HomeMy WebLinkAbout04309 - COUNTS UNLIMITED TRAFFIC VOLUME Counts Unlimited
Traffic Volume Survey
AGREEMENT #4309
M06745, 11-15-00
CITY OF PALM SPRINGS
Engineering Division
CONTRACT SERVICES AGREEMENT FOR
Traffic Volume Counts and Speed Survey Data Collection
City Project 00-23
THIS CONTRACT SERVICES AGREEMENT(herein"Agreement"), is made and entered into this
day of 10UVr-_MBU to -_JWZO?Qy and between the CITY OF PALM SPRINGS, a municipal corporation,
(herein "City") and Counts Unlimited, (herein "Contractor"). (The term Contractor includes professionals
performing in a consulting capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the
Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which services may be referred to herein as the"services" or"work"hereunder.
As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor
is a provider of first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest
professional standards in performing the work and services required hereunder and that all materials will be of good
quality, fit for the purpose intended. For purposes of this Agreement, the phrase"highest professional standards" shall
mean those standards of practice recognized by one or more first-class firms performing similar work under similar
circumstances,
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid
which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance
with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local
governmental agency having jurisdiction in effect at the time service is rendered.
1.4 Licenses. Permits. Fees and Assessments. Contractor shall obtain at its sole cost and
expense such licenses, permits and approvals as may be required by law for the performance of the services required
by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's
performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against
any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a)
has thoroughly investigated and considered the scope of services to be performed, (b)has carefully considered how the
services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants
that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,
which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City
of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract
Officer.
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t.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans,
studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,
to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by
City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence
to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of
this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the performance of the
services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
snake changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a
written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i) the
Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of up to five percent(5%)of the Contract Sum or$25,000;
whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract
Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is
expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth
in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk
that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than
Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which
are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of
this Agreement, the provisions of Exhibit "B" shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall
be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated
herein by this reference, but not exceeding the maximum contract amount of Five thousand dollars and 00/100
( 'S 000.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include:
(i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the
services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of
Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs,telephone expense,transportation expense approved by the Contract Officer in advance, and no other expenses
and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at
all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional
compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of
Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working day
of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice
for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for
all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day
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of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant to this
Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)
established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this
reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of
Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay,
and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the
Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the
parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay
in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from
the date hereof, except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are hereby designated
as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
Barbara N. Sackett
Stephen S. Sackett
It is expressly understood that the experience,knowledge, capability and reputation of the foregoing principals
were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be
responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to
personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of
City.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the
City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of
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the progress of the performance of the services and the Contractor shall refer any decisions which must be made by
City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the
City required hereunder to carry out the terns of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability
and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this
Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of
law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five
percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without
the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located
within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with
offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to
award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the
Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local
Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements
inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider
Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep
evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in
Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any control
over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of
Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of
service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or
employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor
in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a
form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the
following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of comprehensive general
liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either
(i) a combined single limit of$1,000,000 for bodily injury, death and property damage or(ii)bodily injury limits of
$500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property
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damage limits of$500,000 per occurrence. If the Contract Sunt is greater than$100,000, the policy of insurance shall
be in an amount not less than $5,000,000 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in
such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and
provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries
or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course
of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability insurance
written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of$500,000 per
person and$1,000,000 per occurrence and property damage liability limits of$250,000 per occurrence and$500,000
in the aggregate or(ii) combined single limit liability of$1,000,000. Said policy shalt include coverage for owned,
non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including professional liability
insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its officers,
employees and agents as additional insureds, except that the City shall not be named as an additional insured for the
Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and their respective
insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without
providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of
insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in
conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence
until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing
the above insurance coverages and said Certificates of Insurance or binders are approved by the City.
All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed
by an authorized agent of the insurer, and shall contain the following "cancellation" notice:
"CANCELLATION: Should any of the above described policies be cancelled beforethe expiration date
thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named
herein."
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the
extent to which the Contractor Inay be held responsible for the payment of damages to any persons or property
resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is
otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this
Agreement,the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the
same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs,penalties, obligations,errors,otnissions or liabilities,(herein"claims or
liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or
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invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents
or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the
City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed to connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection
therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of
or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and
hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers,agents or employees is made a party to any action
or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection
with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder,
Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the
City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys' fees.
