Resolution No. 8675
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RESOLUTION NO. 8675
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND AUSTIN-FOUST AsSOCIATES, INC.
6 WHEREAS, the Vernon Community Services & Water Department
7 needs the services of a firm to perform a study updating the Average
8 Daily Traffic Counts, Truck and Vehicle Counts and Intersection
9 Turning Movement Counts within the City in order to assess traffic
10 volume (the "Traffic Study"); and
11 WHEREAS, on. August 4, 2004, the City Council of the City of
12 Vernon adopted Resolution No. 8513 approving a Request for Proposal
13 for Engineering Services for a Citywide Traffic Volume Data Collection
14 and Study ("RFP"); and
15 WHEREAS, the RFP was sent and responses were received from
16 Austin-Foust Associates, Inc. and Morgner Technology Management, all
17 of which were reviewed and evaluated by the Community Services & Water
18 Department; and
19 WHEREAS, the Community Services & Water Department deemed
20 Austin-Foust Associates, Inc. ("Austin") to be the lowest responsible
21 qualified vendor submitting a proposal; and
22 WHEREAS, by letter dated February 3, 2005, Bruce V.
23 Malkenhorst, City Administrator/City Clerk, recommended that an
24 agreement with Austin be approved and executed for the Traffic Study.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
26 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
28 finds and determines that the recitals contained hereinabove are true
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1 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
3 accepts the proposal of Austin and approves the Professional Services
4 Agreement, a copy of which is attached hereto as Exhibit A and
5 incorporated by reference.
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SECTION 3:
The City Council of the City of Vernon hereby
7 authorizes the Mayor to execute said Agreement for, and on behalf of,
8 the' City of Vernon and the City Clerk is hereby authorized to attest
9 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
Austin-Foust Associates, Inc.
Attn. Joe E. Foust, P.E.
2020 N. Tustin Avenue
Santa Ana, CA 92705-7827
SECTION 5:
The City Clerk of the City of Vernon shall
17 certify to the passage of this Resolution, and thereupon and
18 thereafter the same shall be in full force and effect.
19 APPROVED AND ADOPTED this 16th day of February, 2005.
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A1EONIS C. MA~URG, d1ayor
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ATTE.S~
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BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA
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2 COUNTY OF LOS ANGELES
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8675, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday,
8 February 16, 2005, and thereafter was duly signed by the Mayor of the
9 City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into and executed in duplicate originals,
either copy of which may be considered and used as the original hereof for all purposes~ as of
this 2nd day of February, 2005, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN
THE CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND
AUSTIN-FOUST ASSOCIATES, INC.
hereinafter referred as the "Consultant,"
2020 North Tustin Avenue
Santa Ana, CA 92705-7827
RECITALS
WHEREAS, the City desires to retain the services of a firm to perform a study
updating the Average Daily Traffic Counts, Truck and Vehicle Counts and Intersection Turning
Mov,ement Counts within the City in order to assess traffic volume (the "Traffic Study"); and
WHEREAS, on or about August 4,2004, the City issued a Request for Proposal
for Engineering Services for a Citywide Traffic Volume Data Collection and Study; and
WHEREAS, Consultant submitted a proposal to the City for the Traffic Study
dated September 7,2004 (the "Proposal), a copy of which is attached hereto as Exhibit A and
incorporated by reference; and
WHEREAS, the Proposal includes a description of the services to be performed
by Consultant and the attendant costs; and
WHEREAS, Consultant has advised the City that it is qualified to perform the
Traffic Study and the City desires to obtain the services of Consultant to provide such services.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Scope of Services
Consultant shall provide its services under the general supervision of the Director of
Community Services & Water and shall include, but not be limited to, Task A, 2-Phase,
4,5 & 6-Phase and 8-Phase Intersection Counts; Task B, 24-Hour ADT Counts; and such
other services needed to perform the Traffic Study as identified in Exhibit A. It is
understood and agreed that in the event of a conflict between the Proposal and this
Agreement, the terms of the Agreement shall prevail.
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2.0 Time of Performance
Consultant's services shall commence upon the signing of the Agreement by both parties
and shall end when Consultant has completed the work according to the Proposal, unless
the Agreement is otherwise terminated or extended upon written agreement of both
parties to this Agreement. Completion of the services to be performed by the Consultant
is expected to be no later than one hundred eighty (180) days from the Notice to Proceed.
3.0 Contract Price
As full and complete compensation to Consultant for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Consultant,
subject to the additions and deletions expressly provided for in this Agreement, the
Contract Price set forth in Exhibit B.
4.0 Notices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the
respective addresses set forth below, or at such other address as may be furnished by
either party to the other in writing.
Consultant - Austin-Foust Associates, Inc.
Attn: Joe E. Foust, P.E.
2020 North Tustin Avenue
Santa Ana, CA 92705-7827
714-667-7952
714-667-0496
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Fax:
Telephone:
5.0 Law and Arbitration
This Agreement shall be governed by the laws of the State of California. The parties
agree that any and all disputes arising out of or in relation to this Agreement, including
without limitation any action in tort, shall be resolved exclusively, finally and
conclusively by arbitration in Los Angeles County, California under the auspices of and
pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). All
decisions of the arbitrators shall be in writing, and the arbitrators shall provide written
reasons for their decision. The arbitration decision shall be final and binding on the
parties. Notwithstanding the foregoing, the parties shall be permitted to access the court
system to enforce any arbitration award or to obtain injunctive relief. The exclusive
jurisdiction and venue for any such action shall be the Superior Court of California, Los
Angeles County.
6.0 Entire Agreement
This Agreement shall be comprised of these signed business terms (Business.Terms),
together with Exhibit A - The Proposal; Exhibit B - Compensation and Payment; Exhibit
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c- Iiisurance;and Eihiblt D - General Provisions, which are all attached. In the event
of conflict between this Agreement and any of the exhibits, this Agreement shall prevail.
In the event of conflict between exhibits, the exhibits shall be prioritized in the following
order: Exhibit 0 first, then Exhibits C, B, and A. This agreement is the entire agreement
of the parties, and supersedes all prior written and/or verbal communications, proposals,
notices of award, negotiations, understandings and agreements, whether written or verbal,
between the parties with respect to the subject matter dealt within this Agreement.
Consultant expressly waives all claims for compensation based upon quantum merit,
implied contract or oral contract. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, verbally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not embodied in
this Agreement, and that no other agreement, statement or promise not contained in this
Agreement or a subsequent amendment or change order shall be valid or binding. No
amendment or change in the provisions of this Agreement shall be made, except in a
fonnal written amendment signed by Consultant and a corporate officer of City, or in a
written change order. Each party represents and warrants that it has read and fully
familiarized itself with this Agreement, and that such party has been fully authorized to
sign this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above.
Consultant:
Austin-Foust Associates, Inc.
City:
The City of Vernon, California
Name: Leonis C. Malburg, Mayor
Date:
Date:
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ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
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EXHIBIT
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.rWAUSTIN-FOU$T ASSOCIATES, INe.
T R A F F' C EN G, NEE R' N G AND T RAN S P 0 R T A TI 0 N P LAN N' N G
ReCE!VF"'~"
SEP u '1 7no~
2020 NORTH TUSTIN AVENUE . SANTA ANA, CALIFORNIA 92705-7827
(""'-~.~., :li"l/'ty C::'~:'\ .;,.,~.
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September 7, 2004
TELEPHONE (714) 667-Q496
FAX (714) 667-7952
E-mail: mail@austlnfoust.com
City of Vernon
4305 Santa Fe A venue
Vernon, CA 90058
AITENTION:
Mr. Samuel Kevin Wilson, P.E.
Director of Community Services and Water
SUBJECf:
PROPOSAL - TRAFFIC VOLUME DATA COLLECTION AND STUDY
Dear Mr. Wilson:
Austin-Foust Associates, Inc. (AFA) is pleased to respond to your RFP dated August 2004 to perform a
Citywide Traffic V olome Data Collection and Study for the City of Vernon.
Since your RFP is quite specific and detailed with respect to the traffic data to be collected, as well as the
fonnat in which the results are to be tabulated and presented, we feel the need for a lengthy proposal is
not necessary beyond stating that we have read, understand and will comply with all your specifications.
AF A has been in business over 20 years and in that time developed a good reputation for quality work
with on-time perfollIlapce. Our experience includes past work for the City of Vernon. We will rely
entirely on the evaluation of you and your staff as to our qualifications. If you would like references, we
will provide them, or we would be pleased to participate in an oral interview process if you so desire.
Otherwise, simply evaluate us on what you already know of us.
Suffice to say, we do carry the necessary insurance requirements, including providing professional errors
and omissions coverage at no additional cost to the City of Vernon. Your RFP did not require this,
however, it is a bonus we provide to all our clients.
With respect to the project management, I will be the Project Manager and as with all our other work in
Vernon, your personal contact person at AFA. This is a big data collection undertaking which will
require five to six months to complete. However, we will provide interim reports, including compiled
data each 30 days.
If you have any questions, or would like to conduct oral interviews, please feel free to call us. I would
welcome opportunity to discuss this matter at length with you.
04DataCollectionReport.doc
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDy
6. Cost Data
Indicate the unit and total costs forwhich you will conduct the project. The City of
Vernon requires compliance with the State of California's Prevailing Wage
requirements. The City ofVemon reserves the right to increase or decrease the
number of counts shown below.
Line Item
TASK "A"
Description
Unit Quantity Unit Price Total Price
EA 9 $315 $2,835
EA 9 $465 $4,:185
EA 28 $615 $17,220
1 2-Phase Intersection Counts
2 4,5, & 6-Phase Intersection Counts
3 8.Phase Intersection Counts
TASK "B"
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24-Hour ADT Counts
EA
214
$200
$42,800
TOTAL:
$67,040
7. Other Information
Include any other information you consider to be relevant to the proposal.
