Resolution No. 09827on
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RESOLUTION NO. 9827
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND HARTZOG & CRABILL, INC. FOR CITYWIDE
SPEED STUDY
WHEREAS, the Community Services & Water Department needs the
services of a consultant to perform a citywide speed study according
to the California version of the Manual of Uniform Traffic Control
Devices, which includes the gathering of speed data along all streets
posted with a speed limit and recommends a speed limit to be enforced
by the Police Department; and
WHEREAS, on October 6, 2008, the City Council of the City of
Vernon adopted Resolution No. 9725 approving a request for Proposals
for Citywide Speed Study ("RFP"); and
WHEREAS, the RFP was sent and responses were received from
Austin -Foust Associates, Inc. and Hartzog & Crabill, Inc., all of
which were received and evaluated by the Community Services & Water
(Department; and
WHEREAS, the Community Services & Water Department deemed
Hartzog & Crabill, Inc. ("Hartzog") to be the lowest responsible
qualified vendor submitting a proposal.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
(CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with Hartzog, a copy of which is ,
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attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the Vernon hereby directs
the City Clerk, or her designee, to transmit one fully executed
Agreement to:
Hartzog & Crabill, Inc.
Attention: Gerald J. Stock, P.E., Executive Vice President
275 Centennial Way, Suite 208
Tustin, CA 92780
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 26th day of January, 2009.
ATT ST:
MANIUELA GIRON, lit Clerk
Name: Leonis C. Malbura
Title: Mayor /-M-a-e� �
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STATE OF CALIFORNIA ;)
ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9827 was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, January 26, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GIRO , tity Clerk
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EXHIBIT A
SERVICES AGREEMENT
This AGREEMENT ("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 AOl day of January, 2009, in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
AND Vernon, California 90058
HARTZOG & CRABILL, INC., an
independent contractor, hereinafter
referred to as the "Contractor"
275 Centennial Way, Suite 208
Tustin, California 92780
RECITALS
WHEREAS, the City has determined to retain the services of an
independent contractor to provide an updated Engineering and Traffic Survey for
establishing recommended speed limits at forty-five (45) roadway segment locations
throughout the City of Vernon; and
WHEREAS, Contractor has prepared a proposal dated November 26,
2008, for the Services, a copy of which is attached hereto as Exhibit A and incorporated
by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Contractor's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide an updated Engineering and Traffic Survey for establishing recommended
speed limits at forty-five (45) roadway segment locations throughout the City of Vernon
on a contract basis as defined in the terms and conditions set forth below.
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NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on January IL, 2009, and will continue in
effect until such time as the City receives a final updated Engineering and Traffic
Survey establishing recommended speed limits at forty-five (45) roadway
segment locations throughout the City of Vernon, or until terminated as provided
in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
"Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
® "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
• "Contractor" shall mean Hartzog & Crabill, Inc. and where applicable, its
affiliated companies, and its officers, directors, employees,
representatives and agents.
"Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
"Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor 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.
"General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
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G. "Premises" shall. mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor 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:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
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3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor 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 Contractor to agree to refrain from disclosing such
information to others.
"Subcontractor" shall mean any first or lower -tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
J. "Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
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SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Services shall include, but will not be limited to, providing an
updated Engineering and Traffic Survey for establishing recommended speed
limits at forty-five (45) roadway segment locations throughout the City of Vernon.
The Contractor's Services are more specifically detailed in the Proposal attached
hereto as Exhibit "A and incorporated herein by this reference.
3.02. Contractor shall be responsible for traffic control on the Work site when
necessary and shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written_ change order executed by the City Administrator,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. 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 B attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end at such time as the City
receives a final updated Engineering and Traffic Survey establishing
recommended speed limits at forty-five (45) roadway segment locations
throughout the City of Vernon in a form acceptable to the City, unless this
Agreement is otherwise terminated according to Section 6 of this Agreement or
extended according to the conditions and terms set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
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Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in
Section 3 of this Agreement, City agrees to pay Contractor the sum of Eleven
Thousand Seven Hundred Ten and no/100 Dollars ($11,710.00) (the "Contract
Price").
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Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Contract Price
includes without limitation compensation for applicable taxes, customs duties,
fees, overhead., profit, travel time to and from the Premises and all other direct
and indirect costs incurred or to be incurred by Contractor hereunder. The
Contract Price set forth above is not subject to escalation for any reason except
as expressly set forth in this Agreement. 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 formal, written Change Order or amendment to this
Agreement.
Payment of Compensation
4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be
entitled to receive payments as provided in Contractor's Fee Proposal submitted
with the Proposal. Contractor shall submit to City an invoice and statement of
Services, prepared in accordance with City requirements, at the completion of
the specified milestones. City will make payments to Contractor within thirty (30)
days after acceptance and approval of the invoice received from Contractor.
4.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. 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 to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
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SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City
Standards & Details for all Work performed. Substandard Work, as determined
solely by the City, shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(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. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. 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 all the rights and privileges of
an additional insured.
5.05. Contractor 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.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
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employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents. -
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 $2,000,000 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 be through the primary insurance coverages or
through an excess 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.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor 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. Contractor 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.
5.08. Contractor 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. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor 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
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connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor 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 this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
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5.14. Contractor'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
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
5.15. 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.
Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
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Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor 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. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
5.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor 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 Contractor
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 Contractor. 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 Contractor's obligations to
indemnify or defend. Contractor 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.
Treatment of Confidential and Proprietary Information
5.21. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in performance of the Work and except to
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such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor 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 Agreement.
5.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.23. Except as expressly permitted by prior written consent of the City, Contractor
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. Contractor 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 Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
5.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
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5.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.27. Contractor 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. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.28. Contractor 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 measured by the wages and salaries of persons employed by Contractor.
5.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
5.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final updated Engineering
and Traffic Survey establishing recommended speed limits at forty-five (45)
roadway segment locations throughout the City of Vernon, unless otherwise
extended according to the terms and conditions set forth in this Agreement.
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Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor 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. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor 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
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("Termination Expenses"). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
Page 14 of 19
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. 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 of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor 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.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. 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. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent.
Mailed notices will be deemed communicated as of the day of receipt or the third
(3d) day after mailing, whichever occurs first.
Contractor — Hartzog & Crabill, Inc. City - City of Vernon
Attn: Gerald J. Stock, P.E., Attn: City Administrator
Executive Vice President
275 Centennial Way, Suite 208 4305 Santa Fe Avenue
Tustin, CA 92780 Vernon, CA 90058
Fax: 714-731-9498 Fax: 323-826-1438
Telephone: 714-731-9455 Telephone: 323-583-8811
Page 15 of 19
Entire Agreement of the Parties
7.02. This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained 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
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. 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.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
Page 16 of 19
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Page 17 of 19
Attorney's Fees
7.06. 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, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered 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,
lightning, 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.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
Page 18of19
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
C ity:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Contractor:
Hartzog & Crabiil Inc.
Name:
Title: pI2rS5i J ( (
Date: / - � - 017
9
Title: L ,
Date:
Page 19 of 19
EXHIBIT A
C
November 26, 2008
HARTZOG &
CRABILL, Inc.
Mr. Samuel Kevin Wilson,
Director of Community Services
Trammell,Hartzog, President
City of Vernon
Jerry Crabill, P.E. (Retired)
Gerald J. Stock, P.E., Executive
4305 Santa Fe Avenue
Vice President
Vernon, CA 90058
SUBJECT: Proposal for an Engineering and Traffic Survey for
275 Centennial Way Speed Limits
Suite 208
Tustin, CA 92780 Dear Mr. Wilson:
Phone: (714) 731-9455
FAX: (714) 731-9498 Per your request, Hartzog & Crabill, Inc. (HCI) is pleased to submit the
attached proposal to provide an updated Engineering and Traffic (E&T)
www.hartzog-crabill.com Survey for establishing recommended speed limits in the City of Vernon.
The attached proposal's content is structured as specified per the City's Request
for Proposal (RIP). Upon reviewing our proposal, and noting the number of
similar projects that HCI has successfully completed throughout Southern
California, the City of Vernon can be assured that, HCI possesses the
qualifications necessary to complete this important project successfully.
We appreciate the opportunity to prepare this proposal and look forward to
providing these services for the City. Should you have any questions or
desire additional information, please do not hesitate to contact me at (714)
731-9455.
Sincerely,
HARTZOG & CRABILL, INC.
Gerald J. Stoc P.E.
Executive Vice President
City & Traffic Engineering Services
Consulting Traffic Engineers to Governmenf Agencies
ENGINEERING AND TRAFFIC SURVEY
Prepared for:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention:
Samuel Kevin Wilson
Presented by:
Hartzog & Crabill, Inc.
Traffic Engineers
275 Centennial Way, Suite 208
Tustin, CA 92780
(714) 731-9455
G HARTZOG &
CRABILL,Inc.
November 2008
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
INDENTIFICATION
Our corporation, Hartzog & Crabill, Inc. (HCI), will be the prime company involved with this
project. Our address, phone, and fax numbers are as follows:
275 Centennial Way, Suite 2-08
Tustin, CA 92780
Phone: (714) 731-9455
Fax: (714) 731-9498
INTRODUCTION
The City of Vernon has identified the need to update their Engineering and Traffic (E&T) Survey for
establishing recommended speed limits at 45 roadway segment locations throughout the City, as listed
in Exhibit 1 of the RFP, and based upon conversations with City staff. The City's most recent E&T
survey was adopted by Ordinance in March 2004.
Hartzog & Crabill, Inc. (HCI) is respectfully submitting this proposal, which addresses the requested
RFP elements, identifies key HCI and sub -consultant personnel responsible for the completion of the
project, follows the City's requested proposal format, and provides a detailed discussion of HCI's
experience in the completion of similar projects.
ORGANIZATION, CREDENTIALS AND EXPERIENCE
HCI Histou — HCI is a traffic and municipal engineering consulting firm serving numerous cities
throughout Los Angeles, Orange, Riverside, and San Bernardino Counties. We have been in business
for more than (15) years providing our client cities with both on -call and retainer engineering services.
HCI's team of licensed professional traffic engineers and certified radar operators have completed
numerous engineering and traffic surveys throughout Southern California. In addition to these types of
projects, HCI currently serves as consulting traffic engineer to the Cities of Bellflower, Hermosa
Beach, Los Alamitos, Rancho Santa Margarita, and South Gate. We are effectively an extension of city
staff. We have also conducted numerous traffic impact analyses, parking studies, traffic signal warrant
analyses, traffic signal and pavement delineation designs, traffic control plans, and provide traffic signal
systems/operations support services for our client cities. HCI is a California C Corporation.
In addition to our technical expertise, a cornerstone of HCI's success is our work ethic,
completion of projects on schedule, and the ability to effectively communicate with the public,
City staff, and elected officials. Over the past several years, HCI has completed numerous
projects that are virtually identical to this overall project effort. Within the past year alone, HCI
has or is in the process of conducting similar E&T projects in the Cities of Bellflower, Chino,
Laguna Hills, Laguna Niguel, Laguna Woods, Palm Desert, and Rancho Santa Margarita.
Page 1 of 7 G
F�F HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
CITY'S PROJECT PROPOSAL FORMAT
A. STUDY TEAM
HCI has assembled a project team with the depth and breadth of experience necessary to complete
a project of this magnitude. Resumes for each key member of the team are attached to this
proposal.
Project Manager —Mr. Gerald J. Stock, P. E., T. E.
Mr. Gerald I Stock, Vice -President of City and Traffic Engineering Services at HCI, will serve as
Project Manager and direct all components of the project. As a registered Civil and Traffic
Engineer with extensive experience serving the public sector, Mr. Stock is uniquely qualified to
fill this vital role in the project team. Mr. Stock will attend the kick-off meeting with City staff,
coordinate all components of the project, serve as the principal point of contact throughout' the
duration of the project and will present the results of the study to the City Council at the City
Council meeting. In every E&T project previously described, the project was completed on time
and on budget.
Associate Engineer - Mr. Michael Vallado
Mr. Vallado brings over ten (10) years of civil engineering experience specifically related to traffic
engineering and signal design. Five (5) of these years were devoted to running the City of
Glendora's Traffic Engineering Division, while the last five (5) years have been with HCI. His
responsibilities with HCI include conducting traffic -engineering studies, signal operations analyses
reports and recommendations, and also project management that includes the preparation of final
project plans, specifications and estimates. Mr. Vallado will assist in the preparation of any traffic
signal recommendation reports for this project.
Radar Technician — Mrs. Cathy Buendia
Mrs. Cathy Buendia, our radar technician will perform the collection of all radar speed data, as
Well as roadway geometric data including but not limited to the presence or absence of horizontal
curves, vertical curves, curb & gutter, sidewalks, drive approaches, driveway density, street
lighting, bike lanes, equestrian trails, adjacent land uses, and any other roadway feature which may
not be readily apparent to the motorist. Mrs. Buendia- is certified in the use of radar equipment
and has performed Ln excess of (30) surveys throughout Southern California during the past
several years. Within the past year alone, Mrs. Buendia has recently completed engineering and
traffic survey data collection for the various projects previously discussed.
Page 2 of 7 r HART20G &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
B. FIRM'S EXPERIENCE
HCI staff is comprised of ten (10) engineering professionals and technicians who have the proven
ability and expertise to the meet the ever -changing and challenging needs of the modern city.
With respect to E&T surveys completed in the greater Los Angeles area, HC1 has performed
similar studies for the Cities of Bellflower, Hermosa Beach, Laguna Hills, Laguna Niguel,
Monrovia, Monterey Park, Moorpark, Norwalk, San Gabriel, San Juan Capistrano, Villa Park,
and Yucaipa. Although the RFP requested a listing of five similar surveys (below), HC1 has
completed numerous engineering and traffic surveys throughout Los Angeles, Orange, Riverside,
and San Bernardino Counties.
Representative work — Because of our traffic engineering expertise, quality of work, and
responsiveness, many of our clients have repeatedly selected HCI to complete and update their
engineering and traffic surveys, their annual/bi-annual traffic counts and flow maps, and operate
their traffic signal monitoring. The key personnel assigned to these projects are the same
personnel that will be assigned to the City of Vernon project.
NCI's recent E&T Survey experience for public agencies are listed below:
City of Bellflower
Engineering and Traffic Survey (2002) / Update citywide traffic counts
Department of Community Development/Public Works
16600 Civic Center Drive
Bellflower, CA 90706
Mr. Brian Lee
(562) 804-1424 ext 2224
bleena bellflower org
City of Laguna Hills
Engineering and Traffic Survey (2007)
Department of Public Works
24035 El Toro Road
Laguna Hills,, CA 92653
Mr. Ken Rosenfield, P.E.
(949) 707-2655
krosenfield _ ci laguna-hills ca us
City of Laguna Niguel
Engineering and Traffic Survey (1999 and 2004 update)
Department of Public Works and Engineering
27791 La Paz Road
Laguna Niguel, CA 92677
Mr. David Rogers
(949) 362-4337
drogers@ci.la una-nguel ca us
Page 3 of 7 C,
HARrzoG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
B. , FIRM'S EXPERIENCE (continued)
City San Juan Capistrano
Engineering and Traffic Survey (2006 Update)
Department of Public Works
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Mr. Alan Oswald
(949) 443-6356
aoswald@sanjuanc@pist.rano.org
C. SURVEY APPROACH
HCI proposes the following approach to the E&T survey and signal timing review:
Task I — Initial Meeting
HCI will schedule a meeting with the City of Vernon staff to introduce the HCI staff members
responsible for this project and establish/verify lines of communication. The meeting will also
include the discussion of items such as project scope, objectives, and any other pertinent details
related to the study including traffic counts, speed limit enforcement, court requirements, current
traffic laws, the various roadway segments, any specific City requirements or formats, information
that we may need from the City, and the project schedule.
Task 2 — Speed Data Collection
Radar will be used to collect sample data of one -hundred (100) or more vehicles, or as many
vehicles passing through the 45 identified speed zone study locations listed in Exhibit 1 of the
RFP and discussed with city staff. Radar will be collected over a 1-1/2 hour period of time for
each non -peak hour surveyed location (meaning in each direction of travel for multi -lane or
divided roadways). These surveys will be conducted during weekdays only (Tuesday,
Wednesday, or Thursday), not including holidays or the day before or after a holiday. If a
roadway to be surveyed is found to be under abnormal circumstances, such as construction
activities, HCI will survey on another day when it is considered under normal circumstances. The
speed data collection will be conducted while local schools are in session.
To provide the City with as much supporting information as possible, HCI will provide a
photocopy of each tally sheet in an indexed notebook at the conclusion of this specific task. The
structure of the report will match current formats and maps established by the City, unless
directed otherwise. HCI will offer improvements for the City's consideration, if requested.
Page e 4 of 7 rG HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
C. SURVEY APPROACH (continued)
Task 3 — Analyze Speed Data
Vehicular speed data will be analyzed and graphically displayed utilizing a special computer
calculation and plotting program. This program is used exclusively for Engineering and Traffic
Surveys to develop recommended speed limits. It produces necessary information such as the 851''
percentile speed (the critical speed, the 10 MPH pace speed range, average vehicle speed, and
percentage of vehicles in the pace. Other information that will be included by the program are
15', 50', and 95' percentile speeds, mean speeds, tabular summation frequency of speeds
observed, cumulative speed distribution curve, date, start time, end time, weather, direction, road
surface condition, observations, segment length (miles), ADT data (provided by the City), posted
speed limit, and declared (posted) speed limit. All of this information is clearly and concisely
formatted and presented by the program, and will be provided for easy reference within the
report.
Task 4 — Accident Evaluations
This task will involve an evaluation of speed -related accident record information, which will be
provided by the City. This data will be used to determine the extent to which speeding is a casual
factor in reported collisions over a three-year period. That information will be utilized in the
overall analysis of the individual roadway segments for recommendations of appropriate speed
limits. The collision analysis will also be geared toward a comparative review of posted speed
limits and whether or not the posting is a casual factor in the area accident picture.
Task 5 — Field Inspections
Field inspections will be conducted by HCI staff to determine whether or not prevailing roadway
and/or land use characteristics, as they affect or are affected by speeding, are readily apparent to
drivers. These characteristics include residential density, pedestrian activity, and bikeways. It is
noted that this task will include a review of the speed limits that are currently posted on streets
outside of the City. In this manner, the report will be consistent with posted speed limits on those
streets which cross city boundaries. Pursuant to the recently amended California Vehicle Code,
Section 627, residential density, pedestrian, and bicycle safety will be considered in the
engineering and traffic survey. Other physical characteristics, such as horizontal or vertical
curves, the presence of traffic control devices, pavement condition, sight distance, lighting, and
on -street parking, will be evaluated in the recommendation of speed limits.
Task 6 — Speed Limit Recommendations
Speed survey measurements, accident data, field observations, and our experience that we bring
to the project as professional municipal traffic engineers will be used to make speed limit
recommendations. Again, for those areas where streets in the City join roadways of other
agencies, appropriate recommendations will be developed to be compatible with both
jurisdictions, All findings, conclusions and recommendations will be combined into a preliminary,
and final, report document suitable for use in the enforcement of speed limits using radar.
Page 5 of 7 GG
r HART20G &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
C. SURVEY APPROACH (continued)
Task 7 — Submit Final Report
Upon the City's review and comments on the preliminary report, HCI will prepare (7) bound
copies of the final project report containing our recommendations and the supporting data.
Specific report components include a certification suitable for submittal to the municipal court; a
description of the radar speed survey operational procedures; the purpose and methodology of
speed zone establishment; the statistical analysis factors; a description of the field data used in
analyzing the related roadway characteristics including adjacent land uses; accident history (3
years) for each street segment surveyed; results, recommendations, and a summary of
recommendations chart including statistical data used. All tasks will be completed in compliance
with the California Manual on Uniform Traffic Control Devices (CA. MUTCD).
A meeting will be scheduled with City staff to review survey results. Should additional questions
arise subsequent to the conclusion of the project, HCI staff will remain available to answer those
questions.
Task 8 — Present Report to the City Council
Mr. Gerald J. Stock, P.E. will present the results of the E&T survey report for the City Council's
consideration at their anticipated February 2008 meeting.
D. SCHEDULING
As is the case with all projects of this nature, proper scheduling is critical for timely completion of
the survey. The following is our proposed project schedule in which (5) milestones for the major
tasks are identified by date and/or will be completed by the end of said month:
December 2008
1) December 2008 — Receive Notice -To -Proceed / Meeting with City staff.
January 2009
2) January 2009 - Radar and field survey each roadway segment.
3) Late January/Early February 2009 — Submit draft survey for City review.
February 2009
4) February 2009 - Prepare any corrections/changes as directed by City staff.
5) February 2009 - Submit final report to the City.
E. AGREEMENT
We have reviewed the RFP copy of the agreement and all terms and conditions are acceptable to HCI.
Page 6 of 7 I r HART2QG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
F. INSURANCE
HCI is also very familiar with the City's insurance requirements. We have attached our current
proposal insurance certificate for the City's review. Upon entering into an agreement for this project,
our insurance company will provide the City with an agreement copy with any endorsements required
by the City.
G. SUMMARY OF PRODUCTS
The following products will be provided to the Engineering section of the City of Vernon Public
Works Department:
✓ Radar speed survey sheets with raw data for each of the 45 segments surveyed.
✓ Field survey summary sheets and all other data for each roadway segment.
✓ Radar speed survey analysis sheet for each segment surveyed.
✓ Engineering and Traffic Survey Draft Report (3 copies).
✓ Engineering and Traffic Survey Final Report (7 hard copies).
Page e 7 of 7 G HARTZQG
SELECTION CRITERIA EXHIBIT 2
RFP For Citywide Speed Study
Experience
The Bidder must have a minimum of five (5) years of experience as an ongoing business enterprise in
the specific type of work indicated in the proposal. The following contracts which show experience in work of
similar scope to that covered in the proposal and which have been satisfactorily completed in the past live (5)
years are;
YEAR NAME OF FIRM AND ENGINEER LOCATION COMRACIrAMOLiNrf
and PHONE
License
Provide the professional license number for a registered Civil Engineer in accordance with the
Provisions of the Business and Professions Code of the State of California
Contract
(a) The form of Contract that the successful bidder, as the Contractor, will be required to
execute is included in the Contract Documents, and should be examined by the bidder with care. The
Contract and other documents to be executed by the Consultant shall be executed in original triplicate
stamped according to law. One original shall be filed with the City Clerk and the others with the
appropriate City departments.
Insurance Requirements
(a) Before entering into the Contract, the successful bidder shall furnish evidence that workers,
compensation insurance, public liability, property damage insurance, and all other insurance
specified in the insurance schedule. The insurer must be an insurance company admitted in and
authorized to do business in California and maintain a rating that is acceptable to the City. The
insurance procured must be maintained in full force and effect for the entire duration of the
Contract.
Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements
as specified in this Agreement and that the City is endorsed as additional insured(s) on all required
in
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain e-
effect the following minimum insurance coverages on an Occurrence Form Policy:
1. Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
QUALIFICATIONS AND PROPOSAL FOR
TRAFFIC ENGINEERING, ANALYSIS
AND REVIEW SERVICES
FEE PROPOSAL
Prepared for:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mr. Samuel Kevin Wilson
November 26, 2008
Presented by:
Hartzog & Crabill, Inc.
Consulting Traffic Engineers
275 Centennial Way, Suite 208
Tustin, CA 92780
(714) 731-9455 Phone
(714) 731-9498 Fax
HARTZOG &
CRABILL, Inc.
PROPOSAL FOR AN ENGINEERING AND
TRAFFIC SURVEY
FEE PROPOSAL,
PROFESSIONAL FEES
Our proposed fee for the completion of the Engineering & Traffic Survey for Speed Limits is
provided on a line item basis below, and is based upon 45 roadway segments for survey per
conversations with City staff:
HCl proposes a lump sum not -to -exceed fee amount of $11,710.00, which includes Tasks 1-7
listed below. Our fee includes the successful completion of all engineering services in
conducting the survey for 45 roadway segments, as well as full documentation of radar data
collected, kick-off meeting attendance, and submittal of draft and final reports.
Task 1. Kick-off Meeting $ 310.00
Task 2. Speed Radar Data Collection
Task 3. Analyze Speed Data
Task 4. Accident Evaluation
Task 5. Field Inspections
Task 6. Speed Limit Recommendations (Tasks 2 — 5) $11,250.00
Task 7. Submit Final Report to City (includes reproduction) $ 150.00
Grand -Total for E&T: $11,710.00
Any meetings in addition to those described in the above tasks will be billed in addition to the
above -referenced fees on a time -and -materials basis. Yhese fees are $155. 00 per hour for Mr.
Gerald J. Stock, as Principal Engineer.
Page 1
tf M
M
n{`+��tLY IN��b�ShT
THE CITY OF VERNON
COM MINITY SERVICES & WATER DEPARTMENT
SEEKS PROPOSALS FROM QUALIFIED
CONSULTANTS FOR A CITYWIDE SPEED STUDY
Table of Contents
1.0
Introduction
2.0
Project Background
3.0
Selection Process, Criteria, and Schedule
4.0
Proposal Contents
5.0
Scope of Work
6.0
Compensation
1.0 Introduction
The City of Vernon is soliciting proposals from qualified firms for the Citywide Speed
Study to establish speed limits in the City of Vernon (City). The City of Vernon is required to
complete a speed study every 5 years to establish the correct speed limits in the City. A qualified
Engineering Consultant shall complete the study in accordance with the California version of the
Manual of Uniform Traffic Control Devices (MUTCD) and recommend the speeds for all
locations in the City that have posted speed .limits as specified in the attached ordinance.
A total of three proposals should be submitted by 2:00 PM on October 28, 2008 to:
Samuel Kevin Wilson
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
All questions about the proposal must be in writing and should be directed to Samuel
Kevin Wilson, Director of Community Services. Services provided under this agreement will be
coordinated and overseen by the City of Vernon Department of Community Services.
2.0 Background
2.1 City of Vernon
The City of Vernon is primarily an industrial City located approximately 5 miles
southeast of downtown Los Angeles. The City has a small residential population, but is home to
1,200 businesses employing 55,000 people. Vernon was incorporated in 1905 and consists of
approximately 5 square miles within a built out environment.
2.2 Purpose
The City of Vernon requests written proposals from companies to provide the labor,
equipment and materials to complete a speed study according to the California version of the
MUTCD to establish the speed limits on the streets in the City of Vernon.
3.0 Selection Process; Criteria and Schedule
3.1 City of Vernon Selection procedures
The City of Vernon will appoint a panel of technical representatives, to serve as the
selection recommendation panel for this service contract. The selection recommendation panel
will evaluate the written proposals based on the selection criteria listed in Exhibit 2. The
selection recommendation panel may then interview short listed companies. The panel will make
a recommendation to the City Council as to the most qualified firm. The expected schedule for
the selection process is attached as Exhibit 3.
3.2 Contract Format
Vernon maintains a standard form of agreement which requires specific insurance and
indemnification. A copy of a standard form of agreement is attached as Exhibit 5, Firms shall
identify any exceptions or conditions which would prevent their being able to enter into an
agreement with the City of Vernon. The form of contract will be on a lump sum basis with a
maximum authorized amount. The selected company may be subject to pre -award and post -
completion audits.
3.3 Funding Sources
Funding for this project is expected to come from local funding sources.
4.0 Proposal Contents
4.1 Identification
Identify the prime company (name of firm, address, telephone and fax numbers). Please
indicate whether the firm is a corporation, joint venture, partnership or sole proprietorship. Please
provide the same information for all sub -consultants that will be participating in this project.
4.2 Team Organization
Provide an organization chart showing the relationship of all sub -consultants to the prime
company and with each other. Specify the names of key staff that will be assigned to perform the
work.
4.5 Project Understanding and Proposed Approach
Describe the basic approach for completing the scope of work for the project.
4.6 Proposal Criteria and Length
The proposal shall include a completed Exhibit 2 and should not exceed 20 pages.
5.0 Scope of Work
5.1 Project Background
The City of Vernon maintains all roadways within its City boundaries and enforces the
speed limits within the City boundaries as part of the City's traffic related responsibilities.
5.2 Required Tasks
The selected company will be required to provide all labor, equipment and materials to
collect the speed data and complete an engineering study to establish the speeds on the streets
specified in the attached existing ordinance. The data shall be summarized in an engineering
study (as defined in the MUTCD) that recommends the speed limits that should be established
for each of the streets studied.
5.3 General Requirements
The Company will provide a plan for management, coordination and control to ensure
successful and timely completion of this project. The Company selected will prepare a detailed
work plan, including schedule and cost breakdown for each task.
6.0 Consultant Fee
The total contract fee the consultant will charge the City of Vernon shall be submitted in
a separate sealed envelope. The fee for the scope of work shall include, but is not limited to, all
work tasks, plans revisions, regulatory agency requirements, and work necessary to correct errors
and omissions.
LIST OF ATTACMIENTS
Exhibit 1— Speed Ordinance and Location Map
Exhibit 2 — Selection Criteria
Exhibit 3 - Proposed Schedule
Exhibit 4 — Special Provisions
Exhibit 5 — Sample Agreement
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EXHIBIT
ORDINANCE N0. 1099
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
VERNON AMENDING SECTIONS 16.14, 16.15, 16.16, 16.17,
AND DELETING SECTION 16.18 OF THE CODE OF THE CITY
OF VERNON" CALIFORNIA, 1959, TO CHANGE SPEED LIMITS
ON CERTAIN STREETS AND TO REPEAL ALL ORDINANCES OR
PARTS OF ORDINANCES IN CONFLICT HEREWITH
WHEREAS, on November 2, 1999, the City Council of the City of
Vernon adopted Ordinance No. 1078 to establish speed limits on certain
streets in accordance with Speed Zone Survey dated October 1999; and
WHEREAS, the Community Services Department of the City of
Vernon has prepared a Speed Zone Survey: Engineering and Traffic Study
dated January, 2.004 ("Engineering and Traffic Study") for the purpose
of evaluating existing speed limits on various streets within the City
of Vernon; and
WHEREAS, the Community Services Department has recommended
16 that the City Council accept and approve the recommendations contained
17 in the Engineering and Traffi S
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c tudy and that, accordingly, the Code
of the City of Vernon, California, 2959, be amended•by retaining
existing speed limits on some streets and changing speed limits
other streets based on the Engineering and Traffic Study; and
WHEREAS,.Vehicle Code Section 22357 authorizes cities to
determine and declare prima facie speed limits greater than 25 miles
per hour on the basis of an engineering and traffic survey; and
WHEREAS, according to the Engineering and Traffic Study, the
recommendations for prima facie speed limits of 30, 35, 40 and 45
miles per hour on certain streets will facilitate the orderly movement
of vehicular traffic and will be reasonable and safe on those streets;
and
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WHEREAS, said Engineering and Traffic Study supports the
enforcement of the prima facie speed limit of 30, 35, 40 and 45 miles
per hour on certain streets; and
WHEREAS, the California legislature has established various
criteria for preparing an engineering and traffic survey and
determining speed limits therein, in order to promote uniformity
throughout the State; and
WHEREAS, Vehicle Code Section 40802 provides that radar may
not be used as an enforcement tool if the posted limits are set
without being justified in fact by an engineering and traffic survey;
and
WHEREAS, certain sections of the Vernon Code need to be
amended to establish the speed limits recommended in the Engineering
and Traffic Study.
THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines* that the -recitals contained hereinabove are true
and correct.
SECTION 2; Section 1.6.1 of the. Code .of_the .G.i..ty of Vernon,
California, 1959, is hereby amended to read as follows:
Sec. 15.14. Speed limits on certain streets- _Forty-five miles per
hour.
Pursuant to Vehicle Code Section 22357, the city council
hereby determines and declares that the prima facie speed limit on the
following streets shall be forty-five (45) miles per hour:
BANDIN2 BOULEVARD
WASHINGTON BOULEVARD
From Soto Street to the eastern
city boundary
From the western city boundary to
Downey Road and from 700 feet east
of Downey Road to the eastern.city
boundary
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2 Every violation of this section by propelling a vehicle i
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excess of the speed limit provided for herein is hereby declared to
o be
4 a public nuisance.
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9ECT20N 3: Section 16.15 of the Code of the City of Vernon,
'6 California, 2959, is hereby amended to read as follows:
Sec. 16.15, Speed limits on certain streets --Forty miles per hour.
8 Pursuant to Vehicle Code Section 22357, the- city council
hereby determines and de
9 clares that the Prima facie speed limit
following streets shall be fort °n the
10 y (40) miles per hour:
11 A1��DA STREET -WEST The northbound lanes from the
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northern city boundary to the
southern city boundary
DISTRICT BOULEVARD
13 From Downey Road to Atlantic
14 377" STREET Boulevard
From Santa Fe Avenue to Soto Street
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15 VERNON AVENUE -
-Prom Alameda Street to Santa Fe
Avenue
PACIFIC BOULEVARD
l7 ,From Santa Fe Avenue to the
18 3 8th STREET
southern city boundary
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From Santa Fe Avenue to the BNSF
19 Railroad tracks east of Santa Fe
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21 Eery violation of this section by propelling a vehicle in
22 excess of the speed limit provided for herein is hereby declared
a public nuisance. to be
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24 SECTION 4: Section 16.36 of the Code of the City California, 1959, is hereby Y of Vernon,
25 y amended to read as follows:
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Sec. 16.16, Speed limits on certain street- -Thirt
hour. -Thirty- five miles per
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Pursuant to Vehicle Code Section 22357, the city council
hereby determines and declares that the 11
` Prima facie speed limit on the
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following streets shall be thirty-five (35) miles per hour:
ALAMEDA STREET -EAST The two-way street on the east side
of the railroad right-of-way from
the northern city boundary t t
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southern city boundary ° he
ATLANTIC BOULEVARD
From the northern city boundary rY to
the
southern city boundary
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BOYLE AVENUE
From Vernon Avenue to Slauson
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Avenue and the northbound lanes
from Slauson
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Avenue to Randolph
Street
DISTRICT BOULEVARD
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From Atlantic Boulevard to, eastern
city boundary
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DOWNEY ROAD
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From the northern city boundary to
Fruitland Avenue
and the western-
most,southbound lane from Fruitland
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Avenue to Slauson Avenue
FRUITLAND AVENUE
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LEONIS BOULEVARD
From Santa Fe Avenue to Downey Road
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From Pacific Boulevard tol Downey
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SANTA FE AVENUE
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From the northern city boundary to
the southern city boundary
SLAUSON AVENUE
2-7From
Boyle Avenue to Downey Road
SOTO STREET
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From the northern city boundary to
the
southern city boundary
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2 6TN STREET
----= -
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Fxom. Soto Street to Atlantic
Boulevard --------- ,-..-..._...
3 8" STREET
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From Alameda Street to the Santa Fe
Avenue
22 55TH STREET
From Alameda Street to Santa Fe
23 Avenue
24 Every violation of this section by propelling a vehicle in
25 excess of the speed limit provided for herein is hereby declared to be
26 a Public nuisance.
27 SECTION 5: Section 16.17-of the Code of the City of Vernon,
8 California, 1959, is hereby amended to read as fo
llows:
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Sec. 16.17. Speed limits on.certain street --Thirty miles per hour.
Pursuant to Vehicle Code Section 22357, the city council
hereby determines and declares that the prima facie speed limit
following streets shall be thirty on the
(30) miles per hour:
ALCOA AVENUE
From Vernon Avenue to Slauson
Avenue
FRUITLAND AVENUE The north half of the street
(westbound lanes) from Downey
to Corona Avenue and from Corona
ao
Avenue to Cudahy Avenue
VERNON AVENUE
25TH STREET
From Santa Fe Avenue to Downey Road
From Alameda Street to Santa Fe
Avenue
26T" STREET
37TN STREET
From Santa Fe Avenue to Soto Street
From Alameda Street to Santa Fe
Avenue
Every violation of this section by propelling a vehicle in
excess of the speed limit provided for herein is hereby declared to be
a public nuisance.
SECTION 6: Section 16.18 of the Code of the City of Vernon,
California, 1959, is hereby deleted.
SECTION 7: Any ordinance or parts of ordinances in conflict
with this Ordinance are hereby repealed.
SECTION 8: If any section, subsection, sentence, clause
phrase or word of this Ordinance is for any reason held to '
be void or
unconstitutional, such decision shall not affect the validity of the
remaining portions of this Ordinance; it being the intention of the
City Council of the City of Vernon to pass and adopt this Ordinance
and each section, subsection, sentence, clause or phrase thereof
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irrespective of the fact that one or more of the sections,
subsections, clauses, sentences or phrases thereof may be declared to
be invalid or unconstitutional.
SECTION 9: There being no newspaper printed, published or
circulated in the City of Vernon, the City Clerk is hereby directed to
certify to the passage of this Ordinance and shall post the same, or
cause the same to be posted, within fifteen (15) days after its
passage in accordance with Section 36933 of the Government Code, in
three (3) of the most public places in the City of Vernon, to wit: the
northwest corner of 38th Street and Santa Fe Avenue, the northeast
corner of Leonis Boulevard and Pacific Boulevard, and on the bulletin
board in the lobby of the City Nall of said City, located at 4305
Santa Fe Avenue, all in the City of Vernon, County of Los Angeles,
State of California.
SECTION 10: This Ordinance shall be in full force and effect
thirty (30) days from and after its
pas age of the same,
APPROVED AND ADOPTED this &Y C�
day of March, 2004.
ATTES
BRUCE V. MALKEMORST, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES � ss
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Ordinance, being Ordinance No. 1099,
was duly and regularly introduced at a regular meeting of the City
Council of the City of Vernon, held on Wednesday, February 18, 2004
and thereafter finally adopted at a regular meeting of said City
Council held on Wednesday, Marc rc\
2004 and thereafter was duly
signed by the Mayor of the City of Vernon, by the following vote:
AYES: Councilmen:Malburg, Ybarra, Gonzales, Davis, and
McCormick
NOES: Councilmen:
None
ABSTAINED: Councilmen: None
ABSENT: Councilmen:None
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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SELECTION CRITERIA
EXHIBIT 2
RFP For Citywide Speed Study
Experience
The Bidder must have a minimum of five (5) years of experience as an ongoing business enterprise in
the specific type of work indicated in the proposal. The following contracts which show experience in work of
similar scope to that covered in the proposal and which have been satisfactorily completed in the past five (5)
years are:
YEAR NAME OF FIRM AND ENGINEER LOCATION CONTRACTAMOUNT
and PRONE
License
Provide the professional license number for a registered Civil Engineer in accordance with the
provisions of the Business and Professions Code of the State of California.
Contract
(a) The form of Contract that the successful bidder, as the Contractor, will be required to
execute is included in the Contract Documents, and should be examined by the bidder with care. The
Contract and other documents to be executed by the Consultant shall be executed in original triplicate
stamped according to law. One original shall be filed with the City Clerk and the others with the
appropriate City departments.
Insurance Requirements
(a) Before entering into the Contract, the successful bidder shall furnish evidence that workers'
compensation insurance, public liability, property damage insurance, and all other insurance
specified in the insurance schedule. The insurex must be an insurance company admitted in and
authorized to do business in California and maintain a rating that is acceptable to the City. The
insurance procured must be maintained in full force and effect for the entire duration of the
Contract.
Contractor shall ensure its subcontraetor(s), if any, maintain those insurance requirements
as specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
Employers Liability insurance shall have a minimum limit of $1,000,000 per occurrence.
Contractor further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's employees or agents.
l . 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 $2,000,000 per occurrence.
2. 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.
�. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either be through the primary insurance coverages or through an excess 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.
PROPOSED SCHEDULE EXHIBIT 3
RFP For Cit)m,ide Speed Study
October 6.2008 City Council approval to seek proposals
October 28, 2008 Due date for proposals
December 1. 2008 City Council meeting to award contract
SPECIAL PROVISIONS EXHIBIT 4
Examination Of Site
The bidders must examine the site and judge at their own responsibility the location,
physical conditions, and surroundings of the proposed work.
Mobilization
The cost of all preparatory work and operations for the multiple movements of personnel,
equipment, supplies, and incidentals to the various project sites must be included in the various
bid items, and no extra compensation will be paid to the consultant.
Traffic Control
The Consultant shall conduct its operations so as to cause the least possible obstruction
and inconvenience to public traffic. All signs, lights, and other warning devices used shall be in
accordance with State of California Manual of Uniform Traffic Control Devices.
Schedule of Work
The Contractor shall provide a schedule of work detailing the locations and dates that the
survey of speeds is to be completed. The schedule shall be provided bi-weekly for the duration
of the project. All work shall be in conformance with the California version of the MUTCD.
Change in Work
The Director of Community Services & Water reserves the right to add or delete locations
not shown in the Bids and will pay on the basis of a written change order.
Payment
The contract price shall include full compensation for furnishing all labor, materials,
tools, equipment and incidentals, and for doing the work involved in the speed survey. Payment
shall be made as specified in the contract documents.
Contract Period
This contract shall expire one ,year from the date of execution.
Compensation
The Consultant shall be paid for the work based upon the proposal and the contract
documents.
EXHIBIT 5
SAMPLE AGREEMENT
SERVICES AGREEMENT
This AGREEMENT ("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 _ day of , 2007, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal corporation,
hereinafter referred to as the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND
***
hereinafter referred to as the "Contractor"
**
RECITALS
WFIEREAS, the City has determined to retain the services of an independent contractor
to perform * * *; and
WHEREAS, Contractor has prepared a proposal dated , 2007,
for the Services relating to a copy of which is attached hereto as Exhibit _ and
incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor,
materials and expertise necessary to perform the Services that the City requires, as set forth in this
Agreement, and is willing to do so on the terms and conditions set forth below; and
WHEREAS,
acceptable to the City; and
forth below.
have been bid, and Contractor's cost proposal is
WHEREAS, the City desires to enter into an agreement with Contractor to provide the
services on a contract basis as defined in the terms and conditions set
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on , 2007, and will continue in
effect for * * *.
Page l of 13
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Services Agreement or Contract which
includes the Contract Documents attached. The Agreement constitutes the entire
Agreement between the parties relating to its subject matter.
B. "City" shall mean the City of Vernon, California, the entity which has executed the
Agreement and; where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
C. "Contractor" shall mean and, where applicable, its affiliated
companies, and its officers, directors, employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may
have, but not necessarily, preceded execution of the Agreement, and including the
General Provisions and all exhibits and schedules attached to the Agreement and all plans
and specifications identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01
and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of
costs incurred by Contractor 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.
F. "General Provisions" or "General Conditions" shall mean the General Provisions as set
forth in this Agreement.
G. "Premises" shall mean the physical premises under City's control or ownership where
Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all information,
whether written or oral, which Contractor 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;
2 Information which, after disclosure hereunder, enters the public domain, except
where such entry is the result of Contractor's, or any entity within Contractor's
control, breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in Contractor's
possession without limitation regarding disclosure to others; or
Page 2 of 13
4. Information which, subsequent to disclosure hereunder, is obtained by Contractor
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 Contractor to agree to refrain from
disclosing such information to others.
"Subcontractor" shall mean any first or lower -tier subcontractor and its employees,
representatives, agents, subcontractors or other personnel who have been approved in the
manner required by this Agreement.
"Work" or "Services" shall mean the services performed by Contractor as more
specifically delineated in Section 3 below.
SECTION 3. SERVICES TO BE PERFORJ\1ED BY CONTRACTOR
Specific Services
3.01. Contractor agrees to perform * * *
3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take
all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written change order executed by the City, make changes only to extend
the work duration and total compensation of Contractor's Work. Changes in the scope of work,
or duties and obligations, shall be authorized only by the City.
3.04. 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 attached hereto and
incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and
shall end when Contractor has completed the Work described in Section 3.01 of this Agreement,
unless this Agreement is otherwise terminated according to Section 6 of this Agreement.
Method of Performing Services
3.06. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as
an independent contractor, Contractor agrees that it is not and will not become an employee,
partner, agent, or -principal of City while this Agreement is in effect. Contractor agrees it is not
entitled to the rights or benefits afforded to City's employees, including disability or
Page 3 of 13
unemployment insurance, workers' compensation, medical insurance, sick leave, or any other
employment benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and. other insurance, worker's compensation, training, permits, and licenses for
itself and for its employees and subcontractors. Contractor shall have complete and sole control
over its employees, the details of the Services and methods by which the Services are
accomplished, it being understood that City is interested only in the results to be obtained by
Contractor.
3.10. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement
does not create a partnership or joint venture between the parties.
Payment of Taxes
3.11. Contractor is responsible for paying when due all income taxes, including estimated taxes,
incurred as a result of the compensation paid by City to the Contractor for Services under this
Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties,
interest, or damages suffered by City resulting from Contractor's failure to comply with this
provision.
3.12. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on
behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an
employee with respect to the Services performed hereunder for federal or state tax purposes.
Contractor shall be responsible to pay taxes mandated by law.
3.13. Since Contractor is not an employee of City, Contractor is not eligible for and shall not
participate in any employee benefit of City, including pension, health or other fringe benefits.
SECTION 4. COMPENSATION
4.01. In .consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of *** Dollars
Entire Compensation
4.02. The Contract Price is full and complete compensation., and constitutes the entire compensation
due Contractor for the Services and any and all of Contractor's obligations hereunder. The
Contract Price includes without limitation compensation for applicable taxes, customs duties,
fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not
subject to escalation for any reason, except as expressly provided for in this Agreement. 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 formal, written Change Order or amendment to this
Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in
this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer
Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the
twelve (12) month period prior to the beginning of each extension.
Page 4 of 13
Payment of Compensation
4..03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the
sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses
may only be billed if advance written approval has been obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be established
verbally, and shall be established by a written change order signed by City as described in
Sections 3.04 and 3.05 of this Agreement. 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 to be negotiated between the
parties. Once established, the amount of the compensation due Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value of any
currency.
SECTION 5. OBLIGATIONS OF TI3E PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards &
Details for all Work performed. Substandard Work, as determined solely by the City, shall be
redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean up of the
effected area.
5.03. Contractor will perform the services under this Agreement on City's Premises during regular
business hours or as directed by City.
Tools, Materials, and Equipment
5.04. Contractor will supply all -tools, materials, supplies and equipment required to perform the
Services under this Agreement.
Liability Insurance
5.05. Contractor and its subcontractor(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. Prior to commencing Work hereunder, Contractor shall
provide the City with proof of insurance providing and maintaining the coverages and
endorsements set forth below. Said proof of insurance shall also provide that said policy or
Page 5 of 13
policies shall not be canceled or materially reduced in coverage without giving at least thirty (30)
days prior written notice to the City.
5.06. 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 all the rights and privileges of an additional insured.
5.07. Contractor 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.
5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as
specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
l . Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence.
Contractor further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's employees or agents.
2. 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 $2,000,000 per occurrence.
3. 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.
4. Professional Liability Insurance with limits of $2,000,000.
Representations
5.09.. To the fullest extent permitted by law, Contractor 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 Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation on
the amount or type of insurance coverage carried by Contractor,
5.10. Contractor and City represent that each has read and understands the Agreement and Contract
Documents. The Contractor represents it understands the City's regulations concerning Premises
access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and
Page 6 of 13
other rules, and that Contractor has visited Premises where the Work is to be done and is familiar
with the local conditions under which it is to be done. Contractor 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 this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work under
this Agreement in a competent, professional manner, without the advice or direction of City. This
means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the
Services required under this Agreement constitutes a material breach of the Agreement.
5.12. Contractor declares and states that it has complied with and will continue to comply with all
federal, state and local laws regarding business permits and licenses that may be required to carry
out the Services to be performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach
by Contractor of any representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and employees.
5.14. Contractor'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 sole discretion, be void. Consent by City
shall not relieve Contractor of responsibility for performance of Contractors obligations
hereunder. City may assign all or any part of this Agreement at any time effective immediately
upon written notification to Contractor.
Work Injury
5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents,
representatives or other personnel shall be and remain the responsibility of Contractor. City's
first aid facilities, if any, however, will be made available to Contractor's employees in
emergency cases which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of
action, claim, liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents,
representatives or other personnel, or out of the failure to furnish such facilities or assistance.
Records, Inspection and Audit
5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall
maintain and retain, not less than three (3) years after completion thereof, complete and accurate
records of the Contractor's costs which are chargeable to the City under this Agreement. City or
its designated, authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records to be maintained
and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's
employees working full or part time on .the Work; (b) invoices for purchases, receiving and
issuing documents, and all the other unit -inventory records for the Contractor's stores, stock or
Page 7 of 13
capital items; (c) paid invoices and canceled checks for material purchased and for the
subcontractor's and.any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or
employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award
of a contract or obtain favorable treatment under this Agreement or any other contract.
Standard of Care
5.18. Contractor 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. Contractor represents that it has, or shall secure, at its own expense, all
personnel required to perform Contractor's Services under this Agreement, but at all times shall
be responsible for the Services of such personnel. Contractor may not employ any subcontractor
without the prior written approval of the City.
Indemnity Process
5.19. The City shall notify Contractor in writing of any suits, claims or demands covered by any
indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall
assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor
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 Cite, 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 Contractor 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 Contractor. 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 Contractor's obligations to indemnify or defend. Contractor
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.
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in
performance of the Work and except to such other third persons as City may authorize in writing.
If disclosure to such an employee or to other third persons is so authorized, Contractor 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 Agreement.
5.21. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary
Information which City may supply to Contractor.hereunder. Contractor may copy, in whole or
part, such documents to the extent necessary for the performance of the Work, and Contractor
Page 8 of 13
Shall return to City upon the completion of the Work or request by City all such documents and
copies.
Compliance with Authority
5.22. Contractor 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. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, or sexual orientation of any person.
5.23. Contractor 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 measured by the wages and
salaries of persons employed by Contractor.
5.24. Contractor shall indemnify City against, and hold City harmless from, any liability or loss
including liability or loss from fines or penalties arising out of Contractor's failure to perform the
obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement.
Progress Reports
5.25. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide
reports or information concerning the Services being performed by Contractor under this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect
until the completion of the , in keeping with full performance of the
Services in accordance with Section 3.01 of this Agreement, unless otherwise extended according
to the terms and conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to
Contractor 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. During the
thirty (30) day period after such notice is sent, the parties shall continue to act toward each other
in good faith.
6.03. In the event of any such termination, in full and complete settlement for the termination of the
Work, City shall pay Contractor 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
Contractor directly attributable to termination which could not reasonably have been avoided and
for which Contractor is not otherwise compensated that are incurred through the date of
Page 9 of 13
termination and effectuating the termination ("Termination Expenses,,). Termination Expenses
shall not include lost profits, lost opportunities, consequential damages, or the like. In no event
shall total payment exceed the Contract Price,
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its
provisions, City may terminate this Agreement by giving written notification to Contractor.
Termination will take effect immediately on receipt of notice by the breaching party or three (3)
days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the following:
A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this
Agreement; or
B. Contractor's material breach of any representation or provision contained in Section Five
(5) of this Agreement.
6.06. 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 such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof
and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the Work,
Contractor 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.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. 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. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day
the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or
the third (3r8) day after mailing, whichever occurs .first.
Page 10 of 13
9
Contractor:
City:
*** City of Vernon
Attn: *** Attn: Manuela Giron,
* * * City Clerk
* * * 4305 Santa Fe Avenue
*** Vernon, CA 90058
Fax: *** Fax: 323-826-1438
Telephone: *** Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties
with respect to the rendering of Services by Contractor for City and contains all of the
representations, covenants, and agreements between the parties with respect to the subject matter
of this Agreement and the rendering of those Services. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not contained 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 Contractor and an authorized representative of the City, or in a written
change order. Contractor expressly waives all claims for compensation based upon quantum
merit, implied contract or oral contract. Each parry 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.
7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B,
which are all attached. In the event of conflict between this Agreement and any of the exhibits,
including the Proposal, this Agreement shall prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions will continue in full force and effect without being
impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection
with this Agreement, and the relationship and rights of the parties in connection with this
Agreement, whether characterized as breach of contract, tort, or otherwise (except for those
requesting injunctive relief) shall be determined by binding arbitration in accordance with the
terms of this Section. The submittal of all matters to arbitration in accordance with the terms of
this Section is the sole and exclusive method, means and procedure to resolve any and all claims,
disputes or disagreements arising under this Agreement, except for claims by either party Avhich
seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los
Angeles County, California, the decision of which court shall be subject to appeal pursuant to
applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall
Page l 1 of 13
at all times conduct themselves in accordance with the terms of this Section, relying on arbitration
as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated
hereunder shall take place before a panel of three retired judges of the Superior Court of the State
of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10)
calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to
the other parry and to JAMS. The Arbitration Notice shall contain a description of the subject
matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the
remedy or determination sought. Each parry shall select a retired judge from the JAMS panel,
and the two selected judges shall mutually agree on the third retired judge from the JAMS .panel.
If one of the parties does not select a retired judge from the JAMS panel within fourteen (14)
calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the
judge selected by JAMS and the judge selected by the other party will select the third judge for
the panel. The third judge is to be selected within ten 0 0) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators. The arbitration
shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or
other authorized representative. In rendering a decision(s), the Arbitrators shall determine the
rights and obligations of the parties according to the substantive and procedural laws of the State
of California and the terms of this Agreement. The decision of the Arbitrators shall be based on
the evidence introduced at the hearing and accompanied by a written statement of decision as to
each of the principal controverted issues. The agreement of two of the three Arbitrators as to the
resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written
decision to the parties within thirty (30) calendar days following the date of the selection of the
last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be
confirmed as a judgment by the Superior Court of the State of California, subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. 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, which may be
set by the arbitrators and/or court in the same action or in a separate action brought for that
purpose, in addition to any other relief which is obtained.
7.07. Neither party shall be considered 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, lightning, 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.
7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of the Agreement or any part thereof.
Page 12 of 13
{
{
IN WITNESS WHEREOF, The parties have executed the Agreement on the dates shown below.
Executed at , California, on , 2007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff Harrison, City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Page 13 of 13
EXHIBIT B
r ` j
CITY OF VERNON Exhibit B
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. _ SHEET _ OF SHEETS
PROJECT: P.O. NO.
TO:
CONSULTANT
REQUESTED BY:
You are hereby directed to make the herein described changes from the original scope of work of this agreement. Except as
specifically modified herein, all terms and conditions of the original agreement remain in full force and effect, and apply to the
additional work as if said work was originally included in the agreement.
Agreement Amount (Base Bid
Amount of This Change Order
Amount of Previous Change Orders
Total Change Orders
Modified Agreement Amount
By reason of this change order the time of
completion will be &ousted as follows:
Approved:
Director of Community Services & Water
Attest:
Date:
Date:
Manuela Giron, City Clerk
We, the undersigned Consultant, have given careful consideration to the change proposed and hercby agree, if this proposal is approved, that we will provide ad
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the wcrk above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Consultant:
By: Title:
c: Project File/Consultant/Purchasing
Exhibit B
9�__
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 4, 2009
Hartzog & Crabill, Inc.
Attn: Gerald J. Stock, P.E.
Executive Vice President
275 Centennial Way, Suite 208
Tustin, CA 92780
Re: Services Agreement - Citywide Speed Study
Dear Mr. Stock:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement as referenced above, approved by City Council
on January 26, 2009, through Resolution No. 9827.
If you have any questions regarding this matter, please call Mr.
Samuel K. Wilson at 323/583-8811 ext. 245.
