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HomeMy WebLinkAbout25E - AGMT TRAFFIC COUNTING SVCSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 5, 2017 TITLE: AUTHORIZE AGREEMENTS FOR TRAFFIC COUNTING SERVICES WITH TRANSPORTATION STUDIES, INC., AND AIMTD, LLC (PROJECT NOS. 17-6896 & 18- 6897) (STRATEGIC PLAN NO. 1, 36) �1� f J C Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements with Transportation Studies, Inc., and AimTD LLC, to provide traffic counting services for a one-year term beginning December 5, 2017, and expiring December 4, 2018, with a provision for up to two one-year extensions exercisable by the City Manager and the City Attorney, in an amount not to exceed $50,000 for each consultant, including any extension periods, for an aggregate amount not to exceed $100,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City outsources annual traffic counting services to conduct counts for neighborhood studies, pedestrian/bicycle counts, the bi-annual citywide traffic volume study, and the annual traffic signal and left - turn signal priority studies. A new agreement is needed to continue providing these important services. The scope of work for this agreement will also include data collection and speed surveys in support of the speed hump program. A Request for Proposals (RFP) for annual traffic counting services was posted on the City website on Wednesday, October 4, 2017. Three consultants submitted proposals. The proposals were reviewed by a three-member committee comprised of Public Works Agency staff. The ratings were based on experience, qualifications, project understanding, scheduling, past performance, and the overall proposal. Once rated, the bids of the firms were considered. The RFP required each firm to submit their proposed fees for a given work scenario so that a comparison could be made. The work scenario was for cost comparison purposes only and was not related to the actual work that would be done. The proposal scores and scenario costs are as follows: Rank Firm Average Score Total Scenario Cost 1 Transportation Studies, Inc. 94 $18,438 2 AimTD LLC 92 $18,820 3 NDS 91 $25,175 25E-1 Agreements for Traffic Counting Services December 5, 2017 Page 2 Based on ranking and cost, it is recommended that Transportation Studies, Inc., and AimTD LLC be retained for an amount not to exceed $50,000 each, including any contract term extensions 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 rates for both companies are very comparable. Therefore, work orders will be alternated between the two firms to ensure prompt task completion. The contracts will include an option to extend the agreement for two additional one-year terms for a total maximum of three years. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy B (promote ongoing efforts to obtain grant funding for activities that will assist in preventing, enforcing and reducing criminal activity and traffic collisions). FISCAL IMPACT The total amount of each consultant agreement is not to exceed $50,000, for an aggregate amount of $100,000. Funds are budgeted and available for expenditure in the Measure M2 Local Fairshare account (No. 03217662-66220, Projects 17-6896 and 18-6897) according to the spending plan below. Any unspent and encumbered balance will be carried forward into subsequent fiscal years for the optional two one-year extensions as needed. Contract Period Fiscal Year Amount 2017-18 (December — June) $50,000 2018-19 (July—Dec mber) $50,000 TOTAL $100,000 ;red Mousavipour Executive Director Public Works Agency FM/EWG/ZK Exhibits: 1. TSI Agreement 2. AIM Agreement APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez /J Executive Director In -i Finance & Management Services Agency 25E-2 AGREEMENT TO PROVIDE TRAFFIC COUNTING SERVICES ON AN ON-CALL BASIS THIS AGREEMENT is made and entered into this 5th day of December; 2017 by and between Transportation Studies, Inc. ("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 October 4, 2017, the City issued Request for Proposal No. 17-006, 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. 17-006 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 fiom 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 $50;000. b. Payment by City sliall 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. Exhibit 1 Page 1 of 8 25E-3 3. TERM This Agreement shall commence on the date first written above and terminate on December 4,-2018, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to two 1 -year periods upon a writing executed by the City Manager and City Attorney. 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 perfonnance 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 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 mariner 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 Docurnents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 8 25E-4 any way in its use of the Documents and Data at any time, provided that any such use not witlun the purposes intended by this Agreement shall be at City's sole risk. VI IM11t7\. `►M Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, 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, volunteers and representatives as additional insured(s); (b) be primary 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 California 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 full force and effect for the entire period covered by this Agreement. Page 3 of 8 25E-5 (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 cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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, 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 subconsultants, 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, dainages, 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 fiom 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 4 of 8 25E-6 9. 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. 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 interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement Page 5 of 8 25E-7 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 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 To Consultant: Transportation Studies, Ire. 2460 Walnut Avenue, Suite H Tustin, CA 92780 Attn: Patti A. Totten, President 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. hi the event of a conflict between the terms of this Agreement and any attachments hereto, the teims 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 terns 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 are not embodied herein. Page 6 of 8 25E-8 [Q RW -Maw �l`N 11 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 of 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. 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities 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. 19. 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 Page 7 of 8 25E-9 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. 