IV. Insurance Coveral!'e
As part of the proposal, the Finn shall subtnit a statement verifying the Finn's ability and
commitment to obtain all the necessary insurance requirements. The'selected Firm Shall submit the
inSurance requirements specified below and secure approval by the City. Failure to provide the
insurance requirements will be grounds for rejection of the Finn.
Minimum Insurance Documents Required:
1. Compliance with the insurance schedule
2, Certificate of Insurance from the consultant's insurance agent
3. Copy of the Declaration Page of the insurance policy
4. Originals of Endorsements
5. Schedule of Forms and Endorsements
V. Statement of Indemnification
The attached Statement of Indemnification shall be signed by the Firm and subtnitted as part of
the contract. Failure to include this statement will be grounds for rejection of the Finn. The
proposal need not include this statement.
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CITY OF VERNON
REQUEST FOR PROPOSAL
ENGINEERING SERVICES FOR A CITYWIDE
TRAFFIc VOLUME DATA COLLECTION AND STUDY
AUGUST, 2004
4305 Santa Fe Avenue, Vernon, CA 90058 PHONE: (323) 583-8811
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CITY OF VERNON RFP -CITYWIDE TRAFFIC VOLUME STUDY
CITY OF VERNON
REQUEST FOR PROPOSAL
Prospective Contractors:
The City of Vernon (City) requests proposals from qualified Traffic Volume Collection
Contractors to perform a Citywide Traffic Volume Data Collection and Study,
Contact Information:
Questions regarding this Request for Proposal shall be directed to E. Maximous (Max), P.E. at
(323) 583-8811 Ext. 221. Proposals are to be submitted confidentially to Samuel Kevin Wilson
at the following address: . .
Samuel Kevin Wilson, P.E.
Director of Community Services and Water
City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Proposal Closing Date:
Three (3) sets of the contractor's proposal shall be received by the City no later than 5:00 PM,
September 7, 2004, All proposals must be delivered to the above address. Proposals shall be
submitted in a sealed package, clearly marked with: "Traffic Volume Data Collection and
Study".
Proposals will become part of the official files of the City ofVemon and cannot be returned.
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
CITY OF VERNON
REQUEST FOR PROPOSAL FOR ENGINEERING SERVICES FOR
A CITY WIDE TRAFFIC VOLUME DATA COLLECTION AND STUDY
I. Introduction
The City of Vernon is seeking a qualified firm to conduct a Traffic Volume Data Collection and
Study for the entire City. This study will entail Intersection counts and Average Daily Traffic
(ADT) mid-block counts at various locations. The firm selected will furnish all labor, equipment
and ~aterials and will perform all work described in this Request for Proposal.
II. Scope of Work
A. General
The TRAFFIC VOLUME COLLECTION FIRM (hereinafter referred to as FIRM) shall provide
traffic count services in accordance with completing the following required tasks.
1. Within five (5) working days from award of contract the, FIRM shall provide the
Project Manager with a schedule for completion of the traffic counts. FIRM shall
notify'the Project Manager one week prior to the actual counting of the required
locations
2. FIRM shall conduct the required'traffic counts as agreed upon in accordance with the
submitted schedule. Traffic movement counts shall be conducted in accord~ce with
the task descriptions mentioned below.
3. FIRM shall provide a summary of each traffic count penormed. Reports shall be
bound and submitted to the Project Manager (five copies each). In addition to the
printed reports, all count data shall be presented on media (CD) readable by IBM
compatible personal computers in spreadsheet (in Microsoft Excel format) and
graphed formats. FIRM shall provide data to the Project Manager for review. If in the
opinion of the Project Manager the data is inconsistent or otherwise faulty, FIRM
shall recount the location at no additional cost to the City.
4. FIRM shall notify the City of each week's schedule in advance. Draft copies of the
traffic counts will be submitted weekly to the Project Manager for review.
B. Safety Precautions:
FIRM shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and
personnel.
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
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C. TASK "A" - Intersection Counts
1. Intersection counts will be performed between Tuesday through Thursday only,
during non-holidays, and only during non-adverse weather conditions, Intersection
counts shall include all turning and through movements.
2. Manual Intersection counts shall include the following criteria:
· AM peak period is defined as 7:00 A.M. to 9:00 A.M,
· Noon peak period is defined as 11 :00 A.M, to 1 :00 P.M.
· PM peak period is defined as 4:00 P.M. to 6:00P.M,
· Counts shall be conducted at I5-minute intervals by movement at each signalized
intersection.
3. At eachJocation, the data shall be tabulated to describe the counts for trucks and
vehicles, the percent oftotal counts for each, and the total of both counts.
4. Peak hour volumes are to be identified at each intersection. Peak hour is defined as
the highest one-hoUr period in both the A.M and P.M, peak periods as determined by
four (4) consecutive IS-minute count intervals. The location of counts shall be
collected at all 46 signalized intersections within the City of Vernon.
5. DeIiverables:
· Deliverables: A tabular summary of the distances of each link of the segment. A list
the roadway block segments appears on the attached map.
· Submit five hard copies and a digital copy on a CD.
D. TASK "B" - ADT
1. The ADT shall be summarized as noted below, The count data is to be recorded in
IS-minute increments and shall be directional. The coupts shall occur in a continuous
24-hour period on Tuesday, Wednesday, or Thursday and is not to include a holiday
nor a Monday or Friday. The counts also shall not be taken during a week that
includes a normal holiday. The traffic data shall be recorded using machine counters
placed at locations defined on the attached map.
2. At each location, the data shall be tabulated to describe the counts for trucks and
vehicles, the percent of total counts for each, and the total of both counts.
3. Deliverables:
· A tabulation of raw directional traffic counts in IS-minute increments
· A tabulation of factored counts in IS-minute increments using appropriate seasonal
and axle adjustment factors as necessary. '
· The tabulations shall be delivered in Ule following formats:
o Spreadsheet (in Microsoft Excel format) and graphed formats
o A.M., P.M. and Noon Peak hour volwne summaries for each direction and
combined
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
· Submit five hard copies and a digital copy on a CD.
III. Instructions and Conditions
The following instructions and conditions apply to this RFP:
A. General Conditions
1. Rigb.t to Reject Proposals
The City ofVemon reserves the right to reject any or all proposals submitted,
Any award made for this engagement will be made to the contractor which, in the
opinion of the City, is best qualified to conduct the project.
2. Proposal Evaluation Criteria
Proposals will be evaluated on the basis of their response to all provisions of this
RFP. The City of Veroon may use some or all of the following c~teria in its
evaluation and comparison of proposals submitted. The criteria listed are not '
necessarily an all-inclusive list. The order in which they appear is not intended to
indicate their relative importance:
a. Previous experience and demonstration of a record of success on work
previously performed for the City or similar work performed for others.
b. Experience and background ofproject lead and staff and staff to perform work
within the specified time
c. Unit prices for the w,?rk.
d. Ability to work effectively with City staff, other public agencies and related
parties as directed during the course of the services
e. Previous history of completing projects within budget and design estimates
and ability to furnish adequate and effective construction supervision
B. Proposal Format And Content
Proposals should be typed as brief as possible. They should not include any elaborate or
unnecessary promotional material. Each contractor should adhere to the following order and
content of proposal sections:
CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
1. Background and Approach
The Background and Approach Section should describe your understanding of the
City, the work to be done, and the objectives to be accomplished.
2. Methodology(ies)
This section should clearly describe the methodology or methodologies to be used to
carry out the specific work tasks described in the Work Plan.
3. Work Plan
Describe the sequential work tasks planned.to carry out in accomplishing this project.
Ind,icate all key deliverables and their contents.
4. Related Experience
Describe recent, diiectly related experience. Include on each listing the name of the
client; description of the work done; primary client contact, address and telephone
number; dates for the project; name of the Project Director and/or Manager and
members of the proposed project team who worked on the project, as well as their
respective responsibilities. At least three references should be included. The City of
Vemon reserves the right to contact any of the organizations or individuals listed.
5. Project Schedule
Provide a schedule for completing each task in the work program, including deadlines
for preparing all project deliverables.
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDy
6. Cost Data
fudicate the unit and total costs for which you will conduct the project. The City of
Vernon requires compliance with the State ofCalifomia's Prevailing Wage
requirements. The City of Vernon reserves the right to increase or decrease the
number of counts shown below.
Line Item
TASK "A"
Description
Unit
Quantity Unit Price
Total Price
1
2-Phase Intersection Counts
EA
9
2
4, 5, & 6-Phase Intersection Counts
EA
9
3
8-Phase Intersection Counts
EA
28
TASK "B"
4
24-Hour ADT Counts
EA
214
TOTAL:
7. Other Information
fuc1ude any other information you consider to be relevant to the proposal.
IV. Insurance Covera!!e
As part of the proposal, the Firm shall submit a statement verifying the Firm's ability and
commitment to obtain all the necessary insurance requirements. The'selected Finn shall submit the
insurance requirements specified below and secure approval by the City. Failure to provide the
insurance requirements will be grounds for rejection of the Finn.
Minimum fusurance Documents ReQuired:
1. Compliance with the insurance schedule
2. Certificate of Insurance from the consultant's insurance agent
3, Copy of the Declaration Page of the insurance policy
4, Originals of Endorsements
5. Schedule of Forms and Endorsements
V. Statement of Indemnification
The attached Statement of fudemnification shall be signed by the Firm and submitted as part of
the contract. Failure to include this statement will be grounds for rejection of the Finn. The
proposal need not include this statement.
