Contract - Traffic - 2010-05-27 AGREEMENT FOR TRAFFIC CONTROL ENGINEERING CONSULTANT SERVICES
PROJECT#189 REHABILITATION OF SIX SEWERS TRANSFERRED TO CMSD
THIS AGREEMENT is made and effective as of •211, 2010, between
the Costa Mesa Sanitary District, a sanitary district ("Di rict") and Traffic Control
Engineering, Inc. a corporation ("Consultant") In consideration of the mutual covenants
and conditions set forth herein, the parties agree as follows.
1. TERM
This Agreement shall commence on ar 2010, and shall remain and
continue in effect until tasks described herein completed, but in no event later than
2011 unless sooner terminated pursuant to the provisions of this
Agr ement.
2. SERVICES
Consultant shall perform the tasks described and set forth in Exhibit "A"
attached hereto and incorporated herein as though set forth in full. Consultant shall
complete the tasks according to the schedule of performance which is also set forth in
Exhibit"A"
3. PERFORMANCE
Consultant, shall at all times faithfully competently and to the best of his/her/its
ability experience, and talent perform all tasks described herein. Consultant shall
employ at a minimum, generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. DISTRICT MANAGEMENT
District's Manager shall represent District in all matters pertaining to the
administration of this Agreement, review and approval of all products submitted by
Consultant, but not including the authority to enlarge the Tasks to be Performed or
change the compensation due to Consultant. The District Manager shall be authorized
to act on District's behalf and to execute all necessary documents which enlarge the
Tasks to be Performed or change Consultant's compensation, subject to Section 5
hereof.
5. PAYMENT
(a) The District agrees to pay Consultant monthly in accordance with the
payment rates, terms and schedule of payment as set forth in Exhibit "A" attached
hereto and incorporated herein by this reference as though set forth in full, based upon
actual time spent on the above tasks. This amount shall not exceed Three Thousand
Five Hundred dollars ($3,500) for the total term of the Agreement unless additional
payment is approved as provided in this Agreement.
(b) Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement which are in addition to those set forth herein,
unless such additional services are authorized in advance and in writing by the District
Manager Consultant shall be compensated for any additional services in the amounts
and in the manner as agreed to by District Manager and Consultant at the time District's
written authorization is given to Consultant for the performance of said services. The
District Manager may approve additional work not to exceed the greater of fifteen-
thousand dollars ($15,000.00) or two percent (2%) of the total contract sum. Any
additional work in excess of this amount shall be approved by the Board of Directors.
(c) Consultant will submit invoices for actual services performed. Invoices shall
be submitted on or about the first business day of each month, or as soon thereafter as
practical, for services provided in the previous month. Payment shall be made within
thirty (30) days of receipt of each invoice as to all non-disputed fees. If the District
disputes any of Consultant's fees it shall give written notice to Consultant within thirty
(30) days of receipt of an invoice of any disputed fees set forth on the invoice.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The District may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the District suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the District
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the District. Upon
termination of the Agreement pursuant to this Section, the Consultant will submit an
invoice to the District pursuant to Section 5.
7 DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms
of this Agreement, District shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the District Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be sewed upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the District shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law in equity or under this Agreement.
8. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect
to the project and other such information required by District that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of District or its designees at reasonable times to
such books and records; shall give District the right to examine and audit said books
and records; shall permit District to make transcripts therefrom as necessary' and shall
allow inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for
a period of three (3) years after receipt of final payment.
(b) Upon completion, termination or suspension of this Agreement all other
documents prepared in the course of providing the services to be performed pursuant to
this Agreement shall become the sole property of the District and may be used, reused
or otherwise disposed of by the District without the permission of the Consultant. With
respect to computer files, Consultant shall make available to the District, at the
Consultant's office and upon reasonable written request by the District, the necessary
computer software and hardware for purposes of accessing, compiling, transferring and
printing computer files.
9. INDEMNIFICATION
(a) Indemnification for Professional Liability When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted
bylaw Consultant shall indemnify protect, defend and hold harmless District and any
and all of its officials, employees and agents ("Indemnified Parties") from and against
any and all losses, liabilities, damages, costs and expenses, including attorney's fees
and costs to the extent same are caused in whole or in part by any negligent or wrongful
act, error or omission of Consultant, its officers, agents, employees or subconsultants
(or any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this Agreement.
