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HomeMy WebLinkAbout25C - AGMT - TRAFFIC COUNTING SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 4, 2013 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED Score 96.0 ❑ As Recommended AGREEMENTS WITH NATIONAL DATA & [I As Amended SURVEYING SERVICES AND p Ordnance on 2° Reading TRANSPORTATION STUDIES, INC., FOR ❑Implementing Resolution TRAFFIC COUNTING SERVICES ❑ Set Public Hearing For ........CONTINUED TO /�Z•ti� FILE NUMBER CITY AGER Authorize the City Manager and Clerk of the Council to execute agreements with National Data & Surveying Services and with Transportation Studies, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide traffic counting services, each for an amount not to exceed $30,000, with an option to extend the agreements for two one -year terms. DISCUSSION The recommended action will allow the City to contract for annual traffic counting services to conduct counts needed for neighborhood studies, the biannual citywide traffic volume study, the annual traffic signal priority studies, and grant funding applications. These contracts also include data collection and speed surveys in support of the speed hump program. A Request for Proposals (RFP) for annual traffic counting services was posted on the City website on Monday, September 9, 2013. Five consultants submitted proposals that were reviewed by Public Works Agency staff. The ratings were based on experience, qualifications, project understanding, scheduling, past performance, and the overall proposal. Once rated, the sealed bids of the top three firms were opened. The RFP required each firm to submit proposed costs for a particular scenario of work. The costs for the scenario are for comparison purposes only and those costs are not reflective of the amount to be contracted. The proposal scores and total costs for the scenario are: Rank 1 Firm National Data & Surve in Services Score 96.0 Total Scenario Cost $22,950 2 Transportation Studies, Inc. 91.7 $20,315 3 Counts Unlimited 81.7 $24,000 Based on the rating and costs, staff recommends that the consulting firms National Data & Surveying Services and Transportation Studies, Inc., be retained for an amount not to exceed $30,000 each for traffic data collection services. 25C -1 Agreements for Traffic Counting Services November 4, 2013 Page 2 of 2 The consultants will be paid only for the services performed as needed and in accordance with the rates submitted in their respective proposals. Each contract will include an option to extend the agreement for two one -year terms for a total maximum of three years. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The total cost of each agreement is not to exceed $30,000 per year. An allocation of $30,000 has been budgeted in the FY 12113 and FY 13114 Capital Improvement Programs in the Measure M2 Local Fairshare Fund (Accounting Unit 03217662). Edwin "William ez, P.E. Francisco Gutierrez Interim Executive Director Executive Director Public Works Agency Finance & Management Services Agency EWG/TH Exhibits: 1. Draft Agreement 2. Draft Agreement with Transportation Studies, Inc. 25C -2 Project: Account No.: Project Manager: Zdenek Kekula $: not to exceed $30.000.00 AGREEMENT FOR PROVISION OF TRAFFIC COUNTING SERVICES THIS AGREEMENT made and entered into this 4t4 day of November, 2013 by and between National Data and Surveying Services, Inc., a California corporation (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic counting and data collection services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform traffic counting services on an on -call basis, including traffic counts for neighborhood surveys, bi- annual city -wide Average Daily Traffic study, city -wide Turning Movement study, and counts for signal priority list studies, in addition to pedestrian counts, speed surveys, and vehicle classifications. Said services will be provided as set forth in Traffic County Services — Scope of Services, attached hereto as Exhibit A and incorporated by this reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Consultant's Fee Schedule, attached hereto as Exhibit B and incorporated by reference. The total sum to be expended under this Agreement shall not exceed $30,000.00, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 25G 1 -3 =:�U_ This Agreement shall commence on the date first written above and terminate on October 31, 2014, unless terminated earlier in accordance with Section 13, below. This Agreement may be renewed for up to two additional one -year terms upon the same terms and conditions set forth herein. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25C -4 (i) Consultant shall maintain all insurance required above in frill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harness the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, I udicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the effects arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of 25C -5 law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax No. 714 - 647 -6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Fax No. 714 - 647 -5622 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax No. 714- 647 -6515 To Consultant: National Data & Surveying Services, Inc. Avi Tashman 8370 Wilshire Boulevard, Suite 205 Beverly Hills, California 90211 Fax No. 323 - 375 -1666 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of 25C -6 calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be 25C -7 the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Ill 25C -8 ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager NATIONAL DATA AND SURVEYING SERVICES, INC. AVI TASHMAN President 25C -9 EXHIBIT A CITY OF SANTA ANA TRAFFIC COUNTING SERVICES SCOPE OF SERVICES I. DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this Request for Proposals (RFP) for Traffic Counting Services. Neighborhood requests for City assistance in solving intrusive traffic problems often require a series of traffic counts to be taken at specific locations over several days to confirm and then to monitor the intrusive traffic. In such a situation, it is important that the same firm be used throughout the study for consistency and reliability. In addition to typical counts for stop sign warrants, the annual contract for traffic counting services may also include the bi- annual city -wide Average Daily Traffic study, City -wide Turning Movement study, and traffic counts for our signal priority list studies. Pedestrian counts, speed surveys, vehicle classifications (using machines) and /or other services may also be requested as part of this contract. For services not specifically listed, a price for such services will be agreed to, if requested. From the proposals received, up to two firms will be selected. The City will enter into an agreement with each firm. As traffic counting needs are identified, they will be distributed among the selected firm based upon each firm's ability to meet the needs of the particular study. The City reserves the right to assign the work in any manner which will best serve the City's interests. A. IMPLEMENTATION 1. City staff shall have the right to modify, reduce, or delete the services as needed by City. 2. The term of the contract shall be for 1 year which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last. City shall retain an option to renew on the same terms and conditions as set forth herein for 2 additional one -year terms, for a total maximum total of 3 years. B. SCOPE OF WORK The Consultant shall provide necessary services for collecting traffic count data for various studies on an as needed basis. This may include, but not be limited to 24- hour ADT counts, 24 -hour entering traffic volume counts, intersection turning movement counts for 2, 4, or 6 -hour, etc. periods, hourly pedestrian counts, speed surveys, and machine vehicle classifier data. 25C -10 For the assigned tasks, the Consultant shall compile the traffic data and provide the following to the City: • For each ADT volume count, a two - directional 15- minute count sheet with hourly totals, similar in format to the sample set forth in Attachment 1. Note: Consultant must be able to provide up to 25 simultaneous count locations for neighborhood traffic counts. • For each entering traffic volume count, a 15- minute count sheet with hourly totals, containing all legs of the intersection (sample in Attachment 1). • For each manual turning movement count, a 15- minute count sheet for each count period, with the actual peak hour(s) identified (sample in Attachment 1). Note: Consultant must be able to provide up to 15 simultaneous count locations for neighborhood traffic counts or for various intersection locations throughout the City. • For each intersection pedestrian count, a 15- minute count sheet for each count period, plus a count sheet of manual (vehicle) turning movements, if requested. Note: Counts categorized by age group may be requested for certain locations. • For the Citywide Average Daily Traffic (ADT) study: a. Count sheets as described above. Note: Consultant should be prepared to conduct counts at 280 locations within a 2 -month period. b. 'Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files. c. Traffic Flow Maps, sample in Attachment I, will be included in the "Traffic Census" booklet. City will furnish the street map on computer diskette, compatible with AutoCAD or Microstation. Depending on the cost provided by the Consultant, the City may choose to complete this map in- house. d. If, due to the cost limit of the contract, more than one Consultant is needed to complete the study, the City will furnish the count data collected by the "secondary" Consultant to the "prime" Consultant who is compiling the "Traffic Census" booklet. The "prime" Consultant will include this data in the count summary and on the flow maps of the "Traffic Census" booklet. e. Before the Consultant(s) begin the study, a schedule will be developed in cooperation with the Consultant(s) regarding when the counts will be conducted, and when the count data and 'Traffic Census" booklet will be delivered. • Computer file(s) for all counts conducted by the consultant, including manual or machine counts, in Excel spreadsheet format every three (3) months. Computerized files shall also be provided upon city' staff request. 