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INSURANCE S(;HEDULE (CO~~1;AN1)
The consultarit shall provide proof of insurance, including a standard ceni1ic8te ofinsurance. iri at
.least the fonowing amounts and COv.erage (co~bined' single limit p~: .
1. Coverage and Litnim '
Hazards
Automobile LiabiJitt .
Owned Automobiles
Hired Automobiles
Non-<>wried
Automobiles
Workers' Compensation
Employers' Liability
n. Liability .
Premises Operations :.
Elevators
(rfappHcable) .
Ind~ent
Contractors
Products - Completed
Operations
Contractual Liability
ProfesSional Liability .
Bodllyll!furx
Bach Persoll Bach Accident
Pronerty D~
. Bach ,Accident
$500,000
$500,000
. $500, 000 ~
, $500,000
$500,000
$1,000,000
$1,000,000
$$00,000 $1,000,000
$ S~tutory
$1,000,000 pee employer
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.$1,000,000 ~OOO,ooo
$1,~,ooo $2,000,000
$1,000,000
$1,OOOjOOO
$1,900,000 . $2,000,000-
. $1,000,000
$1,000,000 . $2,000,000
$1,000,000 $2,000,000
$2,000,000 $2,000,000
$1,000,000
$1,000,000
$2,000,000
a. The genemJ liability policy shall COJifain the foDowiog spcclaI ~wldcl, shall bo.
noted on or attached to the standard cecti1icate ofinsuranee:, . .
L An' endprsement naming the City ofVemo~ its officers, and eniployees as insureds
under the policy.
2. An endorsement proViding the City ofVemon thirty (30) days notice of
cancellation o~ material reduction of COvCf?8e.
. 3. AD. endorsement providing coverage for aU operations under this agreement;
. 4.. Such'other'enqorsement as may be required 'by addendum hereto."
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CITY OF VERNON
. STATEMENT OF lNDEl\1NIFICATION '
DATE
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Permittee agrees to indemnify, <Jefend and hold harm1~s the City ofVemon and each
officer. agent and/or employee thereof from any liability or respoJ1S1oility for any
accid.ent, loss or damage to persons or property happ.ening or occuning is a proximato
result of the encroachment or constiuction thereof.
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(Vemoil City Code See. 22.49-1, Permits - indemnity and insurance)
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COMPANYNA11B
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TELEPHONE
ADDRESS:
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NAME
1TILB
SIGNED
DATE
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CITY OF VERNON
SIGNATURE REQUIRE~NTS FOR,CITY AGREEMENTS
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Limited Liability Comp.
("LLCj
Ifmanaged by members - by any
member
If managed by manager(s) _ by a
manager
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Pazfneahip
(Note: A member or manager may
haVe a title such as President Of
vice-president)" ,
Any Partner, unless authority .
restricted in "sta,tement of
Partnership authority" reCorded in
County Recorder's Office (for"real
property transaCtions) or tiled With
" secretary of state (for contracts~ "
etc.)
Litnitcd Partnership
A general Partner, EUbject to same
cxceptions for Partnership
Same as partnership
Limited Liability Partnership
("LLPj
Sole proprietorship
Sole proprietor
(Note: A person can hold more
than one corporate office; c.g.. a
vicc-picsident can also be 'a
seccctuj. That person can sign
the agreememtwicc, ifbotlr
capacities are identified.)
Ifmanaged by members-not Corp. Code. see. 17157
required unless otherwise
provided in governing
documents
. If managed by managers(s) - by
· SCCODd manager (mdess
articles ofOlV~tion state
thete is only one manager)
Not required, ~ess "statement Corp. Code see. 16301
of partnership authority" Corp. Cod~ sec. 16303
provides otherwise
Same as~ . CoIp. Code sec. 15509 .
Sanie as Partnership Corp. Code sec. 16955.5
Not required nla
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EXHIBIT
B
EXHmIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Consultant's performance ofthe services in accordance with
the terms and conditions of this Agreement, City shall pay Consultant a maximum
Contract Price (Contract Price) of Sixty-Seven Thousand Forty Dollars and No
Cents ($67,040.00). The actual amount will be based on the time and materials
required to perform the services, billed in accordance with Consultant's rates
identified in Item 6, Cost Data" of the Proposal attached as Exhibit A.
1.2 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensation, and constitutes the entire compensation due Consultant for the
services and any and all of Consultant's obligations hereunder, regardless of
difficulty, unforeseen circumstances, hours worked or equipment, materials or
personnel required. The Contract Price includes without limitation compensation
for all applicable taxes, customs duties, fees, overheads, profit, travel time to and
from the Work Site and all other direct and indirect costs incurred or to be
incurred by Consultant hereunder. The Contract Price set forth above and the
rates set forth in any attachment incorporated into this exhibit are not subject to
escalation for any reason. No adjustments in compensation shall be made as a
result of changes in the value of any currency. The Contract Price shall only be
adjusted by a formal, written Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Consultant, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit D. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) work unit rates as set forth in Exhibit A, or such lower rates as are
otherwise agreed in the applicable Change Order. Once established, the amount of the
compensation due Consultant or credit due City for a change shall not be subject to
adjustment for any reason, including changes in the value of any currency.
3.0 Invoicing and Payment
Consultant shall submit invoices acceptable to City, and City shall make payment to
Consultant in accordance with the terms set forth in Exhibit D.
B-1
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Consultant shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B -
B-2
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EXHIBIT
C
, .
EXHmIT C
Insurance
Consultant and its Sub-Consultant(s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Consultant shall cause its insurers to issue, including but not limited to, Certificates of Insurance
or, upon request, certified copies of the insurance policies evidencing that the coverages and
policy endorsements required under this Agreement, are maintained in force.
Consultant shall ensure its Sub-Consultant(s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured(s) on all required Consultant
insurance coverages. Consultant and its'Sub-Consultant(s), if any, shall maintain in effect the
following minimum insurance ,coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbor Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $1 ,000,000 per occurrence.
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1 ,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
E. Provide the City of Vemon thirty (30) days written notice of cancellation.
- End of Exhibit C -
C - 1
EXHIBIT
D
EXHmIT D
General Conditions
1.0 Definitions and Responsibilities
1.1 Definitions
Whenever used in the Agreement of which these General Provisions are a part,
the (ollowing terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached. The
Agreement constitutes the entire agreement between the parties relating to its
subject matter.
b~ "Consultant" shall mean Austin-Foust Associates, Inc. and where applicable,
its affiliated companies, directors, officers, employees, agents and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
h. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
i. "Proprietary Information" shall mean all information, whether written or oral,
which Consultant acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
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(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Consultant's or any entity
within Consultant's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in
Consultant's possession without limitation regarding disclosure to others;
or
(4) Information which subsequent to disclosure hereunder, is obtained by
Consultant from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Consultant
to agree to refrain from disclosing such information to others,
j. "Request for Proposal" or "RFP" shall mean the Request for Proposal for
Engineering Services for a Citywide Traffic Volume Data Collection and Study
dated August, 2004, a copy of which is included with the Proposal in Exhibit A.
k. "Sub-Consultant" shall mean any first or lower-tier Sub-Consultant and its
employees, representatives, agents, Sub-Consultants or other personnel who have
been approved in the manner required by the Agreement.
l. "Work" or "Services" shall mean the work performed by Consultant and
required to be performed from time to time by City under the Agreement.
1.2 City's and Consultant Representations
Consultant and City represents that it has read and understands the Agreement and
Contract Documents. The Consultant represents it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Consultant
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Consultant also represents that it is
experienced in performing and competent, and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. . Each party may notify the
other in writing of the identity of such persons from time to time.
III
III
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2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description ofthe Work is set forth in this Agreement and the attachments
thereto. City may at anytime, by written change order by City's authorized
representative identified in the Agreement, make changes only to extend the work
duration and total compensation of Consultant's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Consultant's Responsibilities
Unless otherwise specified in the Agreement, Consultant shall perform the duties
as outlined in the Agreement between the Consultant and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Consultant's employees, Sub-
Consultants, reJ?resentatives or other personnel shall be and remain the
responsibility of Consultant. City's and/or Owner's first aid facilities, if any,
however, will be made available to Consultant's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Consultant hereby agrees to indemnify Owner against,
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to
Consultant's employees, Sub-Consultants, representatives or other personnel, or
out of the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Consultant or simply for the payment of a lump sum of money, it is intended to be
the full and complete payment for satisfactory completion of the Work and, unless
otherwise stated, to cover all costs whether for materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Consultant shall be entitled to receive monthly progress payments. Consultant
shall submit progress payment requests, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, or the prior calendar month's
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completed work. City will make payment to Consultant within thirty (30) days
after acceptance and approval of the invoice received from Consultant.
3.4 Records, Inspection and Audit
During the course of Work being performed, Consultant and any of its Sub-
Consultants, shall maintain and retain, not less than three years after completion
thereof, complete and accurate records ofthe Consultant's costs which are
chargeable to City under this Agreement. City or its designated, authorized
representatives, shall have the right during this three year period, upon written
reasonable notice, to inspect and audit those records. Such records to be
maintained and retained by the Consultant shall include: (a) payroll record
accounting for the total time distribution of the Consultant's employees working
full or part time on the Work (to permit tracing to payrolls and related tax returns)
as well as canceled checks or signed receipts for payroll payments in cash; (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Consultant's stores stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the Sub-Consultant's
and any other third-parties' charges; and (d) any other documentation City deems
.
necessary to support costs and charges under this Agreement.
3.5 Corporate Conduct
Consultant, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non-Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Consultant and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Consultant for those services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Consultant directly attributable to termination which could not reasonably have
been avoided and for which Consultant is not otherwise compensated'that are
incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost
D -4
profits, lost opportunities, consequential damages, or the like. In no event shall
total payment exceed the Contract Price.
