HomeMy WebLinkAboutContracts & Agreements_81-2007_CCv0001.pdf AGREEMENT TO FURNISH ENGINEERING CONSULTING SERVICES FOR
CONDUCTING TRAFFIC VEHICLE COUNTS AT VARIOUS STREET INTERSECTIONS
This agreement for the performance of conducting traffic vehicle counts at various street
intersections ("Agreement")is made and entered into this 15th day of May,2007 by and between the
City of Redlands,a municipal corporation("City"),and Counts Unlimited Inc. ("Consultant")who
are sometimes individually referred to herein as a"Party" and, together, as the "Parties."
In consideration of the mutual promises,covenants and conditions hereinafter set forth,City
and Consultant agree as follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to conduct traffic vehicle counts at four street intersections
within the City(the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
consultants in the industry providing like and similar types of services.
ARTICLE 2 - SERVICES.OF CONSULTANT
2.1 The Services which Consultant shall perform are more particularly described in Exhibit"A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act and the Fair Employment and Housing Act.
ARTICLE 3 -RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that is pertinent to the
performance of Services.
3.2 City will make provision for Consultant to enter upon City-owned property, as reasonably
required by Consultant, to perform the Services.
3.3 City designates Tom T.Fujiwara to act as its representative with respect to the Services to be
performed under this Agreement.
Agreement-Counts Unlimited,2007
ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule established by City.
ARTICLE 5 - PAYMENTS TO THE CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Nine Hundred Twenty Dollars($920.00). City shall pay Consultant on a time and
materials basis up to the not to exceed amount,based upon the hourly rates shown in Exhibit
"B," entitled"Rate Schedule."
5.2 Consultant shall bill City within ten days following the close of each month by submitting an
invoice indicating the portion of the Services performed,who performed the Services and the
detailed cost of all Services, including backup documentation. Payments by City to
Consultant shall be made within thirty (30) days after receipt and approval of Consultant's
invoice, by warrant payable to Consultant.
5.3 All notices shall be made in writing and may be given by personal delivery or by mail.
Notices, sent by mail shall be addressed as follows:
city Consultant
Tom T. Fujiwara, P.E.
City of Redlands Barbara N. Sackett
Public Works Department Counts Unlimited Inc.
PO Box 3005 25424 Jaclyn Avenue
Redlands, CA 92373 Moreno Valley, CA 92557
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices and
payments are to be given by giving notice pursuant to this section.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of this Agreement and shall be primary with respect to City and non-contributing to any
insurance or self-insurance maintained by City. Consultant shall not perform any Services
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 endorsements
evidencing such insurance prior to commencement of the Services. All insurance policies
shall include a provision prohibiting cancellation of the policy except upon thirty(30)days
prior written notice to City.
6.2 A. Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of this Agreement in amounts which meet statutory
requirements with an insurance carrier acceptable to City.
AGREEMENT-COUNTS UNLIMITED,2007 2
B. Consultant expressly waives all rights to subrogation against City, its elected officials,
employees and volunteers for losses arising from work performed by Consultant for City by
expressly waiving Consultant's immunity for injuries to Consultant's employees and agrees
that the obligation to indemnify, defend and hold harmless 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 Parties. This waiver shall not apply to any damage resulting from
the negligence of City, its agents and employees. To the extent any of the damages
referenced herein were caused by or resulted from the concurrent negligence of City, its
agents or employees,the obligations provided herein to indemnify,defend and hold harmless
is valid and enforceable only to the extent of the negligence of Consultant,its officers,agents
and employees,
6.3 Consultant shall secure and maintain in force throughout the duration of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum
coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000)aggregate for public liability,property damage and personal injury is required.
Consultant shall obtain an endorsement that City shall be named as an additional insured.
6.4 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 in
connection with the Services,hired and non-owned vehicles,and employee non-ownership
vehicles. Consultant shall obtain an endorsement that City shall be named as an additional
insured.
6.5 Consultant is expressly prohibited from assigning any of the Services covered by this
Agreement without the express prior written consent of City. In the event of mutual
agreement between Parties to assign a portion of the Services, Consultant shall add the
assignee as an additional insured and provide City with the insurance endorsements prior to
any Services being performed by the assignee. Assignment does not include printing or other
customary reimbursable expenses that may be provided for in this Agreement.
