Loading...
HomeMy WebLinkAbout1992-06-09 - AGENDA REPORTS - SC VALLEY WIDE TRAFFIC MODEL (2)4V NEW BUSINESS DATE: SUBJECT: DEPARTMENT: BACKGROUND AGENDA REPORT City Manager to be presented June 9, 1992 CITY OF SANTA CLARITA/COUNTY OF LOS ANGELES/DKS ASSOCIATES AGREEMENT TO PREPARE VALLEY -WIDE TRAFFIC MODEL Community Development The City of Santa Clarita and the County of Los Angeles have two separate computer traffic models for the Santa Clarita Valley. After several meetings, both agencies favored looking into a single valley -wide traffic model usable by both agencies. Having one consolidated model will lead to better coordination of efforts for analyzing land use and the circulation system in the Santa Clarita Valley area and will eliminate disagreements on modeling assumptions and results. In addition, it will facilitate and expedite the process of reviewing the impact of developments that involve both jurisdictions. DRS Associates was hired as a consultant to study and compare the County and the City of the Santa Clarita's traffic models. The study was to review, summarize and tabulate the differences between both models for the Santa Clarita area. The report was finalized in March 1992. A brief summary of the recommendations for this consolidation is as follows: Recommendations for Consolidation • A consolidated model is recommended using best components of both. • Network - Include entire area. - Accurate base network. - Use County format for classifications. - Future networks --resolve differences outside City area. • Zones - Include entire area. - Develop hybrid system using both --300 ± zones. Agenda Item: / 17 "VALLEY -WIDE TRAFFIC MODEL Page 2 • Land Use - Resolve Differences in base -year. - Resolve differences in buildout. - Unified land -use categories. - Final model should have capability of both land use and socio-economic trip generation. • External and Through Trips - Use County's process. • Modeling Process - Mode split/TDM and transit capabilities. - Peak hour modeling capability. The City and County have agreed that it is a matter of necessity to engage, on a sole source basis, the specialized services of an engineering traffic modeling consultant to prepare a traffic model and supporting data for a combined City and County computerized traffic model. Attached is the original agreement approved as to form by the City Attorney and also the County Counsel. The base consulting fee for this project is $100,570 to be shared 50/50 between the City and the County with the City's share of $50,285. The total amount could increase to $125,000, due. to the consultant's rates change on August 1, 1992, and also other potential additional work as may become. necessary during the contract, period, as approved by the County and the City. Funds are available for this program in this year's (1991-92) budget. No additional allocation of funds by the Council is necessary. RECOMMENDATION Approve the agreement, and authorize the Mayor to execute the five original copies. ATTACHMENT Agreement to Prepare Valley -Wide Traffic Model hds:655 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 s 2811 AGREEMENT This Agreement made and entered into this day of , 1992 BY AND BETWEEN THE COUNTY OF.LOS ANGELES a subdivision of the State of California, hereinafter referred to as "COUNTY"; and THE CITY OF SANTA CLARITA a subdivision of the State of California, hereinafter referred to as "CITY"; and DKS ASSOCIATES a California corporation, hereinafter referred to as "CONSULTANT"; WITNESSETH WHEREAS, Section 81000 of the California Government Code permits the Board of Supervisors of COUNTY to contgact for engineering services with persons specially trained, experienced, expert, and competent to perform the engineering services; and WHEREAS, COUNTY and CITY have determined that COUNTY and CITY personnel are not available to preparela combined CITY and COUNTY computerized traffic model with supporting data for the Santa Clarita Valley, hereinafter referred to as "PROJECT"; and WHEREAS, COUNTY and CITY have agreed that it is a matter of necessity to engage, on a sole source basis, the specialized, services of an engineering traffic modeling consultant to prepare a traffic model and supporting data for PROJECT; and (1) 76Tf76T 1 WHEREAS r`CONSULTANT is qualified in the investigation igation and analysis -required for the modeling of such projects and has unique 3 and specialized knowledge in regards to the PROJECT and (1) has 4 reviewed all of the available data furnished by COUNTY and CITY 5 6 pertinent to the'PROJECT; (2) has field inspected the PROJECT area; 7 (3) will exercise the ordinary care and skill expected of a practitioner in its profession acting under similar circumstances; 8 and (4) is willing to accept responsibilityof 9 performing the services set forth in this Agreement for the compensation and in 10 accordance with the terms and conditions herein specified. 11 NOW, THEREFORE, in consideration of the 12 premises and the mutual benefits which will result to the parties herein in carrying out the 13 terms of this Agreement, it is agreed as follows: 14 ARTICLE I 15 INTEREST OF CONSULTANT 16 CONSULTANT covenants that both itself and its 17 principals presently have no interest and shall not acquire any interest, direct 18 or indirect, which would conflict in any.mannet- or degree with the 19 performance of services required to be performed under this 20 Agreement. 21 ARTICLE II 22 SERVICES TO BE PERFORMED BY CONSULTANT 23 Services to be performed by CONSULTANT shall include the tasks 24 described under the Scope of Work as presented in Exhibit A of this 25 A greement.and as further described in CONSULTANT's written -documents 26 I submitted to COUNTY and CITY by CONSULTANT under date of May 27, 27 1992, included as Exhibit B of this Agreement and subject to the 28 provisions of Article VI of this Agreement. (2) 76TS76T I ARTICLE III 2 CONSULTANT RESPONSIBILITIES 3 COUNTY's and CITY's selection of CONSULTANT for -the performance 4 of services as described in Article II was based in 5 part upon a 6 careful consideration of the qualifications and experience of personnel who will participate in the various areas of work involved. 