HomeMy WebLinkAboutContracts & Agreements_43-2012_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the performance of traffic counts services ("Agreement") is made
and entered in this 24 day of March, 2012 ("Effective Date"),by and between the City of
Redlands,a municipal corporation ("City") and National Data& Surveying Services
("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"
and, together, as"Parties." In consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE I —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform traffic counts services at various locations in
the City of Redlands(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 that Consultant shall perform are traffic counts services on an as needed and
requested basis by City.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this agreement including,but not limited to State prevailing wage
laws.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Chris Diggs, Assistant Utilities Director, as City's representative with
respect to performance of the Services, and such person shall have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services.
ARTICLE 4-- PERFORMANCE OF SERVICES
4.1 Consultant shall commence the Services upon City's delivery to Consultant of a written
"Notice to Proceed."
4.2 Consultant shall complete the Services within five (5) calendar days from and after the date
of the City's issuance to Consultant of the Notice to Proceed.
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4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City,consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of One Thousand Four Hundred Fifty Dollars ($1,450).
5.2 Consultant shall Submit an invoice to City describing the Services performed upon
completion of the Services. Consultant's invoice shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom. City shall pay Consultant no later than thirty (30) days after receipt and
approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
CAY Consultant
Chris Diggs, Assistant Utilities Director Josie Crivello
City of Redlands National Data& Surveying Services
35 Cajon Street, Suite 15A 8370 Wilshire Boulevard, Suite 205
P.O. Box 3005 (mailing) Beverly Hills, CA 90211
Redlands, CA 92373
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 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 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 unless and
until the 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. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty(30)days prior
written notice to City.
6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California, with an insurance carrier acceptable to City as
described in Exhibit"A."entitled"Workers' Compensation Insurance Certification,"
which is attached hereto and incorporated herein by this reference.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars($1,000,000)per
V,ca djm�Agreements,,Traffic Counts Agreement.doe 2
occurrence and Two Million Dollars ($2,000,000)aggregate for public liability,property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall have business auto liability coverage,with minimum limits of One
Million Dollars($1,000,000) per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non-owned
vehicles,and employee non-ownership vehicles. City shall be names as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability,including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by and negligent act, omission or failure to act by Consultant, its officers, employees and
agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7-1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income,interest in real property or investment that 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:
(1) the making or any City governmental decisions regarding approval of a
rate,rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements;
(111) authoring 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 the same
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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, Consultant shall complete and file a Fair Political Practices Commission Form
700, State of Economic Interests with the City Clerks' office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8---GENERAL CONSIDERATIONS
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 the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms, and conditions of this Agreement.
8.3 Project related documents, records, drawings, designs, cost estimates, electronic data
r0i
files, databases and any other documents developed by Consultant in connection with its
performance of the Services, 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,shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees,except as herein
set forth. Consultant shall supply necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or 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. Consultant
shall have no authority, express by City for the account of, or on behalf of City.
Consultant shall have no authority, express or implied, to act on behalf of City in any
capacity whatsoever as an agent, nor shall Consultant have any authority, express or
implied,to bind City to any obligation.
8.5 This Agreement shall terminate upon completion and acceptance of the Services by City;
provided,however this Agreement may be terminated by City, in its sole discretion, by
providing one (1) day prior written notice to Consultant(delivered by certified mail,
return receipt requested) of City's intent to terminate. 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 Scrviccs, and (2) any payment dude
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and,within five(5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies(in both bard copy and electronic form, where applicable) of project related data,
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design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8:6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three(3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant o this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference,represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses,paragraphs or
sections contained herein,unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS NATIONAL DATA& SURVEYING
SERVICE
y: Y u2
Tina Kundig, Finance DirectorlTreasur eisie"rivella
Attest:
Sam l in, ivy Clerk
Laca'Am Agreements_Traffic Counts Agreement.doc 5
EXHIBIT "A"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
FOR TRAFFIC COUNT SERVICES
Every employer except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation in one or more insurer
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the
Director of Industrial Relations of ability to self-insure and to pay any
compensation that may become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such
provisions before commencing the performance of the work of this Agreement. (Labor Code
§1861).
NATIONAL DATA & SURVEYING SERVICES
J le Crivello Date:
L',ca,djnf,Agreements,Traffic Counts AgreQmcnt.doe 6
DATE RAWDID'
CERTIFICATE OF LIABILITY INSURANCE 3/19/2012 'YYYY)
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 policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Yehuda K
NAME a-plan
ROSEWOOD RISK MGMT & INS SOLUTIONS PHONE (32 -------T_
899_3081 FAI"o" (323) 800-6745
(A,C
(AIC,No,Ext) - (AIC,No)
7162 Beverly Blvd, Ste 180
ADDRESS� ykaplan@rrmis.com
Los Angeles, CA 90036 y
License#:OH38577 NAIC
-——-------------------------- -
INSURER A Travelers Indemnity Company of CT 25682
INSURED National Data and Surveying Services Inc. INSURER B Travelers Property Casualty Co of Amer25674
INSURER c Travelers Indemnity Company 25658
8370 Wilshire Blvd. , Ste 205 INSURER D
Beverly Hills, CA 90211 INSURER E,
1 (323) 782-0090 PINSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
'HIS 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,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS-
fN_S_R_--TYPE OF INSURANCE A b`bL SUER -POITI-Y-Exp-
LTR INSR 3WD-__ POLICY NUMBER (MM/DD/YYYY) (MM/DD,'YYYY) LIMITS
GENERAL LIABILITY
EACH OCCURRENCE $ 1 ,1 00
X COMMERCIA! GENERAL LIABILITY LIAMA13t It) .o=unence) 0,- -0 00
PREMISES(Eal
CLAIMS-MADE ...... 300_.00 0
OCCUR MED EXP(Anyone Person) 5
.0-0-0-
A y Y 680-6A814536-TCT-11 9/17/2011 9/17/2012 PERSONAI &ADV INJURY s 1,000,000
GENERAL AGGREGATE s 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGO
FRD� s 2 .000-1-000
LX[Plily J]1E Lee
_13
AUTOMOBILE LIABILITY
Ea accident s 1,000,000
X ANYAUTO BODILY INJURY(Per person) S
— ALLOWNED SCHEDULED BA-6A815938-11-GRP 9/17/2011 9/17/2012
B _ ALTOS x1 AUTOS y y BODILY INJURY(Per accident) $
X NON-OlIVNED -PROPERTY DAMAGE
X H RED AUTOS Fx AUTOS (Per accident) S.