6.6 Consultant shall defend, indemnify and hold harmless City, its elected officials, officers,
employees and agents, from and against any and all actions, claims, demands, lawsuits,
losses and liability for damages to persons or property, including costs and attorneys' fees,
that may be asserted or claimed by any person,firm,entity,corporation,political subdivision
or other organization arising out of or in connection with Consultant's negligent and/or
intentionally wrongful acts or omissions under this Agreement;but excluding such actions,
claims, demands, lawsuits and liability for damages to persons or property arising from the
negligence or intentionally wrongful acts of City, its officials, employees or agents.
AGREEMENT-COUNTS UNLIMITED,2007 3
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in real
property and shall not acquire any interest,direct or indirect,in the geographical area covered
by this Agreement or any other source of income, interest in real property or investment
which would be affected in any manner or degree by the performance of Consultant's
Services. Consultant further covenants and represents that in the performance of its duties
hereunder, no person having any such interest shall perform any Services under this
Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform
Act because Consultant:
A. Does not make or participate in:
the making or any governmental decisions regarding approval of a rate,rule
or regulation, or the adoption or enforcement of laws;
the issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
authorizing City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi) adopting, or granting City approval of, policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in making a
governmental decision or otherwise perform the same or substantially all the same duties for
City that would otherwise be performed by an individual holding a position specified in
City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's office
pursuant to the written instructions provided by the Office of the City Clerk.
AGREEMENT-COUNTS UNLIMITED:2007 4
ARTICLE 8 - GENERAL CONSIDERATION
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing Party shall,in addition to any costs and other relief,be entitled
to the recovery of its reasonable attorneys'fees,including fees for use of in-house counsel by
a party.
8.2 All documents,records,drawings,designs,cost estimates,electronic data files,databases and
other documents developed by Consultant pursuant to this Agreement, and any copyright
interest in such documents, shall become the property of City and shall be delivered to City
upon completion of the Services,or upon the request of City. Any reuse of such documents
and any use of incomplete documents will be at City's sole risk.
8.3 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services described in this Agreement. All
personnel employed by Consultant are for its account only,and in no event shall Consultant
or any personnel retained by it be deemed to have been employed by City or engaged by City
for the account of, or on behalf of City.
8.4 Unless earlier terminated as provided for herein, this Agreement shall terminate upon
completion and acceptance of the Services by City.
8.5 This Agreement may be terminated by the City,without cause,by providing five(5)business
days prior written notice to the Consultant (delivered by certified mail, return receipt
requested)of intent to terminate.
8.6 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but(1)no amount shall be allowed for anticipated profit or unperformed services,and
(2) any payment due Consultant at the time of termination may be adjusted to the extent of
any additional costs to City occasioned by any default by Consultant.
8.7 Upon receipt of a termination notice, Consultant shall (1) immediately discontinue all
services affected,and(2)within five(5)days of the date of said termination notice,deliver or
otherwise make available to City, copies (in both hard copy and electronic form, where
applicable) of any data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services required by this Agreement. Consultant shall be
compensated on a pro-rata basis for work completed up until notice of termination.
8.8 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at the
office of Consultant.
AGREEMENT-COUNTS UNLIMITED,2007 5
8.9 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understandinp,between the Parties as to the matters contained herein,
and any prior negotiations,written proposals or oral agreements relating to such matters are
superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
8.10 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
City of Redlands Counts Unlimited Inc.
4440t.4 '00 e""t�
By: By. N. Sackett
0on Harrison, Mayor Barbara
President
Attest:
A
City Clerk, City�Odjands
ATTACHMENT"A"
Scope of Services:
Conduct traffic data collection services, which include traffic volume counts,turning movement
counts and vehicle classification counts on the following street intersections:
1. Orange Street at San Bernardino Avenue
2. Wabash Avenue at Fifth Avenue
3. Wabash Avenue at Citrus Avenue
4. Alessandro Road at railroad track crossing
AGRFE,MENq-COUNTS L' LIMITED) 2401
ATTACHMENT"B"
Rate Schedule:
Counters (on-call) $15.00 per hour
Field Technician $35.00 per hour
AGREEMENT-COUNTS UNLIMITED,007