5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall
deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City
Clerk, which secures the faithful performance of this Agreement,unless such requirement is waived by the Contract
Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed
thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in
force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully
performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be
satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent
edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial
category Class VII or better,unless such requirements are waived by the City Manager or designee of the City("City
Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that
the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed
accordingly upon receipt of written notice from the City Manager or designee;provided that the Contractor shall have
the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten
(10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.
Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed
pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services
contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or
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decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
6.2 Records. Contractor shall keep,and require subcontractors to keep,such books and records
as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate
the performance of such services. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make records and
transcripts from such records. Such records shall be maintained for a period of three(3)years following completion
of the services hereunder, and the City shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and
other materials prepared by Contractor, its employees, subcontractors and agents to the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation
as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of
such completed documents for other projects and/or use of uncompleted documents without specific written
authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall
indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its
own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to
secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications,reports, records,documents and other
materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly
without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as to validity and
to performance of the parties in accordance with the laws of the State-of California. Legal actions concerning any
dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the
County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall
notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences to cure such default within ten(10)days
of service of such notice and completes the cure of such default within forty-five(45)days after service of the notice,
or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to
the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of
this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such
compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured,
provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable
to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute
hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City,
and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in
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performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by
a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall
appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest
because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to
deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect
City as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting
party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval
of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by
either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy
consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of as zero dollars
and zero cents ($0) liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this
Agreement except as specifically provided in the following Section for termination for cause. The City reserves the
right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to
Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such
shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate
this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that
where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may
determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated
termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the
notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the
Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In
the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the
reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant
to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant
to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor
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to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take over
the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to
the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made
a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled
to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be
personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for
any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,
direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which effects his financial interest or the financial interest of any corporation,partnership or association in
which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants
that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining
this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color,creed, religion, sex, marital status, national
origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that
applicants are employed and that employees are treated during employment without regard to their race, color, creed,
religion, sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing and either served
personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the
Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the
Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change
its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at
the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this
Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the
FS2/276/099999-30002160684.2 6/14/96
Re,i,,d:09/0I/98
9
0
meaning of the language used and shall not be construed for or against either party by reason of the authorship of this
Agreement or any other rule of construction which might otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral agreements between the
parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,
arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in
writing.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and
shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions
of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to
which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
CITY OF PALM SPRINGS,
ATTEST: a municipal corporation
�.y _��� r
�'U— City Manager
City Clerk
APPROVED AS TO FORM:
City Ajorney
Ll3
P52/276/099999-3000/2160684 2 6/14/96
Revised 09/01/98
10
(Corporations require two signatures: One from each of the
following: A. Chairman of Board,President,any Vice President:
AND B. Secretary, Assistant Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer).
(Check one) �/
_Individual Partnership X Corporation
CONTRACTOR: T
Counts Unlimited J,/o
By:�Un � /�j� Signature
Notarized Signature A
ibA , A Af_aroc,07
mt N e & it y/
Signature B
-Print Name & Title
Mailing Address: 25424 Jaclyn Avenue
Moreno Valley, CA 92557
(END OF SIGNATURES)
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
FS2256/099999-30002160684.2 6/W96
Rcviscd:0910158
II
CALIFORNIA ALL-PURPOSE*ACKNOWLEDGMENT No 5907
State of
County of v�i2s,p�C
O6 =2�00
On /LbU- before meA1_(34eTAea7M),I¢i4 /t1o7Any(�oPwc.
DATE NAME,TITLE OF OFFICER-E G,"JANE DOE,NOTARY PDB
I"J
personally appeared BAoc, 8,44A• .41. u��,OC
NAME(S)OF SIGNER(S)
Opersonally known to me - OR - ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
ALBERTACCETTURA� person(s) acted, executed the instrument.