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in scope of the Work
Consultant shall not be entitled to damages for loss of profits for the unexecuted
portion of the Work or any other damages because of such termination or
reduction.
5.0 General provisions
5.1 Independent Consultant
Consultant shall be an independent Consultant with respect to all the services to
be performed hereunder and shall have responsibility for and control over the
details and means for performing the Work. Neither Consultc,!nt nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Consultant shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Consultant.
5.2 Insurance
Consultant agrees to provide insurance in the amountS and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Consultant
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Consultant shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
Consultant shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. Consultant
employs subcontractors as part of the services rendered, Consultant's protective
coverage is required. Consultant may include all subcontractors as insureds under
its own policy or shall furnish separate insurance for each subcontractor, meeting
the requirements set forth herein.
5.3 Standard of Care
Consultant agrees that all services provided will be conducted by the principal and
competent staff members, if any, under the supervision of the principal, and that
services will be performed and rendered diligently. Consultant represents that it
has, or shall secure, at its own expense, all personnel required to perform
Consultant's services under this Agreement, but at all times shall be responsible
0-5
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for the services of such personnel. Consultant may not employ any sub-
consultants without the prior written approval of the City.
5.4 Indemnification
Consultant's Indemnity. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold harmless City and its elected officials, officers, agents
and employees from all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements and penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including reasonable attorneys' fees
and all costs of defense, arising out of or attributable to the negligent or wrongful
acts of Consultant or its employees or agents under this Agreement, except to the
extent arising from or caused by the sole negligence or willful misconduct of the
City, its officers, agents or employees. The terms of this indemnity shall survive
the termination of this Agreement. The obligations in this Paragraph are in
addition to Consultant's duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Consultant.
Indemnity Process. The City shall notify Consultant in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Consultant shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Consultant fails, within a reasonable time after receipt of
such notice, to assume the defense with counsel reasonably satisfactory to City, or
if, in the reasonable judgment of City, a direct or indirect conflict of interest exists
between the parties with respect to the claim, or if in the sole judgment of City the
assumption and conduct of the defense by Consultant would materially and
adversely affect City in any manner or prejudice its ability to conduct a successful
defense, then the City shall have the right to undertake the defense, compromise
and settlement of such claim for the account and at the expense of Consultant.
Notwithstanding the above, if the City in its sole discretion so elects, City may
also participate in the defense of such actions by employing counsel at its
expense, without waiving the City's obligations to indemnify or defend.
Consultant shall not settle or compromise any claim or consent to the entry of any
judgment without the prior written consent of the City and without an
unconditional release of all liability by each claimant or plaintiff to the City.
5.5 Treatment of Confidential and Proprietary Information
a. For ten years after the effective date of this Agreement, Consultant shall refrain
from using any Confidential or Proprietary Information except in connection with
the Work or from disclosing it to any third party other than to employees of
Consultant who require it in performance of the Work and except to such other
third persons as City may otherwise authorize in writing. If disclosure to such an
employee or other third person is so authorized, Consultant shall enter into with
said party, a confidentiality agreement containing provisions with respect to use
and disclosure of Proprietary Information substantially the same as those
contained in this General Condition.
D - 6
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b. Consultant shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Consultant
hereunder. Consultant may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Consultant shall return to City
upon the completion of the Work or request by City all such documents and
copIes.
c. Except as expressly permitted by prior written consent of the City, Consultant
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity, without the express prior
written consent of an authorized representative of the City. Consultant and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Consultant has performed all Work to be performed
pursuant to this Agreement. Consultant hereby agrees that such Confidential
Information and any documents provided may be used by Consultant and/or its
subcontractors only as authorized by the City. Consultant shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non-disclo9ure requirement.
5.6 Compliance with City's and Owner's Regulations
Consultant shall observe, and shall cause its Sub-Consultants and the employees
of each of them to observe, all of City's and Owner's regulations as they may be
revised from time to time concerning the safety and security of persons and
property, housekeeping and Premises or plant work hours.
5.7 Compliance with Authority
Consultant shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Consultant shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
ongm.
Consultant shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measure by the wages and salaries of persons employed by Consultant.
Consultant shall indemnify City and Owner against, and hold City harmless from,
any liability or loss including liability or loss from fines or penalties arising out of
Consultant's failure to perform the obligations imposed upon it by this section.
1//
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5.8 Assignments and Sub-Consultants
Consultant's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this section shall, at City's .
discretion, be void. Consent by City shall not relieve Consultant of responsibility
for performance of Consultant's obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Consultant.
5.9 Waiver
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default or of such right.
5.10 Applicable Law
This Agreement shall be governed by and construed under the laws of the state of
California.
5.11 Captions
The captions used in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part thereof.
5.12 Notices
All notices required or permitted hereunder shall be in writing and shall be
delivered to the entity or person identified in the Contract Documents under
Notices. Notice sent by properly addressed mail, certified or registered with
return receipt requested and postage prepaid, shall be effective three days after
deposit in the mail or when received, whichever is earlier. Notice sent by
facsimile, telegraph, telex or cable and confirmed by copy thereof sent by
registered or certified mail shall be effective upon the date of such facsimile,
telegraph, telex or cable. Notices sent in any other manner shall be effective only
if and when received.
5.13 Entire Agreement
The Agreement, and the attached Exhibits, constitute the entire Agreement by the
parties and it may not be altered, amended or changed without a duly executed
document by all parties.
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5.14 Attorneys' Fees
In the event a dispute, claim or litigation arises regarding this Agreement, the
, prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs. -
5.15 Changes in the Work
City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit E attached hereto and incorporated by reference.
5.16 Forum
Any dispute related to this Agreement shall be adjudicated in a state court serving
the County of Los Angeles, California.
5,17 Force Majeure
Neither party shall be considered to be in default in any of its obligations under
this Agreement when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" shall mean any cause beyond the control
of the party affected, including, but not restricted to, flood, earthquake, storm,
fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal,
state, or municipal action, statute, ordinance, or regulation, embargoes of the
United States Government or any other government, which by exercise of due
diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome. Either party rendered
unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such
fact to the other party and shall exercise due diligence to remove such inability
with all reasonable dispatch.
- End of Exhibit D -
D - 9
EXHIBIT
E
EXHIBIT E. (FORM CHANGE ORDER)
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO.
SUPPLEMENT NO.
SHEET
OF
SHEETS
PROJECT:
CONTRACT NO.
TO:
CONSULTANT
REQUESTED BY:
You are hereb directed to make the herein described chan es from the ori inal sco e of work of this a eement.
Agreement Amount (Base Bid) .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Amount of This Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Amount of Previous Change Order .......................................... $
Total Change Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Modified A eement Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Approved:
Date:
Director of Community Services & Water
We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all
equipment, furnish all materials, except as may otherwise be noted above, and perfonn all selVices necessary for the work above specified, and will accept as full
payment therefore the prices shown above.
Accepted: Date:
Consultant:
By:
Title:
c: EngineeringlProject FilelConsultantJPurchasing
E-l
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INSTRUCTIONS TO CONSULTANT
Contract Number:
Instruction to Consultant Number:
Date:
Specific Instructions to Consultant:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
_ Supplementary instructions, not involving a Change
(Should these instructions be, ih the opinion of Consultant, a "Change", written notice' thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Consultant shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Consultant fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
_ A Change
(Consultant shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Consultant shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Consultant fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Consultant's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Consultant Representative
Date
- End of Exhibit E -
E-2
SUPPORTING
DOCUMENTS
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into and executed in duplicate originals,
either copy of which may be considered and used as the original hereof for all purposes, as of
this 2nd day of February, 2005, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN.
THE CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND
AUSTIN-FOUST ASSOCIATES, INC.
hereinafter referred as the "Consultant,"
2020 North Tustin Avenue
Santa Ana, CA 92705-7827
RECITALS
WHEREAS, the City desires to retain the services of a firm to perform a study
updating the Average Daily Traffic Counts, Truck and VehicIe Counts and Intersection Turning
Mo~ement Counts within the City in order to assess traffic volume (the "Traffic Study"); and
WHEREAS, on or about August 4, 2004, the City issued a Request for Proposal
for Engineering Services for a Citywide Traffic Volume Data Collection and Study; and
WHEREAS, Consultant submitted a proposal to the City for the Traffic Study
dated September 7,2004 (the "Proposal), a copy of which is attached hereto as Exhibit A and
incorporated by reference; and
WHEREAS, the Proposal includes a description of the services to be performed
by Consultant and the attendant costs; and
WHEREAS, Consultant has advised the City that it is qualified to perform the
Traffic Study and the City desires to obtain the services of Consultant to provide such services.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Scope of Services
Consultant shall provide its services under the general supervision of the Director of
Community Services & Water and shall include, but not be limited to, Task A, 2-Phase,
4,5 & 6-Phase and 8-Phase Intersection Counts; Task B, 24-Hour ADT Counts; and such
other services needed to perforni the Traffic Study as identified in Exhibit A. It is
understood and agreed that in the event of a conflict between the Proposal and this
Agreement, the terms of the Agreement shall prevail.
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2.0 Time of Performance
Consultant's services shall commence upon the signing of the Agreement by both parties
and shall end when Consultant has completed the work according to the Proposal, unless
the Agreement is otherwise terminated or extended upon written agreement of both
parties to this Agreement. Completion of the services to be performed by the Consultant
is expected to be no later than one hundred eighty (180) days from the Notice to Proceed.
3.0 Contract Price
As full and complete compensation to Consultant for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Consultant,
subject to the additions and deletions expressly provided for in this Agreement, the
Contract Price set forth in Exhibit B.
4.0 ~otices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the
respective addresses set forth below, or at such other address as may be furnished by
either party to the other in writing.
