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HomeMy WebLinkAboutContracts & Agreements_34-2006_CCv0001.pdf FEB-17-2006 FRI 11 :38 AM PUBLIC WORIKS) REDLANDS FAX NO, 909 798 7697 P. 02 AGREEMENT TOFURNISH CONSULTINNG SERVICES FOR THE PERFORNMAIN,CE OF TRAFFIC ENGLRLN This agreement for consLilting services ("Agreement") is nlade and entered into this 21" d between the City of Redlands, a municipal day of February, 2006 ("Effective Date'), by an t=t") who are sometimes individually corporation ("City") and Counts Unlimited, Inc. ("Consul referred to herein as a"Party"and together, as the"Parties," in consideration of tile mutual promises contained herein, City and Consultant agree as follows: GAGF ,m A RT I LE—L—E—N, F.N-r—QF--co-N—su—LTA ff an I'l city hereby engages Consukant to conduct tra le counts for Congestion M- agement Program analysis (the "Services"). 4P 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the, professional expertise necessary to provide the Services to City at a 'level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of services, A.RTICLE-2 - SERVICE —;S-0—EQ-0—N-SU—LTANT The Services wilich Consultant shall perform are more particularly described 11*1 Attachment "A," entitled "Scope of Services," which is attached hereto and incorporated herein by this reference, Consultant comply,with all applicable Federal, State and local laws and regulations 2,22 eluding, but not limited to, tilt Americans with in the performance of this Agreement including, Housing Act and prevailing wage laws Disabilities Act, the Ftiir Employment non-discrimination laws including commencing at Labor Code section 1770 et seq� and the American's with Disabilities Act. 2.3 ConsLltant -further understands that ff it violates the Labor Code as it relates to prevailing wage, that City may enforce the Labor Code by Notice of the withholding of contract payments to the Consultant or subcontractor pursuant to Labor Code section 1771,6. ARJICLE 3 -.*Rf-S C 1T 11 City shall make available to Consultant information in its possession that may assist Consultant in perfon-ning the Services, 3.2 city will snake provisio-111, FOO COIISLIJ-Ilart to enter upon City-owned property, as required by Coil sultz,11t, to pei-form the Services, A AT "S 98 7691 r, u,) FEB-17-2006 FRI 11 :38 AM PUBLIC WOFK� REDLANDS FAX NO, 909 7 City designates Tom T, Fujiwara, as City's representative with respecinstrut to PerfOrmionsreceive the Services, alce Of ad such person shall have the authority to t`rallsln't Ions information, interpret and define City's Policies and decisions with respect, to performance of the Services. ARTICLE 4 JP-LRMD--Q—F LE—RY-10E 4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance with the schedule set forth in Attachment"B," entitled"Project Schedule." ARTICLE 5-- )N. SLI-TANT-T compensation ifor Consultant's performance of the Services shall not exceed the 5.1 The total cOrnPen 1 .00). City shall Pay amount of Two Thousand fight Ifundred Eighty Dollars ($2,880 Consultant on a time and inaterials basis up to the not to exceed al-nourit, in accordance with Attachment"C" critidod"Total Compensation," 5.2 Payments by City to Coljs�,'iLallt sl,-1all be made within thirty (30) days after- receipt and approval by City of C011SUltants's invoice, by warrant payable to Consultant. Invoices shall be sent on a monthly basis. 53 All notices shall be give,, ill w1iti,lig by personal delivery or by mail. Notices, sent by mail should be addressed as follows' Lo cit-Y n_saltant Tom T, Fujiwara Barbara N. Sackett City of Redlands Counts unlimited, Inc. Public Works Dept. *25424 Jaclyn Avenue, PO Box 3005 -Moreno Valley, CA 925577 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States M- ail. Changes may be made in the names and addresses of the person to who notices and payments are to be given by giving notice pursuant to this section. ARTICLE _DLMNI—FICAT JQN- 6,1 All insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services I pursuant to this Agreement unless and until all, required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and -lencenient of the Services. All e prior to cc= endorsements evidencing such i suranc 2 FEB-17-2006 FRI 11 :39 AM PUBLIC WORKS REDLANDS FAX NO, 909 798 7697 P. 04 insurance policies shall include a provision prohibiting cancellation Of the Policy except upon thirty (30) days prior written notice to City. 6,2 Workers' Compensation and Employer's Liability. A. Consultant shall secure and maintain Workers' compensation and Employer's Liability insurance throughout the duration of this Agreement in an