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HomeMy WebLinkAboutContracts & Agreements_66a-2010_CCv0001.pdf AGREEMENT FOR TRAFFIC COUNT SERVICES This agreement for the provision of traffic count services ("Agreement") is made and entered into this 6th day of May, 2010 (Effective Date"), by and between the City of Redlands, a municipal corporation ("City")and Counts Unlimited Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and, together, as the "Parties." I.n consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE l - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide professional services to complete the turning movement and classification traffic counts for the 2010 annual Congestion.Management update(the "Services"). The Services which Contractor shall perform consist of traffic data collection win the City of Redlands for 2 hour AM and 2 hour PM turning movement counts including right turns on red and vehicles classification counts located at the intersections of: Alabama Street and Barton Road Orange Street and San Bernardino Avenue Wabash Avenue and 5`11 Avenue Wabash Avenue and Citrus Avenue 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. 1.3 Consultant shall comply with all applicable Federal, State and local laws and regulations in the performance of its obligations under this Agreement including,but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. ARTICLE 2 —RESPONSIBILITIES OF CONTRACTOR 2.1 The total compensation for Consultant's performance of the Services shall be Seven. Hundred Twenty Dollars (5720). 2.2 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail should be addressed as follows: City: Art Creef, Associate Engineer Municipal Utilities and.Engineering Department City of Redlands P.O. Box 3005 Redlands, CA 92373 Consultant: Abe F. Campos, Project Manager 1;cad-im'Agreemc tm.(oui ks Unlimited Professional services Agreement.doe I Counts Unlimited Inc. 25286 Jaclyn Avenue ' Moreno Valley, CA 92557 s 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 who notices and payments are to be given by giving notice pursuant to this section. ARTICLE 3 - INSURANCE AND INDEMNIFICATION 3.1 Insurance, Generally. 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 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. 3.2 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in accordance with the laws of the State of California, with an insurance carrier acceptable to City. 3.3 Hold Harmless and Indemnification. 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 Consultant's and its officers', employees' and agents' sole negligent acts or sole negligent omissions in performing the Services. 3.4 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the term 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. City shall be named as an additional insured. Such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City. 3.5 Professional. Liability Insurance. Consultant shall secure and maintain professional. liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.. 3.6 Business Auto Liability Insurance. Consultant shall secure and maintain 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 throughout the term of this Agreement. 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. Such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. City shall be named as an additional insured. I:'.ca',d t*a gi-eements Ccs°,ants Unlimited Professional Services Agreement.doc 2 ARTICLE 4.- CONFLICTS OF INTEREST 4.1 Consultant covenants and represents that it does not have any investment or interest in any real property within the City of Redlands 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. 4.2 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; (ii) the issuance, denial, suspension or revocation of permits, licenses, applications, certifications, approvals, orders or similar authorizations or entitlements; (iii) authorizing City to enter into, modify or renew a contract; (Iv) granting City approval to a contract that requires City approval and to Z:� 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. 4.3 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 Form 700 with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 5 - GENERAL CONSIDERATIONS 5.1 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 Unlimited Professional Servilces,Agreement.doc 3 relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party i 5.2Consultant shall not 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. 5.3 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. 5.4 Consultant is for all purposes an.independent contractor. Consultant shall supply all tools and instrumentalities required to perform the Services. 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. 5.5 This Agreement may be terminated by either Party, in its sole discretion and without cause, by providing five (5) business days' prior written notice to the other Party (delivered by certified mail,return receipt requested)of intent to terminate. 5.6 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. 5.7 Upon receipt of a termination notice, Consultant shall immediately discontinue all services affected, and within five (5) business days of the date of the termination notice, deliver or othenvise make available to City, copies (in both hard copy and electronic form, where applicable) of any data, 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. 5.8 This Agreement 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. Any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 5.9 This Agreement shall be governed by and construed in accordance with the laws of the State of California. I^ea'djjii:Agreetttencs'Coustt;LUnlini:tedProfessional s rvices.Agree ent,doe 4 IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. Zn CITY OF REDLANDS By: -- Tina Kundig, Finance Director/City easurer Attest: Z�11�A Sam Irw n, City Clerk COU`I~iTS UNLIMITED, INC. By: Authorized Signature I:%cn d'mr Avn emen=_s; aunts Unlimited Professional services g eement.do 5