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HomeMy WebLinkAboutContracts & Agreements_79-2004_CCv0001.pdf AGREEMENT TO FURNISH SERVICES FOR THE PERFORMANCE OF TRAFFIC ENGINEERING CONSULTING SERVICES This Agreement is made and entered into this I st day of June,2004 by and between the City of Redlands, a municipal corporation (hereinafter"City") and Counts Unlimited, Inc. (hereinafter "Consultant"). In consideration of the mutual promises, covenants and conditions hereinafter set forth, City and Consultant hereby agree as follows: ARTICLE I - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant,and Consultant hereby accepts the engagement,to perform traffic data collection(the"Services")for City's Congestion Management Program analysis. 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 high quality Services for the Project at the level of competency presently maintained by other practicing professional Consultants in the industry providing similar types of services. ARTICLE 2 - RESPONSIBILITIES OF CONSULTANT 2.1 The specific 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 rules, laws and regulations in the performance of this Agreement including but not limited to all applicable Labor Code and prevailing wage laws commencing at California Labor Code section 1770 et. sem. and non-discrimination laws including the American's with Disabilities Act. 2.3 Consultant further understands that if it violates the provisions of the California Labor Code relating to prevailing wage,that City may enforce the California Labor Code by withholding contract payments to Consultant or its subcontractor pursuant to Labor Code sections 1726, 1.727 and 1771.6. 2.4 Consultant agrees that if it executes an agreement with a subcontractor to assist in performance of the Services, that Consultant shall comply with California Labor Code section 1775 and 1777.7 including providing the subcontractor with copies of the provisions of Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code. Consultant acknowledges that the statutory provisions for penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813. ARTICLE 3 -RESPONSIBILITIES OF.CITY 3.1 City shall make available to Consultant information in its possession that is pertinent to the performance of Consultant's Services. 3.2 City will provide access to and make provisions for Consultant to enter upon City-owned property or rights-of-way as required by Consultant to perform the Services pursuant to this Agreement. 3.3 City designates Tom T. Fujiwara to act as its representative with respect to the Services to be performed under this Agreement. ARTICLE 4 - PERIOD OF SERVICE 4.1 Consultant shall perform the Services in a prompt and diligent manner and shall complete the Services within two weeks from the date City issues a Notice to Proceed to Consultant. ARTICLE 5 - PAYMENT AND NOTICE 5.1 The total compensation for Consultant's performance of the Services shall be in the amount of$1,780.00. 5.2 Consultant shall bill City for the Services upon its completion of the Services. Payment by City to Consultant shall be made within 30 days after receipt and approval of Consultant's invoice. 5.3 All notices,bills and payments, as required under this Agreement, shall be made in writing and may be given by personal delivery or by mail. Notices,bills and payments sent by mail shall be addressed as follows: City Consultant Tom T. Fujiwara Barbara N Sackett, President City of Redlands Counts Unlimited, Inc. 35 Cajon Street, Suite 222 25424 Jaclyn Avenue P. O. Box 3005 Moreno Valley CA 92557 Redlands CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances,notices,bill and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices,bills, and payments are to be given by giving notice pursuant to this paragraph. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 2 6.1 Consultant's Insurance to be Primary 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 commence the Services 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 work. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to City. 6.2 Workers' Compensation and Employer's Liability 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. 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 and shall not apply to any damage resulting from the sole 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 Comprehensive General Liability Insurance. 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 Professional Liability Insurance. Consultant,shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars ($1,000,000)per claim made. 6.5 Business Auto Liability Insurance. 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 for performance of the Services,hired and non-owned vehicles,and employee non-ownership 3 vehicles. Consultant shall obtain an endorsement that City shall be named as an additional insured. 6.6 Assignment and Insurance Requirements. Consultant is expressly prohibited from subletting or assigning the Services covered by this Agreement without the express written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services, Consultant shall add the subcontractor as an additional insured and provide City with the insurance endorsements prior to any work being performed by the subcontractor. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 6.7 Hold Harmless and Indemnification. Contractor 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 attorney 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 Contractor'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 sole negligence or intentionally wrongful acts of City, its officers, employees or agents. ARTICLE 7 - GENERAL CONSIDERATIONS 7.1 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. 7.2 All documents, records, drawings, designs, costs estimates, electronic data files and databases and other documents developed by Consultant pursuant to this Agreement 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 for other projects and any use of incomplete documents will be at City's sole risk. 7.3 Consultant and City agree that Consultant is, for all purposes under this Agreement, an independent contractor with regard to the Services to be provided pursuant to this Agreement and not an employee of City. All personnel employed by Consultant are for its account only, and in no event shall Consultant or any personnel retained by Consultant be deemed to have been employed by City or engaged by City for the account of or on behalf of City. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. 7.4 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance by City of the Services. 7.5 This Agreement may be terminated by City,without cause,by providing five(5)days prior 4 MAY-28-2004 FRI 12:07 PM PUBLIC WORKS - REDLANDS FAX NO. 909 798 7607 P. 06 written notice to Consultant(delivered by certified mail,return receipt requested)of intent to terminate. City shall have no liability for any claims, damages or losses resulting to Consultant as a result of any exerciso by City of its right to terminate this Agreement. 7.6 Upon receipt of a teruunation notice, Consultant shall (1) immediately discontinue all services affected,and (2)within five(5)days of the date of the termination notice,deliver or otherwise make available to City,copies(in both hard copy and electronic form,where applicable), of any data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services required by this Agreement. Consultant shall be compensated on a pro-rata basis for any work,completed up until Notico of Termination. 7.7 This Agreement,including the attachments incorporated herein by reference,represents the entire agreement relating to such matters between the parties as to the matters contained herein and anyprior negotiations,written proposals or oral agreements are superseded by this Agreement. Any amendment to this Agreement shall be in writing,approved by the City Council of City and signed by City and Consultant. 7.8 This Agreern=t"I be governed by and constmed in accordance with the laws ofthe State of California. IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have signed in conformation of this Agreement. City of Redlands,(Tlt)�') Counts Uzlimitcd,Inc,,("Consultant") By: Y: lx ,7Susan Peppier,-Niiy6T Barbara N. Sackett,President ATTEST. 5 N 3!DVd DNI G311WI-INI SiNnoo V09W6606 61:�T 1;00Z/8Z/90 EXHIBIT "A" Scope of Services: A. Conduct traffic data collection services on the following street intersections for performing the CMP analysis: 1. Alabama Street and Redlands Boulevard 2. California Street and Redlands Boulevard 3. Orange Street and Redlands Boulevard 4. Redlands Boulevard and Citrus Avenue 5. Tennessee Street and Redlands Boulevard 6. Wabash Avenue and Fifth Avenue 7. Wabash Avenue and Citrus Avenue 6