(b) Indemnification for Other Than Professional Liability Other than in the
performance of professional services and to the full extent permitted by law Consultant
shall indemnify defend and hold harmless District, and any and all of its employees,
3
officials and agents from and against any liability (including liability for claims, suits
actions, arbitration proceedings, administrative proceedings, regulatory proceedings
loses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs and expert witness fees)
where the same arise out of are a consequence of or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subconsultants of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subconsultant or any other person or entity involved by for with or
on behalf of Consultant in the performance of this Agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here, Consultant
agrees to be fully responsible according to the terms of this section. Failure of District to
monitor compliance with these requirements imposes no additional obligations on
District and will in no way act as a waiver of any rights hereunder This obligation to
indemnify and defend District as set forth here is binding on the successors, assigns or
heirs of Consultant and shall survive the termination of this Agreement or this section.
(d) Indemnity Provisions for Contracts related to Construction. Without affecting
the rights of District under any provision of this Agreement, Consultant shall not be
required to indemnify and hold harmless District for liability attributable to the active
negligence of District, provided such active negligence is determined by agreement
between the parties or by the findings of a court of competent jurisdiction. In instances
where District is shown to have been actively negligent and where District's active
negligence accounts for only a percent of the liability involved the obligation of
Consultant will be for that entire portion or percentage of liability not attributable to the
active negligence of District.
10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "B' attached to and part of this
Agreement. (A certificate of insurance should be attached.)
11 INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the District a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither District nor any of its officers, employees, or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees, or agents,
except as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the District. Consultant shall not incur or have the power to
incur any debt, obligation, or liability whatever against District, or bind District in any
manner
4
(b) No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, District shall not pay salaries, wages, or other compensation to
Consultant for performing services hereunder for District. District shall not be liable for
compensation or indemnification to Consultant for injury or sickness arising out of
performing services hereunder
12. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of State and Federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. The District, and its officers and
employees, shall not be liable at law or in equity occasioned by failure of the Consultant
to comply with this Section.
13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the Costa Mesa Sanitary District in
connection with the award terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement or financial inducement. No
officer or employee of the Costa Mesa Sanitary District will receive compensation,
directly or indirectly from Consultant, or from any officer employee or agent of
Consultant, in connection with the award of this Agreement or any work to be conducted
as a result of this Agreement. Violation of this Section shall be a material breach of this
Agreement entitling the District to any and all remedies at law or in equity
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member officer or employee of District, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Project
during his/her tenure or for one year thereafter shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceed thereof, for work to be performed in
connection with the Project performed under this Agreement.
15. RELEASE OF INFORMATION I CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
consider confidential and shall not be released by Consultant without District's prior
written authorization. Consultant, its officers, employees, agents or subconsultants,
shall not without written authorization from the District Manager or unless requested by
the District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
District. Response to a subpoena or court order shall not be considered 'voluntary'
provided Consultant gives District notice of such court order or subpoena.
5
(b) Consultant shall promptly notify District should Consultant, its officers
employees agents or subconsultants be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, requests for
admissions, or other discovery request, court order or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the District. District retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with District and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However District's right to review any such response does not imply or mean the right
by District to control, direct, or rewrite said response.
16. NOTICES
Any notices which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice.
To District: Costa Mesa Sanitary District
628 West 19th St
Costa Mesa, CA 92627
Attn: District Clerk
To Consultant: Traffic Control Engineering, Inc.
231 E. Imperial Hwy Suite 341
Fullerton, CA 92835
Attn. David Kuan, P.E. President
17 ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, nor any monies due hereunder without prior written consent of the District.
Because of the personal nature of the services to be rendered pursuant to this
Agreement, only Ahmed All shall perform the services described in this Agreement.
Ahmed Ali may use assistants, under its direct supervision, to perform some of
the services under this Agreement. Consultant shall provide District fourteen (14) day's
notice prior to the departure of Ahmed Ali from Consultants employ Should he/she
leave Consultant's employ the District shall have the option to immediately terminate
this Agreement, within three (3) days of the close of said notice period. Upon
termination of this agreement, Consultant's sole compensation shall be payment for
actual services performed up to, and including, the date of termination or as may be
otherwise agreed to in writing between the Board of Directors and the Consultant.
6
1B. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services
described in this Agreement.
