools available within the City to manage the initial implementation of the 8,000+ sign / traffic control data elements is a temporary place holder for key traffic control data, we recommend that the City research the cost of implementing this data into an existing work order system or purchase one. TASK 3: Mapping and GIS Once data collection efforts are completed, we will generate the following deliverables for the City's review: + Sign inventory report (Excel) demonstrating all signs that were located along with their associated attribute data • Sign inventory GIS map demonstrating all signs that were located o Sign condition map o Sign type (warning, regulation and guide) • Traffic Control Device reports (Excel) demonstrating all elements that were located along with their associated attribute data (Optional, if collected) o Crosswalk report and map o Street legends report and map o Street striping report and map o Curb marking report and map • Electronic data will be delivered to the City in MS Office and GIS formats + We will coordinate electronic data delivery with Traffic and GIS staff to ensure that all GIS mapping is projecting properly within the ESRI ArcMap software Deliverable: Complete GIS files/themes based on list above (shapefiles). Optional Services TASK 4: As -Needed Services Infrastructure Management Program Support Exhibit A Bucknam Infrastructure will provide annual support for a period of two years where we will continue to provide quality and accurate infrastructure management services. Once the City has approved the Sign and Traffic Control Inventory Report under this years work effort, this service will become active. Our typical As -Needed services include: Assist the City in identifying an appropriate Sign Management software + Capital improvement budget scenarios, general reporting • Additional feature extraction inventories above the amount collected within Task 2 • Additional infrastructure GIS mapping Infrastructure software implementation — GIS linking to Work Order systems The agreement will continue to include the provision of onsite and telephone support for the City staff. Task 5: Sign Retroreflectivity Management Evaluation According to the U.S. Department of Transportation Federal Highway Administration, all agencies were required to establish and implement a sign assessment or management method by January 2012 to ensure adequate maintenance of minimum levels of sign retroreflectivity. This precedes two other Federal mandates that agencies must comply with in 2015 and 2018. By 2015, all regulatory, warning, and ground -mounted guide signs must meet the minimum retroreflectivity requirements, and by 2018, overhead guide signs and street name signs must be in compliance. An efficient management plan must be put into place in order to meet these aggressive deadlines. Bucknam Infrastructure Group will provide the City with the most efficient and cost effective management plan to accomplish these objectives for the City. We will also provide a long term cost estimate for meeting minimum retroreflectivity requirements. The FHWA allows five (5) options for sign retroreflectivity management. These methods are Nighttime Visual Inspection, Measured Sign Retroreflectivity, Expected Sign Life, Blanket Replacement, and Control Signs. Each agency can choose to use one of these methods or a combination thereof. Each method carries its own cost -benefit analysis and this will be a part of our discussion regarding your existing sign inventory data and how we can best use it to manage your program. Through our efforts for sign collection and assessment key retroreflectivity data can now be captured in a more efficient manner. The image sets that were used to extract critical sign data now have a GIS shapefile counterpart that will give the City an edge regardless of the management program selected. Every sign in the City has been located, identified, and rated as of 2012. The City may have replaced a small number of signs since that data collection effort, but 9 times out of 10 those locations have not changed. Furthermore, this shapefile will help to manage data by enabling us to add retroreflectivity measurements and other pertinent information into its attribute table, (ie. sign replacement date, retroreflectivity rating, inspection date, etc.) Through our discussion, we will recommend the most appropriate plan for the City based upon current maintenance strategies, sign inventories, and sign records. Exhibit A Proposed Fees Description Principal Project Manager Assistant Planner Field Technician(s) Admin Total by Task Base Fee $250/hr $165/hr $125/hr $82/hr $75/hr Task 1 Kick-off Meeting / QA-QC Project Kick-off Meeting 2 2 $580 Project Status Meetings - QA/QC 3 2 16 $2,057 Task 2 Device Inventories Sign Inventory (approximately 8,000 signs) (collected @ $3.80 per sign) $30,400 Task 3 Mapping and GIS 8 28 2 $4,984 Purchase of MicroPAVER software $1,800 Purchase of Sign Inventory software $13,000 Reimbursables (mileage, materials, printing deliverables) $950 property of the City of National City All Tasks are negotiable Total Hours per Staff 0 13 32 18 0 Total Base Fee $ - $ 2,145 $ 4,000 $ 1,476 $ - $53,771 Optional Fee Task 2a Inventory (Traffic Control Devices collected @$2.75 per element) 1,500) $4,125 Crosswalks (approx. 