7 The names of these personnel and their areas of 8 participation under this Agreement are set forth in Exhibit B. CONSULTANT shall be 9 responsible for the performance of all of the work and shall utilize 10 the specialized expertise and experience of the personnel named in 11 Exhibit B. 12 In the event CONSULTANT through circumstances beyond its control, 13 is unable to provide- the services of the personnel named in 14 Exhibit B, CONSULTANT shall be responsible for providing other 15 personnel for the performance of the particular items of work 16 involved, whose expertise and experience in the opinion of the 17 Director of Public Works of COUNTY, and the Director of Community 18 Development of the City of Santa Clarita, botVAereinafter referred -19 to as "DIRECTORS", are equivalent to that which would have been 20 provided by said named personnel; and in addition, shall be 21 responsible for any additional costs incurred by such eventuality. 22 In no event shall such an occurrence result in an increase in 23 compensation to be paid by COUNTY and CITY under this Agreement. 24 CONSULTANT shall be responsible for the accuracy and! 25 completeness of all work agreed to herein. CONSULTANT shall promptly 26 make all corrections and revisions required to rectify errors or 27 omissions in the combined traffic model and supporting data submitted) 28 by CONSULTANT as required under Article II which are discovered bye (3) I76Tl76T 9 4 5 6 7 8 a 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 a 26 27 28 76TS76T CONSULTANT or are reported to CONSULTANT by DIRECTORS within the tim, period of the completion of the combined traffic model. Sucl corrections and revisions shall be submitted in a timely manner. Iz no event shall the preparation of such corrections and revision: required as a result of errors or omissions result in an increase it compensation to be paid by COUNTY and CITY under this Agreement. ARTICLE IV COUNTY AND CITY RESPONSIBILITIES The responsibilities of the COUNTY and CITY shall include the following; A. Notify CONSULTANT of execution of the Agreement by the mayor Of CITY and the Board of Supervisors of COUNTY. B. Review evidence of insurance coverage to be submitted by CONSULTANT in accordance with Article XII. C. Meet with CONSULTANT at various stages of the model development. D. Provide CONSULTANT with a copy of the items -to be furnished by COUNTY and CITY as described in Exh;Pit A. E. Review the submittals and supporting data submitted by CONSULTANT in accordance with the provisions of Article II to determine conformance with COUNTY and CITY requirements. In no event shall the reviews or approvals by COUNTY.and CITY escribed in this Article relieve CONSULTANT of its responsibility or the completion, accuracy, and good workmanship of all modeling nd supporting data, which is submitted to COUNTY and CITY. (4) .I • Ll 2 3 4 5 6 VA 9 10 11 12 13 14 15 16 17 18 •19 20 21 22 23 24 25 26 27 28 ARTICLE V SCHEDULE OF WORK The schedule for completion of all work under this Agreement is presented in Exhibit B. The CONSULTANT shall update the schedule every thirty (30) days, delineate all major tasks and meetings, and submit three (3) copies of the updated schedule to DIRECTORS. Except as otherwise provided herein, when either party to this Agreement has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of work (described in this Agreement, that party shall immediately give written notice thereof, including all relevant information with respect thereto, to the other party. DIRECTORS may approve revisionsto the schedule described in Exhibit B. However, should CONSULTANT request revisions to said schedule which are not approved by DIRECTORS, then the schedule described in Exhibit B shall be maintained. ARTICLE VI COST OF WORK J,' CONSULTANT agrees to perform all work set forth in Article II and to accept as payment for all said work and services the amounts stipulated in Article VII. The total payment for all work and services under this contract shall be a BASE CONSULTING FEE of One Hundred Thousand Five Hundred Seventy Dollars (;100,570), except as such BASE CONSULTING FEE and the amounts stipulated in Article VII may be modified as provided in this Article. Funding for this -BASE-CONSULTING FEE shall be split 50-50 between COUNTY and CITY. 76TS76T If it is determined by DIRECTORS during the progress of the work (5) i 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 that some of the work specified in Article II is unnecessary, then BASE CONSULTING. FEE and payment amounts stipulated in Article VII may be adjusted by an appropriate amount in accordance with the fee schedule contained in Exhibit B. If it is determined by DIRECTORS during the progress of the work that additional items -of work over and above, and not inherent in this Agreement are required, then BASE CONSULTING FEE and payment amounts stipulated in Article VII may be adjusted by an appropriate amount in accordance with the fee schedule contained in Exhibit B. Work affected by such modification shall not be started until fee adjustment and authority to proceed have been confirmed in writing by DIRECTORS except that such advance authority and confirmation may be waived by DIRECTORS when in their opinion such action is in the best interests of COUNTY and CITY. Additional items of work determined to be necessary by CONSULTANT and DIRECTORS shall be limited to that which can be accomplished for not more than Twenty -Four Thousand Four hundred Thirty Dollars (;24,430) which shall also be split 50 - 50 between COUNTY and CITY. Should the cost of such additional items of work exceed