amount which meets carrier acceptable to City. The insurance the statutory requirement with an insurance policy shall include a provision prohibiting cancellation Of said Policy except upon thirty (30) days prior written notice to City. Consultant expTeSS'!" waives rights to subrogation against City, its elected " ployees for losses arising from work performed by Consultant officials, officers and ern for City by expressly waiving Consultant's immunity for injuries to Consultant's-1d hold harmless employees and agrees feat the obligation m to indemnify, defend provided for in this Agreement extends to any claim brought by or on behalf of any employee of Consultant This waiver is mutually negotiated by the ParCity,ties. Thiagents s waiver shall not apply to any dain'aige resulting From the sole negligence of its and employees. To the exten-, any of the damages referenced herein were caused by or only to resulted from the concurrent negligence of City, its agents or employees, the obligations hold harmless are valid and enforceable oi provided herein to indemnify, defend and its officers,agents and employees. the extent of the negligence Of Consultant, ification, Consultant shall indemnify, hold harmless and 6,3 Hold J-iarmiess and lndcm n defend City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees.. arising from injur y persons or darnage to property occasioned by any act, omission or failure to act by y, in performing the Services. Consultant, its officers,emplo ees and agents �p 6A Assipment Consultant, is CXpTeSS1Y prohibited from assigning any of the Services without the express written consent or City, in the event of mutual agreement between Parties to assign a portion of the Services, Consultant shall add the assignee as an insurance endorsements prior TO the additional insured and provide City with the in perforaiance of any services by the play does 'lot iliclude printing or other customary reimbursable expenses that may be provided in this Agreement 63 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the duration of the Agreement comprehensive general liability , insurance with. carriers acceptable to City, Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damagt aiid personal injury is required.1City shall be named as an additional insured the insurance policy shall include a provision prohibiting cancellation V of said policy except written notice to City. Such insurance nii-ty (30) days prior 1100111 insurance or self-insurance maintained by shall be primary and non-contributing to my 1-risur 3 u1;1!;,,,.kcd A61ZCMCI11 0 REDLANDS FAX NO, 909 798 7697 P. Ub FEB-17-2006 FRI 11 :39 AM PUBLIC WORKQ Citv, Certificates of insurance trid endorsements shall be delivered to City Prior to compiencement of worV 6,6 Professional Liability Insurance. Consultant shall secure and maintain professional t the duration of this Agreement in the Mount Of one liability insurance throughou million dollars (S 1,000,000) per claim i 0f the services. made. Certificate of liability insurance and endorsement shall be delivered to City prior to commencement es 6.7 Business Auto Liability Insu Mee. Consultant shall have business auto liability coverage, with minimum limits of one million dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used on the project, hired and iron-ip vehicles. Suchinsurance shall be primary owned vehicles, and employee non-ownership and non-contributing to any insurance-or self insurance maintained by City. City shall be named as an additional insured and a certificate of liability insurance and endorsement shall be delivered to City prior to commencement of the services. A KLI�Ell - GENERAL C�QNS �ERAT�10NS* 7.1 Attoniey5' Fees, in the event any action is commenced to enforce or interpret any of the terms or conditions of thiAcement The prevailing Party shall, in addition to any costs s gr�l and other relief, be el-Itit-,ed to the recovery of its reasonable attorneys' fees, including fees for in-house counsel 0, the Parties at rates prevailing in San Bernardino County, California. 7.2 Prohibition against Assign-nent, Consultant shall not assign any of the Services to be i performed under this Agret,-nieiu, except with the prior wriaen approval of City and in. strict compliance Nvith the ter ints, provisions and conditions of this Agreement. 