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HomeMy WebLinkAbout2005-261 J 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF CITY OF SAN 3 BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR 4 PROFESSIONAL TRANSPORTATION MODELING SERVICES WIm SRlNIV ASA S. BHAT. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2005-261 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That the Mayor is authorized to execute the Agreement for Professional Services with Srinivasa S. Bhat to provide professional transportation modeling services on an "as needed" basis (attached and incorporated herein as Exhibit "A"). A contract is entered into with said consultant for the actual costs incurred, not to exceed $50,000.00, but such agreement shall be effective only upon being fully executed by both parties. The Mayor is hereby authorized and directed to execute said agreement on behalf of the City. SECTION 2. This agreement and any amendment or modifications thereto shall not take effect or become operative until fully signed and executed by the parties and no party shall be obligated hereunder until the time of such full execution. No oral agreements, amendments, modifications or waivers are intended or authorized and shall not be implied from any act or course of conduct of any party. SECTION 3. The Finance Department is authorized to issue a Purchase Order to the Consultant, which incorporates this Resolution and Agreement. The Finance Department is also authorized to pay Consultant an additional $17,100 for services rendered during Fiscal Year 2004-05, thus bringing the total authorized amount to $41,895 for Consultant for Fiscal Year 2004-05. SECTION 4. This resolution is rescinded if the parties to the contract fail to execute it within sixty (60) days of passage of this resolution. 1// - 1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR PROFESSIONAL TRANSPORTATION MODELING SERVICES WITH SRINIVASA S. BHAT. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a i oint regular meeting thereof, held on the 1st August ,2005, by the following vote, to wit: day of Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA X LONGVILLE X - MC GINNIS -1L- DERRY X KELLEY X - JOHNSON X MC CAMMACK X - =~i~ The foregoing resolution is hereby approved this ~ day of August , 2005. Approved as to form and legal content: J di alles, Mayor ity of San Bernardino JAMES F. PENMAN, City Attorney -2- ~" _cc,=" 2005-261 EXHIBIT A AGREEMENT FOR SERVICES This AGREEMENT is made and entered into this ~~ day of , 2005, by and between the City of San Bernardino, California, a municipal co oration, hereinafter referred to as the "CITY" and Srinivasa S. Bhat, hereinafter referred to as "CONSULTANT. " WITNESSETH: A. WHEREAS, CITY has a need for professional transportation modeling services on an as needed basis and, B. WHEREAS, CONSULTANT is competent and able to perform said transportation modeling services, and, NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES CONSULT ANT shall provide transportation modeling services to CITY in accordance with Attachment 1. 2. TERM OF AGREEMENT The services of CONSULT ANT are to commence after CITY has authorized work to ~tart by issuance of a Notice to Proceed. This Agreement shall expire one year from the date of this Agreement and it may be renewed on an annual basis up to a total of five years, subject to the written agreement of both parties for each annual renewal. 3. COMPENSATION A. The CITY shall compensate the CONSULTANT at an hourly rate of $45 per hour, not to exceed $50,0000 over the term of this agreement, in accordance with Attachment 1. Said compensation shall be considered reimbursement of actual costs (including labor costs, employee benefits, overhead, profit, other direct and indirect costs) incurred by the CONSULT ANT in performance of the work, except that reimbursement shall not include courier services, mileage or reimbursement for travel to the CITY. This Agreement may be canceled by two weeks written notice by either party. B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity or character of the work to be performed. Any adjustment of the total cost of services will only be permitted when the 1 ~~""-'-''''-~--'' "'--"'-'~- - ,- '2005-261 CONSULT ANT establishes and CITY has agreed, in writing, that there has been, or is to be, a significant change. C. The CONSULTANT is required to comply with all Federal, State and local laws and ordinances applicable to the work. D. City acknowledges that Consultant has performed transportation modeling services to City during the Fiscal Year 2004-05, of which $17,100 for such services are remaining to be paid to Consultant. City agrees to pay Consultant $17,100 within thirty (30) days of the execution of this Agreement, bringing the total authorized amount to $41,895 for Consultant for Fiscal Year 2004-05. This $17,100 payment shall be included in the not-to-exceed limitation of $70,000 for total compensation referenced in Section 3(A) of this Agreement. 