300) $855 Legends (approx. 1,000) $2,850 Fire Hydrants (approx. 800) $2,280 Task 4 As -Needed Services TBD Task 5 Management Evaluation TBD Task 6 Management Software $4,960 Additional services outside of this contract will be negotiated with the City where we will use the Standard Exhibit A Standard Hourly Rate Schedule Category Rate Principal $ 250 Senior Project Manager 210 Senior Engineer / Planner 180 Construction Manager 172 Pavement Management Project Manager 165 Management Analyst 160 Project Engineer / Planner 155 Engineer / Senior Technician / Planner / Senior Inspector 125 Assistant Engineer / Technician / Planner / Inspector 125 CADD Operator 105 Administrative Assistant 100 Clerical / Word Processing 75 Field Technician 82 Forensic Services Quote Reimbursables Mileage $ 0.60/mile Subconsultant Services Cost + 15% Reproduction Cost + 15% Travel & Subsistence Cost + 15% Fees & Permits Cost + 15% Computer Services (External) Cost + 15% Rates Effective 9/1/11 Exhibit A Client#: 85887 BUCKASOI ACORD.n CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/09/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, The pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Inc. Srvcs of CA, Inc. 18101 Von Kerman Ave Suite 600 Irvine, CA 92612 CONTACT Karen Blake o E 949 885-120D FAX 9 room; ')' (AIC, No): 49-885-1225 ADDBESs; karen.blake@willis.com INSURER(B) AFFORDING COVERAGE NAM 11 INSURER A : Travelers Indemnity Company 25658 INSURED Bucknam Infrastructure Group, Inc. 3548 Seagate Way, Suite 230 Oceanside, CA 92056 INSURER a; Travelers Property Casualty Co 25674 INSURER c: INSURER O: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NU 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, AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. al, ita TYPE OF INSURANCE ADDL8UBR INSR 4WD POUCY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP L11515/0DIYYYY) LIMITS A OENERALUABILm X COMMERCIAL GENERAL UAW LITY 6806A5562BA 09/16/2012 09/16/2013 eeoaqc�,��ii�qo,ccuRRPNGE $1,000,000 $1,000,000 YIiENIISE91Eaoccurrence) CLAIMS -MADE X OCCUR MED EXP (Any one person) 510,000 PERSONIAL&Ale INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENt AGGREGATE��LIMIT APPUES PER: —1 POLICY I ^I jECI n LOC PRODUCTS -COMP/OPACO $2,000,000 $ A AUTOMOBILELIABtLRY ,..__ X A ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED 6806A55628A 09/16/2012 09/16/2013 ( aShNNEDSINGLELIMIT $Incid in GL BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per occident) $ UMBRELLA LIAB EXCESS LIAR _ OCCUR CLAIM& -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Yr N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? I NI (Mandatory in NH) If yea, :Mambo under DESCRIPTION OF OPERATIONS below MIA UB3790T99 09/16(2012 09/16/2013 X WO SrATU• OTH- TORY IMIYS ER E.L. EACH ACCIDENT 31,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT 51,000,0D0 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Rernerke Schedule, if more space a required) RE STREET SIGN INVENTORY SERVICES PROVIDED BY NAMED INSURED, THE C TY, AND ITS OFFICERS, AGENTS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED AS RESPECT GENERAL LIABILITY & NON OWNED & HIRED AUTO LIABILITY PER ENDORSEMENT ENDORSEMENT ATTACHED HERETO. CERTIFICATE HOLDER CANCELLATION City of National City Attn: Stephen Manganiello Engineering Dept. 1243 National City Boulevard National City, CA 91950-4301 ACORD 25 (2010/05) 1 of 1 #5489698/M489697 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD KLB COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-6A55628A-TCT-12 ISSUE DATE: 07-26-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): CITY OF NATIONAL CITY, AND ITS OFFICERS, AGENTS AND EMPLOYEES PROJECT/LOCATION OF COVERED OPERATIONS: STREET SIGN INVENTORY SERVICES PROVISIONS A. The following is added to WHO IS AN INSURED (Section II): The person or organization shown In the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liabfity for "bod- ily injury", "property damage" or "personal Injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal Injury" for which that per- son or organization has assumed liability in a con- tract or agreement. CG D3 82 09 07 The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services", e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed In that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part. whichever are less. This endorsement does not Increase the limits of insurance stated in the LIMITS OF INSURANCE (Section 111) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree In a "contract or agreement requiring insurance" that, for the addi- tional insured shown in the Schedule, the Insur- ance provided to that additional insured under this 62007 Tha Travelers Companies, Inc. Page 1 of 2 includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that Is avail- able to such additional insured which covers such additional Insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such addi- tional insured. But this insurance still is excess over valid and