V COMM.#1242417
NOTARY PUBLIC-CALIFORNIAD
RIVERSIDECOUNTY 0 WITNESS my hand and official seal:
COMM.F�tP.NOV,19,20031
- SIGNATURE OF NOTARY - —
'di
OPTIONAL
Though the data below Is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
°I CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
/
r❑��INDIVIDUAL ' Ole PA� Tete7��
.f<ORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
{ ❑ ATTORNEY-IN-FACT NUMBER OF PAGES F.I
„`,� ❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER: /1�yU D6—" ZOO a
DATE OF DOCUMENT
SIGNER IS REPRESENTING: S;/��
NAME OFPERSON(S)ORENTITY(IES) A-�F •TT'-
SIGN R(S)OTHER THAN NAMED ABOVE
91993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave,P O.Box 7184-Canoga Park,CA 91 309-71 84
CALIFORNIA ALL-PURPOSE•KNOWLEDGMENT No 6907
_- 11 7 . - —
State of aA-A/l=D6�-ti>ri
County of I tti 7i c/o
On /l.►.Y7— 66 —2 crno before me,A46"i r,4C0a77-q Ewa " C_
DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC"
personally appeared
i,T NAME(S)OF SIGNER(S)
3 X personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
= the same in his/her/their authorized
I
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
A:RRS
CETTURq person(s) acted, executed the instrument.
'=-... 1242417 +7
NOGCALIFORNIq ni -
COUNTY 0 WITNESS my hand and official-seal". -
COOV.19,2003-� -"-
�i -
SIGNATURE OF NOTARY- - -
OPTIONAL
Though the data below is not required by law, It may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL C/%.7-1 �1 S/921�45
XCORPORATE OFFICER
TITLE OR TYPE O DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
� ❑ GUARDIAN/CONSERVATOR
� ❑ OTHER: 111011— 45!5�
DATE OF DOCUMENT
SIGNER IS REPRESENTING: /-
NAME OFPERSON(S)ORENTITY(IES) a,.7T
(/ SIGNERS OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION-8236 Remme[Ave.,P.O.Box 7184-Canoga Park,CA 91 309-71 84
i •
EXHIBIT "A"
SCOPE OF SERVICES
Task 1: Kickoff Meeting
The contractor shall hold a kickoff meeting with City staff to discuss the goals of the project and
to obtain input from the City as to the specific data needed from each location, database file
format, and times table for each type of data collection and location for each data collection point.
Once the data collection points have been determined the Contractor shall submit a schedule of
when each count location is to have the road tubes placed. This schedule will be forwarded to
the Street Maintenance Division by the Contract Officer to be posted for Sweeper Operators
information. Any variation from this schedule must be submitted to the City for prior approval.
Task 2: Annual Season Traffic Volume Count Locations - Intersection Entering Traffic
Volume Count Collection
The Contractor shall collect intersection count data using one counter for each approach. These
counts shall be collected in 15 min intervals for 24 hours with each count beginning at midnight.
Each road tube location shall be marked with an 18" orange cone where the tube(s) cross the
gutter. This data shall be saved in file formats compatible with Crossroads Software's count
module (Access 2.0 format) and with Ja3mar's Traffic Analysis Systems (TAS95+) software
version S.00N. Once this data is collected, the Contractor shall review the reports for count
accuracy and determine if any equipment failures or other anomalies occurred during the count
period. If none are found, the contractor shall forward the electronic data to the Contract Officer,
via e-mail, for review. If errors are found, the Contractor shall recount the location. Upon the
Contract Officer's approval a written report shall be submitted to the Engineering Department for
City files. The final report shall be in the appropriate TAS Plus format.
Task 3: Annual Off Season Traffic Volume Count Locations - Intersection Entering Traffic
Volume Count Collection
The Contractor shall collect intersection count data using one counter for each approach. These
counts shall be collected in 15 min intervals for 24 hours with each count beginning at midnight.
Each road tube location shall be marked with an 18" orange cone where the tube(s) cross the
gutter. This data shall be saved in file formats compatible with Crossroads Software's count
module (Access 2.0 format) and with Jamar's Traffic Analysis Systems (TAS95+) software
version S.00N. Once this data is collected, the Contractor shall review the reports for count
accuracy and determine if any equipment failures or other anomalies occurred during the count
period. If none are found, the contractor shall forward the electronic data to the Contract Officer,
via e-mail, for review. If errors are found, the Contractor shall recount the location. Upon the
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
R52296/099999-30002160684.2 6/1 J/96
Revised:09/01/93
12
i •
Contract Officer's approval a written report shall be submitted to the Engineering Department for
City files. The final report shall be in the appropriate TAS Plus format.