Twenty -Four Thousand Four Hundred Thirty Dollars (;24,430), then this Agreement may be amended by mutual consent in writing of all parties. The CITY's portion of the funding as seen in this Article is Sixty -Two Thousand Five Hundred Dollars (;62,500). Fifty percent of this amount ($31,250) shall be payable to COUNTY by CITY on September 1, 1992. The remaining fifty percent ($31,250) shall be payable to COUNTY by CITY on November 1, 1992. Upon completion of the work specified. in Article II of this Agreement, any unused CITY funds shall be returned to CITY by COUNTY within 45 days. 76TS76T (6) i L_J S 6 7 8 9 10 11 12 13 14 15 16 17 18 18 20 21 22 23 11 2411 25 26 27 28 = 7675767 ARTICLE VII PAYMENT COUNTY and CITY agree to pay CONSULTANT, a lump sum amount subject to the requirements of this Article, fee adjustments as may be made in accordance with Article VI, and upon receipt and approval by COUNTY and CITY of evidence of the programs of insurance required under Article XII of this Agreement. In consideration of the performance of these services, CONSULTANT will be compensated on a time and materials basis in accordance with the hourly billing rates set forth in the fee schedule contained in Exhibit B, for a maximum fee of ;100,570. This fee is based upon the work scope and level of effort presented in the attached Exhibits and includes the cost of all related technical and administrative services. CONSULTANT will revise the budget for remaining work tasks based upon the annual billing rate adjustments scheduled to go into effect August 1, 1992. It is anticipated that such an adjustment will result in an increase in the BASE CONSULTING FEE of approximately $5,000. In the event DIRECTORS request changes to the completed combined traffic model described in Article VI, and upon completion of such changes by CONSULTANT and approval of the work by DIRECTORS, COUNTY mnd CITY agree to pay CONSULTANT one hundred percent (1008) of the adjustments to the BASE CONSULTING FEE made in accordance with the ?rovisions of Article VI, for this work. CONSULTANT will submit an original and two (2) copies of. a )roperly certified invoice every four weeks based upon the time.andl iaterials expended. Payments are due on a net 30 days basis. A ervice charge of the lesser of 1-1/48 per month or the maximum (7) 76TS76T 1 allowable by law will be assessed on billings not paid when due. If 2 payment of invoices is not made within 45 days of the due date, 3 CONSULTANT reserves the right to cease work on this project until 4 such time as payment is received. 5 Should the work not be authorized in thirty y (30) days; or should changes occur in the work scope or level of effort; or should the 7 completion date extend beyond the date listed in the schedule 8 presented in Exhibit B due to circumstances beyond CONSULTANT's 9 control; CONSULTANT shall revise their work scope, billing rates, 10 budget and schedule to reflect current conditions. Such revisions 11 will be effected through amendments to this Agreement. 12 In the event of any litigation between the parties to this 13 agreement arising from this Agreement, the:prevailing party shall be 14 reimbursed for its reasonable attorney fees and costs. 15 Neithera p yment of amounts due by COUNTY and CITY nor acceptance 16 of any such payment by CONSULTANT shall constitute a waiver of any 17 claim for errors or omissions in invoices or payments. 18 ARTICLE VIII 19 OWNERSHIP OF WORK 20 Original charts, graphs, computer data, disks and/or manuals, 21 land use/socioeconomic calculation sheets, and similar data developed 22 or supplied by CONSULTANT for services performed under this Agreement 23 shall be delivered to DIRECTORS and shall become the property of 24 COUNTY and CITY upon completion of all services under this contract 25 and upon payment in full of all compensation then due CONSULTANT 26 hereunder. However, CONSULTANT shall be entitled to retain copies 27 thereof for its own records. 28 (8) 76TS76T (9) 76TS76T 1 _ -- ARTICLE IX 2 TERMINATION 3 It is not the intent of COUNTY and CITY to terminate this 4 Agreement before the completion of all items except for. sound 5 business reasons of which COUNTY and CITY shall be the sole judge, 6 and which may include but not be limited to the insolvency of 7 CONSULTANT, However, and notwithstanding: 8 A. COUNTY and CITY may at any time terminate the Agreement, or 9 any portion thereof, without liability (except as hereinafter 10 provided) by delivering to CONSULTANT written notice 11 specifying the desired termination date at least thirty 12 (30) days in advance thereof. 13 B. In the event that this Agreement is terminated, CONSULTANT 14 shall, within thirty (30) days of notification of 15 termination, complete those items of work which are in 16 various stages of completion and which DIRECTORS determine 17 are necessary to bring the work to a timely, logical, and 18 orderly. end. The originals of all fjW inished or unfinished 10 documents, computer data, studies, surveys, land 20 use/socioeconomic calculation sheets, models, photographs, 21 and reports or other material prepared by CONSULTANT under 22 this Agreement shall be delivered to DIRECTORS and shall 23 become the property of COUNTY and CITY. 24 C. In the event that this Agreement is terminated, CONSULTANT 25 shall within sixty (60) days after notification of 26 termination submit to COUNTY its termination -claim.' 