HomeMy WebLinkAboutContracts & Agreements_96-2003_CCv0001.pdf AGREEMENT TO FURNISH SERVICES FOR THE PERFORMANCE OF TRAFFIC
ENGINEERING CONSULTING SERVICES
This Agreement is made and entered into this 20"day of May,2003 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
services("Services")for conducting Congestion Management Program analysis,for the City
of Redlands, California.
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 hereby agrees to abide by 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.
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.FUJ iwara as Project Manager,to act as its representative with respect
to the Services to be performed under this Agreement.
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ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner in accordance with
the schedule attached-hereto and incorporated herein by reference as set forth in Exhibit"B,"
entitled"Project Schedule".
ARTICLE 5 - PAYMENT AND NOTICE
5.1 The total compensation for Consultant's performance of Services $2,340.00.
5.2 Consultant shall bill City within ten days following the close of each month by submitting
an invoice indicating the Services performed,who performed the services,indirect costs,and
the detailed cost of all Services, including backup documentation. Payments by City to
Consultant shall be made within 30 days after receipt and approval of Consultant's invoice,
by warrant payable to Consultant.
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:
Ci1y Consultant
Tom T. Fujiwara Barbara N Sackett
City of Redlands Counts Limited, 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
6.1 Consultant's Insurance to be Primary
All insurance required by this Agreement is to be maintained by Consultant for the duration
of this Project and shall be primary with respect to City and non-contributing to any
insurance or self-insurance maintained by the 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 work. All insurance
policies shall include a provision prohibiting cancellation of the policy except upon thirty
(30)days prior written notice to City.
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6.2 Workers' Compensation and Employer's Liability
A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration ofthis 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 officers,
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
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 I million
($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 non-owned vehicles, and employee non-ownership 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 any of 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, the Consultant will 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.
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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 Consultant shall not sublet or assign any of the Services to be performed under this
Agreement, except with the prior written approval of City and in strict compliance with the
terms,provisions and conditions of this Agreement.
7.3 Consultant's key personnel for the Project are as follows:
Barbara N. Sackett
Consultant agrees that the key personnel shall be made available and assigned to the Project,
and that they shall not be replaced without concurrence from City.
7.4 All documents, records, drawings, designs, costs estimates, electronic data files and
databases and other Project documents developed by the 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.
7.5 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 the 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.
7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance by City of the Services.
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7.7 This Agreement may be terminated by the City,without cause,by providing twenty(20)days
prior written notice to the 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 exercise by City of its right to terminate this Agreement.
7.8 Upon receipt of a termination notice, Consultant shall(1)promptly discontinue all services
affected,and(2)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 Notice
of Termination.
7.9 This Agreement,including the attachments incorporated herein by reference,represents the
entire agreement and understanding between the parties and any prior negotiations,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.
7.10 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 conformation of this Agreement.
City of Redlands, Counts Unlimited, Inc.
("City") ("Consultant")
:
By: By /,,/le,z�zel
KARL N. (KASEY) HAWS BARBARA N. SACKETT
Mayor Title: President
ATTEST:
Denutv City Clerk
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EXHIBIT "A"
Scope of Services:
A. Conduct traffic data collection services on the following street intersections for performing
the CUT analysis:
I. Alabama Street and Barton Road
2. Alabama Street and Redlands Boulevard
3. California Street and San Bernardino Avenue
4. California Street and Redlands Boulevard
S. Mt. View Avenue and San Bernardino Avenue
6. Orange Street and Citrus Avenue
7. Orange Street and Redlands Boulevard
8. Orange Street and San Bernardino Avenue
9. Redlands Boulevard and Citrus Avenue
10. San Mateo Street and Brookside Avenue
11. Tennessee Street and Redlands Boulevard
12. Church Street and Citrus Avenue
2. Conduct 24 hour approach traffic volume counts, during mid-week, at following street
intersections:
1. Eureka Street and Stuart Avenue
2 Campus Avenue and Occidental Drive
3. Alvarado Street and Cypress Avenue
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EXHIBIT "B"
Project Schedule:
All work outlined in the"Scope of Services"will be completed within two weeks from the date of
the"Notice to Proceed."
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EXHIBIT "C"
Project Fee:
The fee for the services listed under the"Scope of Sen ices"is $2,340.00.
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