Task 4: HPMS Traffic Volume Count Locations - Mid-Block Two Directional Counts
These counts shall be collected in 15 min intervals for 24 hours with each count beginning at
midnight. Each road tube location shall be marked with an 18" orange cone where the tube(s)
cross the gutter. The data shall be divided into directional counts. This data shall be saved in file
formats compatible with Crossroads Software's count module (Access 2.0 format) and with
Jamar's Traffic Analysis Systems (TAS95+) software version 5.00N. Once this data is collected,
the Contractor shall review the reports for count accuracy and determine if any equipment failures
or other anomalies occurred during the count period. If none are found, the contractor shall
forward the electronic data to the Contract Officer, via e-mail, for review. If errors are found, the
Contractor shall recount the location. Upon the Contract Officer's approval, a written report shall
be submitted to the Engineering Department for City files. The final report shall be in the
appropriate TAS Plus format.
Task: 5: Speed Survey Requests
From time to time the City may need to request spot speed surveys. The Contract Officer shall
stipulate whether the data shall be collected by machine or by radar/ laser technology. If radar or
laser technology is selected, the Contractor shall collect a total of 100 random samples of travel
from the site. The Contractor shall prepare a report from the data collected. Each report shall
show the following information; the site location, the posted speed limit, date and time of the
survey, the direction of travel, 50" percentile, 85"' percentile, 10 mph pace, percent over pace
range of speeds, actual number of vehicles observed and the average speed.
If the Contract Officer determines that the site requires data to be collected by machine the
Contractor shall collect 24 hours of data. The Contractor shall then prepare a report from the data
collected. The report prepared shall be per the TAS Plus format. The contractor shall schedule the
survey and notify the Contract Officer with the time and date the survey equipment will be
installed. It shall be the Contract Officer's responsibility to notify the Street Maintenance
Department so that the Street Sweepers are aware of the equipment's presence on the roadway.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
FS2226/0999998000/'160684 2 6/14/96
Revised 09/01/98
13
• i
EXHIBIT "B"
SPECIAL REQUIREMENTS
Section 3.4 shall be waived and replaced with the following:
The contractor shall begin work within 15 calendar days after the contract has been
awarded by the City Council of the City of Palm Springs and a Notice to Proceed is
issued to the Contractor.
Volume Counting of the HMPS location count, to be provided by the Contract Officer
with the Notice to Proceed, shall be performed diligently until completed. Data will be
collected on Tuesdays, Wednesdays and Thursdays, unless otherwise stated.
The Contractor shall remain under contract, performing services upon written request
by the Contract Officer for one year after the award. The City reserves the right to
extend this contract for an additional 1 year.
Section 5.3 "Performance Bond" shall be waived.
Section 7.7 "Liquidated Damages" shall be waived.
EXHIBIT 'B"
TO CONTRACT SERVICES AGREEMENT
PS2276/099999-3000/2160684.2 6/14/96
Revised:09/008
14
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Tasks below are identical to tasks identified in Exhibit A of this Agreement.
Task Unit Sum
1. Kick off meeting $0 00
2. Annual Seasonal Traffic Volume Count Locations - Entering Traffic $200.00 each intersection
3. Annual Off Season Traffic Volume Count Locations - Enterin Traffic $200.00 each intersection
4. HPMS Traffic Volume Count Locations - Segmental Counts $200.00 each intersection
5. Speed Surveys
5.1 " Radar / Laser Speed Surveys $50.00 each location
5.2 "2 lane speed surveys w/ data collection machine $150.00 each location
5.3 -4 lane speed survey w/ data collection machine $225.00 each location
TOTAL COST NOT TO EXCEED $5,000.00
Payments to the contractor shall be made monthly based on Contractor Officer's approval of
the Contractor's monthly billing statement for locations completed.
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
FS2276/099999-30002160684.26/14196 -
Re,,s.d 09/01/98
15
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Tasks 1 shall be completed within 30 calendar days of the "Notice to Proceed" from the City.
Tasks 2 shall be completed between of February 01" and May 01" of each contract year.
Task 3 shall be completed between June 01" and August 0151 of each contract year.
Task 4 shall be completed between February 01" and April 30"' of each contract year
Task 5 shall be completed within 14 working days of the request.
For Tasks 2-4 reports shall be submitted to the Contract Officer according to the timetable set
forth below.