Consultant - Austin-Foust Associates, Inc.
Attn: Joe E. Foust, P.E.
2020 North Tustin Avenue
Santa Ana, CA 92705-7827
714-667-7952
714-667-0496
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Fax:
Telephone:
5.0 Law and Arbitration
This Agreement shall be governed by the laws of the State of California. The parties
agree that any and all disputes arising out of or in relation to this Agreement, including
without limitation any action in tort, shall be resolved exclusively, finally and
conclusively by arbitration in Los Angeles County, California under the auspices of and
pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS), All
decisions of the arbitrators shall be in writing, and the arbitrators shall provide written
reasons for their decision. The arbitration decision shall be final and binding on the
parties. Notwithstanding the foregoing, the parties shall be permitted to access the court
system to enforce any arbitration award or to obtain injunctive relief. The exclusive
jurisdiction and venue for any such action shall be the Superior Court of California, Los
Angeles County.
6.0 Entire Agreement
This Agreement shall be comprised of these signed business terms (Business Terms),
together with Exhibit A - The Proposal; Exhibit B - Compensation and Payment; Exhibit
2
.c
C - Insurance; and Exhibit D - General Provisions, which are all attached. In the event
of conflict between this Agreement and any of the exhibits, this Agreement shall prevail.
In the event of conflict between exhibits, the exhibits shall be prioritized in the following
order: Exhibit D first, then Exhibits C, B, and A. This agreement is the entire agreement
of the parties, and supersedes all prior written and/or verbal communications, proposals,
notices of award, negotiations, understandings and agreements, whether written or verbal,
between the parties with respect to the subject matter dealt with in this Agreement.
Consultant expressly waives all claims for compensation based upon quantum merit,
implied contract or oral contract. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, verbally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not embodied in
this Agreement, and that no other agreement, statement or promise not contained in this
Agreement or a subsequent amendment or change order shall be valid or binding. No
amendment or change in the provisions of this Agreement shall be made, except in a
formal written amendment signed by Consultant and a corporate officer of City, or in a
written change order. Each party represents and warrants that it has read and fully
familiarized itself with this Agreement, and that such party has been fully authorized to
sign this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above.
Consultant:
Austin-Foust Associates, Inc.
Date: / /.;1 a /0 -:j
I /
City:
The City of Vernon, California
y~~
~ Name: Leonis C. Malt:> , Mayo
Date: c2~(,/4oS"
/ I
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
~~C' -
Enc T. resc Ity Attorney
3
'"
.rfiJIIAIIStIMFOUST ASSOciATES, INe.
T " A F Fie E II 01 " E E R i, " 0 'A" D TR A " t P b R T A Ti 0" P LA" " 1 " 0
2020 NORTH TUSTIN AVENUE . SANTA ANA, CALIFORNIA 92705-7827
RECE!VF~'
SEP u '7 7no~
C"....,.-,..., li'l/'ty e.;>.~:., .; .v'~.-.
_...........A~.Vvl \; .......~_
September 7, 2004
TELEPHONE (714) 667-049G
FAX (714) 667-7952
E-mail: mail@austinfoustcom
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
ATfENTION:
Mr. Samuel Kevin Wilson, P.E.
Director of Community Services and Water '
SUBJECf:
PROPOSAL - TRAFFIC VOLUME DATA COLLECTION AND STUDY
Dear Mr. Wilson:
Austin-Foust Associates, Inc. (AFA) is pleased to respond to your RFP dated August 2004 to perform a
Citywide Traffic Volume Data Collection and Study for the City of Vernon.
Since your RFP is quite specific and detailed with respect to the traffic data to be collected, as well as the
format in which the results are to be tabulated and presented, we feel the need for a lengthy proposal is
not necessary beyond stating that we have read, understand and will comply with all your specifications.
AF A has been in business over 20 years and in that time developed a good reputation for quality work
with on-time performance. Our experience includes past work for the City of Vernon. We will rely
entirely on the evaluation of you and your staff as to our qualifications. If you would like references, we
will provide them, or we would be pleased to participate in an oral interview process if you so desire.
Otherwise, simply evaluate us on what you already know of us.
,
Suffice to say, we do carry the necessary insurance requirements, including providing professional errors
and omissions coverage at no additional cost to the City of Vernon. Your RFP did not require this,
however, it is a bonus we provide to all our clients.
With respect to the project management, I will be the Project Manager and as with all our other work in
Vernon, your personal contact person at AF A. This is a big data collection undertaking which will
require five to six months to complete. However, we will provide interim reports, including compiled
data each 30 days.
If you have any questions, or would like to conduct oral interviews, please feel free to call us. I would
welcome opportunity to discus'S this matter at length with you.
04DataCoBectionReport.doe
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDX
6. Cost Data
Indicate the unit and total costs for which you will conduct the project. The City of.
Vernon requires compliance with the State ofCalifomia's Prevailing Wage
requirements. The City of V eroon reserves the right to increase or decrease the
number of counts shown below.
Line Item Description Unit Quantity Unit Price Total Price
TASK "A"
1 2-Phase Intersection Counts . EA 9 $315 $2,835
2 4, 5, & 6-Phase Intersection Counts EA 9 $465 $4:;:185
3 8-Phase Intersection Counts EA 28 $615 $17,220
TASK "B"
4 24-Hour ADT Counts EA 214 $200 $42,800
TOTAL:
$67,040
7. Other Information
Include any other information you consider to be relevant to the proposal.
IV. Insurance Covera~e
As part of the proposal, the F'mn shall submit a statement verifying the Firm's ability and
commitment to obtain all the necessary insurance requirements. The' selected Firm Shall submit the
inSurance requirements specified below and secure approval by the City. Failure to provide the
insurance requirements will be grounds for rejection of the Firm.
Minimum Insurance Documents Required:
1. Compliance with the insurance schedule
2. Certificate of Insurance from the consultant's insurance agent
3. Copy of the Declaration Page of the insurance policy
4. Originals of Endorsements
5. Schedule of Forms and Endorsements
V. Statement of Indemnification
The attached Statement of Indemnification shall be signed by the Finn and submitted as part of
the contract. Failure to include this statement will be grounds for rejection of the Finn. The
proposal need not include this statement.
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CITY OF VERNON
REQUEST FOR PROPOSAL
ENGINEERING SERVICES FOR A CITYWIDE
1'RAFFIc VOLlJ1\tIE DATA COLLECTION AND STUDY
AUGUST, 2004
4305 Santa Fe Avenue, Vernon, CA 90058 PHONE: (323) 583-8811
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CITY OF vERNON RFP -'CITYWIDE TRAFFIC VOLUME STUDY
CITY OF VERNON
REQUEST FOR PROPOSAL
Prospectiv~ Contractors:
The City of Vernon (City) requests proposals from qualified Traffic Volume Collection
Contractors to perfonn a Citywide Traffic Volume Data Collection and Study,
.contact Information:
Questions regarding this Request for Proposal shall be directed to E. Maximous (Max), P,E, at
(323) 583-8811 Ext. 221. Proposals are to be submitted confidentially to Samuel Kevin Wilson
at the following address:
Samuel Kevin Wilson, P.E.
Director of Community Services and Water
City of Vernon
4305 Santa Fe Ave,
Vernon, CA 90058
Proposal Closing Date:
Three (3) sets of the contractor's proPosal shall be received by the City no later than 5:00 PM,
September 7, 2004. All proposals must be delivered to the above address. Proposals shall be
submitted in a sealed package, clearly marked with: "Traffic V o)ume Data Collection and
Study".
Proposals will become part of the official files of the City ofVemon and cannot be returned.
.
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CITY OF vERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
CITY OF VERNON
REQUEST FOR PROPOSAL FOR ENGINEERING SERVICES FOR
A CITY WIDE TRAFFIC VOLUME DATA COLLECTION AND STUDY
I. Introduction
The City of V ernon is seeking a qualified fum to conduct a Traffic Volume Data Collection and
Study for the entire City. This study will entail Intersection counts and Average Daily Traffic
(AnT) mid-block counts at various locations. The firm selected will furnish all labor, equipment
and materials and will perform all work described in this Request for Proposal,
ll. Scone of Work
A. General
The TRAFFIC VOLUME COLLECTION FIRM (hereinafter referred to as FIRM) shall provide
traffic count services in accordance with completing the following required tasks.
1. Within five (5) working days from award of contract the, FIRM shall provide the
Project Manager with a schedule for completion of the traffic counts, FIRM shall
notify" the Project Manager one week prior to the actual counting of the required
locations
2. FIRM shall conduct the required traffic counts as agreed upon in accordance with the .
submitted schedule. Traffic movement counts shall be conducted. in accordance with
the task descriptions mentioned below,
3. FIRM shall provide a SUmmary of each traffic count performed. Reports shall be
bound and submitted to the Project Manager (five copies each). In addition to the
printed reports, all count data shall be presented on media (CD) readable by IBM
compatible personal computers in spreadsheet (in Microsoft Excel format) and
graphed formats. FIRM shall provide data to the Project Manager for review, If in the
opinion of the Project Manager the data is inconsistent or otherwise faulty, FIRM
shall recount the location at no additional cost to the City.
4. FIRM shall notify the City of each week's schedule in advance. Draft copies of the
traffic counts will be submitted weekly to the Project Manager for review.
B. Safety Precautions:
FIRM shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and
personnel.
.
CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
C. TASK "A" - Intersection Counts
1. Intersection counts will be performed between Tuesday through Thursday only,
during non-holidays, and only during non-adverse weather conditions. Intersection
counts shall include all turning and through movements.
2. Manual Intersection counts shall include the following criteria:
· AM peak period is defined as 7:00 A,M. to 9:00 A.M.
· Noon peak period is defined as 11:00 A.M, to 1:00 P.M.
· PM peak period is defined as 4:00 P.M, to 6:00PM.
· Counts shall be ,conducted at IS-minute intervais by movement at each signalized
intersection.
3. At each location, the data shall be tabulated to describe the coupts for trucks and
vehicles, the percent oftotal counts for each, and the total of both counts.
4. Peak hour volumes are to be identified at each intersection. Peak: hour is defined as
the highest one-hour period in both the A.M and P.M, peak: periods as determined by
four (4) consecutive IS-minute count intervals. The location of counts shall be
collected at all 46 signalized intersections within the City ofVemon.
5. Deliverables:
· Deliverables: A tabular summary of the distances of each link of the segment. A list
the roadway block segments appears on the attached map.
· Submit five hard copies and a digital copy on a CD.
D. TASK "B" - ADT
1. The ADT shall be summarized as noted below. The count data is to be recorded in
IS-minute increments and shall be directional. The coupts shall occur in a continuous
24-hour period on Tuesday, Wednesday, or Thursday and is not to include a holiday
nor a Monday or Friday. The counts also shall not be taken during a week that
includes a normal holiday. . The traffic data shall be recorded using machine counters
placed at locations defined on the attached map.
2. At each location, the data shall be tabulated to describe the counts for trucks and
vehicles, the percent of total counts for each, and the total of both counts, -
3. Deliverables:
· A tabulation of raw directional traffic counts in IS-minute increments
· A tabulation of factored counts in IS-minute increments using appropriate seasonal
and axle adjustment factors as necessary. .
· The tabulations shall be delivered in the following formats: '
o Spreadsheet (in Microsoft Excel format) and graphed formats
o A.M., P.M. and Noon Peak hour volume summaries for each direction and
combined
cm OF vERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
· Submit five hard copies and a digital copy on a CD.
m. Instructions 'and Conditions
The following instructions and conditions apply to this RFP:
A. General Conditions
1. - Right to Reject Proposals
The City of V emon re$erves the right to reject any or all proposals submitted.
Any award made for this engagement will be made to the contractor which, in the
opinion of the City, is be~t qualified to conduct the project.
2. Proposal Evaluation Criteria
Proposals will be evaluated on the basis of their response to all provisions of this
RFP, The City of V emon may use some or all of the following cri.teria in its
evaluation and comparison of proposals submitted. The criteria listed are not .
necessarily an all-inclusive list. The order in which they appear is not intended to
indicate their relative importance:
a. Previous experience and demonstration of a record of success on work
previously performed for the City or similar work performed for others.
b. Experi~ce and background of project lead and staff and staff to perform. work
within the specified time
c. Unit prices for the work.
d. Ability to work effectively with City staff, other public agencies and related
parties as directed during the course of the services
e. Previous history of completing projects within budget and design estimates
and ability to furnish adequate and effective construction SUpervision
B. Proposal Format And Content
Proposals should be typed as brief as possible. They should not include any elaborate or
unnecessary promotional material. Each contractor should adhere to the following order and
content of proposal sections:
" CITY OF vERNON RFP - CITYWIDE TR,AFF'IC VOLUME STUDY
1. Background and Approach
The Background and Approach Section should describe your understanding of the .
City, the work to be done, and the objectives to be accomplished.
2. Methodology(ies)
This section should clearly describe the methodology or methodologies to be used to
carry out the specific work tasks described in the Work Plan.
3. Work Plan
Describe the sequential work tasks planned,to carry out in accomplishing this project.
In~cate all key deliverables and their contents.
4. Related Experience
Describe recent, directly related experience. Include on each listing the name of the
client; description of the work done; primary client contact, address and telephone
number; dates for the project; name of the Project Director and/or Manager and
members of the proposed project team who worked on the project, as well as their
respective responsibilities, At least three references should be included. The City of
Vemon reserves the right to contact any of the organizations or individuals listed.
5. Project Schedule
Provide a schedule for completing each task in the work program, including deadlines
for preparing all project deliverables.
CITY OF vERNON RFP - CITYWIDE TRAFFIC VOLUME STUDy
6. Cost Data
Indicate the unit and total costs for which you will conduct the project. The City of
Vernon requires compliance with the State of California's Prevailing Wage
requirements, The City of V ernon reserves the right to increase or decrease the
number of counts shown below.
Line Item
TASK "A"
Description
Unit
Quantity Unit Price
Total Price
1
2-Phase Intersection Counts
EA
9
2
4, 5, & 6-Phase Intersection Counts
EA
9
3
8-Phase Intersection Counts
EA
28
TASK "B"
4
24-Hour ADT Counts
EA
214
TOTAL:
7. Other Information
Include any other information you consider to be relevant to the proposal.
IV. Insurance Covera2e
As part of the proposal, the Finn shall submit a statement verifying the Finn's ability and
commitment to obtain all the necessary insurance requirements. The'selected Firm shall submit the
insurance req~ents specified below and secure approval by the City. Failure to provide the
insurance requirements will be grounds for rejection of the Finn,
Mininnun Insurance Docwnents Required:
1. Compliance with the insurance schedule
2. Certificate of Insurance from the consultant's insurance agent
3, Copy of the Declaration Page of the insurance policy
4, Originals of Endorsements
5, Schedule ofFonns and Endorsements
V.StateDlentofIndeEnD~cation
The attached Statement of Indemnification shall be signed by the Firm and submitted as part of
the contract. Failure to include this statement will be grounds for rejection of the Firm. The
proposal need not include this statement.
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INSURANCE SC.tI.IWULE (CO~SUf'\'A.Nl)
The' ~ shall provide proof ofinsurance, indodioga standard cu1iiicate ofinsutauco, iii at .
.least the fODowing amounts and cov.crago (co~ed'~e Iimit~: '
1. Coverage and Limits '
Ha7Mds
Amoo1obileLi~ "
Own~ AutomobHes
Hired AutomobHes
Non-Owried
AutomobileS
Wodcen' Conipeosation
Employers'I1abHity
n. LiabiIitx
~ Operations
Elevators
(If appJiatble) -
~
Contractors .
Products - Completed
Operations
Contractual Liability
ProfesSional Liabitity .
Bodily JJym;y .'
Each let'Soil Bach Accident
ProDerty D~
. Bach Accident
,-
.
- .$5ooJlOOO $1,oooJlOOO
$500,000 '$JJloooJlOOO
$$OOJlOOO $IJ1OOO,ooo
.$ S~tutoty
$IJ1OOO,OOO per employer
$SOOJlOOO
$500,000
. $500,000 :
~.
.$IJ1OOO,ooo ~OOOJlOOO
$1,~,000 ~OOO)OOO
$lJ1QOO,OOO . ~OOO,OOO-
$1,000,000 . '$2,000,000
$IJ1ooo,Ooo $2,000,000
$2,000,000 $2,000,000
$1,000,000
$1,,000;000
. $1,000,000
$1,,000,000
$1,OOOJlooo
$2,000,000
a. Tho geaeqtlial>i&typo1icy shall COliIain tho funowmg speclal ~wIUd. shall boo
noted on or attached to the standard certificate ofinsuranee:, . "
1. An" endprsement naming the City ofVemo~ its om~ and employees as insureds
under the policy. '
2. An endorsemeotproViding the City ofVemon thirty (30) daysnotico of
cancelfation 0' material reduttion of COvel"Me.
. 3. Ail endo~ement providing coverage for aU operations under this agr~ent:
' 4.. Such'other en40rsement as may be required 'by addendum hereto. '.
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, CITY OF VERNON . .
. STATEMENT OF INDEMNIFICATION .
DATE
PERMrrNO. .
Permittee agrees to indemni(y, defend and hold harmJ~ the City of V emon and each
otlicer. &teat andf<ir emplOyee 1hereof ftom any liability or responsI&j)jjy for any
acciden~ loss or damage to persons or property hapP.ening or occurring as a proximate
result of the encroachment or constiuction thereof
(Vernon City Code See. 22.49-1, Permits -indemnity and insurance)
'. .
COMPANYNAMB
TELEPHONE
ADDRESS:
~
N.AM:E
'1TfLB
SIGNED
DATE
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CITY OF VERNON "
SIGNA':fURE REQ~~NTS FOR,CITY AGREEMENTS
, ,Limited Liability Coup.
("UC")
(Note: A pcISon canhoJd more
than one COIpOratcofficc; c.g.. a
vic>>piesidcnt can also be 'a
secrcwy. That person can sign
d1c agrccJDcnttwico. ifboth
ctlpadtie3 are ldentffied.)
Ifmanaged by members - by any Ifmanaged by menwer.r - not Corp. Code scc.171$7
member required unless otherwise
, promcd in goveming
If managed by manager(s) - by a documents
managec
PadDeuhip ,
'If managed by 11Ul1Iager.r(s)- by
(Note: A member or DJaDagecmay a SCCODd manager (uoless
lJaVc a title such as president Of articles of otganizatfOIi state
'Vicc-p.residem) , there is only one managec)
Any partner, unless authority . Not required, ~ "statement
restricted in "~tement of ofpartnersbjp authority'"
partnership authority" recorded in ' piovidea otIJerwisc
County Recorders Office (foi~
property 1ransaCtions) or filed with
. secretary ofstatc (for confracts, .
etc.)
Corp. Code see. 16301
~. Cock see. 16303
:.imited PU1neahip
.imited Liability Partnership
uPj
A general partner, subjeci to same
exceptions forp~
Same as partnership
Samcu~
"
Corp. Code see. 15509 ,
Sanic as pannership
Coxp. Code see. 1695505
Gle proprietoiship
Sole proprietor
~
N~ required
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EXHmIT B
Comnensation and Pavment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Consultant's performance of the services in accordance with
the terms and conditions of this Agreement,. City shall pay Consultant a maximum
Contract Price (Contract Price) of Sixty-Seven Thousand Forty Dollars and No
Cents ($67,040.00). The actual amount will be based on the time and materials
required to perform the services, billed in accordance with Consultant's rates
identified in Item 6, Cost Data, of the Proposal attached as Exhibit A.