27 28 (9) 76TS76T 1 ARTICLE X 2 3 DEFAULT 4 COUNTY and CITY may by written notice of default to CONSULTANT, immediately terminate the whole or any y part of this Agreement in any one of the following circumstances: 6 7 A- If CONSULTANT fails to perform the services within the time specified herein or any extension thereof; or 8 9 B. If CONSULTANT fails'to perform any of the other provisions of this Agreement or so fails to make progress as to endanger 10 11 performance of this Agreement in accordance with its terms, and -in either of these two circumstances does not cure such 12 failure within a Period of four (4) days (or such longer 13 period as DIRECTORS may authorize in writing) after receipt 14 of written notice from DIRECTORS specifying such failure; or 15 16 C. If COUNTY and CITY find that gratuities in the form of entertainment, gifts, or otherwise were offered or given by 188 1CONSULTANT or any agent or representative of CONSULTANT, to any. officer or employee. of COUNTY and CJTY with a view toward 20 securing a contract or securing favorable treatment with 20 respect to the awarding or administration of this Agreement. 21 In the event COUNTY and CITY terminate this Agreement in whole or 22 in part, as provided in this Article, COUNTY and CITY may procure, 23 upon such uch terms and, in such manner as COUNTY and CITY may deem 24 appropriate, services similar in scope and level of effort to those 25 so terminated, and CONSULTANT shall be liable to COUNTY and CITY fort 26 any excess costs for such services, which are similar in scope and 27 level of effort; provided that CONSULTANT shall continue the 28 performance of this Agreement to the extent not terminated under the (10) 76TS767 I Provisions of this Article. 2 3 If, after notice of termination of this Agreement under the Provisions of this Article, it is.determined for any reason that 4 CONSULTANT was not in default under the _provisions of this Article, 5 or that the default was excusable under the provisions of this 6 Article, the rights and obligations of the parties shall be the same 7 as if the notice of termination had been issued B pursuant to Article IX. 9 The rights and remedies of COUNTY and CITY provided in this 10 Article shall not be.exclusive and are in addition to any other 11 rights and remedies provided by law or under this Agreement. 12 ARTICLE XI 13 SUBCONTRACTING 14 Should CONSULTANT decide to enter into consulting agreements with 15 special consultants other than those named in Exhibit B for the 16 performance of specific portions of the work described in Article II, 17 then prior written approval of DIRECTORS shall be obtained. 18 CONSULTANT may enter into subcontracting agrVements without the is approval of DIRECTORS for equipment, materials, and other services in 20 connection with this work. It shall be understood that such 21 subcontracting and consulting shall be limited to specific supporting 22 items Of work and that such subcontractors and consultants are. -bound 23 to -all terms and conditions of the Agreement. In no event shall 24 CONSULTANT be relieved of any of its responsibilities under this 25 Agreement by virtue of the existence of any such subcontracting or 26 consulting agreement. _ 27 28 (11) 76TS76T 1 s 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 76TS76T ARTICLE XII INDEMNIFICATION AND INSURANCE CONSULTANT agrees to indemnify, defend, and save harmless COUNTY and CITY, its agents, officers, and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including but not limited to bodily injury; death, personal injury, or property damage including property of CONSULTANT arising from or connected with Ioperations, or services hereunder performed by CONSULTANT, its agents, or subconsultants of any tier, including any Workers' Compensation suits, liability, or expense arising from or connected with services_ performed on behalf of CONSULTANT by any .person pursuant to this Agreement. Without limiting CONSULTANT's indemnification of COUNTY and CITY, CONSULTANT shall provide and maintain at its own expense during the term of this Agreement, the following programs of insurance covering its operations hereunder. Such nrnnrAma ..i satisfactory to COUNTY's Risk Manager and CITY.And evidence of such programs satisfactory to COUNTY and CITY shall be delivered to COUNTY and CITY on or before the effective date of this Agreement. Such evidence shall specifically identify this Agreement and shall contain express conditions that COUNTY and CITY are to be given written lotice by registered mail at least thirty (30) days in advance of any adverse modification or termination of any program of insurance. A. Liability: Such insurance shall be primary to and not contributing with any other insurance maintained by or for COUNTY and CITY, shall name COUNTY and CITY as an additional insured where (12) ii 'i I• 1 2 indicated, and shall include, but not be limited to: - 1. Commercial General Liability insurance 3 covering 4 CONSULTANT's activities- including Premises -Operations, 5 Products/Completed Operations, Contractural, Broad Form 6 Property Damage, and Personal Injury with a combined 7 single limit of not less than One Million Dollars 8 (;1,000,000) per occurrence and endorsing the County and, 9 CITY as an additional insured. If the above insurance is 10 written on a Claims Made Form, such insurance shall be 11 endorsed to provide an extended reporting period of not 12 less than two years following termination- of- this Agreement. 13 2. Professional Liability insurance with a limit 14 of 15 liability of at least $1,000,000 per claim endorsed as follows: 16 17 "Insurance afforded by this policy shall apply also 18 to the liability assumed by the named insured under 19 the Agreement with the County of Los Angeles and 20 CITY for the Santa Clarita Valley Traffic Model, 21 provided such liability results from an error, 22 omission, or negligent act of the named insured, its officers, employees, agents, or subcontractors. 23 24 All other provisions of this policy remain unchanged." 25 26 3. Comprehensive Auto Liability endorsed for all owned, 27 non -owned, and hired vehicles with a combined single 28 limit of at least Five Hundred Thousand Dollars (;500,000) per occurrence, and naming the COUNTY and (13) 76TS76T i s 7 8 9 10 11 12 13 14 15 16 17 18 19. 