25C -11 EXHIBIT B Corporate office 8370 Wilshire Blvd. Ste 209 Beverly Hills, CA 90211 T- (323) 782.0090 F- (323)375 -1606 EmaiL Info mdsdata.com National Data & Surveying Services October 08, 2013 City of Santa Ana Public Works Agency 20 Civic Center Plaza — M -21 Office of the Executive Director, 4s' Floor Santa Ana. CA 92702 Attn: Zed Kekula. Subject: PRICE PROPOSAL for Proposal for Annual Contract for Traffic Counting Services Dear Zed Kekula Consultant Rate Comparison Form and Fee Support information is attached as requested. Fee schedule as follows: 24 -hour single tube count (On Call) _ $38.00 each 24 -hour dual tube counts (On Call) _ $40.00 each Citywide ADT (24 -hour dual tube) counts = $40.00 each Traffic Census booklet (ADT summaries), 25 bound copies = $100.00 lot Traffic Flow Maps = $850.00 lot Intersection Turning Movement (ITM) & Pedestrian Counts 2 -hours (lea 2 -hour count period)_ $80.00 each 4 -hours (2ea 2 -hour count periods) _ $135.00 each 5 -hours (3ea 2 -hour count periods) _ $195.00 each Hourly rate for additional hours fTM &Pedestrian counts = $30.00 per hour Radar Speed studies = 45.00 each 24 -hour machine Speed studies = $80.00 each 24 -hour machine vehicle classifier studies = $80.00 each Sincerelx Avi Tashman President 25C -12 Proj ect: Account No.: Project Manager: Zdenek Kekula $: not to exceed $30,000.00 AGREEMENT FOR PROVISION OF TRAFFIC COUNTING SERVICES THIS AGREEMENT made and entered into this 4`h day of November, 2013 by and between Transportation Studies, Inc., a California corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic counting and data collection services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform traffic counting services on an on -call basis, including traffic counts for neighborhood surveys, bi- annual city -wide Average Daily Traffic study, city -wide Turning Movement study, and counts for signal priority list studies, in addition to pedestrian counts, speed surveys, and vehicle classifications. Said services will be provided as set forth in Traffic County Services Scope of Services, attached hereto as Exhibit A and incorporated by this reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Consultant's Fee Schedule, attached hereto as Exhibit B and incorporated by reference. The total sum to be expended under this Agreement shall not exceed $30,000.00, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. fl�BIT 3. TERM This Agreement shall commence on the date first written above and terminate on October 31, 2014, unless terminated earlier in accordance with Section 13, below. This Agreement may be renewed for up to two additional one -year terms upon the same terms and conditions set forth herein. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25C -14 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to firmish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the effects arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 25C -15 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax No. 714- 647 -6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Fax No. 714-647-5622 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax No. 714 - 647 -6515 To Consultant: Transportation Studies, Inc. Patti A. Totten 2640 Walnut Avenue, Suite H Tustin, California 92780 Fax No. 714 -508 -3602 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25Ct -16 10. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. H. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 25C -17 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25C -18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager TRANSPORTATION STUDIES, INC. PATTY TOLTEN President 25G -19 EXHIBIT A CITY OF SANTA ANA TRAFFIC COUNTING SERVICES SCOPE OF SERVICES I. DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this Request for Proposals (RFP) for Traffic Counting Services. Neighborhood requests for City assistance in solving intrusive traffic problems often require a series of traffic counts to be taken at specific locations over several days to confirm and then to monitor the intrusive traffic. In such a situation, it is important that the same firm be used throughout the study for consistency and reliability. In addition to typical