collectible other Insurance, whether primary, excess, contingent or on any other basis, that is available to the additional in- sured when the additional insured is also an addi- tional Insured under any other insurance, C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL. LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against the additional Insured shown in the Schedule above because of payments we make for "bodily Injury", "property damage" or "personal injury" arising out of "your work" on or for the pro- ject, or at the location, shown in the Schedule above, performed by you, or on your behalf, un- der a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal in- jury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include the person or organization shown in the Schedule as an ad- ditional insured on this Coverage Part, provided that the 'bodily Injury" and "property damage" oc- curs, and the "personal injury" Is caused by an of- fense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 co 2007 The Travelers Companies, Inc. CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with Hs permission RESOLUTION NO. 2012 — 206 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH BUCKNAM INFRASTRUCTURE GROUP, INC., FOR THE NOT TO EXCEED AMOUNT OF $53,771 FOR THE STREET SIGN INVENTORY AND PAVEMENT MANAGEMENT SOFTWARE WHEREAS, a new Federal Highway Administration ("FHWA") rule was implemented to revise guidance, options, and supporting information relating to maintaining minimum levels of retro-reflectivity for traffic signs on all roads open to public travel; and inventory; and WHEREAS, the City desires to employ a consultant to conduct the street sign WHEREAS, on August 7, 2012, a Request for Proposal ("RFP") was advertised by the City; and WHEREAS, the City received one response to the RFP from Bucknam Infrastructure Group, Inc., in the amount of $53,771. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Bucknam Infrastructure Group, Inc., for the not to exceed amount of $53,771 for the street sign inventory and pavement management software. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 16th day of October 012. on Morrison, Mayor ATTEST: 61)itie-4, Michel R. Della, City lerk Passed and adopted by the Council of the City of National City, California, on October 16, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City CI rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-206 of the City of National City, California, passed and adopted by the Council of said City on October 16, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C' " - C) MEETING DATE: October 16, 2012 AGENDA ITEM NO. 7 ITEM TITLE: Resolution of the City Council of National City approving an agreement between the City of National City and Bucknam Infrastructure Group, Inc. in the not to exceed amount of $53,771 and authorizing the Mayor to execute the Agreement for the street sign inventory and pavement management software. (Funded by Gas Tax $51,971 and General Fund $1,800 Of - PREPARED BY: Barby Tipton, Project Officer PHONE: 336-4583 EXPLANATION: See attached DEPARTMENT: Engineering Division APPROVED BY: FINANCIAL STATEMENT: APPROVED: ��� Finance ACCOUNT NO. APPROVED: MIS Funds are available in Gas Tax fund 109-406-029-299-0000 in the amount of $51,971 and General Fund 001-406-000-306-0000 in the amount of $1,800 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: N/A -TTACHMENTS: 1. Explanation 2. Agreement 3. Resolution Explanation: Federal Highway Administration (FHWA) rule was implemented to revise standards, guidance, options and supporting information relating to maintaining minimum levels of retro-reflectivity for traffic signs on all roads open to public travel. By January 22, 2015, all signs must be updated. In order to comply with this rule, the City must first inventory all street signs. During the budget process for Fiscal Year 13, $52,000 to cover the cost of a Street Sign Inventory/Management Program/software as mandated by FHWA was approved. Also approved was $1,800 to purchase the necessary software for the recently conducted pavement management inventory by Bucknam Infrastructure Group, Inc. On August 7, 2012, a Request for Proposal (RFP) was published on the City website and emailed to 25 firms. On August 30, 2012, the deadline for submitting RFPs, the City received one RFP which was from Buchnam Infrastructure Group, Inc. The City recently worked with Bucknam Infrastructure Group, Inc. and was pleased with the service provided and therefore, recommends that Council approve this agreement. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND BUCKNAM INFRASTRUCTURE GROUP, INC. THIS AGREEMENT is entered into this 16th day of October, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Bucknam Infrastructure Group, Inc., an engineering firm with emphasis on infrastructure (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to conduct the street sign inventory. WHEREAS, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services listed as Tasks 1, 2 and 3, as set forth and described in the attached Exhibit "A", and if additional funds are available, may perform services listed as Optional Task 2a, 4, 5 and 6 as set forth and described in the attached Exhibit "A" as funding allows. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the 1 City's Standard Agreement —2011 revision compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Barbara A. Tipton hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Peter Bucknam thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed on Tasks 1, 2, and 3 as described in Exhibit "A". If additional funds are available, Optional Tasks 2a, 4, 5 and 6 may be added and compensation shall be based on monthly billings covering actual work performed, as also described in Exhibit "A". The total cost for all work on Tasks 1, 2 and 3 described in Exhibit "A", shall not exceed the amount of $53,771.00 without prior written authorization from the City Engineer. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement expires upon completion of tasks listed in Exhibit "A", but no later than June 1, 2013. 2 City's Standard Agreement —2011 revision 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT' S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 3 City's Standard Agreement-2011 revision 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S) shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 4 City's Standard Agreement —2011 revision 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 5 City's Standard Agreement-2011 revision 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 6 City's Standard Agreement —2011 revision G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY' S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation, shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 7 City's Standard Agreement-2011 revision 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: 8 City's Standard Agreement —2011 revision To CITY: Stephen Manganiello City Engineer Engineering Department City of National City 1243 National City Boulevard National City, CA 91950-4301 Phone: (619) 336-4380 Fax: (619) 336-4397 To CONSULTANT: Peter Bucknam Bucknam Infrastructure Group, Inc. 3548 Seagate Way, Suite 230 Oceanside, CA 92056 Phone: (760) 216-6529 Fax: (760) 216-6549 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. 9 City's Standard Agreement —2011 revision ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the 10 City's Standard Agreement —2011 revision parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney BUCKNAM INFRASTRUCTURE GROUP, INC. (Corporation —signatures of two corporate officers) By: Peter Bucknam Peter Bucknam (Print) President By: Peter Bucknam Peter Bucknam (Print) Secretary 11 City's Standard Agreement-2011 revision Scope of Work Sign Inventory/Management Tasks TASK 1: Kick-off Meeting / Quality Assurance -Quality Control The first step in implementing a successful traffic control device inventory program truly resides in frequent communication and timely scheduled data updates. For the City of National City it will be essential to establish, up front, the Traffic and Maintenance management priorities. Our team will set a Project Kickoff meeting to further discuss and review in detail the expectations of the project, technical approach and the review of schedule and budget. This effort will build consensus between the Traffic, Maintenance and Public Works departments as well as build a stronger maintenance program. The first key topics to be discussed will include the review and assessment of the existing sign data (all - ready in -hand), survey areas, replacement schedules, data quality and condition, current replacement criteria and desired service levels. During the project several project assessment meetings and project status meetings will be held to ensure that the major scope tasks and project schedule are being adhered too. Establishment of QA/QC Plan We will use a statistical sampling approach for measuring the quality of our field technician's work. In this manner, 10 percent (11 miles) of the original surveys will be re -surveyed by an independent survey crew, supervised by a field supervisor, and the results will be compared to the original surveys. Our QC process involves checking the field crews' work in a "blind study" fashion. Quality control checks will be performed at the end of each survey week. This will ensure that all field personnel are properly collecting sign attributes and quantities for all segments. TASK 2: Conduct Sign / Traffic Control Device Inventory Our staff will utilize the existing street / pavement database and GIS layers to define what streets will be surveyed; the inspection of approximately 110 miles of streets will be performed. In discussions with City staff, we are approximating a total of 8,000 signs will be located during our inspections. We will be using the digital roadway imaging that was created through our 2011 Digital Roadway imaging project to collect the traffic control elements for National City. Exhibit A Definition of Sign & Traffic Control Device Attributes We will be required to inventory specific sign and traffic control data; we have included below the typical sign and traffic control attributes collected during our surveys. Our Project Manager will work