20 21 22 23 24 25 26 a 28 II n 76Ts76T CITY as an additional insured. B. Workers' Compensation: A.program of Workers' Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers' Liability with a ;100,000 limit, covering all persons providing services on behalf of CONSULTANT and all risks to such persons under this Agreement. Failure on the part of CONSULTANT to procure or maintain or require its subcontractor(s) to procure or maintain required insurance shall constitute a material breach of contract under which COUNTY and CITY may immediately terminate this Agreement or,•at its discretion, procure or renew such. insurance and pay any and all premiums in connection therewith, and all monies so paid by COUNTY and CITY shall be repaid by CONSULTANT to COUNTY and CITY upon demand or COUNTY may offset the cost of the premiums against any monies due to CONSULTANT from COUNTY and CITY. ARTICLE XIII �•* ASSIGNMENT This Agreement, or any interest therein, including any claims for nonies due or to become due with respect thereto, may only be assigned upon the written consent of the other party and any >rohibited assignment shall be null and void. Neither party will inreasonably withhold consent of the other party's request for assignment. Any payments to any assignee of any claim under this .greement, in consequence of such consent, shall be subject to et -off; recoupment, or other reduction for any claim which one party ay have against the other. • 9 1 2 ARTICLE XIV 3 AFFIRMATIVE ACTION AND ANTI -DISCRIMINATION 4 CONSULTANT certifies and agrees that all- persons employed by CONSULTANT, its affiliates, subsidiaries, or holding companies will 5 be treated equally q Y b Y CONSULTANT without regard to or because of 6 race, religion, ancestry, national origin, or sex, and in compliance 7 with all anti -discrimination laws of the United States of America and $ the State of California. 9 CONSULTANT certifies and agrees that it will deal with its 10 subcontractors, bidders, or vendors without regard to or because of 11 race, religion, ancestry, national origin, or sex, 12 If COUNTY and CITY find that any of the provisions of this 13 Article have been violated, the. same shall constitute a material 14 breach of contract upon which COUNTY and CITY may determine to 15 cancel, terminate, or suspend the Agreement. While COUNTY and CITY 16 reserves the right to determine independently that the 17 anti -discrimination provisions of the Agreement have been violated, 18 in addition, a determination by the Califoz-Itiia Fair Employment ..19 P yment Practices Commission or the Federal. Equal Employment Opportunity 20 Commission that CONSULTANT has violated State or Federal 21 anti -discrimination laws shall constitute.a finding by COUNTY and 22 CITY that CONSULTANT has violated the anti -discrimination 23 provisions of the Agreement. 24 COUNTY and CITY may at its option in lieu of canceling, 25 terminating, or suspending the Agreement, impose damages for any 26 violation of the anti -discrimination provisions of this Article, in 27 the amount of Two Hundred Dollars (5200) for each violation found and 28 determined. COUNTY and CITY and CONSULTANT specifically agree tlat (15) )6T f 74T It 9 i li A 71 F1 :. 10 11 12 13 14 16 17 18 19 20 21 22 23 241 25 26 27 28 the aforesaid amount shall be -imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed that the aforesaid amount is presumed to be the. amount of damages sustained by reason of any such violation,. because from the [circumstances and the nature of the violation, it is impracticable and extremely difficult to fix actual damages. ARTICLE XV LEGAL RESIDENT VERIFICATION CONSULTANT warrants that it fully complies with all laws regarding employment of aliens and others, and that all its employees performing services hereunder meet the citizenship or alien status requirements contained in Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99-603). CONSULTANT shall obtain, from all covered employees performing services hereunder, all verification and other documentation of employment eligibility status required by Federal statutes and regulations as they currently exist and as they may be hereafter amended. CONSULTANT shall retain such documentation for all covered employees for the period prescribed by law. CONSULTANT shall indemnify, defend and hold harmless, COUNTY and CITY, its 1, officers and employees from employer sanctions and any other) liability which may be assessed against CONSULTANT or COUNTY and CITY or both in connection with any alleged violation of Federal statutes or regulations pertaining to the eligibility for employment of, persons performing services under this Agreement. ARTICLE XVI _ COMPLIANCE WITH LAWS CONSULTANT agrees to comply with all applicable Federal, State 76T576T 0 S 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 , 25 1 26 27 . 28 76TS76T and Local lawsr rules, regulations, or ordinances known to CONSULTANT or which CONSULTANT should reasonably be expected to know. CONSULTANT agrees to indemnify and hold COUNTY and CITY harmless from any loss, damage or liability resulting from a violation on the part of CONSULTANT of such laws, rules, regulations,.or.ordinances. ARTICLE XVII GOVERNING LAWS This Agreement shall be construed in accordance with and governed by the laws of the State of California. ARTICLE XVIII INDEPENDENT CONTRACTOR This Agreement is by and between COUNTY and CITY -and CONSULTANT and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between COUNTY and CITY and CONSULTANT. CONSULTANT shall bear the sole responsibility and liability for any and all Workers' Compensation benefits which are legally required to be paid by CONSULTANT to any persons as 35" result of injuries arising from or connected with services performed under this iAgreement. ARTICLE XIX FORCE MAJEURE Performance of each and all CONSULTANT's and COUNTY's and CITY's :ovenants herein shall be subject to such delays as may occur without :ONSULTANT's or COUNTY's and CITY's fault from acts of God, strikes, dots, or