19. GOVERNING LAW
The District and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the municipal. superior or federal district
court with jurisdiction over the Costa Mesa Sanitary District.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or written, are
merged into this Agreement and shall be of no further force or effect. Each party is
entering into this Agreement based solely-upon the representations set forth herein and
upon each party's own independent investigation of any and all facts such party deems
material.
21 AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder
22. INTERPRETATION,
In the event of conflict or inconsistency between this Agreement and any other
document, including any proposal or Exhibit hereto, this Agreement shall control unless
a contrary intent is clearly stated
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed the day and year first above written.
7
COSTA MESA SANITARY DISTRICT CONSULTANT
,
District Manager Sig ure
hA-1J j n kDJ4
ATTEST Typed Name
ii.. �( Title
Dis r ct Clerk
APPROVED AS TO FORM:
at/ 34/ 1-7
District Counsel
8
EXHIBIT '0,
TRAFFIC CONTROL ENGINEERING, INC
h.� !o kI�4WoI4. A �f
May 4 2010
Mr Rob Hamers
Costa Mesa Sanitary District
e mat: rbhinc@pacbell.net
Re: Sewer Line Imp., South Coast Dr @ Harbor BI.
In City of Costa Mesa
Traffic Control Plan
Dear Rob:
Thank you for the opportunity to propose our services for traffic control design of the above
construction project. The following is the cost proposal per my phone call with Mr Jeff Tsalyuk of IFT
today regarding the preparation of the above referenced Traffic Control Plan.
Traffic Control Engineering has a substantial track record in preparing Traffic Control Plans. Our
familiarity with local government requirements will be the greatest asset in assuring a timely and cost
effective product.
SCOPE OF SERVICE
The following is our proposed Scope of Services:
1 Define the Traffic Control necessary for the project.
2. Retrieve necessary base plans, i.e. Striping Plan,Signal Plan;Construction
plans from various sources.
3. Field review to determine existing street system, driveways that may be
affected,and existing traffic conditions.
4 Develop traffic control strategies and coordinate with Client to select the most
cost effective plan.
5. Finalized traffic control plan, consistent with City standards including signing, legends,
and other construction detour standards.
6. Submit to Client for City's review and approval.
231 E. Imperial Hwy. Suite 241 TEL (714) 447-6077
Fullerton, CA 92835 FAX (714)447-6081
FEE PROPOSAL
Street Location
SouthCoast Dr @ Harbor Blvd. (n/b right turn lanes may have to be dosed)
Assumption:
o. Notemporary traffic signal/striping modification is anticipated.
o.All open trench to be back-filled or steel-plated and traffic to be restored daily
o.The above fee includes one round of comments from the City of Costa Mesa on the plan.
We propose a lump sum fee of$3,500.00 for the proposed Traffic Control Plan. The above design fee
also includes a meeting with City of Costa Mesa. Should the construction plan be revised,or should
additional work effort be requested after start of our project, the fee will be amended to reflect
only that amount of work which was necessitated by the revision. Submittal of a revision or a
request for additional work by your company or City will constitute authorization to amend the scope
of services.
If theabove proposal is acceptable, please so indicate by signing in the space provided and returning a
copy for our files. Or you may send us a P.O. for the above work. Please feel free to call me at your
convenience.
Sincerely
TRAFFIC CONTROL ENGINEERING, INC
David Kuan, P.E,President
DK:dr
THIS PROPOSAL IS ACCEPTED
Signature Title Date
Company
Address
Telephone Number FAX
_I•
i 1 !' j i I e
IjN HARBOR j I BOULEVARD
1 1
• I i• H J
fit .. •_ 1• i•
I J- -,'- __ [
1
1� isi •
� :
=r j c;
I;I I! I Sr
q 1 i'
E
. q
j I 1
I I . 1 tl
1 , z I 11
I ( .R 1 Nj I
II 1 1 i 1
it '
� ; � I 1 f, 1
IsI I, � 11 j' j I'
; I. - _ I,
I I I'
II ;I
1 it 11
i�
I 1 0 :j
I
i C I
1 �' 1 11
l, 4 =1i1 , I
4i LV, .t ” `., I ni 11
1
°! & ±" ,i;Tr'" I 1 , I I 1 /, I; S I I
w ! 1
§ 0I '
'I 1 I I' ) II 2 "
(! i m
j
i
-
'I
I I 1'
I
-4 I
4 41 2 ��? 1 1 II
ym
S II d I I
9S I
m
ay mi