1.2 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensation, and constitutes the entire compensation due Consultant for the
services and any and all of Consultant's obligations hereunder, regardless of
difficulty, unforeseen circumstances, hours worked or equipment, materials or
personnel required. The Contract Price includes without limitation compensation
for all applicable taxes, customs duties, fees, overheads, profit, travel time to and
from the Work Site and all other direct and indirect costs incurred or to be
incurred by Consultant hereunder. The Contract Price set forth above and the
rates set forth in any attachment incorporated into this exhibit are not subject to
escalation for any reason. No adjustments in compensation shall be made as a
result of changes in the value of any currency. The Contract Price shall only be
adjusted by a formal, written Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Consultant, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit D. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) work unit rates as set forth in Exhibit A, or such lower rates as are
otherwise agreed in the applicable Change Order. Once established, the amount of the
compensation due Consultant or credit due City for a change shall not be subject to
adjustment for any reason, including changes in the value of any currency.
3.0 Invoicing and Payment
Consultant shall submit invoices acceptable to City, and City shall make payment to
Consultant in accordance with the terms set forth in Exhibit D.
B-1
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Consultant shall be responsible for paying any subcontractors used in the
per.formance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B-
B-2
EXHmIT C
Insurance
Consultant and its Sub-Consultant(s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Consultant shall cause its insurers to issue, including but not limited to, Certificates of Insurance
or, upon request, certified copies of the insurance policies evidencing that the coverages and
policy endorsements required under this Agreement, are maintained in force.
Consultant shall ensure its Sub-Consultant(s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured(s) on all required Consultant
insurance coverages. Consultant and its Sub-Consultant(s), ifany, shall maintain in effect the
following minimum insurance coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbor Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $1,000,000 per occurrence,
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-
owned or hired vehicles with a minimum combined single limit of$I,OOO,OOO per
occurrence for bodily injury and property damage.
D. Excess Liability,Insurance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
E. Provide the City of Vernon thirty (30) days written notice of cancellation.
-End of Exhibit C -
C - 1
\.;lIenm:: ~mn
AU:) IIt.UU:)
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CERTIFICATE OF LIABILITV INSURANCE
DATE (MMlDOIYY)
01/13/05
THIS CERTIRCATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTlRCATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PROducER
Oealey, Renton & Associates
199 S Los Robles Ave Ste 540
Pasadena, CA 91101
526 844-3070
Austin Foust Associates, Inc.
2020 North Tustin Avenue
Santa Ana, CA 92705
INSURERS AFFORDING COVERAGE
INSURER A: United States Fidelity & Guaranty.
INSURER B: Sl Paul Fire & Marine Ins. CO.
INSURER c: XL Specialty Insurance CO.
INSURER D:
INSURER E:
NSURED
X)VERAGES,
THE POUCIESOFINSURANCE USTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCYPERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TEAM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXClUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE UMlTS SHOWN MAY HAVE BEEN REDUCED BY PAID Cl.AIMS.
ISR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECllVE POLICY EXPIRA110N LIMITS
m DATE DATE
1\ ~NERAL UABIUTY BK01261229 08115/04 08115/05 EACH OCCURRENCE $1 000 000
X COMMERCIAl.. GENERAl. LIABLnv ARE DAMAGE (My one fire) $1 000 000
I ClAIMS MADE [~J OCCUR MED EXP (1vIy one per.;on) $10.000
- PERSONAL & ACJV INJURY $1 000 000
- GENERAl. AGGREGATE $2.000 000
~N'LAGGR,EnLNrr nSPER: PAOOUCTS -COUPIOP AGG $2.000 000
POLICY ~ Loe
~ ~1JTOMOEllLE UABIUTY BK01261229 08115/04 08115/05 COMBINED SINGLE LIMIT
Nt{ AUTO (Ea accIdenl) $1 ,000,000
I--
I-- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per peISOIl)
"-
~ HIRED AUTOS BODILY INJURY
$
~ NOfIHlWNED AUTOS (per accIdenl)
- PROPERTY DAMAGE $
(Per accident)
=r=~ AUTO ONLY . EA ACCIDENT $
OTHER 1'HN4 EA ACe $
AUTO ONLY: AGG $
~ EXCESS UABIUTY BK01261229 08115/04 08115/05 EACH OCCUAAENCE $4.000.000
~'OCCUR 0 ClAIMS MADE AGGREGATE $4.000 000
R:= $
$
$ $
I WORKERS COMPENSA11ON AND WVA7726345 09/01/04 09/01/05 X I we STAlU- I fJlt
EMPLOYERS' UABIUTY E.L EACH ACCIDENT $1,000.000
E.L DISEASE -EA EMPLoveei $1 ~000.000
E.L DISEASE - POLICY LNIT I $1,000,000
OTHER Professional DPR9400354 . 03125/04 03/25/05 $1,000,000 per claim
Uability $2,000,000 annl aggr.
,SCRlPTlON OF 0PERA11ONSILOCATIONSIVaIClESlEXCLUSIONS ADDEO BY ENOORSEMENTISPECIAL PROVISIONS
1e City of Vernon, its officers, and employees are named as an additional
sured as respects general liability for claims arising from the
lerations of the named insured.
::RTlRCATE HOLDER I I ADD/11ONAI,.INSURED;INSURERLETTER: CANCELLATION
SHOULD ANYOFntE ABOVE DESCfUBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Traffic Volume Data Collection and Study DATE THEREOF, THE lSSlING INSURER WILL ENDEAVOR TOMAlL30.-DAYSWAI1TEN
City of Vernon NOTlCETOTHE CER11FlCATE HOLDERNAMEDTOTHE LEFT, BUTFAlLUAE TODOSOSHALL
Altn: Samuel Kevin Wilson, P.E. 1M POSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSUREA.ITS AGENTS OR
4305 Santa Fe Avenue REPRESENTATIVES.
Vernon, CA 90058 AUTHORIZED REPRES~E
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,ORD 25-S (7/97) 1 of 1
tJS1183921M113285
VLG @ ACORD CORPORATIO
Policy Number: BK01261229
OwnersbLessees or Contractors (Form B)
ADDITI NAL INSURED
Change(s) Effective: 01/13/05
Schedule
Name of Person or Organization:
Traffic Volume Data Collection and Study
City of Vernon
Attn: Samuel Kevin Wilson, P.E.
4305 Santa Fe .Avenue
Vernon, CA 90058
SECTION II - WHO IS AN INSURED is amended to inciude as an insured the
person or organization shown in the Schedule, but only with respect to liability
arising out of "your work" for that insured by or for you.
The City of Vernon, its officers, and employees are named as an
additional insured as respects general liability for claims arising
from the operations of the named insured.
CUBF 22 40 03 95
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Common Policy Declarations
Your Insurance Company is:
United States Fidelity and Guaranty Company
5801 Smith Avenue .
Baltimore, Maryland 21209
A StOc~ Insurance Company
Healon For Issuance
, I Annual Update
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Policy Number:
'I BK01261229 .
Renewal Of:
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Name~ Insured
AUSTIN-FOOST ASSOCIATES INC. & TRAFFIC DATA
SERVICES
2020 N. TUSTIN AVENUE
SUITE 108
SANTA ANA, CA 927()5.. 7827
Y~urAgent
DEAlEY RENTON & ASSOCIATES
199 S ROBLES AVE STE 540
PASADENA, CA 91101
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Agent Code: 046093.
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PolicyPeriod:~f.tPm08/15/2004 12.1)18.m~ ,'~ntil,ienninated ..: . atthemailingaddress,soo'.\11."
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. In return for ~~~t of the prenihn and ~jertto all tOO terms of thr(philty; we agree to provide the insurance. ~ Slated
in this poliCf. ,Tbi~:~Ii(.j' consists of the foll~rlg .cQvera~.Part(s) for Whi~f~' prEmillTl is indicated, This premillil:~~.
subject to adjustment. The Annual Policy Writing Mininun Premium is $500:.: ..'i:: . " ". ','
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Construction and 'Installation
Equipment and Mobile Property
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Fonns and Endorsements Applicable to This Coverag~!Part:
, See ~ttached Schedule of Forms and Eodor~ts Cl,IBF 00 35.
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AGENT
ClIBF 0010 09 99
Print Date: 08/18/2004
DireCt Bill .....
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XL SPECIAL TV INSURANCr: COMPANY
ADMINISTRATIVE OFFICE
Seaview House
70 Seaview Avenue
Stamford. CT 06902-6040
(800) 688-1840
HO",E OFFICE
1201 North Market Street
Suite 501
Wilmington. DE -19801
(800) 688-1840
Professional Liability Policy - Architects & Engineers Declarations
Policy Nmnber: DPR9400354
Renewal-of:
1: Named Insured: Austin-Foust Associates, Inc.