from other similar causes beyond CONSULTANT's or COUNTY's nd CITY's control. I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 20 21 22 23 24 25 26 27 28 76T676T ARTICLE XX GENERAL PROVISIONS A. The work to be performed by CONSULTANT as described in Article II shall commence as of the date hereof, provided evidence of insurance programs along with significant endorsements has been delivered and filed with COUNTY and CITY as required under Article XII of this Agreement. Upon commencement of such work, CONSULTANT's right to compensation for expenditures for such shall accrue. B. CONSULTANT agrees that COUNTY and CITY or any duly authorized representative shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, time cards, employment records, or other records relating to this Agreement. Such material, including all pertinent cost, accounting, financial records, and proprietary data must be kept and maintained by CONSULTANT for a period of three (3) years after completion of this Agreement unless DIRECTORS written pe %ission is given to dispose of material prior to this time. C. This Agreement may be amended only by mutual consent in writing of the.parties. D. Except as may be otherwise provided, all reports, communications, documents, computer files and information obtained or prepared by CONSULTANT in connection with its work hereunder shall be treated as confidential material and shall not be released or published without prior consent of DIRECTORS, nor shall CONSULTANT issue any news releases or publish any information with respect to its work hereunder (18) 1 without the prior consent of DIRECTORS. 2 E. Permission to enter any private or public property, other 3 than the property of COUNTY and CITY by or for CONSULTANT for 4 purposes of data collection or field reconnaissance shall be 5 the.sole responsibility of CONSULTANT; however, in the event 6 CONSULTANT has made a good faith effort to obtain such 7 permission and has been unable to do so, then the COUNTY and 8 CITY may assist CONSULTANT in obtaining such permission or 9 either delete or revise the work described in Article II in 10 accordance with the provisions of Article VI. 11 F. The invalidity in whole or in part of any provision of this 12 Agreement shall not void or affect the validity of any other 13 provision. 14 G. No waiver of a breach of any provision of this Agreement by 15 either party shall constitute a waiver of any other breach of 16 such provision. Failure of either to enforce at any.time, or 17 from time to timet any provision of this Agreement; shall not 18 be construed as a waiver thereof. :the remedies herein 19 reserved shall be cumulative and. additional to any other 20 remedies in law or equity. 22 H. CONSULTANT shall not place any notes, notices, stamps, or 22 other similar statements on the final traffic model documents 23 and products submitted by CONSULTANT as required under 24 Article II which seek to disclaim or limit CONSULTANT's 25 responsibility in xegards thereto. 26 27 28 II (19' 76T576T E • 1 'e 3 4 5 6 7 8 91 10 11 12 13 14 15 16 17 18 1,9 20 21 22 23 24 25 26 27 28 76TS76T ARTICLE XXI NOTICES Official notices or correspondence related to this Agreement shall be in writing and sent to the following addresses: COUNTY CITY Bruce Whitehead Lynn.Harris Planning Division Deputy City Manager/ Department of Public Works Director of Community Development County of Los Angeles 23920 Valencia Boulevard P.O. Box 1460 Suite 300 Alhambra, CA 91802-1460 Santa Clarita, CA 91355 DKS ASSOCIATES Viggen Davidian 1055 West Seventh Street Suite 2850 Los Angeles, CA 90017-2503 (20) s.; J \_ J 1 2 3 4 5 6 7 8 9 10 11 12 13 �4 15 16 17 18 19 20 21 22 23 MI 25 26 27 28 IN WITNESS WHEREOF, said CITY by order of its City Council- and said COUNTY by order of its Board of Supervisors. have caused this Agreement. for the consulting services for the preparation of a combined traffic model for the Santa Clarita Valley to be subscribed by the Mayor and Clerk of CITY and the Chairman of said Board and the seal of said Board to be hereto affixed and attested by the Clerk thereof, and CONSULTANT has hereunto subscribed its name, by and through its officers thereunto duly authorized, as of the day, month, and year hereinabove first written. COUNTY OF LOS ANGELES CITY OF SANTA CLARITA By Chairman, Board of Supervisors ATTEST: LARRY J. MONTEILH Executive Officer -Clerk of the Board of Supervisors IBy Deputy APPROVED AS TO FORM: DE WITT W. CLINTON County Counsel By ICMG; km A2.DKS 76TS76T By Mayor By City Clerk APPROVED AS TO FORM: CARL" NEWTON City Atecirney Cir, DKS ASSOCIATES By President By Secretary 0 SCOPE OF WORK DEVELOPMENT OF A CONSOLIDATED TRAVEL DEMAND MODEL FOR .SANTA CLARITA VALLEY Task 1 Develop Base Year Network Fisting base -year 1989 highway network will be updated to represent 1990 conditions. Field checks and comparisons of both City and County networks will be conducted to create an accurate representation of the arterial and street system on the ground in 1990. This would include functional classifications, continuity of streets as well as number of lanes. The network will be expanded to provide the broadest area coverage represented by City and County networks. County will supply the consolidated network data -base following review and agreement by the City. DKS will build the network, review network attributes (classifications, speeds, capacities, eta) for accuracy and will supply base -year network plots, color -coded by facility type and number of lanes. In addition, copies of the network will be supplied on computer diskettes to both agencies. Task 2 DeveloR Consolidated Zone System a The Traffic Analysis Zone (TAZ) system for both City and County models will be reviewed thoroughly in coordination with City and County staffs. A hybrid zone system consisting of a total of approximately 300 zones will be constructed The zone system will contain a level