4. STANDARD OF PERFORMANCE CONSULT ANT shall complete all work product and design in conformance with City of San Bernardino Standard Specifications and Standard Drawings. The transportation model and all work product from the transportation model shall remain the property of the City of San Bernardino. 5. CHANGESIEXTRA SERVICES Performance of the work specified in the Proposal is made an obligation of CONSULTANT under this Agreement, subject to any changes made subsequently upon mutual written agreement of the parties. Any change, which has not been so incorporated, shall not be binding on either party. 6. PAYMENT BY CITY The billings for all services rendered pursuant to this Agreement shall be submitted monthly by CONSULTANT to CITY and shall be paid by CITY within thirty (30) days after receipt of same, excepting any amounts disputed by CITY. CITY retains the right to challenge all or any part of an invoice. All tasks as specified in Proposal shall be completed prior to fimil payment. 7. SUPERVISION AND ACCEPTANCE OF SERVICES The Director of Development Services of CITY or his designee, shall have the right of general supervision over all work performed by CONSULT ANT and shall be CITY's agent with respect to obtaining CONSULTANT's compliance hereunder. No payment for any services rendered under this Agreement shall be made without prior approval of the Director of Development Services or his designee. 2 -. r' ~-'-. "'y"..='. ._,,'U 2005-261 - ,,'- .....~~'" 8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH DISABILITIES ACT CONSULTANT hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, national origin or disability. Hiring practices and employee policies of CONSULTANT shall comply with applicable Federal, State and local laws. Such action shall include, but not be limited to, the following: Recruitment and recruitment advertising, employment, upgrading and promotion. 9. TERMINATION OF AGREEMENT A. This Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure of the other party to perform in accordance with the terms of this Agreement. Each party shall have twenty (20) days following the date of such notice within which to correct the substantial failure giving rise to such notice. CONSULTANT hereby covenants and agrees that upon termination of this Agreement for any reason, CONSULTANT will preserve and make immediately available to CITY, or its designated representatives, all maps, notes, correspondence, or records related to work paid for by the CITY and required for its timely completion, and to fully cooperate with CITY so that the work to be accomplished may continue. Any subsequent use of such incomplete documents shall be at the sole risk of the CITY and CITY agrees to hold harmless and indemnify CONSULTANT from any claim, losses, costs, including attorney's fees, and liability arising out of such use. B. This Agreement may be terminated for the convenience of the CITY upon thirty (30) days written notice to CONSULTANT. Upon such notice, CONSULT ANT shall provide work product to CITY and CITY shall compensate CONSULTANT in the manner set forth above. C. Following the effective date of termination of the Agreement pursuant to this Section, the Agreement shall continue until all obligations arising from such termination are satisfied. 10. CONTINGENCIES In the event that, due to causes beyond the control of and without the fault or negligence of CONSULTANT, CONSULTANT fails to meet any of its obligations under this Agreement, and such failure shall not constitute a default in performance, the CITY may grant to CONSULT ANT such extensions of time and make other arrangements or additions, excepting any 3 ~vXC"~'~"' 'q" ,,,,~,",,~',,~,,,,,, '.,w , 'H'C'~' ' ",-""",_ 2005-261 increase in payment, as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provision of the Agreement. 11. INDEPENDENT CONTRACTOR CONSULTANT shall act as an independent contractor in the performance of the services provided for under this Agreement. CONSULTANT shall furnish such services in its own manner and in no respect shall it be considered an agent or employee of the CITY. 12. ASSIGNMENT OR SUBCONTRACTING Neither this Agreement, nor any portion thereof, may be assigned by CONSULTANT without the written consent of CITY. Any attempt by CONSULT ANT to assign or subcontract any performance of this Agreement without the written consent of the CITY shall be null and void and shall constitute a breach of this Agreement. 