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HomeMy WebLinkAboutItem 16 - Traffic Counting ServicesPublic Works Agency www.santa-ana.org/pw Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 20, 2021 TOPIC: Traffic Counting Services AGENDA TITLE Approve Agreements with Transportation Studies, Inc. and Aim Traffic Data, LLC in an Aggregate Amount not to Exceed $100,000 for up to a Five-year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Transportation Studies, Inc. and AimTD, LLC to provide traffic counting services for a three-year term beginning July 20, 2021 and expiring June 30, 2024, with provisions for two, one-year extensions exercisable by the City Manager and the City Attorney, in a total aggregate amount not to exceed $100,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION City staff requires current traffic counts and field data to recommend traffic improvements that will lead to positive benefits to the community. Specialized traffic counting services are needed to conduct these counts, which are used for neighborhood studies, the bi- annual citywide traffic volume study, pedestrian/bicycle data, and the annual traffic signal and left -turn signal priority studies. Additionally, data collection and speed survey services are needed to support the speed hump program. A Request for Proposals (RFP) for annual traffic counting services was posted on the City website on Monday, April 19, 2021. Four consultants submitted proposals. The proposals were reviewed by a three -member committee composed of Public Works Agency staff. The proposals were rated based on experience, qualifications, project understanding, scheduling, past performance, cost and the overall proposal. The RFP required each firm to submit proposed fees for a hypothetical work scenario. The scenario costs were used to compare and rate the firms. The proposal scores and scenario costs are as follows: Approve Agreements for Traffic Counting Services July 20, 2021 Page 2 Rank Firm Average Score Total Scenario Cost 1 Transportation Studies, INC. 98 $18,937 2 Aim Traffic Data, LLC 95 $20,920 3 National Data & Surveying Service 93 $19,775 4 Quality Traffic Data, LLC 74 $26,475 Based on rating and cost, it is recommended that Transportation Studies, Inc. and AIM Traffic Data, LLC, be retained for traffic data collection services. The consultant will be paid only for the services performed as requested by staff and in accordance with the rates submitted in its proposal. The contract will include an option to extend the agreement for two additional one-year terms, for a maximum term of five years. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The total aggregate amount of the agreements is not to exceed $100,000 for the term of the agreements including the extension option. The table below summarizes the estimated expenditures by Fiscal Year for the 3-year term of the agreements. The funds will be carried forward if the option to extend the agreements is exercised. Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account No. Description Account Description Measure M Measure M2 Local 2021-22 03217662-66220 Street Fairshare, $40,000 (21-6897) Construction Improvements Other Than Building Measure M Measure M2 Local 2022-23 03217662-66220 Street Fairshare, $10,000 (21-6897) Construction Improvements Other Than Building Measure M Measure M2 Local 2022-23 03217662-66220 Street Fairshare, $30,000 (22-6897) Construction Improvements Other Than Building Measure M Measure M2 Local 2023-24 03217662-66220 Street Fairshare, $20,000 (22-6897) Construction Improvements Other Than Building Total $100,000 Approve Agreements for Traffic Counting Services July 20, 2021 Page 3 EXHIBIT(S) 1. Request for Proposal #21-050 2. Agreement TSI 3. Agreement AIM TD Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager REQUEST FOR PROPOSALS (RFP) FOR TRAFFIC COUNTING SERVICES RFP NO.: 21-050 CITY OF SANTA ANA Public Works Agency 20 Civic Center Plaza, M-43 Santa Ana, CA 92701 Azadeh Azad Project Manager (714) 647-5655 Office aazad(t-t�santa-ana.ora for Release: Zdenek Kekula Principal Civil Engineer Public Works Agency KEY RFP DATES (Subiect to chantie at discretion of Ci Issue Date: Monday, April 19, 2021 Deadline for Requests for Infonnation: Monday, May 3, 2021 Proposal Due Date: Monday, May 10, 2021; 5:00 PM. Projected Award Date: Tuesday, July 6, 2021 L . NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for Construction Management and Inspection Services. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than May 10, 2021 at 5:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Additionally, it is a requirement that hard copy proposals also be sent by courier service, mailed, or hand delivered in an enclosed sealed envelope and marked clearly with the following "SEALED PROPOSAL FOR TRRAFIC COUNTING SERVICES RFP NO.21-050 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: AZADEH AZAD Public Works Agency; M-43 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 For further instructions regarding hard copy submission of proposals, refer to PlanetBids. All notifications, requests for information, updates and addenda will be posted online on PlanetBids at https://www.planetbids.coin/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive qualification. City of Santa Ana RFP 21-050 Page 2 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION 4 II. INSTRUCTIONS TO PROPOSERS 6 A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS 8 A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION) 10 A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD 10 A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION 10 A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS 11 VIII. APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATION ATTACHMENT 4: PROPOSERS CERTIFICATION AND PROPOSAL ITEM RICING ATTACHMENT 5: SAMPLE COUNTS SHEETS City of Santa Ana RFP 21-050 Page 3 I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is seeking a traffic counting service company. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number of Proposals and Signature: Five (5) hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and be signed by a company official with the power to bind the company, and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Axial. Proposal exhibits shall be maximum I I" x 17". Proposal Evaluation and Rating_ The criteria for evaluating the SOQ submitted will take the following items into consideration: • Finn/Team Experience 25% • Understanding of Need 25% • Relevant Project Experience 20% • Schedule of Delivery 10% • References 10% • Fee 10% The City has established a proposal review committee to evaluate proposers based on the response to this RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. City of Santa Ana RFP 21-050 Page 4 Project Funding_ Funding sources for each project may vary and shall comply with the funding agency's requirements. Special conditions may apply. Refer to Attachment 1 (Scope of Work) in the Appendix of this RFP. Term of Contract Agreement: The City desires to enter into a contract with the top scoring firm for an initial three (3) year term with a City option for two (2) one (1) year extension period. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this RFP as Attachment 2. City of Santa Ana RFP 21-050 Page 5 II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in this RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge concerning the required service operations and contractual matters, including payment of all charges resulting from the Agreement. Contact information such as email and phone number must be included into the proposal. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made only in writing to the Q&A section located in PlanetBids no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids at https://www.planetbids.com/portal/portal.efin?CompanyID=20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City's project manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE City of Santa Ana RFP 21-050 Page 6 The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. The City will provide the Selected Proposer with a "New Vendor Checklist", which outlines insurance requirements. G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. H. PRE -PROPOSAL MEETING Should a pre -proposal meeting be scheduled, the date, time, and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question -and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractor(s) shall be identified in response to this RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non- responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or her designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by the Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP 21-050 Page 7 III. SUBMITTAL REQUIREMENTS A. GENERAL 1. The number of Proposal Copies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 2. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 1. STATEMENT OF QUALIFICATIONS a. Cover Letter: Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. City of Santa Ana RFP 21-050 Page 8 d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. e. Relevant Project Experience: Proposal shall include a list of relevant projects, which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, project location, year completed, client name and contact information, and name of consultant project manager. City of Santa Ana staff may conduct site visits at select proj ects. f. References: Proposals shall include a listing of relevant projects with references for three public entities with valid current emails for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this RFP. 3. FEE PROPOSAL: The fee proposal shall be submitted separate and concurrently with the technical proposal, both submitted electronically in PlanetBids and as a hard copy in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: City of Santa Ana RFP 21-050 Page 9 • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification IV. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The selection committee will be comprised of at least (3) City staff from multiple departments. The committee may interview the top ranking proposers. The City will recommend award of contracts to the proposers who will provide the best value to the City. The City reserves the right to begin negotiations and enter into a contract without interview or further discussions. V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee and acceptance from Funding agency following financial audit, the Project Manager will recommend award contracts to the three top-ranking proposers that will provide the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms, which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. VI. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contracts. Consultants and their team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation processes. B. NOTICE TO PROCEED Prior to issuance of a forinal Notice to Proceed (NTP), Consultants shall provide all required bonds, insurance documents, and contents of the Information Packet for review and approval by the City. City of Santa Ana RFP 21-050 Page 10 For "On -Call" contracts, individual City Project Managers will request project/task specific proposals from Consultants on an as -needed basis. Proposals will then be evaluated by City staff and written NTPs will be issued accordingly per each task order. VIL PUBLIC RECORDS All data, documents and other products used, developed, or produced during response preparation of this RFP will become property of the City. All responses to this RFP shall become property of the City. Proposer information identified as proprietary information be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 21-050 Page 11 Appendix ATTACHMENT I SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.: 21-050 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, one or two firm(s) will be selected. The City will enter into an agreement with the firm(s). As traffic counting needs are identified, they will be requested on as needed basis. The City reserves the right to assign the work in any manner which will best serve the City's interests. A. IMPLEMENTATION I. City staff shall have the right to modify, reduce, or delete the services as needed by City. II. 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. III. City shall retain an option to renew on the same terms and conditions as set forth herein for 1 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 in Attachment 5. 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 City of Santa Ana RFP 21-050 Page 1 intersection (sample in Attachment 5). 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 5). 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. "Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files. C. Traffic Flow Maps, sample in Exhibit 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. City of Santa Ana RFP 21-050 Page 2 Appendix ATTACHMENT 2 STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this day of , 2021 by and between ("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 ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of. B. Consultant represents that Consultant 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 during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. Page 1 of 11 Non -Fed Funding (6.1.2021) b. Payment by City shall be made within 45 days (forty-five) 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. 3. TERM This Agreement shall commence on the date first written above for a with the option for the City to grant up to a renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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, 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and Page 2 of 11 Non -Fed Funding (6.1.2021) perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. 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 naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, 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 3700 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in fiill 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 by the City. iii. • Certificates and policies shall state that the policies shall not be canceled or Page 3 of 11 Non -Fed Funding (6.1.2021) reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. 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 affect 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. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors,. 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 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its 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 the terms of or 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 terms of, or 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 11 Non -Fed Funding (6A1 2021) 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. 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. 12. 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. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 5 of 11 Non -Fed Funding (6.1.2021) 14. 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 or 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 is not embodied herein. 15. 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. 16. 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(s) 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. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 11 Non -Fed Funding (6.1.2021) 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. 21. 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 fax 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: 714- 647-6956 Page 7 of 11 Non -Fed Funding (6.1.2021) With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: A party may change its address by giving notice in writing to the other party. Thereafter, any 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 fax, 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council CITY OF SANTA ANA Kristine Ridge City Manager Page 8 of 11 Non -Fed Funding (6.1.2021) APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency (name) (title) Page 9 of 11 Non -Fed Funding (6.1.2021) EXHIBIT A SCOPE OF SERVICES Page 10 of 11 Non -Fed Funding (6.1.2021) EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Page 11 of 11 Non -Fed Funding (6.1.2021) Appendix ATTACHMENT 3-1 NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of 20 by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP 21-050 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP 21-050 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions maybe imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 21-050 Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP 21-050 Page A3-4 Appendix ATTACHMENT 4 PROJECT CONCEPT DRAWING (OR ANY ATTACHMENT NEEDED) Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Attachment A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on for services described in Attachment A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fiiel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. The purpose of this form is to provide the City with a basis of comparison of the Consultant's fees. This form will be used for fee comparison purposes only. The table below is a possible annual cost scenario for traffic counting services. Fill in the appropriate unit prices from the Consultant's fee schedule and calculate the Consultant's annual total cost for the scenario. Type of Count Unit Cost No. of No. per Annual Total Cost Locations Year 24-Hour Single -Tube Count $ x1 x50 = $ Assume: + One intersection, 4 approaches • 50 separately reguested counts per year 24-Hour Dual -Tube Count $ T x25 x5 = $ Assume: • 25 locations, simultaneously, in one neighborhood + 5 times per year Manual Turning Movement $ X15 x5 = $ Counts Assume: * 4-hour manual count (2 hours am & 2 hours pm) at 15 locations, simultaneously, in one neighborhood or in various locations throughout the City * One person counting at each location • 5 times per year City of Santa Ana RFP 21-050 Page A4-1 Pedestrian Counts $ xl x5 = $ Assume: + 4-hour count (2 hours am & 2 hours pm) at one location • One person counting + 5 separately requested counts per year Total $ LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) City of Santa Ana RFP 21-050 Page A4-2 Appendix ATTACHMENT 5 SAMPLE COUNT SHEETS AND FLOW MAP City of Santa Ana RFP 17-006 Page A4-2 O O O OS oO O poN Z vi s h �acc-- City: SANTA ANA N-S Direction: FLOWER STREET E-W Direction: SEGERSTROM AVE / DYER RD Start Date : 9/11/2012 Page No 1 FLOWER STREET Southbound DYER ROAD Westbound FLOWER STREET Northbound SEGERSTROM AVENUE Eastbound Start Time Ri ht Thru Left Right Thru i Left Right Thru Left Ric ht Thru : Left Int. Total 07:00 AM 16 80 18 8 74 12 7 27 13 22 132 13 422 07:15 AM 29 110 24 7 137 17 11 50 12 58 205 20 680 07:30 AM 21 135 19 15 171 23 21 86 18 81 219 40 840 07:45 AM 23 100 15 34 174 14 28 120 15 65 251 65 904 Total) 89 425 76 64 556 66 67 283 58 226 807 138 2A.r,.r, 08:00 AM 13 61 22 6 95 8 I 19 56 20 30 250 31 611 08:15 AM 10 75 26 7 84 6 5 36 18 19 203 13 502 08:30 AM 7 48 20 7 72 6 3 45 13 11 162 8 402 08:45 AM 3 70 17 5 88 5 12 37 8 10 141 4 400 Total 33 254 851 25 339 251 39 174 59 70 756 56 1915 ** BREAK *** 01:00 PM 12 44 10 6 115 2 9 43 11 11 116 13 392 01:15 PM 10 40 15 8 114 9 7 38 5 14 104 6 370 01:30 PM 15 34 10 8 109 5 8 47 4 10 100 7 357 01:45 PM 9 57 12 13 162 6 9 44 15 12 124 10 473 Total 46 175 47 35 500 22 33 172 351 47 444 36 1592 02:00 PM 12 46 24 6 131 8 19 56 12 17 116 11 458 02:15 PM 11 66 7 3 158 14 5 56 10 14 138 16 498 02:30 PM 02:45 PM 1 12 67 22 13 170 13 9 64 16 27 123 15 551 24 83 19 20 251 14 19 145 35 37 144 18 809 Total; 59 262 72 42 710 49 52 321 73 95 521 60 2316 03:00 PM 22 57 16 17 222 8 15 140 37 35 148 32 749 03:15 PM 36 52 22 22 170 12 14 93 23 27 223 62 756 03:30 PM 19 69 16 8 176 7 9 82 23 12 116 25 562 03:45 PM 22 48 17 18 238 10 8 104 27 10 127 18 647 Total 99 226 711 65 806 371 46 419 110 84 614 137 2714 04:00 PM 16 60 18 13 243 8 9 109 20 18 138 25 677 04:15 PM 16 71 24 18 259 5 13 108 16 26 135 26 717 04:30 PM 13 83 12 13 237 18 11 124 26 19 136 22 714 04:45 PM 12 71 9 21 270 10 17 118 40 35 177 31 811 Total 57 285 631 65 1009 41 50 459 102 98 586 104 2919 05:00 PM 21 76 21 21 258 12 13 129 22 21 153 05:15 PM 17 71 24 27 299 21 9 165 24 16 181 21 40 768 894 05:30 PM 32 77 23 24 252 11 25 147 37 19 179 26 852 _ 05:45 PM 24 83 10 17 230 13 17 144 32 29 172 30 801 Total 94 307 781 89 1039 57 64 585 115 85 685 117 3315 Grand 5 6481 17626Aa %Total ? 66.6 I 8 879 9I 10.6 8 16. 12.22 75Tol 2 % 27 28 22 . 17 2 13 2 City: SANTA ANA N-S Direction: FLOWER STREET E-W Direction: SEGERSTROM AVE / DYER RD Start Date : 9/11/2012 Page No 2 FLOWER STREET Southbound DYER ROAD Westbound FLOWER STREET Northbound SEGERSTROM AVENUE I Eastbound Start Time Right I Thru I Left I App. Total I Right I Thru I Left I App. Total I Right I Thru I Left I App.Totai I Right I Thru I Left I App. Total ruak nuut rmnarysts morn ut:uu HM io uo:wo AM -Peak _( or -i Peak Hour for Entire Intersection Begins at 07:15 AM Int. Total 07:15 AM 29 110 24 163 7 137 17 161 11 50 12 73 58 205 20 283 680 07:30 AM 21 135 19 175 15 171 23 209 21 86 18 125 81 219 40 340 849 07:45 AM 23 100 15 138 34 174 14 222 28 120 15 163 65 251 65 381 904 08:00 AM 13 61 22 96 6 95 8 109 19 56 20 95 30 250 31 311 611 Total Volume 86 406 80 572 62 577 62 701 79 312 65 456 234 925 156 1315 3044 % App. Total 15 71 14 8.8 82.3 8.8 17.3 68.4 14.3 17.8 70.3 11.9 PHF 1 .741 .752 .833 .817 .456 .829 .674 .789 .705 .650 .813 .699 .722 .921 .600 .863 .842 FLOWER STREET Out In Total 530 572 F 1-1-0-21 851 4061 80 ght Thru Len I Peak Hour Data ml W ma 00 zF- v�i••w_j � I 80 � 2 North L rn N -I A o m ¢ 0 r _I, Peak Hour Begins at 07:15 A 1-2 o o S o of M.3:r Turningme Movents p W 5 wO 1 r' Left Thru Ri hl 65 312 79 I 702 456 58 Out In Total City: SANTA ANA N-S Direction: FLOWER STREET E-W Direction: SEGERSTROM AVE / DYER RD Start Date : 9/1 1 /2012 Page No .3 FLOWER STREET DYER ROAD FLOWER STREET SEGERSTROM AVENUE Peak Hour Analysis From 01:00 PM to 05:45 PM - Peak 1 of 1 Peak Hour for Entire Intersection Resins st 1-14-4.5 PM 04:45 PM 12 71 9 92 21 270 10 301 17 118 40 175 35 177 31 243 811 05:00 PM 21 76 21 118 21 258 12 291 13 129 22 164 21 153 21 195 768 05:15 PM 17 71 24 112 27 299 21 347 9 165 24 198 16 181 40 237 894 05:30 PM 32 77 23 132 24 252 11 287 25 147 37 209 19 179 26 224 852 Total Volume 82 295 77 454 93 1079 54 1226 64 559 123 746 91 690 118 899 3325 0/6 App. Total 18.1 65 17 7.6 88 4A 8.6 74.9 16.5 10.1 76.8 13.1 PHF .641 .958 .802 .860 .861 .902 .643 .883 .640 .847 .769 .892 .650 .953 .738 925 .930 FLOWER STREET Out Total 77D 54 F12241 82 295 77 Righi Tlru Left Peak Hour Data W Lu dJ w North s Co W M —► Peak Hour Begins at 04:45 PM 4--2 -4 3 X 0 � d G) u i Movements r O w CM - gn w a 1-1 I r Left Thru Ri ht 5 440 746: 1186; Out In Total Start 11-Sep-12 NB $B WB 12:00AM 24 16 _EB__ 4 ._...._ p 12:15 17 8 5 1 44 12:30 11 13 2 0 31 12:45 5 0 2 1 26 01:00 6 7 3 1 8 _ ... 01:15 10 3 1 0 17 01:30 3 5 4 0 1412 01:46 5 5 0 1 02:00 7 4 2 1 11 02:15 2 2 4 1 14 4 02:30 1 5 1 0 02:45 S 2 2 0 7 03:00 6 3 0 0 12 03:16 6 4 3 0 9 03:30 1 6 3 0 19 03.45 2 5 3 0 10 04:00 4 3 1 0 10 04:15 10 11 12 0 8 0430 13 24 9 1 33 04:45 18 18 3 2 47 05:00 21 16 16 0 41 05:1 S 23 28 18 2 53 05:30 33 53 25 4 71 05:45 44 52 18 3 171 06:00 47 .50 19 3 115 06:15 72 64 10 7 117 06:30 53 68 28 5 119 154 06:45 60 83 27 3 07:00 110 100 40 6 154 173 07:15 152 158 30 7 6 07:30 176 193 81 6 3 347 07:45 213 168 40 8 08:00 130 98 38 2 426 429 08:15 110 49 22 4 08:30 78 60 19 3 98 08:45 91 67 12 7 185 09:00 86 48 34 3 160 09:1:5 73 54 18 5 171 09:30 66 52 18 1 171 09:45 64 60 18 2 150 10:00 67 61 26 4 137 10:16 71 59 16 1 144 10:30 74 67 23 1 158 10:45 69 66 22 2 147 11:00 76 63 19 2 165 11:15 61 76 26 2 169 11:30 74 70 17 2 165 _.—-1,1:45 63 9 3 163 Total 2416 —IQ--I 2183 _.. 743 107 163 — _ Percent 4 3°!0 401% 2OJo 5449 Peak 07:15 07:00 _1W3.6°1° 07:00 077:00 07:15 7:15 Vol. 671 619 171 27 P.H.P. 0.788 0.802 0.701 0.844 148.0 _ T4me Tue NB SB m �. E6 Tots,, 12:00 PM 86 70 4 2 —` 172 12:15 75 75 26 4 180 12:30 73 54 21 3 151 12:45 82 60 36 5 183 01:00 68 84 9 2 163 .._..... 01.15 -86 59 16 1 162 01:30 70 78 28 2 178 01:45 64 76 20 6 166 02:00 78 104 18 7 207 02:15 120 121 32 8 281 02:30 138 116 52 2 308 02:45 178 132 36 6 352 03:00 154 130 27 6 317 03:16 200 104 25 5 334 03:30 204 114 26 5 349 03:45 170 119 24 3 316 04:00 141 115 32 8 296 04:15 156 110 26 2 294 04:30 163 116 27 4 310 04:46 163 120 32 8 323 05:00 166 146, 38 7 357 05:15 226 136 34 10 406 05:30 216, 121 23 5 366 05:45 194 140 39 5 378 06:00 182 116 32 2 332 06:15 162 97 34 4 297 06:30 146 120 32 4 302 06:45 137 118 26 7 288 07:00 90 124 26 15 255 07:1.5 95 114 28 16 253 07:30 96 94 17 10 217 07:45 85 86 21 3 195 08:00 90 81 29 4 204 08:15 72 56 20 2 150 08:30 85 71 25 3 184 08:45 65 56 14 2 137 09:00 72 54 10 4 140 09:15 64 56 10 1 131 09:30 48 64 12 0 124 09:45 52 48 14 3 117 10:00 44 54 6 1 105 10:15 40 29 6 2 77 10:30 34 26 4 1 65 10:45 36 18 4 2 60 11:00 26 17 10 0 53 11:15 20 13 6 2 41 11:30 18 17 4 3 42 11:45 20 10 1 6 _._ 36 Total 5050 4039 1052 212 10353 Percent___._.._.. 