20. PROFESSIONAL LICENSES Consultant shall, throughout the tern 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. 21. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 61, W. J n M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director; Public Works Agency RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25E-10 EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORI( CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO. -17-006 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 Dally 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 flrm(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. 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, City of Santa Ana RFP 17-006 Page A1-1 25E-11 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 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 toi 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, 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 fumish 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 17-006 Page Al -2 25E-12 EXHIBIT B TS/ Transportation Studies, Inc. A Traffic Data Collection Company CITYOFSANTAANA Fee Schedule 2018 24 Hour Machine Counts (Bi -Directional or directional) I to 300 Locations $ 29.50 per location 24 Hour Speed and Axle Classifrcalion Counts 2 Lanes $ . 80.00 per location 3-4 Lanes $ 160.00 per location Radar Surveys 1-100 Locations $ 35.00 per location 100 -over $ 30.00 per location Video Count $ 25.00 per Hour Video Only $ 10.00 per Hour 2640 Walnut Avenue, Suite M- Tustin, CA 92780 0 (714) 508-3612 0 Fax (714) 508-3602 L 25E-13 24 Hour Machine Courts (Approach) 4 Leg Intersection $ 100.00 per location 3 Leg Intersection $ 75.00 per location 2 Leg Intersection $ 50.00 per location Manual TurningMoveuunt Counts 1 person per location $ 31.25 per hour 2 people per location $ 62.50 per hour 24 Hour Speed and Axle Classifrcalion Counts 2 Lanes $ . 80.00 per location 3-4 Lanes $ 160.00 per location Radar Surveys 1-100 Locations $ 35.00 per location 100 -over $ 30.00 per location Video Count $ 25.00 per Hour Video Only $ 10.00 per Hour 2640 Walnut Avenue, Suite M- Tustin, CA 92780 0 (714) 508-3612 0 Fax (714) 508-3602 L 25E-13 25E-14 AGREEMENT TO PROVIDE TRAFFIC COUNTING SERVICES ON AN ON-CALL BASIS THIS AGREEMENT is made and entered into this 5th -day -of Decemberi -2017 by and between AimTD-LLC ("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 October 4, 2017, the City issued Request for Proposal No. 17-006, 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. 17-006 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 terns 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 $50,000. 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. Exhibit 2 Page 1 of 8 25E-15 3. TERM This Agreement shall coimnence on the date first written above and terminate on December 4, 2018, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to two 1 -year periods upon a writing executed by the City Manager and City Attorney. 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 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. 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 Page 2 of 8 25E-16 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 subconsultants, 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, volunteers and representatives as additional insured(s); (b) be prhnary 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 California Labor- Code, aborCode, 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 full force and effect for the entire period covered by this Agreement. Page 3 of 8 25E-17 (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 cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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, 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 subconsultants, 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 clahns 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 4 of S 25E-18 9. 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. 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 hnportance, 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 interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 1.3. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement Page 5 of 8 25E-19 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 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 To Consultant: 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 instrurment 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 are not embodied herein. Page 6 of 8 25E-20 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. 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities 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. 19. 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 Page 7 of 8 25E-21 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. 20. 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. 21. 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 terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b: All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: A& M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director, Public Works Agency RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25E-22 EXHIBITA Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.- 17-006 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 bl-annual citywide Average Dally 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. It. 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 2.4 -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. City of Santa Ana RFP 17-006 Page Al -1 25E-23 For the assigned tasks, the Consultant shall complle 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 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. b.. "Traffic Census" booklet (summary of ADTs), 25.1bound 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 or Santa Ana RFP 17-006 Page Al 2 25E-24 lacn:3r� AimTD LLC Aim Traffic Data City of Santa Ana 2017 Fee Schedule Type of Service Unit Cost 24 — Hour Single Tube Count, 4 approaches EA $99 24 — Hour Dual Tube Count EA $39 24 — Hour Speed or Axle Classification Counts 2 lanes EA $78 24— Hour Speed or Axle Classification Counts 3-4 lanes EA $149 4hr Manual Turning Movement Counts (1person) EA $112 4hr Manual Turning Movement Counts (2person) EA $199 4hr Pedestrian Counts (1person) EA $89 24hr Video Manual Turning Movement Counts (Iperson) EA $329 4hr Manual Turning Movement Counts with Truck Axle Classification (1person) EA $179 4hr Manual Turning Movement Counts with Bike Peds (lperson) EA $146 24hr Segment Video Active Transportation Counts (Peds, Bike, Scooter) EA $279 Radar Survey (calibrated radar, certified operator) EA $49 Parking Occupancy Survey HR $42 Parking Turnover Survey HR $44 Count and Video HR $45 AimTD LLC 751 S Weir Canyon Rd, Ste 157-158 Anaheim, CA 92808 Tel 714.253.7888 25E-25 25E-26