Number of locations re guested Deadline for Report Submittal
1-2 Locations 5 work days
3-10 Locations 10 work days
10-25 Locations 20 work days
25-50 Locations 40 work days
EXHIBIT "D"
TO CONTRACT SERVICES AGREEMENT
F52276/099999-3000/216MB4 2 6/14M
Rc,.d 09/01/98
16
EknFldA: r*
PRODUCER THIS CERTIFICATE IS ISSUED AS MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE
DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
-s
POLICIES BELOW.IL-'Ul 2
COMPANIES AFFORDING COVERAGE
oompmy FARMERS L07M A INSURANCE EXCHANGE
COMPANY
Lffm
BARBARA N. SACKETT COMPANY C
DBA: COUNTS UNLIMITED UlTro
=N
25424 JACKLYN AVE ' D tj
MORENO VALLEY, CA 92557
COMPANY E *,;COLE 10-6-00or LEVIER
THIS Is TO Cki.RTIFf TVIAT THE POLICIES OF INSURANCE Ll'I)TED BELOW PAVE BEEN ISSUED TO THE INSURED NAMED 450' ':FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TEFA OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIT, iESPECTTO WHICH THIS
CEFMFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJ. QTTO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.USA TS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
FRCVM IPOUCYOMPATMI
TYPE OF NOURANCE I POU"t"WOM POUCYEF
I DATE(MMOO/M CATO WA)wmUMllf
GENERAL UAINLITY GINERALA30111GATE
I& ol_I _,_QDO . 000
OOMMERC GENERAL LAWLTY P PIOP AGO, 1$
CAmom" [�]' 1494-75-66 12-17-0( 12-17-01 ASONALa wey lsi oob . 000
OWNEAV&OONTRAGTER'@ PAOT- L4-4CX= 000 , 000
i
FIRE DAMAGE Ww o fl* Is on, 000
MED.EXPENSE VM ar p.vwQjs c; - nno
TY COMBINED SINGLE
UMrr 11 , 000, 000
ANYAUTO
ALLOWNEDALM011 6ODlLYwxRY
9CMEDULEDAUM& 1494-75-66 12-17—.0, 12-17-o1 owww)
HIRED AUTOS BODILY INJURY
NONIOMSO AU'rof
&J"ILIASILITY PROPERTY DAMAGE
LIT EACH OCCURRENCE
PF FORM AGGREGATE
l.;7
OTHER
THER rAN UMBRELLA FORM
STATUTORY LIMITS
WORVAW&COMPK"ATM
AND EACH ACCIDENT
EMPLOYM,L"UTY OWEASE4'QU
IDISEASE-EACH EMPLOYEE
OTHER
DgMWAPTM OF OFl5RATKW&QCAr4WNIOfl0U0lAIP§C""MUll
CERTIFICATE HOLDER TO BE NAMED AS ADDITIONAL INSURED
.....
CERTIFICATECANCELLATIONS
CITY CLERK, CITY OF PALM SPRINGS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO
.Po BOX 2743 MAIL 'in DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMEDTO THE
PALM SPRINGS, CA 92263-2743r.' LEFT.BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LL%&iLryy OF ANY IOND UPON THE CONPANY.r 3 AGENTS OR REPRESENTATIVES.
A
IIEPREifNTA
TIVIK
ACOROCORPORATIONINW I
I AC01ID25-6(7/90)
0 i
STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807
COMPENSATION
INS RwA ,N C E3
FUND® CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
JANUARY 23; 2001 127092E - 01
CERTIFICATE
PICAT,EXPIRES.NUMBER. 2-1-02
- -
CITY OF PALM SPRINGS 004W
BUILDING AND SAFETYP.O. BOX 2743PALM SPRINGS CALI'FORNIA 92263 `
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California
Insurance Commissioner to the employer named-below_for_the_policy_period indicated.
__
This policy is not subject to cancellation by the Fund except upon ten days'advance written notice to the employer.
We will also give you TEN days'advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the
policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with
respect to which this certificate of insurance 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.
AUTHORIZED REPRESENTATIVE; -. .PRESIDENT
EMPLOYER'S LIABILITY LIMIT INCLUDING' DEFENSE COSTS:, $1,000,000 PER. OCCURRENCE.
EMPLOYER
COUNTS UNLIMITED INC
25424 JACLYN AVE
MORENO VALLEY CA 92557
THIS DOCUMENT HAS A BLUE PATTERNED BACKGROUNO