39:0% 10.20a_� Peals 17:15 17 00 14:15 18:45 17:06 Vol. 818 543 147 48 1506 0.905 0.930 0, I07 ___ 0.750 0.927 Grand Total 7466 6222 1795 319 15802 Percent 47.2% 39.4% 11 A% 2.0% ADT ADT 15,802 AADT 15,802 N/S Street: Elk Lane E/W Street: Chestnut Ave DATE: 3/7/2012 CITY: Santa Ana AM PPVCTP,rAA1C T I M E NORTH LEG SOUThI LEG EA LEG WEST LEG EB WB EB WB N SB NB SB 7:00 AM 2 1 T 0--1 o —3 -o--o —o 7:15 AM 1 2 0 3 0 2 —0 :30 AM 3 2 0 4 —0- 0 0 —2 — 0 7:45 1 01-0 1-1 - 0 --,8.00 AM 2 1 0 0 0 —0 o o 8:15 AM 0 0 0 1 0 F--o 0 4 0 0 1 0 0 0 0 2 0 _.8.'45 AM 3 1 0 0 0 0 8 muo A-t 0 10 u 11 u 15 1 PM P.PF)PrrVtAA1C TIME NORTH LEG SOUTH LEG EAST LEG WEST LEG EB WU EB WB NB SB NB SB 11:00 AM 0 1 U 0 0 0 1 1 11:15 AM -11730 —AM o —0 o 0 0 0 1 0 2 1 0 0—o 0 0 11:15 AM 5 —2 2 -0 0 0 1 0 1 1 12700 PM 3 0 0- —1 — —1 12:ISPM-- -2-1- 10 0 0 0 0 1 1 12:30 PM 0 4 6 0 2 S —0 * —0 12 45 PM 0 0 0 q 0 0 1 1:00 PM --T —PM 1 —5 0 —3 0 —0 0 2 0 0 0 15 —0 —4 —0 —2 —0 1:30 PM 5 1 0 0 0 2 0 - ----- 1 1:45 PM 3 3 0 0 1 0 2 —2 2:00 PM -7.1 —PM 2 3 1 0 0 1 0 o —0 15 1 2 0 0 _0 _0 _0 _0 2:30 PM 6 1 0 0 6' 1 —4 —3 2:45 PM 0 , - 0 0 0 3 2 0 .— 2 3:00 PM 0 1 o 0 o 1-0 0 3:1.5 PM -730 —PM 1 4 -,L- 0 —0 0 1 1 0 1 o —0 —0 0 2 -d- —1 3:45 PM 1 7 0 5 3 0 4:00.PM 1 3 0 0 0 1 1 0 4:15 PM 3 3. 0 0 -6-' 1 —1 —2 4:30 PM 3 0 0 o -F-0—T--22-:—:Pr To—P: 2 4:45 PM 2 9 0 0 1 2 3 0 I V I ALO -+s ow u u zz 27 IS 22 DAY: Wednesday TIME NORTH NORTH LEG SOUTH LEG EAST LEGWEST LEG -913 AB SB NB SB 7:00 AM 0 1 0 _0 0 0 7:1.5 AM I 1 0- 0 0 0 - 0 0 7:30 AM 2 p 0 0 o o o o 7:45 AM I 1 0 0 0 0 0 0 8:00 AM 0 1 0 0 0 0 0 0 8:15 AM 5 2 0 0 0 0 0 0 8:30 AM 0 1 0 F:1=0 _0 _0 _0 8:45 AM 0 - . 2 --**!-- 0 I 0 I 0 _I 0 0 2 v z? u v v u u 2 Rrerc 'TIME NORTH LEG SOUTH LEG EAST LEG7 WEST LEG EB WB EB WB NB I SB FW;�TES�� SB 11:00 AM —1 1 L1:15 AM I_ 1 0 0 o —0 0 0-0- 11:30 AM 1 0 0 o —0 o o 11:45 AM 0 0 0 —0 -i- --2- 0 12:00 PM 0 0 0 0 0 --R- 0 0 12:15 PM --L) - --.Q- --0- --2- 0 0 12:30 PM $ -- 0 — 0 L ---L— 0 - 0 --A- 1 1 --L- 0 0 0 12:45 PM 0 0 0 —0 -0 0 0 0 0 1:00 PM 0 2 o 10 —0 - o 1:15 Pm o o 0. —0 , o —0 0 0 0 0 1:30 PM 0 0 —0 — -- 0 0 0 _L'.45 PM 0 0 0 0 —0 0 0 0 0 2:00 PM 3 1 0 o 0 0 2:15 PM _j —PM 2 —0 o —0 o —0 o —0 o 0 0*0 3-0 2:45 PM 0 2 0 0 0 1 0 0 3:00 PM 0 1 0 0- 0 1 0 0 3:15 PM -'3�-30PM 0 —0 0 0 0 0 0 0 0 0 0 --o -1- 0 3:45 PM 2 2 0 0 0 0 0 0 4:00 PM 3 0 0 0 0 1 0 0 4:15 PM I o o —0 0 0 0 11:36 M 2 =4r-2 1 —0 �o —1 —0 o 4:45 PM PM 4 2 AGREEMENT TO PROVIDE TRAFFIC COUNTING SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 20th day of July, 2021 by and between Transportation Studies, Inc. a California corporation ("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 ("City"). RF.f TTAT,C A. On April 19, 2021, the City issued Request for Proposal No. 21-050 ("RFP"), by which it sought consultants to provide traffic counting services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 21-050 and attached as Exhibit A. 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 On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, including any extension periods, shall not exceed $100,000. b. Payment by City shall be made within forty-five (45) 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 and Scope of Work, which may reasonably be expected by City. Page 1 of 10 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2024, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to two (2) one (1) year periods upon a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONSULTANT 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, 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. 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 naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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 Page 2 of 10 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, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, 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 3700 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. If the Consultant, its agents, or subcontractors maintain broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage- For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Page 3 of 10 officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation- Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation- The Consultant hereby grant to Grantee a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability, see below)- If any of the required policies provide claims -made coverage: a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" Page 4 of 10 coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage- The Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before services are performed pursuant to this Agreement. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure of the Consultant to provide the required verification of coverage prior to the start of any services shall be grounds for immediate termination of this Agreement. 9. Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, 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 negligent operations of the Consultant or its 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 the terms of or 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 terms of, or 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Page 5 of 10 Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. 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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 6 of 10 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 or 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 Contractors retained by City. 15. 