x UrSBR;ELLA UAB OCCUR EACH OCCURRENCE s 5,006-1000-
;Ss C_."J_ CUP-006A81914A
C JEXCESS LIAR 9/17/2011 9/17/2012
X CLAIMS-MADE AGGREGATE $ 5,000,000
DED RETENTION S 0
AfORKERS COMPENSATION x IWC STAI IOTLk
AND EMPLOYERS'LIABILITY YIN _UqE��TLL� _
ANY PROPETORIPARTNERTEXECUTIVE XU9
B-3793T8
R -8-119/17/2011 9/17/2012
CFFICERiMEPABER EXCLUDED' ❑ NIA y JE 1-EACH ACCIDENT $ 1,000,000
B
{Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000
If yes.describe under
------ E L DISEASE-POLICY LIMIT 1 000 000
21-
DESCR:PTION 01 OPERATI=ONS;-',CATIO.%'S,VH!CLES IAI!a-n ACORD 101 Addit,ohal Remarks Schedule if morespace,s re-red)
The City of Redlands, is provided additional insured status on a primary and
noncontributory basis as required by written contract or agreement.
A Waiver of Subrogation is in favor of the additional insured's.
30 Days Written Notice for Cancellation, 10 Days for non-payment of premium.
CERTIFICATE HOLDER CANCELLATION
City of Redlands SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
35 Cajon Street Suite 15A THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Redlands, CA 92373 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
-5 1988-2010 ACORD CORPORATION-All rights reserved,
ACORD25,112010105) The ACORD name and logo are registered marks of ACORD
OP ID: DW
FPATE Ill
CERTIFICATE OF LIABILITY INSURANCE mIODN03120/12YYY)
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 policy(ies)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).
CONTACT
PRODUCER 518-384-1100
Marshall&Sterling Upstate 518-384-0193 PHONE
113 Saratoga Road EMAIL
Glenville, NY 12302 ADDRESS:PRODUCER
Jon D. Brodsky CUSTOMER ID#,NATIO01
INSURER(S)AFFORDING COVERAGE NAIL#
INSURED National Data&Surveying INSURER A:Westropell-loyd's
Services,Inc. INSURER B:
8370 Wilshire Blvd Ste 205 INSURER C:
Beverly Hills,CA 90211
INSURER D:
INSURER E: T-
INSURER F: LL=i—1
COVERAGES CERTIFICATE NUMBER: REVISION 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,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
(NSR; IA DL I EFF Ey� POLICY E1X,11PY
Y�F POLICY
Y Y
-LTR TYPE OF INSURANCE INSR VwVVD POLICY NUMBER (MM1DDfYYYY) POLICY
LIMITS
I GENERAL LIABILITY
EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY PREMISES(Ea car- -I $
-CLAIMS-MADEOCCUR I MED Exp(Anyone pers—) $
PEPSCNAL&A--','INJURY
GFNFFA1-AGGRFGATE
vE-L AGG-i�,P-GATE LINI.,I APPL PER PRODUCTS-COMPIOPAGG
FJL ICYT I LOC
AUTOMOBILE LIABILITY
COMBINED SINGLE LiMff
I(Ea accident)
At,y AUTO —
B-DIL I INJURY weroersow
ALL OA,NCD AUTOS
PODII Y INJURY(Per acAaenu,s
Sf- EDULH',AUTOS
PROPPEPT,DAMAGE
H ;ED AUTOS (Per w--,cfent)
r,4 G N-0 A11JEF),AUTO S
UMBRELLA LIAB OCCHP EACH OCCURRENCE
EXCESS LIAB
-Ailos-MADF C-P�EGA7-E
DED U C 1 1 B,'-H
711 R-ETENT 13N x.
WORKERS COMPENSATION
lrllcs:ATUl Mi
T�- �
AND EMPLOYERS'LIABILITY
Y N TORy_M; p
RAEVBER Ur ;N/A:
!
(Mandatory in DH)
E DISEASE-EA E-VIPLOYE-D
ye r rje JI uer
Jt
s E. D-ISEASE-POLIICY LiMrT
CPFRATIONS�elow
A Professional Liab D31000104373E = 03/01/12 0101/13 (Limit 1,000,000
Retention 10,000
DESCRIPTION OF OPERATIONS f LOCATIONS I VE"CLES (Attach ACORD 101.Additional Remarks Schedule,if more space is required)
Proof of Coverage
CERTIFICATE HOLDER CANCELLATION
CTYRE-1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Redlands ACCORDANCE WITH THE POLICY PROVISIONS.
35 Cajon Street,Suite 15A
Redlands,CA 92373 AUTHORIZED REPRESENTATIVE
1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD