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HomeMy WebLinkAboutC-5060 - On-Call PSA for Traffic Count ServicesO ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH TRANSPORTATION STUDIES, INC.FOR TRAFFIC COUNT SERVICES THIS ON -CALL PROFESSI NAL SERV R�MENT ( "Agreement ") is made and entered into as of this � day of W 2OT1, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and TRANSPORTATION STUDIES, INC., a California Corporation whose address is 2640 Walnut Avenue, Suite H, Tustin, CA 92780 ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for traffic count services. C. City desires to engage Consultant to perform on -call traffic count services throughout the City on an as need basis ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Craig Shick. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on December 31, 2013, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall provide "On -Call" traffic count services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services "). Upon verbal or written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal "). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. 4.2 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for Services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Total compensation paid to Consultant during the term of this Agreement shall not exceed Seventy -Five Thousand Dollars and 00/100 ($ 75,000.00) without written amendment to the Agreement. Transportation Studies, Inc. Page 2 4.2.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and /or classification of employee who performed the work, a brief description of the Services performed and /or the specific task in the letter proposal to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.2.2.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. 4.2.2.2 Approved reproduction charges. 4.2.2.3 Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.2.3 Consultant shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Craig Shick to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. Transportation Studies, Inc. Page 3 6. ADMINISTRATION This Agreement will be administered by the City's Public Works Department. Antony Brine, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or an authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 7.1.2 Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. Transportation Studies, Inc. Page 4 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or the acts or omissions of its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. Transportation Studies, Inc. Page 5 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Transportation Studies, Inc. Page 6 Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant's employees. 14.4.2 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non - payment of premium) prior to such change. 14.4.3 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 14.8.2 Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.3 Requirements not Limiting Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Transportation Studies, Inc. Page 7 14.8.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.8.5 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.8.6 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale; assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written Transportation Studies, Inc. Page 8 authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes the release of information. 20. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 21. VVITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be Transportation Studies, Inc. Page 9 borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Antony Brine, City Traffic Engineer Public Works Department City of Newport Beach PO Box 1768 3300 Newport Boulevard Newport Beach, CA 92658 -8915 Phone: (949) 644 -3329 Fax: (949) 644 -3318 25.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Craig Shick, Vice President Transportation Studies, Inc. 2640 Walnut Avenue, Suite H Tustin, CA 92780 Phone: (714) 508 -3612 Fax: (714) 508 -3602 Transportation Studies, Inc. Page 10 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Contract and Contract documents, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 28. STANDARD PROVISIONS 28.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Transportation Studies, Inc. Page 11 28.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.7 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 28.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] Transportation Studies, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE By:lfi� Aaron C. H&r City Attorney (-Fr (L- ATTEST: Date: By: D ' Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California,,nWnicipal corporation aaum Director CONSULTANT: TRANSPORTATION STUDIES, INC., a California Corporation Date: 490-/2- / By: L Craig Shick Vice President Date: By: Patti A. Tolton Treasurer [END OF SIGNATURES] ATTACHMENTS: EXHIBIT A— SCOPE OF SERVICES EXHIBIT B — SCHEDULE OF BILLING RATES Transportation Studies. Inc. Page 13 EXHIBIT A TSITransportation Studies, Inc, A Traffic Data Collection Company SCOPE OF SERVICES 24 HOUR MACHINE COUNTS (ADT) 24 HOUR MACHINE COUNTS - SPEED / VOLUME 24 HOUR MACHINE COUNTS — CLASSIFICATION / VOLUME RADAR SPEED SURVEY MANUAL TURNING MOVEMENT COUNTS PARKING STUDIES 2640 Walnut Avenue, Suite H o Tustin, CA 92780 0 (714) 508 -3612 a Fax (714) 508 -3602 EXHIBIT B TSOTransportation Studies, Inc. A Traffic Data Collection Company FEE SCHEDULE FOR NEWPORT BEACH 24 HOUR MACHINE COUNTS 24 HOUR MACHINE COUNTS- 4 LEG APPROACH 24 HOUR MACHINE COUNTS - 3 LEG APPROACH 24 HOUR MACHINE COUNTS - SPEED / VOLUME 24 HOUR MACHINE COUNTS - CLASSIFICATION / VOLUME RADAR SPEED SURVEY TURNING MOVEMENT COUNTS WITH VIDEO PARKING STUDIES $ 43.00 PER LOCATION $ 172.00 PER LOCATION $ 129.00 PER LOCATION $ 80.00 PER MACHINE $ 80AO PER MACHINE $ 35.00 PER HOUR $ 35.00 PER MAN HOUR $ 30.00 PER COUNT $ 35.00 PER MAN HOUR 2640 Walnut Avenue, Suite H - Tustin, CA 92780 - (714) 508 -3612 o Fax (714) 508 -3602 F�- I ® 1* CERTIFICATE OF LIABILITY INSURANCE D ODMY1) 2/l /2 012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEp� Erica Hornaday The Empire Company 550 Parkcenter Drive PRONE (7 c o 14)836 -9945 FAX ('119)836 -9996 Al ApoR1ES.ehornaday @empire- co.com Suite 205 Santa Ana CA 92705 -3521 INSURERMI AFFORDING COVERAGE NAIC# INSURERA:Golden Eagle Insurance Corp. 10836 INSURED INSURER B:Hartford Ins Cc of the Midwest 37478 INSURERC:United States Liability 5895 Transportation Studies, Inc. 2640 Walnut Avenue INSURER D: Unit H INSURER E: Tustin CA 92760 INSURER': A COVERAGES CERTIFICATE NUMBER -11/12 Master RP1nsInM Nnn9ePD. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LT TYPE OF INSURANCE A DL SUBR JaM POLICY NUMBER POLICY EFF MMmr VYYYY) POLICY EXP (MM/DD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES EdE occurrence) 8 300,000 A I CLAIMS-MADEM OCCUR BOP7609482 0/1/2011 10/1/2012 MED EXPAny one person) $ 10,000 PERSONAL B AOV INJURY $ 2,000,000 GENERAL AGGREGATE S 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS- COMNOPAGG S 4,000,000 X POLICY PRa LOC JFCT $ AUTOMOBILE LIABILITY LIMIT Ee eBCIEeDISINGLE 1,000,000 X BODILY INJURY (Per person) 5 A ANY AUTO BODILY INJURY Per accitlenq 5 ALL OWNED SCHEDULED AUTOS AUTOS A7297043 0/1/2011 0/1/2012 HIRED AUTOS AUTOS NED AUTOS PROPERTY DAMAGE Per itlenl $ $ X UMBRELLA LIAR AB OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS $ CUBB72632 10/1/2011 10/1/2012 B WORKERS COMPENSATION X VJC STATU- GTH- ANDEMPLOYERTLIABILITY YIN E.L. EACHACCIDENT $ 1 000 000 ANY PROPRIETORPARTNERIEXECUTIVE OFFICERIMEMSER EXCLUDED? (Mandatory in NH) NIA 72WECRR7609 10/1/2011 0/1/2012 E.L. DISEASE - EA EMPLOYE 1 1,000,000 IlySCRIP -cnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Errors & Omissions P1022742 0/1/2011 0/1/2012 LIMIT $ 1,000,000 DEDUCTIBLE $ 1,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Adach ACORD 101, Additional Remarks Schedule, if more space Is required) City of Newport Beach, its elected or appointed officers, officials, employees, agents and volunteers are named as Additional Insured with respect to general liability per form 44 -148 (06/04) attached. Primary wording for general liability applies per form 44 -231 (07/10) attached. Workers Compensation waiver of subrogation applies per form WC 04 03 06 attached. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Newport Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Shaun Oyler 3300 Newport Blvd. AUTHORIZED REPRESENTATIVE Newport Beach, CA 92658 -8915 (Larry Jones /ERICA Gi ACORD 25 (2010105) ©1988 -2010 ACORD CORPORATION eu rinhfe m�pr„p,f INS025 r2Mnnni m Tho ACnRn namc and Innn arp ranictarpH markc of Ar:nRn 0 0 V� 0 m 0 r CG a N r 0 N Y THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC RR7609 Endorsement Number: Effective Date: 10/01/11 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TRANSPORTATION STUDIES, INC. 2640 WALNUT AVENUE, UNIT H TUSTIN, CA 92780 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. Person or Organization NONE CITY OF MURRIETA BUILDING S SAFETY DEPT 24601 JEFFERSON AVE MURRIETA CA 92562 SCHEDULE 2 % of the California workers' compensation Job Description WILLDAN 2401 EAST KATELLA AVE .STE 200 ANAHEIM, CA 92806 CITY OF ANAHEIM 200 S ANAHEIM BLVD ANAHEIM CA92805 CITY OF NEWPORT BEACH ITS ELECTED OR APPOINTED OFFICERS OFFICIALS EMPLOYEES AGENTS AND VOLUNTEERS 33300 NEWPORT BLVD NEWPORT BEACH, CA 92658 CITY OF MURRIETA 26442 BECKMAN DRIVE MURRIETA, CA 92562 Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 08/20/11 Policy Expiration Date: 10/01/12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL PROTECTOR ® LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL PROTECTOR ® COVERAGE FORM (BUSINESSOWNERS COVERAGE FORM) SECTION II — LIABILITY is amended as follows: A. Coverage Extension - Supplementary Payments 1. Provision f.(1)(b) of Paragraph 1. Business Liability under Section A. Coverages is amended as follows: (b) Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. 2. Provision f.(1)(d) of Paragraph 1. Business Liability under Section A. Coverages is amended as follows: (d) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $300 a day because of time off from work. B. Medical Expenses - Extensions 1. Provision a. of Paragraph 2. Medical Expenses under Section A. Coverages is replaced by the following: a. We will pay for medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent, (2) On ways next to premises you own or rent; or (3) Because of your operations; Provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. 2. Paragraph 2. of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: 2. The most we will pay for the sum of all damages because of all: a. `Bodily injury", "property damage" and medical expenses arising out of any one "occurrence "; and b. "Personal and advertising injury" sustained by any one person or organization. is the Liability and Medical Expenses limit shown in the Declarations. But the most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the greater of $15,000 or the Medical Expense limit shown in the Declarations. C. Damage by Fire, Lightning, Explosion, Smoke or Leakage 1. The final sentence of Paragraph 1. of Section B. Exclusions is amended as follows: Exclusions c., d., e., f., g., h., i., k., I., m., n. and o. in SECTION II — LIABILITY do not apply to premises while rented to you, or temporarily occupied by you with permission of the owner provided that the damage is caused by one of the following; fire, lightning, explosion, smoke or leakage from automatic fire protection systems. A separate Limit of Insurance applies to this coverage as described in D. Liability And Medical Expenses Limits Of Insurance. 44 -148 (06/04) Page 1 of 3 2. Paragraph 3. of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, arising from one event is the greater of: a. $300,000; or b. the Damage To Premises Rented To you limit shown in the Declarations. As used in this provision, one event includes all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from automatic fire protection systems or any combination of these. D. ADDITIONAL INSUREDS - BY CONTRACT The following is added to Paragraph 2. under C. Who Is An Insured e. Any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Form but only with respect to the liability of that person or organization arising out of "bodily injury" or "property damage" occurring or a "personal and advertising injury" offense committed: (1) During ongoing operations performed by you or on your behalf; or (2) On premises or facilities owned or used by you; and Only to the extent to which insurance applies under this Coverage Form. A person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises, facilities or ongoing operations ends. This provision D. does not apply (1) Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury" "property damage ", "personal and advertising injury"; (2) To the rendering of or failure to render any professional services; or (3) To any person or organization included as an insured by separate endorsement issued by us and made a part of this policy. E. AGGREGATE LIMITS Paragraph 4. of D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay for the sum of all damages because of: a. Injury or damage under the "products- completed operations hazard" arising from all "occurrences" during the policy period is twice the Liability and Medical Expenses Limit. b. "Bodily injury" or "property damage ", including medical expenses, arising from all "occurrences" during the policy period which can be attributed to operations at a single location is twice the Liability and Medical Expenses Limit. This limitation applies separately to each location. This limitation does not apply to: (1) "Bodily injury" or "property damage" included in the "products- completed operations hazard ", or (2) "Property damage" to premises while rented to you, or temporarily occupied by you with permission of the owner, arising out of fire, lightning, explosion, smoke, or leakage from automatic fire protection systems. c. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is twice the Liability and Medical Expenses Limit. This limitation does not apply to: (1) Injury or damage included in the "products- completed operations hazard "; (2) "Bodily injury" or "property damage ", including medical expenses, arising from "occurrences" during the policy period which can be attributed to operations at a single location; or (3) "Property damage" to premises while rented to you, or temporarily occupied by you with permission of the Page 2 of 3 44 -148 (06/04) owner, arising out of fire, lightning, explosion, smoke or leakage from automatic fire protections systems. Payments made under any one of the above provisions shall not reduce the Aggregate Limit described in any other provision within paragraph 4. For the purposes of this endorsement, location means premises involving the same connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right -of -way of a railroad. F. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Pparagraph 2. E. Liability And Medical Expenses General Conditions: e. Knowledge of an "occurrence ", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless your partners, executive officers, directors, insurance manager, or a person who has been designated by them to receive reports of occurrences, offenses, claims and "suits" shall have received such notice from the agent, servant or "employee ". G. BODILY INJURY REDEFINED Under F. Liability And Medical Expenses Definitions, definition 3. is replaced by the following: 3 . 'Bodily Injury' means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. 44 -148 (06104) Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL PROTECTOR COVERAGE FORM (Businessowners Coverage Form) A. The following is added to provision 2.b. of paragraph H. Other Insurance under SECTION III — COMMON POLICY CONDITIONS: However, when an additional insured has been added to this Coverage Part by endorsement, we will not seek contribution from the "additional insured's own insurance" provided that: (1) You and the additional insured have agreed in a written contract that this insurance is primary and non- contributory; and (2) The "bodily injury" or "property damage" occurs, or the "personal and advertising injury" is committed, subsequent to the execution of such contract. B. For the purposes of this endorsement the following is added to SECTION II, Paragraph F. Liability And Medical Expense Definitions: "Additional insured's own insurance" means other insurance for which the additional insured is designated as a Named Insured. 44 -231 (07/10) Page 1 of 1 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 1 -24 -12 Dept. /Contact Received From Tania Date Completed: 2 -08 -12 Sent to: Tania By: Joel Company /Person required to have certificate: _ Transportation Studies Inc. Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE /EXPIRATION DATE: 10 -01- 11/10 -01 -12 A. INSURANCE COMPANY: Golden Eagle Insurance Corp. B. AM BEST RATING (A- : VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No IL AUTOMOBILE LIABILITY EFFECTIVE /EXPIRATION DATE: 10- 01- 11/10 -01 -12 A. INSURANCE COMPANY: Golden Eagle Insurance Corp B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided ?) N/A F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE /EXPIRATION DATE: 10- 01- 11/10 -01 -12 A. INSURANCE COMPANY: Hartford Insurance Company of the Midwest B. AM BEST RATING (A-: VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY • POLLUTION LIABILITY ® N/A El Yes ❑ No ® N/A ❑ Yes ❑ No • BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent ofAlliant Insurance Services Broker of record for the City of Newport Beach 2 -08 -2012 Date RISK MANAGEMENT APPROVAL REQUIRED (Non- admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval /exception /waiver: Approved: Risk Management Date * Subject to the terms of the contract.