of detail generally consistent with the City model for the incorporated City area and will generally follow the County model TAZ system for the unincorporated areas. The zone system will be expanded to provide the broadest area coverage represented by City and County zone systems. A logical and workable TAZ system will be defined according to standard, acceptable modeling conventions, taking 1 into account land use types, network access, physical features, future planned facilities, etc. TAZ boundaries will be defined such that they can be aggregated to County and City defined B&T district boundaries, as well as 1990 Census Tract .boundaries. Centroid connectors will be completely re -defined for all TATs to simulate the most logical access configurations to the highway network. In most cases, if consistent with actual access configurations, more than one centroid connector will be defined for each TAZ to provide a more even access to the network. The final zone structure will be clearly delineated on a study area map base on a reproducible medium. The base map will include all model roadways, key boundaries, and other significant features. Task 3 Develo2 Base Year Land Use (LU) and Socioeconomic (SE) Data In2uuts Under the direction of DKS staff, County and City staff will develop a consolidated land use and socioeconomic input data base for 1990 conditions, consistent with the 1990 Census data. The available 1989 housing, population, employment data as well as the residential, commercial, and industrial acreage and square footage data will be reviewed for each zone. Discrepancies will be identified and resolved. The City and County will provide additional data to adjust the 1989 information to create a 1990 data base. The zonal data will then be disaggregated and allocated to the new consolidated TAZ system defined in Task 2. The Zonal data base will be constructed in a spreadsheet format and will contain the following variables for each zone: single and multiple family dwelling units, population, acreage of residential, commercial acreage and square footage, industrial acreage and square footage, number of retail and total employees, and acreages for other unique land use types. The product for this task will be the model input spreadsheet data base (hard copy.and computer diskettes). Task 4 Develop Land Use/Socioeconomic Trip Generation Capability The consolidated Santa Clarita model will have the capability of generating trips based on a land use format (acreages and square footage of land use type by TAZ) as well as a socioeconomic format (population and employment by TAZ). This will provide 9 2 the flexibility to generate trips given the availability of either formats for input data. The trip generation procedure will be created on a spreadsheet base which will contain daily trip -end generation rates by both LU and SE data. The consolidated rates will be developed based on the existing rates in the City and County models as well as rates used in other models. The trip generation module will also contain commonly used conversion factors between LU types and SE data. The product for this task will be a documentation of the rates and their development and a description of the procedure for application of the trip generation module. Task 5 Develop Intersection -Level Refinements To facilitate model validation and subsequent intersection level analysis for peak hour assignments, DKS will develop and apply intersection -specific turn penalties to reflect delays experienced by motorists at various types of intersections due to turn movements, signalization, pedestrian activity, etc. A set of standard turn penalties will be developed based.on the information provided by the City and. the County. These standard turn penalties . will be developed for a limited number. of groupings of intersections categorized by intersection type (major/major, major/secondary, secondary/collector, eta) and area type (CBD, commercial, rural, etc). Approximately 50 intersections are anticipated to incorporate tutu penalties. Task 6 Validate Base Year Peak Hour Model Assignments In coordination with County and City staffs,- using information from both previous models a set of screenlines will be developed for model validation. It is assumed that 1990 daily as well as peak hour directional traffic volumes will be provided by both agencies and no new data collection efforts are anticipated Using the consolidated input data set and the new TAZ system, AM and PM peak hour model runs will be performed AM and PM peak hour assignments will be generated. Both peak hour assignments will be validated to within 10 percent or better on all screenlines by adjusting trip generation rates, turn penalty assignments, peak other factors, and other 0 3 model variables. Additional effort will be made to validate some identified key links to within 10 percent of ground counts. The product for this task will be a validation spreadsheet summarizing each screenline and its individual facilities showing directional ground counts, model forecasts and differences by facility and by screenline total (hard copy and computer diskettes). Task 7 Develop Cumulative Daily Traffic Assignment Capability Following the validation of AM and PM peak hour models the network assignments by link for these two time periods will be saved and combined on a link -file. AM and PM trip tables in Task 5 would be developed by applying appropriate peaking factors for each peak to the daily trip table for each trip type. A residual 'off-peak" trip table will remain after this process. A model run will be performed using trip tables from the residual off-peak trip tables. by each trip type This third network assignment will also be saved and added to the previously created combined AM and PM peak assignment. The total of these three assignments by each link will produce a 0 'cumulative' daily traffic assignment. . , Task 