V71'44-�,
truly yours,
Nr
City Clerk
NG : dj
c: Samuel K. Wilson
Purchasing Department
Resolution No. 9827
Agreement File No. 09-005
E,clusivefy Industrial
SERVICES AGREEMENT
This AGREEMENT ("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 o206 day of January, 2009, in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN
01%
CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
HARTZOG & CRABILL, INC., an
independent contractor, hereinafter
referred to as the "Contractor"
275 Centennial Way, Suite 208
Tustin, California 92780
RECITALS
WHEREAS, the City has determined to retain the services of an
independent contractor to provide an updated Engineering and Traffic Survey for
establishing recommended speed limits at forty-five (45) roadway segment locations
throughout the City of Vernon; and
. WHEREAS, Contractor has prepared a proposal dated November 26,
2008, for the Services, a copy of which is attached hereto as Exhibit A and incorporated
by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Contractor's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide an updated Engineering and Traffic Survey for establishing recommended
speed limits at forty-five (45) roadway segment locations throughout the City of Vernon
on a contract basis as defined in the terms and conditions set forth below.
Page 1 of 19
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on January � 6 , 2009 , and will continue in
effect until such time as the City receives a final updated Engineering and Traffic
Survey establishing recommended speed limits at forty-five (45) roadway
segment locations throughout the City of Vernon, or until terminated as provided
in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
• "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
• "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
• "Contractor" shall mean Hartzog & Crabill, Inc. and where applicable, its
affiliated companies, and its officers, directors, employees,
representatives and agents.
• "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
• "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor 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.
"General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
Page 2 of 19
G. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor 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;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor 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 Contractor to agree to refrain from disclosing such
information to others.
I. "Subcontractor" shall mean any first or lower -tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
"Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time" to time by City under this Agreement.
Page 3 of 19
SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Services shall include, but will not be limited to, providing an
updated Engineering and Traffic Survey for establishing recommended speed
limits at forty-five.(45) roadway segment locations throughout the City of Vernon.
The Contractor's Services are more specifically detailed in the Proposal attached
hereto as Exhibit "A" and incorporated herein by this reference.
3.02. Contractor shall be responsible for traffic control on the Work site when
necessary and shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written change order executed by the City Administrator,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. 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 B attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end at such time as the City
receives a final updated Engineering and Traffic Survey establishing
recommended speed limits at forty-five (45) roadway segment locations
throughout the City of Vernon in a form acceptable to the City, unless this
Agreement is otherwise terminated according to Section 6 of this Agreement or
extended according to the conditions and terms set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
Page 4 of 19
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation,- training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in
Section 3 of this Agreement, City agrees to pay Contractor the sum of Eleven
Thousand Seven Hundred Ten and no/100 Dollars ($11,710.00) (the "Contract
Price").
Page 5 of 19
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Contract Price
includes without limitation compensation for applicable taxes, customs duties,
fees, overhead, profit, travel time to and from the Premises and all other direct
and indirect costs incurred or to be incurred by Contractor hereunder. The
Contract Price set forth above is not subject to escalation for any reason except
as expressly set forth in this Agreement. 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 formal, written Change Order or amendment to this
Agreement.
Payment of Compensation
4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be
entitled to receive payments as provided in Contractor's Fee Proposal submitted
with the Proposal. Contractor shall submit to City an invoice and statement of
Services, prepared in accordance with City requirements, at the completion of
the specified milestones. City will make payments to Contractor within thirty (30)
days after acceptance and approval of the invoice received from Contractor.
4.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. 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 to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
Page 6 of 19
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City
Standards & Details for all Work performed. Substandard Work, as determined
solely by the City, shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(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. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. 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 all the rights and privileges of
an additional insured.
5.05. Contractor 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.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
Page 7 of 19
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
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 $2,000,000 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 be through the primary insurance coverages or
through an excess 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.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor 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. Contractor 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.
5.08. Contractor 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. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor 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
Page 8 of 19
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor 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 this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
Page 9 of 19
5.14. Contractor'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
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
5.15. 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.
Work Injury
5.16. The treatment and care,of injuries sustained by Contractor's employees,'
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year pgriod,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Page 10 of 19
Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor 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. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
5.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor 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 Contractor
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 Contractor. 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 Contractor's obligations to
indemnify or defend. Contractor 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.
Treatment of Confidential and Proprietary Information
5.21. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in performance of the Work and except to
Page 11 of 19
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor 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 Agreement.
5.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.23. Except as expressly permitted by prior written consent of the City, Contractor
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. Contractor 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 Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
5.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
Page 12 of 19
5.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.27. Contractor 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. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.28. Contractor 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 measured by the wages and salaries of persons employed by Contractor.
5.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
5.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. .Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final updated Engineering
and Traffic Survey establishing recommended speed limits at forty-five (45)
roadway segment locations throughout the City of Vernon, unless otherwise
extended according to the terms and conditions set forth in this Agreement.
Page 13 of 19
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor 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. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor 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
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("Termination Expenses"). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
Page 14 of 19
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. 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 of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.-
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor 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.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. 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. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent.
Mailed notices will be deemed communicated as of the day of receipt or the third
(3rd) day after mailing, whichever occurs first.
Contractor — Hartzog & Crabill, Inc. City - City of Vernon
Attn: Gerald J. Stock, P.E., Attn: City Administrator
Executive Vice President
275 Centennial Way, Suite 208 4305 Santa Fe Avenue
Tustin, CA 92780 Vernon, CA 90058
Fax: 714-731-9498 Fax: 323-826-1438
Telephone: 714-731-9455 Telephone: 323-583-8811
Page 15 of 19
Entire Agreement of the Parties
7.02. This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained 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
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. 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.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
Page 16 of 19
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only�to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Page 17 of 19
Attorney's Fees
7.06. 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, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered 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,
lightning, 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.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
Page 18 of 19
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City:
City of Vernon
e pis C. Malburg, ayor
Date: ,,� R 3 cli�
ATTEST:
anuela Giron, bity Cjerk
APPROVED AS TO FORM:
ow
JeV.fidafon, City Attorney
Contractor:
Hartzog & Crabill, Inc.
Name: l KII�rF-Z ( 1
Title: (' 7'- M (1�,arT—
Date:
Date: / — 7 - o'V
Page 19 of 19
EXHIBIT A
G HARTZOG
CRABILL, Inc.
Trammell Hartzog, President
Jerry Crabill, P.E. (Retired)
Gerald J. Stock, P.E., Executive
Vice President
275 Centennial Way
Suite 208
Tustin, CA 92780
Phone: (714) 731-9455
FAX: (714) 731-9498
www.harLzog-crabill.com
November 26, 2008
Mr. Samuel Kevin Wilson,
Director of Community Services
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
SUBJECT: Proposal for an Engineering and Traffic Survey for
Speed Limits
Dear Mr. Wilson:
Per your request, Hartzog & Crabill, Inc. (HCI) is pleased to submit the
attached proposal to provide an updated Engineering and Traffic (E&T)
Survey for establishing recommended speed limits in the City of Vernon.
The attached proposal's content is structured as specified per the City's Request
for Proposal (Rho'). Upon reviewing our proposal, and noting the number of
similar projects that HCI has successfully completed throughout Southern
California, the City of Vernon can be assured that HCI possesses the
qualifications necessary to complete this important project successfully.
We appreciate the opportunity to prepare this proposal and look forward to
providing these services for the City. Should you have any questions or
desire additional information, please do not hesitate to contact me at (714)
731-9455.
Sincerely,
HARTZOG & CRABILL, INC.
Gerald J. Stoc ?P.E.��
Executive Vice President
City & Traffic Engineering Services
Consulting Traffic Engineers to Government Agencies
PROPOSAL FOR
ENGINEERING AND TRAFFIC SURVEY
Prepared for:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention:
Samuel Kevin Wilson
Presented by:
Hartzog & Crabill, Inc.
Traffic Engineers
275 Centennial Way, Suite 208
Tustin, CA 92780
(714) 731-9455
G HARTZOG &
G CRABILL, Inc.
November 2008
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
INDENTIFICATION
Our corporation, Hartzog & Crabill, Inc. (HCI), will be the prime company involved with this
project. Our address, phone, and fax numbers are as follows:
275 Centennial Way, Suite 208
Tustin, CA 92780
Phone: (714) 731-9455
Fax: (714) 731-9498
INTRODUCTION
The City of Vernon has identified the need to update their Engineering and Traffic (E&T) Survey for
establishing recommended speed limits at 45 roadway segment locations throughout the City, as listed
in Exhibit 1 of the RFP, and based upon conversations with City staff. The City's most recent E&T
survey was adopted by Ordinance in March 2004.
Hartzog & Crabill, Inc. (HCI) is respectfully submitting this proposal, which addresses the requested
RFP elements, identifies key HCI and sub -consultant personnel responsible for the completion of the
project, follows the City's requested proposal format, and provides a detailed discussion of HCI's
experience in the completion of similar projects.
ORGANIZATION, CREDENTIALS AND EXPERIENCE
HCI History — HCI is a traffic and municipal engineering consulting firm serving numerous cities
throughout Los Angeles, Orange, Riverside, and San Bernardino Counties. We have been in business
for more than (15) years providing our client cities with both on -call and retainer engineering services.
HCFs team of licensed professional traffic engineers and certified radar operators have completed
numerous engineering and traffic surveys throughout Southern California. In addition to these types of
projects, HCI currently serves as consulting traffic engineer to the Cities of Bellflower, Hermosa
Beach, Los Alamitos, Rancho Santa Margarita, and South Gate. We are effectively an extension of city
staff. We have also conducted numerous traffic impact analyses, parking. studies, traffic signal warrant
analyses, traffic signal and pavement delineation designs, traffic control plans, and provide traffic signal
systems/operations support services for our client cities. HCI is a California C Corporation.
In addition to our technical expertise, a cornerstone of HCI's success is our work ethic,
completion of projects on schedule, and the ability to effectively communicate with the public,
City staff, and elected officials. Over the past several years, HCI has completed numerous
projects that are virtually identical to this overall project effort. Within the past year alone, HCI
has or is in the process of conducting similar E&T projects in the Cities of Bellflower; Chino,
Laguna Hills, Laguna Niguel, Laguna Woods, Palm Desert, and Rancho Santa Margarita.
Page 1 of 7 1 i- HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
CITY'S PROJECT PROPOSAL FORMAT
A. STUDY TEAM
HCI has assembled a project team with the depth and breadth of experience necessary to complete
a project of this magnitude. Resumes for each key member of the team are attached to this
proposal.
Project Manager — Mr. Gerald J. Stock, P.E., T.E.
Mr. Gerald I Stock, Vice -President of City and Traffic Engineering Services at HCI, will serve as
Project Manager and direct all components of the project. As a registered Civil and Traffic
Engineer with extensive experience serving the public sector, Mr. Stock is uniquely qualified to
fill this vital role in the project team. Mr. Stock will attend the kick-off meeting with City staff,
coordinate all components of the project, serve as the principal point of contact throughout the
duration of the project and will present the results of the study to the City Council at the City
Council meeting. In every E&T project previously described, the project was completed on time
and on budget.
Associate Engineer - Mr. Afichael Vallado
Mr. Vallado brings over ten (10) years of civil engineering experience specifically related to traffic
engineering and signal design. Five (5) of these years were devoted to running the City of
Glendora's Traffic Engineering Division, while the last five (5) years have been with HCI. His
responsibilities with HCI include conducting traffic -engineering studies, signal operations analyses
reports and recommendations, and also project management that includes the preparation of final
project plans, specifications and estimates. Mr. Vallado will assist in the preparation of any traffic
signal recommendation reports for this project.
Radar Technician —Mrs. Cathy Buendia
Mrs. Cathy Buendia, our radar technician will perform the collection of all radar speed data, as
well as roadway geometric data including but not limited to the presence or absence of horizontal
curves, vertical curves, curb & gutter, sidewalks, drive approaches, driveway density, street
lighting, bike lanes, equestrian trails, adjacent land uses, and any other roadway feature which may
not be readily apparent to the motorist. Mrs. Buendia is certified in the use of radar equipment
and has performed in excess of (30) surveys throughout Southern California during the past
several years. Within the past year alone, Mrs. Buendia has recently completed engineering and
traffic survey data collection for the various projects previously discussed.
Page 2 of 7 F HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
B. FIRM' S EXPERIENCE
HCI staff is comprised of ten (10) engineering professionals and technicians who have the proven
ability and expertise to the meet the ever -changing and challenging needs of the modern city.
With respect to E&T surveys completed in the greater Los Angeles area, HCl has performed
similar studies for the Cities of Bellflower, Hermosa Beach, Laguna Hills, Laguna Niguel,
Monrovia, Monterey Park, Moorpark, Norwalk, San Gabriel, San Juan Capistrano, Villa Park,
and Yucaipa. Although the RFP requested a listing of five similar surveys (below), HCI has
completed numerous engineering and traffic surveys throughout Los Angeles, Orange, Riverside,
and San Bernardino Counties.
Representative work — Because of our traffic engineering expertise, quality of work, and
responsiveness, many of our clients have repeatedly selected HCI to complete and update their
engineering and traffic surveys, their annual/bi-annual traffic counts and flow maps, and operate
their traffic signal monitoring. The key personnel assigned to these projects are the same
personnel that will be assigned to the City of Vernon project.
HCI's recent E&T Survey experience for public agencies are listed below:
City of Bellflower
Engineering and Traffic Survey (2002) / Update citywide traffic counts
Department of Community Development/Public Works
16600 Civic Center Drive
Bellflower, CA 90706
Mr. Brian Lee
(562) 804-1424 ext 2224
blee@bellflower.org
City of Laguna Hills
Engineering and Traffic Survey (2007)
Department of Public Works
24035 El Toro Road
Laguna Hills, CA 92653
Mr. Ken Rosenfield, P.E.
(949) 707-2655
krosenfleld@ci.laguna-hills.ca.us
City of Laguna Niguel
Engineering and Traffic Survey (1999 and 2004 update)
Department of Public Works and Engineering
27791 La Paz Road
Laguna Niguel, CA 92677
Mr. David Rogers
(949) 362-4337
drogers@ci.laguna-nig_uel.ca.us
Page 3 of 7 F HA9TZ0G &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
B. FIRM'S EXPERIENCE (continued)
City San Juan Capistrano
Engineering and Traffic Survey (2006 Update)
Department of Public Works
32400 Pasco Adelanto
San Juan Capistrano, CA 92675
Mr. Alan Oswald
(949) 443-6356
aoswald@sanjuancapistrano.o -
C. SURVEY APPROACH
HCI proposes the following approach to the E&T survey and signal timing review:
Task 1— Initial Meeting
HCI will schedule a meeting with the City of Vernon staff to introduce the HCl star members
responsible for this project and establish/verify lines of communication. The meeting will also
include the discussion of items such as project scope, objectives, and any other pertinent details
related to the study including traffic counts, speed limit enforcement, court requirements, current
traffic laws, the various roadway segments, any specific City requirements or formats, information
that we may need from the City, and the project schedule.
Task 2 — Speed Data Collection
Radar will be used to collect sample data of one -hundred (100) or more vehicles, or as many
vehicles passing through the 45 identified speed zone study locations listed in Exhibit 1 of the
RFP and discussed with city staff. Radar will be collected over a 1-1/2 hour period of time for
each non -peak hour surveyed location (meaning in each direction of travel for multi -lane or
divided roadways). These surveys will be conducted during weekdays only (Tuesday,
Wednesday, or Thursday), not; including holidays or the day before or after a holiday. If a
roadway to be surveyed is found to be under abnormal circumstances, such as construction
activities, HCI will survey on another day when it is considered under normal circumstances. The
speed data collection will be conducted while local schools are in session.
To provide the City with as much supporting information as possible, HCI will provide a
photocopy of each tally sheet in an indexed notebook at the conclusion of this specific task. The
structure of the report will match current formats and maps established by the City, unless
directed otherwise. HCl will offer improvements for the City's consideration, if requested.
Page 4 of 7 �HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
C. SURVEY APPROACH (continued)
Task 3 — Analyze Speed Data
Vehicular speed data will be analyzed and graphically displayed utilizing a special computer
calculation and plotting program. This program is used exclusively for Engineering and Traffic
Surveys to develop recommended speed limits. It produces necessary information such as the 85`h
percentile speed (the critical speed, the 10 MPH pace speed range, average vehicle speed, and
percentage of vehicles in the pace. Other information that will be included by the program are
15', 50t'', and 95t' percentile speeds, mean speeds, tabular summation frequency of speeds
observed, cumulative speed distribution curve, date, start time, end time, weather, direction, road
surface condition, observations, segment length (miles), ADT data (provided by the City), posted
speed limit, and declared (posted) speed limit. All of this information is clearly and concisely
formatted and presented by the program, and will be provided for easy reference within the
report.
Task 4 — Accident Evaluations
This task will involve an evaluation of speed -related accident record information, which will be
provided by the City. This data will be used to determine the extent to which speeding is a casual
factor in reported collisions over a three-year period. That information will be utilized in the
overall analysis of the individual roadway segments for recommendations of appropriate speed
limits. The collision analysis will also be geared toward a comparative review of posted speed
limits and whether or not the posting is a casual factor in the area accident picture.
Task 5 — Field Inspections
Field inspections will be conducted by HCI staff to determine whether or not prevailing roadway
and/or land use characteristics, as they affect or are affected by speeding, are readily apparent to
drivers. These characteristics include residential density, pedestrian activity, and bikeways. It is
noted that this task will include a review of the speed limits that are currently posted on streets
outside of the City. In this manner, the report will be consistent with posted speed limits on those
streets which cross city boundaries. Pursuant to the recently amended California Vehicle Code,
Section 627, residential density, pedestrian, and bicycle safety will be considered in the
engineering and traffic survey. Other physical characteristics, such as horizontal or vertical
curves, the presence of traffic control devices, pavement condition, sight distance, lighting, and
on -street parking, will be evaluated in the recommendation of speed limits.
Task 6 — Speed Limit Recommendations
Speed survey measurements, accident data, field observations, and our experience that we bring
to the project as professional municipal traffic engineers will be used to make speed limit
recommendations. Again, for those areas where streets in the City join roadways of other
agencies, appropriate recommendations will be developed to be compatible with both
jurisdictions. All findings, conclusions and recommendations will be combined into a preliminary,
and final, report document suitable for use in the enforcement of speed limits using radar.
Page 5 of 7 F HARTZOG &
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
C. SURVEY APPROACH (continued)
Task 7 — Submit Final Report
Upon the City's review and comments on the preliminary report, HCI will prepare (7) bound
copies of the final project report containing our recommendations and the supporting data.
Specific report components include a certification suitable for submittal to the municipal court; a
description of the radar speed survey operational procedures; the purpose and methodology of
speed zone establishment; the statistical analysis factors; a description of the field data used in
analyzing the related roadway characteristics including adjacent land uses; accident history (3
years) for each street segment surveyed; results, recommendations, and a summary of
recommendations chart including statistical data used. All tasks will be completed in compliance
with the California Manual on Uniform Traffic Control Devices (CA. MUTCD).
A meeting will be scheduled with City staff to review survey results. Should additional questions
arise subsequent to the conclusion of the project, HCI staff will remain available to answer those
questions.
Task 8 — Present Report to the City Council
Mr. Gerald J. Stock, P.E. will present the results of the E&T survey report for the City Council's
consideration at their anticipated February 2008 meeting.
D. SCHEDULING
As is the case with all projects of this nature, proper scheduling is critical for timely completion of
the survey. The following is our proposed project schedule in which (5) milestones for the major
tasks are identified by date and/or will be completed by the end of said month:
December 2008
1) December 2008 — Receive Notice -To -Proceed / Meeting with City staff.
January 2009
2) January 2009 - Radar and field survey each roadway segment.
3) Late January/Early February 2009 — Submit draft survey for City review
February 2009
4) February 2009 - Prepare any corrections/changes as directed by City staff.
5) February 2009 - Submit final report to the City.
E. AGREEMENT
We have reviewed the RFP copy of the agreement and all terms and conditions are acceptable to HCI.
Page 6 of 7 �HARTZOG S
Proposal for Engineering and Traffic Survey in the City of Vernon, CA
F. INSURANCE
HCI is also very familiar with the City's insurance requirements. We have attached our current
proposal insurance certificate for the City's review. Upon entering into an agreement for this project,
our insurance company will provide the City with an agreement copy with any endorsements required
by the City.
G. SUMMARY OF PRODUCTS
The following products will be provided to the Engineering section of the City of Vernon Public
Works Department:
✓ Radar speed survey sheets with raw data for each of the 45 segments surveyed.
✓ Field survey summary sheets and all other data for each roadway segment.
✓ Radar speed survey analysis sheet for each segment surveyed.
✓ Engineering and Traffic Survey Draft Report (3 copies).
✓ Engineering and Traffic Survey Final Report (7 hard copies).
Page 7 of 7 �HARTZOG &
SELECTION CRITERIA EXHIBIT 2
RFP For Citywide Speed Study
Experience
The Bidder must have a minimum of five (5) years of experience as an ongoing business enterprise in
the specific type of work indicated in the proposal. The following contracts which show experience in work of
similar scope to that covered in the proposal and which have been satisfactoril
years are: y completed in the past five (5)
YEAR NAME OF FIRM AND ENGINEER LOCATION
and PHONE CONIZ2ACTAMOUNT
-':vie
.,--
License &o-iV 74,1 4`/;13
Provide the professional license number for a registered Civil Engineer in accordance with the
provisions of the Business and Professions Code of the State of California.
Co—. ntract
(a) The form of Contract that the successful bidder, as the Contractor, will be required to
execute is included in the Contract Documents, and should be examined by the bidder with care, The
Contract and other documents to be executed by the Consultant shall be by
d original triplicate
stamped according to law. One original shall be filed with the City Clerk and the others with the
appropriate City departments.
Insurance Requirements
(a) Befqre entering into the Contract, the successful bidder shall furnish evidence that workers'
compensation insurance, public liability, property damage insurance, and all other insurance
specified in the insurance schedule. The insurer must be an insurance company admitted in and
authorized to do business in California and maintain a rating that is acceptable to the City. The
insurance procured must be maintained in full force and effect for the entire duration of the
Contract.
Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements
as specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
1. Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
QUALIFICATIONS AND PROPOSAL FOR
TRAFFIC ENGINEERING, ANALYSIS
AND REVIEW SERVICES
FEE PROPOSAL
Prepared for:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mr. Samuel Kevin Wilson
November 26, 2008
Presented by:
Hartzog & Crabill, Inc.
Consulting Traffic Engineers
275 Centennial Way, Suite 208
Tustin, CA 92780
(714) 731-9455 Phone
(714) 731-9498 Fax
G
G HARTZOG &
CRABILL, Inc.
G
PROPOSAL FOR AN ENGINEERING AND
TRAFFIC SURVEY
FEE PROPOSAL
PROFESSIONAL FEES
Our proposed fee for the completion of the Engineering & Traffic Survey for Speed Limits is
provided on a line item basis below, and is based upon 45 roadway segments for survey per
conversations with City staff.
HCI proposes a lump sum not -to -exceed fee amount of $11,710.00, which includes Tasks 1-7
listed below. Our fee includes the successful completion of all engineering services in
conducting the survey for 45 roadway segments, as well as full documentation of radar data
collected, kick-off meeting attendance, and submittal of draft and final reports.
Task 1. Kick-off Meeting $ 310.00
Task 2. Speed Radar Data Collection
Task 3. Analyze Speed Data
Task 4. Accident Evaluation
Task 5. Field Inspections
Task 6. Speed Limit Recommendations (Tasks 2 — 5) $11,250.00
Task 7. Submit Final Report to City (includes reproduction) $ 150.00
Grand -Total for E&T: $11,710.00
Any meetings in addition to those described in the above tasks will be billed in addition to the
above -referenced fees on a time -and -materials basis. These fees are $I55.00 per hour for Mr.
Gerald J. Stock, as Principal Engineer.
Page 1
1
h
Of V�
1� c � re11M
011 }�OL
T
r`r��ELY INOV6h
THE CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
SEEKS PROPOSALS FROM QUALIFIED
CONSULTANTS FOR A CITYWIDE SPEED STUDY
Table of Contents
1.0 Introduction
2.0 Project Background
3.0 Selection Process, Criteria, and Schedule
4.0 Proposal Contents
5.0 Scope of Work
6.0 . Compensation
1.0 Introduction
The City of Vernon is soliciting proposals from qualified firms for the Citywide Speed
Study to establish speed limits in the City of Vernon (City). The City of Vernon is required to
complete a speed study every 5 years to establish the correct speed limits in the City. A qualified
Engineering Consultant shall complete the study in accordance with the California version of the
Manual of Uniform Traffic Control Devices (MUTCD) and recommend the speeds for all
locations in the City that have posted speed limits as specified in the attached ordinance.
A total of three proposals should be submitted by 2:00 PM on October 28, 2008 to:
Samuel Kevin Wilson
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
All questions about the proposal must be in writing and should be directed to Samuel
Kevin Wilson, Director of Community Services. Services provided under this agreement will be
coordinated and overseen by the City of Vernon Department of Community Services.
2.0 Background
2.1 City of Vernon
The City of Vernon is primarily an industrial City located approximately 5 miles
southeast of downtown Los Angeles. The City has a small residential population, but is home to
1,200 businesses employing 55,000 people. Vernon was incorporated in 1905 and consists of
approximately 5 square miles within a built out environment.
2.2 Purpose
The City of Vernon requests written proposals from companies to provide the labor,
equipment and materials to complete a speed study according to the California version of the
MUTCD to establish the speed limits on the streets in the City of Vernon.
3.0 Selection Process, Criteria and Schedule
3.1 City of Vernon Selection procedures
The City of Vernon will appoint a panel of technical representatives, to serve as the
selection recommendation panel for this service contract. The selection recommendation panel
will evaluate the written proposals based on the selection criteria listed in Exhibit 2. The
selection recommendation panel may then interview short listed companies. The panel will make
a recommendation to the City Council as to the most qualified firm. The expected schedule for
the selection process is attached as Exhibit 3.
3.2 Contract Format
Vernon maintains a standard form of agreement which requires specific insurance and
indemnification. A copy of a standard form of agreement is attached as Exhibit 5. Firms shall
identify any exceptions or conditions which would prevent their being able to enter into an
agreement with the City of Vernon. The form of contract will be on a lump sum basis with a
maximum authorized amount. The selected company may be subject to pre -award and post -
completion audits.
3.3 Funding Sources
Funding for this project is expected to come from local funding sources.
4.0 Proposal Contents
4.1 Identification
Identify the prime company (name of firm, address, telephone and fax numbers). Please
indicate whether the firm is a corporation, joint venture, partnership or sole proprietorship. Please
provide the same information for all sub -consultants that will be participating in this project.
4.2 Team Organization
Provide an organization chart showing the relationship of all sub -consultants to the prime
company and with each other. Specify the names of key staff that will be assigned to perform the
work.
4.5 Project Understanding and Proposed Approach
Describe the basic approach for completing the scope of work for the project.
4.6 Proposal Criteria and Length
The proposal shall include a completed Exhibit 2 and should not exceed 20 pages.
5.0 Scope of Work
5.1 Project Background
The City of Vernon maintains all roadways within its City boundaries and enforces the
speed limits within the City boundaries as part of the City's traffic related responsibilities.
5.2 Required Tasks
The selected company will be required to provide all labor, equipment and materials to
collect the speed data and complete an engineering study to establish the speeds on the streets
specified in the attached existing ordinance. The data shall be summarized in an engineering
study (as defined in the MUTCD) that recommends the speed limits that should be established
for each of the streets studied.
5.3 General Requirements
The Company will provide a plan for management, coordination and control to ensure
successful and timely completion of this project. The Company selected will prepare a detailed
work plan, including schedule and cost breakdown for each task.
6.0 Consultant Fee
The total contract fee the consultant will charge the City of Vernon shall be submitted in
a separate sealed envelope. The fee for the scope of work shall include, but is not limited to, all
work tasks, plans revisions, regulatory agency requirements, and work necessary to correct errors
and omissions.
LIST OF ATTACHMENTS
Exhibit 1— Speed Ordinance and Location Map
Exhibit 2 — Selection Criteria
Exhibit 3 - Proposed Schedule
Exhibit 4 — Special Provisions
Exhibit 5 — Sample Agreement
a
EXHIBIT
ORDINANCE NO. 1099
2
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
3 VERNON AMENDING SECTIONS 16.14, 16.15, 16.16, 16.27,
AND DELETING SECTION 16.18 OF THE CODE OF THE CITY
4 OF VERNON,_ CALIFORNIA, 1959, TO CHANGE SPEED LIMITS
ON CERTAIN STREETS AND TO REPEAL ALL ORDINANCES OR
5 PARTS OF ORDINANCES IN CONFLICT HEREWITH
6
7 WHEREAS, on November 2, 1999, the City Council of the City of
8 Vernon adopted Ordinance No. 1078 to establish speed limits on certain
9 streets in accordance with Speed Zone Survey dated October 1999; and
10 WHEREAS, the Community Services Department of the City of
11 Vernon has prepared a Speed Zone Survey: Engineering and Traffic Study
12 dated January, 2.004 ("Engineering and Traffic Study") for the purpose
13 of evaluating existing speed limits on various streets within the City
14 of Vernon; and
j 15 WHEREAS, the Community Services Department has recommended
16 that the City Council accept and approve the recommendations contained
17 in the Engineering and Traffic Study and that, accordingly, the Code
18 of the City of Vernon, California, 1959, be amended by retaining
19 existing speed limits on some streets and changing speed limits Qn
20 other streets based on the Engineering and'Traffic Study; and
21 WHEREAS,.Vehicle Code Section 22357 authorizes cities to
22 determine and declare prima facie speed limits greater than 25 miles
23 per hour on the basis of an engineering and traffic survey; and
24 WHEREASI-according to the Engineering and Traffic Study, the
25 recommendations for prima facie speed limits of 30, 35, 40 and 45
26 miles per hour on certain streets will facilitate the orderly movement
27 of vehicular traffic and will be reasonable and safe on those streets;
8 and
v • ,
1 WHEREAS, said Engineering_ and Traffic Study supports the
2 enforcement of the prima facie speed limit of 30, 35, 40 and 45 miles
3 per hour on certain streets; and
4 WHEREAS, the California legislature has established various
5 criteria for preparing an engineering and traffic survey and
determining,speed limits therein, in order to promote uniformity
throughout the State; and
WHEREAS, Vehicle Code Section 40802 provides that radar may
not be used as an enforcement tool if the posted limits are set
without being justified in fact by an engineering and traffic survey;
and
6
7
8
9
10
11
12 WHEREAS, certain sections of the Vernon Code need to be
13 amended to establish the speed limits recommended in the Engineering
14 and Traffic Study.
i 15 THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:
16 SECTION 1: The City Council of the City of Vernon hereby
17 finds and determines that the -recitals contained hereinabove are true
18 and correct.
19 SECTION 2: Section 1.6.14 of the. Code .of_the Gi-ty_ of Vernon_.
20 California, 1959; is hereby amended to read as follows:
21 Sec. 1.6.14. Speed limits on certain streets--Forty-five miles per
22 hour.
23 Pursuant to Vehicle Code Section 22357, the city council
24 hereby determines and declares that the prima facie speed limit on the
25 following streets shall be forty-five (45) miles per hour:
26 BANDINI BOULEVARD From Soto Street to the eastern
city boundary
27 WASHINGTON BOULEVARD
From the western city boundary to
8 Downey Road and from 700 feet east
of Downey Road to the eastern.city
boundary
-2-
.E
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Every violation of this section by propelling a vehicle in
excess of the speed limit provided for herein is hereby declared to be
a public nuisance.
SECTION 3: Section 16.15 of the Code of the City of Vernon
California, 1959, is hereby amended to read as follows: '
Sec. 16.3-5. Speed limits on certain streets --Forty miles per hour.
Pursuant to Vehicle Code Section 22357, the city council
hereby determines and declares that the prima facie speed lim
it on the
following streets shall be forty (40) miles per hour:
ALAMEDA STREET -WEST The northbound lanes from the
northern city boundary to the
southern city boundary
DISTRICT BOULEVARD From Downey Road to Atlantic
Boulevard
37TH STREET
From Santa Fe Avenue to Soto Street
VERNON AVENUE From Alameda Street to Santa Fe
Avenue
PACIFIC BOULEVARD From Santa Fe Avenue to the
southern city boundary
3 8ch STREET
From Santa Fe Avenue to the BNSF
Railroad tracks east of Santa Fe
-------
.Every violation of this section by propelling a vehicle in
excess of the speed limit provided for herein is hereby declared to be
a public nuisance.
SECTION 4: Section 16.16 of the Code of the City of Vernon
California, 1959, is hereby amended to read as follows: '
Sec. 16.16. Speed limits on certain street --Thirty-five miles
hour. per
Pursuant to Vehicle Code Section 22357, the city council
28 hereby determines and declares that the Prima ma facie speed limit on the
-3-
L
c
6
7
8
9
10
11
12
13
14
15
16
17
18
20
21
22
23
24
25
26 '
27
L following streets shall
be thirty-five (35) miles per hour:
ALAMEDA STREET -EAST
The two-way street on the
east side
of the railroad right-of-way from
the northern city boundary to the
southern city boundary
ATLANTIC BOULEVARD
From the northern city boundary to
the southern city boundary
BOYLE AVENUE
From Vernon Avenue to Slauson
Avenue and the northbound lanes
from Slauson Avenue to Randolph
Street
DISTRICT BOULEVARD
From Atlantic Boulevard to -eastern
city boundary
DOWNEY ROAD
From the northern city boundary to
Fruitland Avenue and the western-
most. southbound lane from Fruitland
Avenue to Slauson Avenue
FRUITLAND AVENUE
From Santa Fe Avenue to Downey Road
LEONIS BOULEVARD
From Pacific Boulevard to Downey
Road
SANTA FE AVENUE
From the northern city boundary to
the southern city boundary
SLAUSON AVENUE
From Boyle Avenue to Downey Road
SOTO STREET
From the northern city boundary to
the southern city boundary
26TH STREET
From Soto Street to Atlantic
--------.___-
38"' STREET
From Alameda Street to the Santa Fe
Avenue
55TH STREET
From Alameda Street to Santa Fe
Avenue
Every violation of this section by propelling a vehicle in
=_xcess of the speed limit provided for herein is hereby declared to be
3 public nuisance.
SECTION 5: Section 16.17'of the Code of the City of Vernon,
California, 1959, is hereby amended to read as follows:
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Sec. 16.17. Speed limits on.certain street --Thirty miles per hour.
Pursuant to Vehicle Code Section 22357, the city council
hereby determines and declares that the prima facie speed limit on the
following streets shall be thirty (30) miles per hour:
ALCOA AVENUE From Vernon Avenue to Slauson
Avenue
FRUITLAND AVENUE The north half of the street
(westbound lanes) from Downey Road
to Corona Avenue and from Corona
Avenue to Cudahy Avenue
VERNON AVENUE From Santa Fe Avenue to Downey Road
25"i STREET From Alameda Street to Santa Fe
Avenue
26TH STREET From Santa Fe Avenue to Soto Street
37'N STREET From Alameda Street to Santa Fe
Avenue
Every violation of this section by propelling a vehicle in
excess of the speed limit provided for herein is hereby declared to be
a public nuisance.
SECTION 6: Section 16.18 of the Code of the City of Vernon,
California, 1959, is hereby deleted. -
SECTION 7: Any ordinance or parts of ordinances in conflict
with this Ordinance are hereby repealed.
SECTION 8: If any section, subsection, sentence, clause,
phrase or word of this Ordinance is for any reason held to be void or
unconstitutional, such decision shall not affect the validity of the
remaining portions of this Ordinance; it being the intention of the
City Council of the City of Vernon to pass and adopt this Ordinance
and each section, subsection, sentence, clause or phrase thereof
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irrespective of the fact that one or more of the sections,
subsections, clauses, sentences or phrases thereof may be declared to
be invalid or unconstitutional.
SECTION 9: There being no newspaper printed, published or
circulated in the City of Vernon, the City Clerk is hereby directed to
certify to the passage of this Ordinance and shall post the same, or
cause the same to be posted, within fifteen (15) days after its
passage in accordance with Section 36933 of the Government Code, in
three (3) of the most public places in the City of Vernon, to wit: the
northwest corner of 38th Street and Santa Fe Avenue, the northeast
corner of Leonis Boulevard and Pacific Boulevard, and on the bulletin
board in the lobby of the City Hall of said City, located at 4305
Santa Fe Avenue, all in the City of Vernon, County of Los Angeles,
State of California.
SECTION 10: This Ordinance shall be in full force and effect
thirty (30) days from and after its
pas�s age of the same.
APPROVED AND ADOPTED this YGI
day of March, 2004.
ATTES
BRUCE V. MALKENHORST, City Clerk
t-E- GN --MAL�IIR
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t _�8
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Ordinance, being Ordinance No. 1099,
was duly and regularly introduced at a regular meeting of the City
Council of the City of Vernon, held on Wednesday, February 18, 2004
and thereafter finally adopted at a regular meeting of said City
Council held on Wednesday; Marc rci
2004 and thereafter was duly
signed by the Mayor of the City of Vernon, by the following vote:
AYES: Councilmen:Malburg, Ybarra, Gonzales, Davis, and
McCormick
NOES: Councilmen:None
ABSTAINED: Councilmen: None
ABSENT: Councilmen:None
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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SELECTION CRITERIA EXHIBIT 2
RFP For Citywide Speed Study
Experience
The Bidder must have a minimum of five (5) years of experience as an ongoing business enterprise in
the specific type of work indicated in the proposal. The following contracts which show experience in work of
similar scope to that covered in the proposal and which have been satisfactorily completed in the past five (5)
years are:
YEAR NAME OF FIRM AND ENGINEER LOCATION CONTRACTAMOUNT
and PHONE
License
Provide the professional license number for a registered Civil Engineer in accordance with the
provisions of the Business and Professions Code of the State of California.
Contract
(a) The form of Contract that the successful bidder, as the Contractor, will be required to
execute is included in the Contract Documents, and should be examined by the bidder with care. The
Contract and other documents to be executed by the Consultant shall be executed in original triplicate
stamped according to law. One original shall be filed with the City Clerk and the others with the
appropriate City departments.
Insurance Requirements
(a) Before entering into the Contract, the successful bidder shall furnish evidence that workers'
compensation insurance, public liability, property damage insurance, and all other insurance
specified in the insurance schedule. The insurer must be an insurance company admitted in and
authorized to do business in California and maintain a rating that is acceptable to the City. The
insurance procured must be maintained in full force and effect for the entire duration of the
Contract.
Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements
as specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence.
Contractor further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's employees or agents.
1. 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 $2,000,000 per occurrence.
2. 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.
3. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either be through the primary insurance coverages or through an excess 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.
PROPOSED SCHEDULE EXHIBIT 3
RFP For Citywide Speed Study
October 6.2008 City Council approval to seek proposals
October 28, 2008 Due date for proposals
December 1. 2008 City Council meeting to award contract
SPECIAL PROVISIONS EXHIBIT 4
Examination Of Site
The bidders must examine the site and judge at their own responsibility the location,
physical conditions, and surroundings of the proposed work.
Mobilization
The cost of all preparatory work and operations for the multiple movements of personnel,
equipment, supplies, and incidentals to the various project sites must be included in the various
bid items, and no extra compensation will be paid to the consultant.
Traffic Control
The Consultant shall conduct its operations so as to cause the least possible obstruction
and inconvenience to public traffic. All signs, lights, and other warning devices used shall be in
accordance with State of California Manual of Uniform Traffic Control Devices.
Schedule of Work
The Contractor shall provide a schedule of work detailing the locations and dates that the
survey of speeds is to be completed. The schedule shall be provided bi-weekly for the duration
of the project. All work shall be in conformance with the California version of the MUTCD.
Change in Work
The Director of Community Services & Water reserves the right to add or delete locations
not shown in the Bids and will pay on the basis of a written change order.
Payment
The contract price shall include full compensation for furnishing all labor, materials,
tools, equipment and incidentals, and for doing the work involved in the speed survey. Payment
shall be made as specified in the contract documents.
Contract Period
This contract shall expire one year from the date of execution.
Compensation
The Consultant shall be paid for the work based upon the proposal and the contract
documents.
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EXHIBIT 5
SAMPLE AGREEMENT
SERVICES AGREEMENT
This AGREEMENT ("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 — day of , 2007, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal corporation,
hereinafter referred to as the "City"
4305 Santa Fe Avenue
AND Vernon, California 90058
***
hereinafter referred to as the "Contractor"
***
***
RECITALS
WHEREAS, the City has determined to retain the services of an independent contractor
to perform ***; and
WHEREAS, Contractor has prepared a proposal dated 2007
for the Services relating to , a copy of which is attached hereto as Exhibit _ and
incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor,
materials and expertise necessary to perform the Services that the City requires, as set forth in this
Agreement, and is willing to do so on the terms and conditions set forth below; and
WHEREAS,
acceptable to the City; and
forth below.
have been bid, and Contractor's cost proposal is
WHEREAS, the City desires to enter into an agreement with Contractor to provide the
services on a contract basis as defined in the terms and conditions set
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on , 2007, and will continue in
effect for * * *.
Page 1 of 13
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Services Agreement or Contract which
includes the Contract Documents attached. The Agreement constitutes the entire
Agreement between the parties relating to its subject matter.
