HomeMy WebLinkAboutContracts & Agreements_135-08AGREEMENT FOR COLLECTION OF TRAFFIC DATA AT
VARIOUS STREET INTERSECTIONS
This agreement for the collection of traffic data at various street intersections ("Agreement")
is made and entered into this 19thday ofAugust , 2008 ("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."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to conduct traffic vehicle counts at 16 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 may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City -owned property, as
required by Consultant, to perform the Services.
3.3 City designates Tom T. Fuj iwara 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.
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ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule as established by City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
arnount of Four Thousand Two Hundred Fifty Dollars ($4,250). City shall pay Consultant on
a time and materials basis up to the not to exceed amount, based upon the rates shown in
Exhibit "B," entitled "Rate Schedule."
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses, if any. City shall pay Consultant no later than
thirty (30) days after receipt and approval by City of Consultant' s invoice, provided (1) the
Services reflected in the invoice were performed to the reasonable satisfaction of City in
accordance with the terms of this Agreement, (2) that the number of hours of Services set
forth in the invoice reflects the amount of time ordinarily expended for such Services by
members of the profession currently practicing in the same locality under similar conditions,
and (3) that all expenses, rates and other information set forth in the invoice are consistent
with the terms and conditions of the Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City
Tom T. Fujiwara
Municipal Utilities and Engineering Dept.
City of Redlands
35 Cajon Street, Suite 15A
PO Box 3005 (mailing)
Redlands, CA 92373
Consultant
Abe Campos
Counts Unlimited Inc.
25286 Jaclyn Avenue
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 who notices and payments are to
be given by giving notice pursuant to this section 5.3.
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ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Insurance Required. 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, All 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 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain
Worker' s 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.
6.3 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 omissions in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express prior written consent of City. In the event of agreement by the Parties to assign a
portion of the Services, Consultant shall add the assignee as an additional insured and
provide City with the insurance endorsements required by this Agreement prior to the
performance of any Services by the assignee. Assignment does not include printing or other
customary reimbursable expenses that may be provided for in this Agreement.
6.5 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.
6.6 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.
6.7 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 in connection with Consultant' s provision of the Services,
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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.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in real
property that may be the subject of 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:
(i) 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 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.
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ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. 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 Prohibition Against Assignment. 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 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files, databases and 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 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor. Neither
City nor any of its agents shall have control over the conduct of Consultant or any of
Consultant's employees, except as herein set forth. 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. 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 Termination.
A. Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion, by provid ing thirty
(30) days' prior written notice to Consultant (delivered by certified mail, return receipt
requested) of City' s intent to terminate.
C. 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.
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D. 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 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. Consultant shall be compensated on
a pro-rata basis for Services completed up to the date of termination.
8.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices, accounts
and all 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 to this Agreement. Such books shall be available at all
reasonable times for examination by City at the office of Consultant.
8.7 Entire Agreement/Amendment. 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, any amendment to this Agreement shall be in writing, approved by City and signed
by City and Consultant.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
8.9 Severability. 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 any of 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.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By:--��--
Tina T. Kundig
Finance Director
Attest:
ttest:
Teresa Ballinger, As istant City Clerk
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COUNTS UNLIMITED INC.
By: n �—
Abe Campos
President
ATTACHMENT A
City of Redlands
Traffic Data Collection
SCOPE OF SERVICES
Conduct traffic data collection services in accordance with SANBAG CMP requirements, which
include traffic turning movement counts and vehicle classification counts on the following street
intersections:
1. California Street and the I-10 freeway eastbound off ramp.
2. California Street and the I-10 freeway westbound off ramp.
3. Tennessee Street and the I-10 freeway eastbound off ramp.
4. Tennessee Street and the I-10 freeway westbound off ramp.
5. Eureka Street and the I-10 freeway eastbound off ramp.
6. 6th Street and the I-10 freeway westbound off ramp.
7. University Avenue and the I-10 freeway eastbound off ramp.
8. Cypress Avenue and the I-10 freeway westbound off ramp.
9. Ford Street and Redlands Boulevard and the 1-10 freeway westbound off ramps.
10. Wabash Avenue and the I-10 freeway westbound off ramp.
11. San Bernardino Avenue / Citrus Plaza Drive and the SR-210 freeway southbound
off ramp.
12. San Bernardino Avenue/ Tennessee Street and the SR-210 freeway northbound
off ramp.
13. Orange Street (SR-38)and Colton Avenue.
14. Orange Street (SR-38)and Lugonia Avenue.
15. Wabash Avenue and Lugonia Avenue (SR-38).
16. Mountain View Avenue and San Bernardino Avenue.
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ATTACHMENT B
City of Redlands
Traffic Data Collection
RATESCHEDULE
Quantity Description
16 Turning Movement Counts
2 hr AM/2 hr PM Right on red $170.00 each
128 Classification reports
8 per intersection, 16 intersections@$10.00 each
TOTAL
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Amount
$2,890.00
$1,360.00
$4,250.00