with Mr. Steve Manganiello in defining what attributes will be collected and associated with each sign and traffic control device location. These attributes typically include: ❖ Warning, regulation and guide signs will be collected •:• Street name signs will be collected ❖ Sign ID and Pole ID • MUTCD unique code, sign facing (direction) ❖ Street name, cross street, street side •:• Sign text, size and height • Post type, post count, # of signs, grouping ❖ Condition (Poor, Fair, Good) • Optional Data Collection Efforts o Other traffic control device locations will be collected, such as: • Crosswalks (Citywide), ID, color, street, cross street • Street legends (Citywide), ID, text, color, street • Street striping (Citywide), ID, color, street • Curb Markings (Citywide), ID color, street, length Our staff will use the Digital Roadway imaging software (Feature Extraction) to collect the sign and traffic control device data. Through the City's previous pavement management program survey, digital imagery was collected for each street segment; this imagery will be used to locate and collect visible signs. Each asset location will be represented with a GPS point or polyline depending on the assets definition. All inspection data is captured within the Feature Extraction software and exported to ESRI software for quality control and review. As stated above, we perform quality control in order to ensure that sign and traffic control elements are being displayed properly within the City's GIS environment. We will make sure that all sign and traffic control elements are projected with the proper coordinate and projection system. As stated, all data collected through the Feature Extraction software will be exported to a sign database for management review and eventual delivery to the City. Initially, all sign and traffic control data will reside within a MS Excel database and GIS shapefiles for City use. The City does not currently have sign management software in place; the City may elect to approve the purchase of sign software under this contract. Exhibit A If the City desires to purchase a sign management software to manage the daily and weekly tasks of maintaining a sign inventory there are several options that can be considered. We have discussed the cost and management impacts with Ms. Tipton and have listed them below: i. Manage sign assets through MS Office products (i.e. MS Excel) and current ESRI ArcMap GIS software within City (no software cost to the City) 2. Purchase a sign management software (i.e. CarteGraph SignView) to manage sign and traffic control assets (software costs range from $8,000 to $13,000) If the City elects to purchase software and/or import into an approved software, Bucknam will import the necessary sign and traffic control data. Utilizing the current MS Office and GIS tools available within the City to manage the initial implementation of the 8,000+ sign / traffic control data elements is a temporary place holder for key traffic control data, we recommend that the City research the cost of implementing this data into an existing work order system or purchase one. TASK 3: Mapping and GIS Once data collection efforts are completed, we will generate the following deliverables for the City's review: C• Sign inventory report (Excel) demonstrating all signs that were located along with their associated attribute data Sign inventory GIS map demonstrating all signs that were located o Sign condition map o Sign type (warning, regulation and guide) • Traffic Control Device reports (Excel) demonstrating all elements that were located along with their associated attribute data (Optional, if collected) o Crosswalk report and map o Street legends report and map o Street striping report and map o Curb marking report and map • Electronic data will be delivered to the City in MS Office and GIS formats + We will coordinate electronic data delivery with Traffic and GIS staff to ensure that all GIS mapping is projecting properly within the ESRI ArcMap software Deliverable: Complete GIS files/themes based on list above (shapefiles). Optional Services TASK 4: As -Needed Services Infrastructure Management Program Support Exhibit A Bucknam Infrastructure will provide annual support for a period of two years where we will continue to provide quality and accurate infrastructure management services. Once the City has approved the Sign and Traffic Control Inventory Report under this years work effort, this service will become active. Our typical As -Needed services include: • Assist the City in identifying an appropriate Sign Management software ❖ Capital improvement budget scenarios, general reporting e• Additional feature extraction inventories above the amount collected within Task 2 ❖ Additional infrastructure GIS mapping C• Infrastructure software implementation — GIS linking to Work Order systems The agreement will continue to include the provision of onsite and telephone support for the City staff. Task 5: Sign Retroreflectivity Management Evaluation According to the U.S. Department of Transportation Federal Highway Administration, all agencies were required to establish and implement a sign assessment