13. NOTICES All official notices relative to this Agreement shall be in writing and addressed to the following representatives of CONSULTANT and CITY: CONSULTANT CITY Srinivasa S. Baht 21 Silverwood Lane Pomona, CA 91766 Mr. James Funk, Director Development Services Department City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 14. RESPONSIBILITIES OF PARTIES Upon termination, or completion of all work under this Agreement, CONSULTANT will transfer ownership and title to CITY of all programs, reports, documents, plans and specifications. 15. INDEMNITY CONSULTANT shall indemnify, defend and hold CITY, its officers, employees and agents harmless from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, 4 ~~"'?i",/,,:O>;i!;""._-" H~' --, ~~ ~ ,~~,~,--<~ ~ ,~~' '~~~"<~'~" ' <"'<','"''''''''''-~'''~ 2005-261 . ., ~ ~, ~ " ~ costs, expenses (including attorney's fees) and liabilities, of, by, or with respect to third parties, which arise from CONSULTANT's negligent performance of services under this Agreement. CONSULTANT shall not be responsible for, and CITY shall indemnify, defend and hold harmless CONSULTANT from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third parties, which arise from the CITY's negligence. With respect to any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third parties, which arise from the joint or concurrent negligence of CONSULTANT and CITY, each party shall assume responsibility in proportion to the degree of its respective fault. 16. LIABILITYIINSURANCE CONSULTANT shall maintain insurance policies meeting the mmunum requirements set forth herein. All insurance maintained by the CONSULT ANT shall be provided by insurers satisfactory to the CITY. Certificates evidencing all insurance coverage required herein shall be delivered to the CITY prior to the CONSULTANT performing any of the services under the Agreement. All insurance certificates required herein shall name the CITY as an additional insured and provide for thirty (30) days written notice from the insurer to the CITY prior to cancellation of any insurance policy of the CONSULTANT. A. COMPREHENSNE GENERAL LIABILITY AND AUTOMOBILE INSURANCE - The CONSULTANT shall maintain comprehensive general liability and automobile liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. B. WORKER'S COMPENSATION INSURANCE - The CONSULTANT shall maintain worker's compensation insurance in accordance with the laws of the State of California for all workers employees by the CONSULTANT. 17. VALIDITY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are declared to be severable. 5 - ~,"<'"' 2005-261 III '~"^"'~',".'-~_'.m"_,''''', 18. ENTIRE AGREEMENT This Agreement represents the entire and integrated understanding between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understandings and Agreements, whether written or oral, with respect to the subject matter thereof. This Agreement may be amended only by written instrument signed by both parties. 6 __"~~C'_ 2005-261 -. -.,'. .. . -,~,'''""-'---'.'p, "_.~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date shown below. Date: Date: g , 7 ) (){ ATTEST: ~h.~ Rac;ne1 Clark, City Clerk Approved as to form and legal content: James F. Penman City Attorney ./~ III SRINIV ASA S. BHAT by: ~1+- Sign e ~RfN I V A$A- f:)t/rT Print NamelTitle tv1&fJ (;Z..-~ . 1 Valles ayor ity of San Bernardino 7 __ ,~"_"""""" -',_~_,B~_ '" -.--- , '_m~~' ~.- ~ , -~ "'-",'-'--"",.-' -- ".U_'-'-'~r-'V~'- ''',~~,-,-,,,,"m,__~-,.,",,,,, 2005-261 ATTACHMENT 1 SERVICES AGREEMENT For Srinivasa S. Bhat Scope of Services: The CONSULTANT shall perfonn services including, but not limited to, the following activities: . Data Management of the City's East Valley Transportation Model (EVTM) . Network changes to EVTM . AMlPM Base Line (2003) and future (2030) EVTM Forecasts . Select Link/Select Zone processes . Turning movement data input and extraction from EVTM . Preparation of summary and status EVTM reports in a timely manner . CONSULTANT shall work under the direction of the City Engineer . CONSULTANT shall not share or provide any EVTM data with any person or organization . CONSULTANT shall not share or provide any EVTM data with any person or " organization unless specifically directed by the City Engineer Compensation: . CITY shall compensate CONSULTANT for actual hours worked at a rate of $45.00 per hour and according to tenns in this agreement. 8