counts for stop sign warrants, the annual contract for traffic counting services may also include the bi- annual city -wide Average Daily Traffic study, City -wide Turning Movement study, and traffic counts for our signal priority list studies. Pedestrian counts, speed surveys, vehicle classifications (using machines) and /or other services may also be requested as part of this contract. For services not specifically listed, a price for such services will be agreed to, if requested. From the proposals received, up to two firms will be selected. The City will enter into an agreement with each firm. As traffic counting needs are identified, they will be distributed among the selected firm based upon each firm's ability to meet the needs of the particular study. The City reserves the right to assign the work in any manner which will best serve the City's interests. A. IMPLEMENTATION City staff shall have the right to modify, reduce, or delete the services as needed by City. The term of the contract shall be for 1 year which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last. City shall retain an option to renew on the same terms and conditions as set forth herein for 2 additional one -year terms, for a total maximum total of 3 years. B. SCOPE OF WORK The Consultant shall provide necessary services for collecting traffic count data for various studies on an as needed basis. This may include, but not be limited to 24 -hour ADT counts, 24 -hour entering traffic volume counts, intersection turning movement counts for 2, 4, or 6 -hour, etc. periods, hourly pedestrian counts, speed surveys, and machine vehicle classifier data. For the assigned tasks, the Consultant shall compile the traffic data and provide the following to the City: • For each ADT volume count, a two- directional 15- minute count sheet with hourly totals, similar in format to the sample set forth in Attachment 1. Note: Consultant must be able to provide up to 25 simultaneous count locations for neighborhood traffic counts. 25C -20 • For each entering traffic volume count, a 15- minute count sheet with hourly totals, containing all legs of the intersection (sample in Attachment 1). • For each manual turning movement count, a 15- minute count sheet for each count period, with the actual peak hour(s) identified (sample in Attachment 1). Note: Consultant must be able to provide up to 15 simultaneous count locations for neighborhood traffic counts or for various intersection locations throughout the City. • For each intersection pedestrian count, a 15- minute count sheet for each count period, plus a count sheet of manual (vehicle) turning movements, if requested. Note: Counts categorized by age group may be requested for certain locations. • For the Citywide Average Daily Traffic (ADT) study: a. Count sheets as described above. Note: Consultant should be prepared to conduct counts at 280 locations within a 2 -month period. b. "Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files. c. Traffic Flow Maps, sample in Attchment 1, will be included in the "Traffic Census" booklet. City will furnish the street map on computer diskette, compatible with AutoCAD or Microstation. Depending on the cost provided by the Consultant, the City may choose to complete this map in- house. d. If, due to the cost limit of the contract, more than one Consultant is needed to complete the study, the City will furnish the count data collected by the "secondary" Consultant to the "prime" Consultant who is compiling the "Traffic Census" booklet The "prime" Consultant will include this data in the count summary and on the flow maps of the "Traffic Census" booklet. e. Before the Consultant(s) begin the study, a schedule will be developed in cooperation with the Consultant(s) regarding when the counts will be conducted, and when the count data and "Traffic Census" booklet will be delivered. Computer file(s) for all counts conducted by the consultant, including manual or machine counts, in Excel spreadsheet format every three (3) months. Computerized files shall also be provided upon city' staff request. 25C-21 O� - TS/ TianapoKa[!on St.&;.., /tic. A Tra/f!c Cat. Cn1 1act /on Company crTY Oi sSA A ANA Fee Schedaile 24 ".., M¢cGlne U-11l rxI- Cirac? anal ar dlrecH.noQ 1 To 300 Locations S 30.00 per location 24 rrour brae! i— Counts ipproneL) 4 LoK Tnterseetion S 120.00 per location 3 T.eg Intorsection S 90.00 per location Mamru[ rTmn'aq Mnvemun Coua[s 1 person per location $ 33 -00 per hour 2 people per location s 66.00 per hour 16 Dour Speed and Axle C /na. jeurlan C.an[s 2 Lanes $ 80.00 per 1—t- 3-4 Lance $ 160 -00 per locafion x4dar sn. -� y,. 1 -100 Locations S 3500 por Iccntion 100 -over s 30.00 per lownou V"de. Corot 8 Videu S 45.00 por Hour Video Only 5 10.00 per Hour 2640 Walnut Awe— , Sulte H • T SNn, CA 927SO • (714) SOB -3612 � Fas ('/14) 509 -3602 25C!22