Address: 2020 North Tustin Avenue Suite 108
City/State/Zip: Santa Ana CA ;92705
Phone #
Fax:
Electronic Mail #:
(714) 667-0496
(714) 667-7952
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POLICY PERIOD ~,
Effective Date: 03125/2004
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Expiration Date: 03/25/2005
(12:01 a.m. standard time at. the mailing address shown above)
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XLS-PLP AED (11/03)
C. 2003. XL Specialty Insurance eompaity
Page 1
EXHmIT D
General Conditions
1.0 Definitions and Responsibilities
1.1 Defmitions
Whenever used in the Agreement of which these General Provisions are a part,
the following terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached., The
Agreement constitutes the entire agreement between the parties relating to its
subject matter.
b. "Consultant" shall mean Austin-Foust Associates, Inc. and where applicable,
its affiliated companies, directors, officers, employees, agents and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents,
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
h. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
i. "Proprietary Information" shall mean all information, whether written or oral,
which Consultant acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
D-1
(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Consultant's or any entity
within Consultant's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in
Consultant's possession without limitation regarding disclosure to others;
or
(4) Information which subsequent to disclosure hereunder, is obtained by
Consultant from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Consultant
to agree to refrain from disclosing such information to others.
j, "Request for Proposal" or "RFP" shall mean the Request for Proposal for
Engineering Services for a Citywide Traffic Volume Data Collection and Study
dated August, 2004, a copy of which is included with the Proposal in Exhibit A.
k. "Sub-Consultant" shall mean any first or lower-tier Sub-Consultant and its
employees, representatives, agents, Sub-Consultants or other personnel who have
been approved in the manner required by the Agreement.
1. "Work" or "Services" shall mean the work performed by Consultant and
required to be performed from time to time by City under the Agreement.
1.2 City's and Consultant Representations
Consultant and City represents that it has read and understands the Agreement and
Contract Documents. The Consultant represents it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Consultant
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Consultant also represents that it is
experienced in performing and competent, and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. 'Each party may notify the
other in writing of the identity of such persons from time to time.
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D-2
2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description of the Work is set forth in this Agreement and the attachments
thereto. City may at any time, by written change order by City's authorized
representative identified in the Agreement, make changes only to extend the work
duration and total compensation of Consultant's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City,
.2.2 Consultant's Responsibilities
Unless otherwise specified in the Agreement, Consultant shall perform the duties
as outlined in the Agreement between the Consultant and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Consultant's. employees, Sub-
Consultants, representatives or other personnel shall be and remain the
responsibility of Consultant. City's andlor Owner's first aid facilities, ifany,
however, will be made available to Consultant's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Consultant hereby agrees to indemnify Owner against,
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to
Consultant's employees, Sub-Consultants, representatives or other personnel, or
out of the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Consultant or simply for the payment of a lump sum of money, it is intended to be
the full and complete payment for satisfactory completion of the Work and, unless
otherwise stated, to cover all costs whether for materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Consultant shall be entitled to receive monthly progress payments. Consultant
shall submit progress payment requests, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, or the prior calendar month' s
D- 3
completed work. City will make payment to Consultant within thirty (30) days
after acceptance and approval of the invoice received from Consultant.
3.4 Records, Inspection and Audit
During the course of Work being performed, Consultant and any of its Sub-
Consultants, shall maintain and retain, not less than three years after completion
thereof, complete and accurate records of the Consultant's costs which are
chargeable to City under this Agreement. City or its designated, authorized
representatives, shall have the right during this three year period, upon written
reasonable notice, to inspect and audit those records. Such records to be
maintained and retained by the Consultant shall include: (a) payroll record
accounting for the total time distribution of the Consultant's employees working
full or part time on the Work (to permit tracing to payrolls and related tax returns)
as well as canceled checks or signed receipts for payroll payments in cash; (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Consultant's stores stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the Sub-Consultant's
and any other third-parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
3.5 Corporate Conduct
Consultant, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non-Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Consultant and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Consultant for those services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Consultant directly attributable to termination which could not reasonably have
been avoided and for which Consultant is not otherwise compensated'that are
incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost
D-4
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profits, lost opportunities, consequential damages, or the like. fu no event shall
total payment exceed the Contract Price.
4.3 Loss of Profits
fu the event of any termination of this Contract or reduction in scope of the Work
Consultant shall not be entitled to damages for loss of profits for the unexecuted
portion of the Work or any other damages because of such termination or
reduction.
5.0 General provisions
5.1 Independent Consultant
Consultant'shall be an independent Consultant with respect to all the services to
be performed hereunder and shall have responsibility for and control over the
details and means for performing the Work. Neither Consultant nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Consultant shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Consultant.
5.2 Insurance
Consultant agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Consultant
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Consultant shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
Consultant shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. Consultant
employs subcontractors as part ofthe services rendered, Consultant's protective
coverage is required. Consultant may include all subcontractors as insureds under
its own policy or shall furnjsh separate insurance for each subcontractor, meeting
the requirements set forth herein.
5.3 Standard of Care
Consultant agrees that all services provided will be conducted by the principal and
competent staff members, if any, under the supervision of the principal, and that
services will be performed and rendered diligently. Consultant represents that it
has, or shall secure, at its own expense, all personnel required to perform
Consultant's services under this Agreement, but at aU times shall be responsible
D-5
for the services of such personnel. Consultant may not employ any sub-
consultants without the prior written approval of the City.
5.4 Indemnification
Consultant's Indemnity. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold harmless City and its elected officials, officers, agents
and employees from all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements and penalties, losses, fmes, and all costs and
expenses incurred in connection therewith, including reasonable attorneys' fees
. and all costs of defense, arising out of or attributable to the negligent or wrongful
acts of Consultant or its employees or agents under this Agreement, except to the
extent arising from or caused by the sole negligence or willful misconduct of the
City, its officers, agents or employees. The terms of this indemnity shall survive
the termination of this Agreement. The obligations in this Paragraph are in
addition to Consultant's duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Consultant.
Indemnity Process. The City shall notify Consultant in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Consultant shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Consultant fails, within a reasonable time after receipt of
such notice, to assume the defense with counsel reasonably satisfactory to City, or
if, in the reasonable judgment of City, a direct or indirect conflict of interest exists
between the parties with respect to the claim, or if in the sole judgment of City the
assumption and conduct of the defense by Consultant would materially and
adversely affect City in any manner or prejudice its ability to conduct a successful
defense, then the City shall have the right to undertake the defense, compromise
and settlement of such claim for the account and at the expense of Consultant.
Notwithstanding the above, if the City in its sole discretion so elects, City may
also participate in the defense of such actions by employing counsel at its
expense, without waiving the City's obligations to indemnify or defend.
Consultant shall not settle or compromise any claim or consent to the entry of any
judgment without the prior written consent of the City and without an
unconditional release of all liability by each claimant or plaintiff to the City.
5.5 Treatment of Confidential and Proprietary Information
a. For ten years after the effective date ofthis Agreement, Consultant shall refrain
from using any Confidential or Proprietary Information except in connection with
the Work or from disclosing it to any third party other than to employees of
Consultant who require it in performance ofthe Work and except to such other
third persons as City may otherwise authorize in writing. If disclosure to such an
employee or other third person is so authorized, Consultant shall enter into with
said party, a confidentiality agreement containing provisions with respect to use
and disclosure of Proprietary Information substantially the same as those
contained in this General Condition.
D-6
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UlliUHT.K: U''UKM CHANGE ORDERl
CITY 01' VERNON
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COMMUNITY SERVICES & WATER DEPARTMENT
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AGREEMENT CHANGE ORDER NO.
PROJECT:
SUPPLEMENT NO.
SHEET
OF
SHEETS
TO:
CONTRACT NO.
CONSULTANT
REQUESTED BY:
You are hereb directed to make the herein described chan es from the ori inal sco e of work of this a eement.
Agreement Amount (Base Bid) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Amount of This Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Amount of Previous Change Order ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ," $
Total Change Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . , . . . . . . . . . .. $
Modified A eem.ent Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . .. $
Approved:
Date:
Director of Community Services & Water
We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all
equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full
payment therefore the prices shown above.
Accepted: Date:
Consultant:
By:
Title:
c: EngineeringIProject FilelConsultantIPurchasing
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INSTRUCTIONS TO CONSULTANT
Contract Number:
Instruction to Consultant Number:
Date:
Specific Instructions to Consultant:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
_ Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Consultant, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Consultant shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Consultant fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
_ A Change
(Consultant shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Consultant shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Consultant fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Consultant's signature hereon does not indicate his acceptance ofthe
classification assigned hereto by City.
Consultant Representative
Date
- End of Exhibit E-
E-2
SUPPORTING
DOCUMENTS
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CITY OF VERNON RFP - CITYWIDE TRAFFIC VOLUME STUDY
6. Cost Data
Indicate the unit and total costs for which you will conduct the project. The City of
Vemon requires compliance with the State of California's Prevailing Wage
requirements. The City of V emon reserves the right to increase or decrease the
number of counts shown below.
Line Item
TASK" A"
Description
Unit Quantity Unit Price Total Price
EA 9 $315 $2,835
EA 9 $465 $4,185
EA 28 $615 $17,220
1 2-Phase Intersection Counts
2 4, 5, & 6-Phase Intersection Counts
3 8-Phase Intersection Counts
TASK "B"
4
24-Hour ADT Counts
EA
214
$200
$42,800
TOTAL:
$67,040
7. Other Information
Include any other information you consider to be relevant to the proposal.
IV. Insurance Coveral!e
As part of the proposal, the Finn shall submit a statement verifying the Finn's ability and
commitment to obtain all the necessary insurance requirements. The selected Finn shall submit the
insurance requirements specified below and secure approval by the City. Failure to provide the
insurance requirements will be grounds for rejection of the Finn.
Minimum fusurance Documents Required:
1. Compliance with the insurance schedule
2. Certificate offusurance from the consultant's insurance agent
3. Copy of the Declaration Page of the insurance policy
4. Originals of Endorsements
5. Schedule of Forms and Endorsements
V. Statement of Indemnification
The attached Statement of fudemnification shall be signed by the Firm and submitted as part of
the contract. Failure to include this statement will be grounds for rejection of the Finn. The
proposal need not include this statement.