73 Key Personnel. Consultant's key person to perforrn the Services is Barbara N, Sackett. Consultant agrees that key person shall be made available and assigned to perforin the Services and that she shall not be replaced without concurrence from City. 7A Documents and Records, All documents, records, drawings, designs, cost estimates, electronic data files, databases, and other documents developed by Consultant pursuant to this Agreement, and any copy-right interest in such documents, shall become the property of City and shall be delivered to City upon completion Of the Services, or upon the request of City. Any reuse of such documents and any use of incomplete documents will be at City's sole risk, Independent Contractor Status. Consultant is for all purposes an independent contractor. Consultant shall supply �111 tools and instrumentalities required to perform the Services. All p erson-ricl e,1nr)loyed by Consultant are for its account only, and in no event shall 4 ew un:mncd Agr-n-wtiL FEB-17-2006 FRI 11 :39 AM PUBLIC WORKS REDLANDS FAX NO, 909 798 M( r, uu Consultant or any Persor"el retained by it be deemed to have been employed by City or engaged by City for the account of,or on behalf of City. 1,6 Termination. A. unless earlier tetritinated, as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City, B, This Agreement may be terminated by City, in its sole discretion and, without cause, by providing five (5) business days prior written notice to Consultant (delivered by certified mail, returnreceipt requested)of intent to terminate, -lent to Consultant's C. if Is terminated by City, an adjustil , this Agreement I compensation shall be made,but (1) no amount shall be alloed the for timanticeipatedof termination profit or unperformed services, and (2) any payment due Consultantwat may be adjusted to the extent of any additional costs to City occasioned by any default by ConsLiltant. D. Upon receipt of a,tel-mination notice, Consultant shall inime atedce,ontinver rlservices affected, and within five (5) days of the date of thetenation notideli otherwise make available to City, copies (in both hard copy and electronic form, where 0 applicable) of any data, design calculations, drawings, specifications, reports, estimates, -nas n-lay have been accumulated by 5=-11-naries and such oilier information and 1 I - Services required by taterialshis Agreement. Consultant shall be Consultant in perfolin'n�z the d LIP jintil notice of terrninatiom compensated on a pro-rata basis for work complete 7.'11 Books and Records. Consultant shall maintain books anbaccounts atof at all payroll costs e Services, Stich books shallable resonable and expenses related to tin times for examination by City at the office of Consultant. 1.8 Entire Agreemetit. This Agreement, including the Attachments incorporated herein by Li and understanding between the Parties as to the reference,represents the enure agreement verbal matters contained herein, and any prior negotiations, written proposals or e,greements relating to such matters are superseded by this Agreement. Any amendment to this Agreement Shall be in writing, approved by City and signed by City and Consultant, 7,9 Governing Law. This Agreement shall be goverried by and construed in accordance with the laws of tj-je State of California. 5 .......... FEB-17-2006 FRI 11:40 AM PUBLIC WORKS REDLANDS FAX NO, 909 798 7697 P, Ut IN WITNESS WHEU-O-F, duly authorized representatives of the Cityd Cors 1 an 11 tal11 have signed in confinnatioll of this Ageeulent. CITY OF REDLANDS COUNTTS UNLL\41TED,INC, By: By: —J4 e x Jon Harrison, Mayor Barbara N. Sackett Mies'; City, Cierk --77 LjItijilliAgTftn-wm FEB-14-2006 TUE 09:42 AM PUBLIC WORKS REDLANDS FAX NO, 909 798 7697 P, 07 ATTACIIM- ENT "All Scope of Services: A. Conduct traffic data collection services,which include the traffic volume counts,turning movement counts and vehicle classifications and counts, on the following street intersections for performing the CMP analysis: I Alabama Street and Barton Road I Alabama Street and Redlands Boulevard 3. California Street and Redlands Boulevard 4. California Street and San Bernardino Avenue 5. Church Street and Citrus Avenue & Judson Street/Ford Street and Citrus Avenue 7. Orange Street and Citrus Avenue 8. Orange Street and Redlands Boulevard ,9. Orange Street and San Bernardino Avenue 10. Redlands Boulevard and Citrus Avenue 11, San Mateo Street and Brookside Avenue 11 Tennessee Street and Redlands Boulevard PUBLIC WORKS REDLANDS FAX NO, 909 798 7697 P, 08 FEB-14-2006 TUE 09:42 AM ATTACHMENT"B Project Schedule:. The services are to be performed starting February 22, 2006 and to be completed prior to or on March 31, 2006. FEB-14-2006 TUE 09:42 AK PUBLIC WORKS REDLANDS FAX NO. 909 798 7697 P. 09 ATTACH.KE TT"C" Total Compensation: The compensation is based on Time and Materials not to exceed$2,880.00.