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(s) 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 Page 7 of 10 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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. 18. 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. 19. 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 fax 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 714- 647-6956 Page 8 of 10 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 Transportation Studies, Inc. 2640 Walnut Street, Suite L Tustin, CA 92780 Attn: Patti A. Tolton, President and CEO A party may change its address by giving notice in writing to the other party. Thereafter, any 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 fax, 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. 1. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: damna f�Rt�l m-t Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Executive Director, Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT By:'� .fit• �i `�L`Toyt� Title: jr7jS/fir Page 10 of 10 Exhibit A Appendix ATTACHMENT I SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.: 21-050 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, one or two firm(s) will be selected. The City will enter into an agreement with the firm(s). As traffic counting needs are identified, they will be requested on as needed basis. The City reserves the right to assign the work in any manner which will best serve the City's interests. A. IMPLEMENTATION I. City staff shall have the right to modify, reduce, or delete the services as needed by City. II. 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. III. City shall retain an option to renew on the same terms and conditions as set forth herein for 1 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 in Attachment 5. 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 City of Santa Ana RFP 21-050 Page 1 intersection (sample in Attachment 5). 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 5). 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. "Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files. C. Traffic Flow Maps, sample in Exhibit 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. City of Santa Ana RFP 21-050 Page 2 /.� Exhibit B j Transportation Studies, Inc. A Traffic Data Collection Company CITE' OF SANTA ANA a Fee Schedule 24 Hour Machine Counts (Bi-Directional or directional) 1 to 300 Locations $ 29.50 per location 24 Hour Machine Counts (Approach) 4 Leg Intersection $ 105.00 per location 3 Leg Intersection $ 75.00 per location 2 Leg Intersection $ 50.00 per location Manual Turning Movement Counts 1 person per location $ 31.25 per hour 2 people per location $ 62.50 per hour 24 Hour Speed and Axle Classification Counts 2 Lanes $ 80.00 per location 3-4 Lanes $ 160.00 per location Radar Surveys 1-100 Locations 100-over Video Count Video Only $ 35.00 per location / per hour $ 30.00 per location/ per hour Historical Data Turning Movement Counts $ 25.00 per Hour $ 10.00 per Hour $ 60.00 per location 2640 Walnut Avenue, Suite N • Tustin, CA 92780 m (714) 508-3612 • Fax (714) 508-3602 L AGREEMENT TO PROVIDE TRAFFIC COUNTING SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 20th day of July, 2021 by and between AimTD LLC, a California limited liability company ("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 ("City"). RECITALS A. On April 19, 2021, the City issued Request for Proposal No. 21-050 ("RFP"), by which it sought consultants to provide traffic counting services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 21-050 and attached as Exhibit A. 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 On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total suin to be expended under this Agreement, including any extension periods, shall not exceed $100,000. b. Payment by City shall be made within forty-five (45) 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, and Scope of Work, which may reasonably be expected by City. Page i of 10 t� Y 0l.7u1 This Agreement shall commence on the date first written above and terminate on June 30, 2024, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to two (2) one (1) year periods upon a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONSULTANT 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, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perfom-is 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. 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 naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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 Page 2 of 10 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, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insuurance 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 3700 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. If the Consultant, its agents, or subcontractors maintain broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. L Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations perfortned by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage- For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Page 3 of 10 officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation- Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation- The Consultant hereby grant to Grantee a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability, see below)- If any of the required policies provide claims -made coverage: a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" Page 4 of 10 coverage for a minimum of five (5) years after completion of work. Verification of Coverage- The Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before services are performed pursuant to this Agreement. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure of the Consultant to provide the required verification of coverage prior to the start of any services shall be grounds for immediate termination of this Agreement. 9. Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, 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 negligent operations of the Consultant or its 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 the terms of or 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 terms of, or 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Page 5 of 10 Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and. all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. 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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 6 of 10 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 or 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any niterest 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 Contractors retained by City. 15. 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(s) 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 Page 7 of 10 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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, 18. 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, 19. 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 fax 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 714-647-6956 Page 8 of 10 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 AimTD LLC 751 S. Weir Canyon Rd, Suite 157-158 Anaheim, CA 92808 Attn: Olga Polunin A party may change its address by giving notice in writing to the other party. Thereafter, any 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 fax, 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. 1. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 1"' t A. Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Executive Director, Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT By: Olga Polun)'� Title: President and CEO Page 10 of 10 Exhibit A Appendix ATTACHMENT I SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.: 21-050 DESCRIPTION AND SCONE 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, one or two firm(s) will be selected. The City will enter into an agreement with the firm(s). As traffic counting needs are identified, they will be requested on as needed basis. The City reserves the right to assign the work in any manner which will best serve the City's interests. A. IMPLEMENTATION I. City staff shall have the right to modify, reduce, or delete the services as needed by City. Il. 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. Ili. City shall retain an option to renew on the same terms and conditions as set forth herein for 1 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, 2.4-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 16-minute count sheet with hourly totals, similar in format to the sample in Attachment 5. 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 d�..�..w.iwdw.rowu.wannwunwnn�rwnrxnn�mnrvrznunwwzmames»umtaxa.semweawmv�MfATNhS1NGrtWnn�e�.x �mt�Lwk n&'JIAIApXO'MR!>�dFMs.NXYu9&`11S1EiEGYA3flHIAY&WdHAY[ESfRRYdl1NWVF.BY I&'Rg9tG3YdAglYAAWtl1Ri1PFY11flih'.a1 n of Santa Ana RrP 21-050 Page 1 intersection (sample in Attachment 5). 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 5). 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'fraffic (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 Exhibit I, wiii 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. 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. City of Santa Aria RFP 21-050 Page 2 Exhibit B AimTD LLC F Aim Traffic Data City of Santa Ana 2021 Fee Schedule Type of Service Unit Cost 4 — Hour Single Tube Count, 4 approaches EA $149 4 — Hour Dual Tube Count EA $59 4 — Hour Speed or Axle Classification Counts 2 lanes EA $99 4 — Hour Speed or Axle Classification Counts 3-4 lanes EA $169 hr Manual Turning Movement Counts (1 person) EA $145 hr Manual Turning Movement Counts (2person) EA $210 hr Pedestrian Counts (1person) EA $99 24hr Video Manual Turning Movement Counts (l person) EA $459 hr Manual Turning Movement Counts with Truck Axle Classification (I person) EA $ l 89 hr Manual Turning Movement Counts with Bike Peds (1 person) EA $166 24hr Segment Video Active Transportation Counts (Peds, Bike, Scooter) EA $299 Radar Survey (calibrated radar, certified operator) EA $49 Parking Occupancy Survey HR $49 Parking Turnover Survey HR $49 Count and Video HR $45 Historical Counts between 6 and 12 month old HR $60 AimTD LLC 751 S Weir Canyon Rd, Ste 157-158 Anaheim, CA 92808 Tel 714-253.7888