or management method by January 2012 to ensure adequate maintenance of minimum levels of sign retroreflectivity. This precedes two other Federal mandates that agencies must comply with in 2015 and 2018. By 2015, all regulatory, warning, and ground -mounted guide signs must meet the minimum retroreflectivity requirements, and by 2018, overhead guide signs and street name signs must be in compliance. An efficient management plan must be put into place in order to meet these aggressive deadlines. Bucknam Infrastructure Group will provide the City with the most efficient and cost effective management plan to accomplish these objectives for the City. We will also provide a long term cost estimate for meeting minimum retroreflectivity requirements. The FHWA allows five (5) options for sign retroreflectivity management. These methods are Nighttime Visual Inspection, Measured Sign Retroreflectivity, Expected Sign Life, Blanket Replacement, and Control Signs. Each agency can choose to use one of these methods or a combination thereof. Each method carries its own cost -benefit analysis and this will be a part of our discussion regarding your existing sign inventory data and how we can best use it to manage your program. Through our efforts for sign collection and assessment key retroreflectivity data can now be captured in a more efficient manner. The image sets that were used to extract critical sign data now have a GIS shapefile counterpart that will give the City an edge regardless of the management program selected. Every sign in the City has been located, identified, and rated as of 2012. The City may have replaced a small number of signs since that data collection effort, but 9 times out of 10 those locations have not changed. Furthermore, this shapefile will help to manage data by enabling us to add retroreflectivity measurements and other pertinent information into its attribute table, (ie. sign replacement date, retroreflectivity rating, inspection date, etc.) Through our discussion, we will recommend the most appropriate plan for the City based upon current maintenance strategies, sign inventories, and sign records. Exhibit A Proposed Fees Description Principal Project Manager Assistant Planner Field Technician(s) Admin Total by Task Base Fee $250/hr $165/hr $125/hr $82/hr $75/hr Task 1 Kick-off Meeting / QA-QC Project Kick-off Meeting 2 2 $580 Project Status Meetings - CIA/QC 3 2 16 $2,057 Task 2 Device Inventories Sign Inventory (approximately 8,000 signs) (collected @ $3.80 per sign) $30,400 Task 3 Mapping and GIS 8 28 2 $4,984 Purchase of MicroPAVER software $1,800 Purchase of Sign Inventory software $13,000 Reimbursables (mileage, materials, printing deliverables) $950 property of the City of National City All Tasks are negotiable Total Hours per Staff 0 13 32 18 0 Total Base Fee $ - $ 2,145 $ 4,000 $ 1,476 $ - $53,771 Optional Fee Task 2a Inventory (Traffic Control Devices collected @$2.75 per element) 1,500) $4,125 Crosswalks (approx. 300) $855 Legends (approx. 1,000) $2,850 Fire Hydrants (approx. 800) $2,280 Task 4 As -Needed Services TBD Task 5 Management Evaluation TBD Task 6 Management Software $4,960 JAdditional services outside of this contract will be negotiated with the City where we will use the Standard Exhibit A Standard Hourly Rate Schedule Category Rate Principal $ 250 Senior Project Manager 210 Senior Engineer / Planner 180 Construction Manager 172 Pavement Management Project Manager 165 Management Analyst 160 Project Engineer / Planner 155 Engineer / Senior Technician / Planner / Senior Inspector 125 Assistant Engineer / Technician / Planner / Inspector 125 CADD Operator 105 Administrative Assistant 100 Clerical / Word Processing 75 Field Technician 82 Forensic Services Quote Reimbursables Mileage $ 0.60/mile Subconsultant Services Cost + 15% Reproduction Cost + 15% Travel & Subsistence Cost + 15% Fees & Permits Cost + 15% Computer Services (External) Cost + 15% Rates Effective 9/1/11 Exhibit A Client#: 85887 BUCKASOI ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis ins. Srvcs of CA, Inc. 16101 Von Karmen Ave Suite 600 Irvine, CA 92612 CONTACT NAME: Karen Blake wiz, .„0: 949 885-1200 Fick 940-885-1225 (NC. NO): E-MAIL ADDRESS: karen.blake@willis.com INSURER(S) AFFORDING COVERAGE NAIC0 INSURER A: Travelers Indemnity Company 25658 INSURED Bucknam Infrastructure Group, Inc. 3548 Seagate Way, Suite 230 Oceanside, CA 92056 INSURERS: Travelers Property Casualty Co 25674 INSURER C: INSURER D: INSURER E; INSURER F : CERTIFICATE NUMBER: • 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, AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ryItEXCLUSIONS LTSSRR TYPE OF INSURANCE ADDLSUSR INSR WVD POIJCY NUMBER POLICY EEFF (MWDOlYYYY) POLICY EXP (MMlODIYYYY) uMns A GENERAL X LIABILITY COMMERCIAL GENALUABIUTY ER 6806A55628A 09/16/2012 09/16/2013 EACHOCCURRENCE51,000,000 $1,000,000 PREMISES EaEQZunence) CLAIMS -MADE X OCCUR MED EXP (Any one person) 510,000 51,000,000 PERSONAL/LADY INJURY GENERAL AGGREGATE 52,000,000 GENL AGGREGATE LIMIT APPUES PER: —I POLICY I PE n LOC ^I PRODUCTS -COMP/OP AGG 52,000,000 § A AUTOMOBILE X LIABILITY — X ASCUTOSU�D NON -OWNED AUTOS 6806A55628A 