B. "City" shall mean the City of Vernon, California, the entity which has executed the
Agreement and; where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
C. "Contractor" shall mean and, where applicable, its affiliated
companies, and its officers, directors, employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may
have, but not necessarily, preceded execution of the Agreement, and including the
General Provisions and all exhibits and schedules attached to the Agreement and all plans
and specifications identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01
and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of
costs incurred by Contractor 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.
F. "General Provisions" or "General Conditions" shall mean the General Provisions as set
forth in this Agreement.
G. "Premises" shall mean the physical premises under City's control or ownership where
Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all information,
whether written or oral, which Contractor 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;
2. Information which, after disclosure hereunder, enters the public domain, except
where such entry is the result of Contractor's, or any entity within Contractor's
control, breach of this Agreement;
Information which, prior to disclosure hereunder, was already in Contractor's
possession without limitation regarding disclosure to others; or
Page 2 of 13
4. Information which, subsequent to disclosure hereunder, is obtained by Contractor
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 Contractor to agree to refrain from
disclosing such information to others.
"Subcontractor" shall mean any first or lower -tier subcontractor and its employees,
representatives, agents, subcontractors or other personnel who have been approved in the
manner required by this Agreement.
"Work" or "Services" shall mean the services performed by Contractor as more
specifically delineated in Section 3 below.
SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR
Specific Services
3.01. Contractor agrees to perform * * *
3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take
all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written change order executed by the City, make changes only to extend
the work duration and total compensation of Contractor's Work. Changes in the scope of work,
or duties and obligations, shall be authorized only by the City.
3.04. 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 attached hereto and
incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and
shall end when Contractor has completed the Work described in Section 3.01 of this Agreement,
unless this Agreement is otherwise terminated according to Section 6 of this Agreement.
Method of Performing Services
3.06. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as
an independent contractor. Contractor agrees that it is not and will not become an employee,
partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not
entitled to the rights or benefits afforded to City's employees, including disability or
Page 3 of 13
unemployment insurance, workers' compensation, medical insurance, sick leave, or any other
employment benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits, and licenses for
itself and for its employees and subcontractors. Contractor shall have complete and sole control
over its employees, the details of the Services and methods by which the Services are
accomplished, it being understood that City is interested only in the results to be obtained by
Contractor.
3.10. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement
does not create a partnership or joint venture between the parties.
Payment of Taxes
3.11. Contractor is responsible for paying when due all income taxes, including estimated taxes,
incurred as a result of the compensation paid by City to the Contractor for Services under this
Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties,
interest, or damages suffered by City resulting from Contractor's failure to comply with this
provision.
3.12. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on
behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an
employee with respect to the Services performed hereunder for federal or state tax purposes.
Contractor shall be responsible to pay taxes mandated by law.
3.13. Since Contractor is not an employee of City, Contractor is not eligible for and shall not
participate in any employee benefit of City, including pension, health or other fringe benefits.
SECTION 4. COMPENSATION
4.01. In .consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of * * * Dollars ($***).
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation
due Contractor for the Services and any and all of Contractor's obligations hereunder. The
Contract Price includes without limitation compensation for applicable taxes, customs duties,
fees, overheads, profit, travel thine to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not
subject to escalation for any reason, except .as expressly provided for in this Agreement. 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 formal, written Change Order or amendment to this
Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in
this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer
Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the
twelve (12) month period prior to the beginning of each extension.
Page 4 of 13
Payment of Compensation
4..03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the
sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses
may only be billed if advance written approval has been obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be established
verbally, and shall be established by a written change order signed by City as described in
Sections 3.04 and 3.05 of this Agreement. 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 to be negotiated between the
parties. Once established, the amount of the compensation due Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value of any
currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards &
Details for all Work performed. Substandard Work, as determined solely by the City, shall be
redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean up of the
effected area.
5.03. Contractor will perform the services under this Agreement on City's Premises during regular
business hours or as directed by City.
Tools, Materials, and Equipment
5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the
Services under this Agreement.
Liability Insurance
5.05. Contractor and its subcontractor(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. Prior to commencing Work hereunder, Contractor shall
provide the City with proof of insurance providing and maintaining the coverages and
endorsements set forth below. Said proof of insurance shall also provide that said policy or
Page 5 of 13
policies shall not be canceled or materially reduced in coverage without giving at least thirty (30)
days prior written notice to the City.
5.06. 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 all the rights and privileges of an additional insured.
5.07. Contractor 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.
5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as
specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence.
Contractor further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's employees or agents.
2. 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 $2,000,000 per occurrence.
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.
4. Professional Liability Insurance with limits of $2,000,000.
Representations
5.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs
of defense, arising out of or attributable to the negligent or wrongful acts of Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation on
the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the Agreement and Contract
Documents. The Contractor represents it understands the City's regulations concerning Premises
access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and
Page 6 of 13
other rules, and that Contractor has visited Premises where the Work is to be done and is familiar
with the local conditions under which it is to be done. Contractor 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 this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work under
this Agreement in a competent, professional manner, without the advice or direction of City. This
means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the
Services required under this Agreement constitutes a material breach of the Agreement.
5.12. Contractor declares and states that it has complied with and will continue to comply with all
federal, state and local laws regarding business permits and licenses that may be required to carry
out the Services to be performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach
by Contractor of any representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and employees.
5.14. Contractor'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 sole discretion, be void. Consent by City
shall not relieve Contractor of responsibility for performance of Contractor's obligations
hereunder. City may assign all or any part of this Agreement at any time effective immediately
upon written notification to Contractor.
Work Injury
5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents,
representatives or other personnel shall be and remain the responsibility of Contractor. City's
first aid facilities, if any, however, will be made available to Contractor's employees in
emergency cases which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of
action, claim, liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents,
representatives or other personnel, or out of the failure to furnish such facilities or assistance.
Records, Inspection and Audit
5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall
maintain and retain, not less than three (3) years after completion thereof, complete and accurate
records of the Contractor's costs which are chargeable to the City under this Agreement. City or
its designated, authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records to be maintained
and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's
employees working full or part time on .the Work; (b) invoices for purchases, receiving and
issuing documents, and all the other unit -inventory records for the Contractor's stores, stock or
Page 7 of 13
capital items; (c) paid invoices and canceled checks for material purchased and for the
subcontractor's and.any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or
employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award
of a contract or obtain favorable treatment under this Agreement or any other contract.
Standard of Care
5.18. Contractor 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. Contractor represents that it has, or shall secure, at its own expense, all
personnel required to perform Contractor's Services under this Agreement, but at all times shall
be responsible for the Services of such personnel. Contractor may not employ any subcontractor
without the prior written approval of the City.
Indemnity Process
5.19. The City shall notify Contractor in writing of any suits, claims or demands covered by any
indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall
assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor
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 Contractor 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 Contractor. 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 Contractor's obligations to indemnify or defend. Contractor
shall not settle or compromise any claim or consent to the entry of airy 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.
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in
performance of the Work and except to such other third persons as City may authorize in writing.
If disclosure to such an employee or to other third persons is so authorized, Contractor 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 Agreement.
5.21. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary
Information which City may supply to Contractor.hereunder. Contractor may copy, in whole or
part, such documents to the extent necessary for the performance of the Work, and Contractor
Page 8 of 13
shall return to City upon the completion of the Work or request by City all such documents and
copies.
Compliance with Authority
5.22. Contractor 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. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, or sexual orientation of any person.
5.23. Contractor 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 measured by the wages and
salaries of persons employed by Contractor.
5.24. Contractor shall indemnify City against, and hold City harmless from, any liability or loss
including liability or loss from fines or penalties arising out of Contractor's failure to perform the
obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement.
Progress Reports
5.25. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide
reports or information concerning the Services being performed by Contractor under this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect
until the completion of the , in keeping with full performance of the
Services in accordance with Section 3.01 of this Agreement, unless otherwise extended according
to the terms and conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to
Contractor 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. During the
thirty (30) day period after such notice is sent, the parties shall continue to act toward each other
in good faith.
6.03. In the event of any such termination, in full and complete settlement for the termination of the
Work, City shall pay Contractor 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
Contractor directly attributable to termination which could not reasonably have been avoided and
for which Contractor is not otherwise compensated that are incurred through the date of
Page 9 of 13
termination and effectuating the termination ("Termination Expenses"). Termination Expenses
shall not include lost profits, lost opportunities, consequential damages, or the like. In no event
shall total payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its
provisions, City may terminate this Agreement by giving written notification to Contractor.
Termination will take effect immediately on receipt of notice by the breaching party or three (3)
days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the following:
A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this
Agreement; or
B. Contractor's material breach of any representation or provision contained in Section Five
(5) of this Agreement.
6.06. 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 such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof
and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the Work,
Contractor 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.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. 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. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day
the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or
the third (3rd) day after mailing, whichever occurs .first.
Page 10 of 13
Contractor:
City:
***
City of Vernon
Attn: ***
Attn: Manuela Giron,
***
City Clerk
***
4305 Santa Fe Avenue
***
Vernon, CA 90058
Fax: *** Fax: 323-826-1438
Telephone: *** Telephone: 323-583-8811 ext260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties
with respect to the rendering of Services by Contractor for City and contains all of the
representations, covenants, and agreements between the parties with respect to the subject matter
of this Agreement and the rendering of those Services. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not contained 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 Contractor and an authorized representative of the City, or in a written
change order. Contractor expressly waives all claims for compensation based upon quantum
merit, implied contract or oral contract. 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.
7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B,
which are all attached. In the event of conflict between this Agreement and any of the exhibits,
including the Proposal, this Agreement shall prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions will continue in full force and effect without being
impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection
with this Agreement, and the relationship and rights of the parties in connection with this
Agreement, whether characterized as breach of contract, tort, or otherwise (except for those
requesting injunctive relief) shall be determined by binding arbitration in accordance with the
terms of this Section. The submittal of all matters to arbitration in accordance with the terms of
this Section is the sole and exclusive method, means and procedure to resolve any and all claims,
disputes or disagreements arising under this Agreement, except for claims by either party which
seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los
Angeles County, California, the decision of which court shall be subject to appeal pursuant to
applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall
Page 11 of 13
at all times conduct themselves in accordance with the terms of this Section, relying on arbitration
as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated
hereunder shall take place before a panel of three retired judges of the Superior Court of the State
of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10)
calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to
the other party and to JAMS. The Arbitration Notice shall contain a description of the subject
matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the
remedy or determination sought. Each party shall select a retired judge from the JAMS panel,
and the two selected judges shall mutually agree on the third retired judge from the JAMS panel.
If one of the parties does not select a retired judge from the JAMS panel within fourteen (14)
calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the
judge selected by JAMS and the judge selected by the other party will select the third judge for
the panel. The third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators. The arbitration
shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or
other authorized representative. In rendering a decision(s), the Arbitrators shall determine the
rights and obligations of the parties according to the substantive and procedural laws of the State
of California and the terms of this Agreement. The decision of the Arbitrators shall be based on
the evidence introduced at the hearing and accompanied by a written statement of decision as to
each of the principal controverted issues. The agreement of two of the three Arbitrators as to the
resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written
decision to the parties within thirty (30) calendar days following the date of the selection of the
last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be
confirmed as a judgment by the Superior Court of the State of California, subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. 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, which may be
set by the arbitrators and/or court in the same action or in a separate action brought for that
purpose, in addition to any other relief which is obtained.
7.07. Neither party shall be considered 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, lightning, 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.
7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of the Agreement or any part thereof.
Page 12 of 13
r:
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below..
Executed at , California, on , 2007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff Harrison, City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Page 13 of 13
EXHIBIT B
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO.
PROJECT:
TO:
REQUESTED BY:
Exhibit B
SUPPLEMENT NO. SHEET OF SHEETS
P.O. NO.
CONSULTANT
You are hereby directed to make the herein described changes from the original scope of work of this agreement. Except as
specifically modified herein, all terms and conditions of the original agreement remain in full force and effect, and apply to the
ndditinnal wnrlr ac if caul wnrlr a,ac nriR;.,all, ;,,r t„AeA ;,, +t.e ---
Agreement Amount (Base Bid)
$
Amount of This Change Order
$
................
...............................
Amount of Previous Change Orders
$
Total Change Orders
$
Modified Agreement Amount
$
...................................................
By reason of this change order the time of
com letion will bee usted as follows:
Approved: Date:
Director of Community Services & Water
Attest: Date:
Manuela Giron, City Clerk
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
labor, equipment and materials, including overhead, 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: Project File/Consultant/Purchasing
Exhibit B
of VER
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R
S�VELY INOV�
APPROVED JAN 26 '09`CITY COUNCIL
COMMUNITY SERVICES & WATER DE
OFFICE MEMORANDUM
TO: Eric Fresch, City Administrator
FROM: Samuel Kevin Wilson; Director of Community Services & Water
DATE: January 13, 2009
SUBJECT: Speed Study — Citywide — Consultant Contract
The City of Vernon is required under the California Vehicle Code Section 40802 to complete
an engineering and traffic analysis and report every five years to establish the speed limits that will be
enforceable in a court of law. The last analysis was completed and the results were approved for
enactment as an ordinance in March 2004. The City Council, on October 6, 2008 through Resolution
No. 9725, authorized a request for proposals to secure an engineering and traffic analysis to establish
the speed limits for the next five years. The City advertised and secured two proposals. The costs
proposed are as follows:
1. Hartzog and Crabill, Inc. $11,710.00
2. Austin -Foust Associates, Inc. $11,875.00
Both engineers are qualified for this work, well known in their field and have worked
successfully for the City of Vernon in the past. The costs are approximately the same and either
engineer could provide the services sought. Hartzog and Crabill, Inc. is a well established traffic
engineer with expertise in the preparation of speed studies and has expressed interest in this study.
They have provided insurance that has been approved by the City of Vernon Risk Manager. The City
Attorney has prepared an agreement for this work and Hartzog, Crabill Inc. has signed the agreement.
I recommend that the City Council award an agreement to Hartzog, Crabill Inc. in the amount of
$11,710.00 to complete this speed study and authorize the Mayor to sign and the City Clerk to attest.
SKW/sn
C: City Attorney
Enclosure