09/16/2012 09/16/2013 COMUINEOSINGLE LIMIT $Incld in GL BODILY INJURY (Per person) $ BODILY INJURY (Per accident) 5 PROPERTY DAMAGE (Per ectldenU $ $ UMBRELLALIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE § DEO RETENT ON $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YT NANY OFFFICRER/ME BJEX�OED? PROPRIETOR/PARTNER/EXECUTIVENIA (Mandatory In NH) {-Nit ' If yae, describe under DESCRIPTION OF OPERATIONS below UB3790T99 09/16/2012 09/16/2013 X WCSTATU- OTH- 7oRY LIMITS ER E.L. EACH ACCIDENT $1,000,000 E.L DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE • POLICY LIMIT s1,000,000 OEscRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Mach ACORD 101, Additional Remarks Schedule, If mete two a required) RE STREET SIGN INVENTORY SERVICES PROVIDED BY NAMED INSURED, THE C TY, AND ITS OFFICERS, AGENTS AND EMPLOYEES ARE NAMED AS ADDITIONAL. INSURED AS RESPECT GENERAL LIABILITY & NON OWNED & HIRED AUTO LIABILITY PER ENDORSEMENT ENDORSEMENT ATTACHED HERETO. CERTIFICATE HOLDER CANCELLATION City of National City Attn: Stephen Manganiello Engineering Dept. 1243 National City Boulevard National City, CA 91950.4301 ACORD 25 (2010105) 1 of 1 #5489698/M489897 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL. BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE 1988-201DACORD CORPORATION. Ail rights reserved. The ACORD name and logo are registered marks of ACORD KLB COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-6A55628A-TCT-12 ISSUE DATE: 07-26-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL, INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): CITY OF NATIONAL CITY, AND ITS OFFICERS, AGENTS AND EMPLOYEES PROJECT/LOCATION OF COVERED OPERATIONS: STREET SIGN INVENTORY SERVICES PROVISIONS A. The following is added to WHO 15 AN INSURED (Section 11): The person or organization shown In the Sched- ule above is an additional Insured on this Cover- age Part, but only with respect to liability for "bod- ily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal Injury" for which that per- son or organization has assumed liability in a con- tract or agreement. CGD3820907 The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed In that "contract or agreement requir- ing insurance to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, If you specifically agree In a "contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the Insur- ance provided to that additional insured under this ® 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with as permission COMMERCIAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional Insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such addi- tional insured, But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional in- sured when the additional insured is also an addi- tional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against the additional Insured shown In the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the pro- ject, or at the location, shown in the Schedule above, performed by you, or on your behalf, un- der a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with that additional insured entered into by you before, and in effect when, the °bodily injury" or "property damage" occurs, or the "personal In- jury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include the person or organization shown in the Schedule as an ad- ditional insured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs, and the "personal injury" Is caused by an of- fense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 c zoo? The Travelers Companies, Inc. CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with Ns permission RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH BUCKNAM INFRASTRUCTURE GROUP, INC., FOR THE NOT TO EXCEED AMOUNT OF $53,771 FOR THE STREET SIGN INVENTORY AND PAVEMENT MANAGEMENT SOFTWARE WHEREAS, a new Federal Highway Administration ("FHWA") rule was implemented to revise guidance, options, and supporting information relating to maintaining minimum levels of retro-reflectivity for traffic signs on all roads open to public travel; and inventory; and WHEREAS, the City desires to employ a consultant to conduct the street sign WHEREAS, on August 7, 2012, a Request for Proposal ("RFP") was advertised by the City; and WHEREAS, the City received one response to the RFP from Bucknam Infrastructure Group, Inc., in the amount of $53,771. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Bucknam Infrastructure Group, Inc., for the not to exceed amount of $53,771 for the street sign inventory and pavement management software. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 16th day of October, 2012. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Ron Morrison, Mayor OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 x�cbaxanTP J Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax November 5, 2012 Mr. Peter Bucknam Bucknam Infrastructure Group, Inc. 3548 Seagate Way, Suite 230 Oceanside, CA 92056 Dear Mr. Bucknam, On October 16th, 2012, Resolution No. 2012-206 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Bucknam Infrastructure, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.