8 Validate Base Year Cumulative Daily Model Assignment This assignment will be validated -using daily traffic volume counts on the same screenlines developed under Task 6. Proper adjustments will be made to bring model daily forecasts to within 10 percent of daily counts. Since AM and PM peak hour assignments had already been validated in Task 5, it is anticipated that the majority of the validation exercise will involve the traffic assignment of the off-peak trip tables. The product for this task will be a validation summary spreadsheet for daily traffic similar to Task 5 (hard copy and computer diskettes}. Task 9 Develop Simplified Mode -Split Capability It is understood that at this time the City and County do not wish to develop full- scale modal split capabilities for the Consolidated Santa Clarita Model. However, DKS 0 4 will develop an analytical tool in conjunction with the consolidated model to provide modal split sensitivity testing and impact analysis capabilities for this model. This process will be incorporated within the trip generation module of the model. Trip - end generation rates for each land use type reflect vehicle trip -ends and have inherent assumptions on auto occupancy and transit ridership. Using various national and local sources, a set of auto occupancy and transit ridership factors will be developed for each trip type. The trip generation module will be adjusted to provide the capability of modifying the standard vehicle trip generation rates based on these mode -split factors to enable to perform simplified, sketch -planning level modal split analysis and sensitivity testing. As an example, the benefits and impacts of increasing auto occupancy for ceratin trip types by 50 percent towards vehicle trip reduction. Or, the impacts of providing an improved transit system connecting a set of TATs can be examined by adjusting trip -table for zones served by the service. Task 10 Develop Buildout Year Network The current differences between the County and City buildout networks will be resolved These differences include functional classifications, continuity of streets as well as number of lanes. The network will be expanded to provide the broadest area coverage represented by City and County networks. The County will supply the consolidated buildout network data -base following review and agreement by the City. DKS will build the network, review network attnbutes (classifications speeds, capacities, etc.) for accuracy and will supply Buildout year network plots, color -coded by facility type and number of lanes, to both agencies. In addition, copies of the network will be supplied on computer diskettes to both agencies. Task 11 Develop Buildout Year Land Use/Socioeconomic Inputs Under the direction of DKS staff, County and City staff will develop a consolidated land use and socioeconomic input data base for the General Plan Buildout conditions for the model area. The available buildout year housing, population, employment data 5 0 as well as the residential, commercial, and industrial acreage and square footage data will be reviewed for each zone. Discrepancies will be identified and resolved. The zonal data will then be disaggregated and allocated to the new consolidated TAZ system defined in Task 2. The Zonal data base will be constructed in a spreadsheet format and will contain the following variables for each zone for the buildout conditions: single and multiple family dwelling units, population, acreage of residential, commercial acreage and square footage, industrial acreage and square footage, number of retail and total employees, and acreages for other unique land use types. The product for this task will be the model input spreadsheet data base (hard copy and computer diskettes). Task 12 MeetinLrs DKS assumes attendance at a total of six project meetings with City and/or County staff. 6 EXHIBIT B Project Stalling DKS Associates. proposes to use the following staff for the Santa Clarita Valley Model Consolidation project. All staff members are qualified planners and engineers with extensive travel forecasting model development and application expertise, especially on the TRANPLAN software package. Billing rates for all DKS staff grades in general and the following staff in particular are shown on the following page. Senior Advisor, Project Director. Viggen Davidian, PE Director of Transportation Planning Assistant Project Manger. Ian J. Pari, PE Senior Transportation Planner. Carleton D. Waters Project Engineers: Jason Osaki Sarah Lyu Azra Ghassemi David Chow 0 EXHIBIT B --page 2 DKSAssoclates Fee Schedule Effective June 1, 1991 through Jww .1, 1992 ENGINEERS and PLANNERS TECIMCUNS and SUPPORT STAFF Hourly Rate Tech Level A S 20.00 Hourly Raw Grade 1 Tech Level C $40.00 Grade 245.00 .................... ............ -... Grade 3 LYU 50.00 Grade 4 GHASSEKI-..............................55.00 Tech_Level Level .... H ..............................................:..55.00 Grade 5 OSAKI. CHOW 60.00 Grade 665.00 .. .. .......... ...................... ...... Grade 7 T.ech ..Level...L .................................................75.00 70.00 Grade 875.00 ..................... - I ....... Grade 9 80.00 Grade 10 - PARI......WUERS ..................... 19A Grade 11 90.00 Grade 1295.00 ... .............................._........1.. Grade 13 100.00 Grade 14105.00 . .................................. .. Grade 15 110.00 Grade 16 DAVIDIAN . ............ 115.00 I ....................... Grade 17 120.00 Grade 18M.00 ..............._..........I............................ Grade 19 130.00 Grade 20 135.00 TECIMCUNS and SUPPORT STAFF Hourly Rate Tech Level A S 20.00 Tech ..Level .B .................................................25.00 Tech Level C 30.00 Tech_. ..D........._....._........_ ................... I.S...0.0 Tech Level E 40.00 Tech ... LeMe.l.f................_..................__.._....45.00 Tech Level 0 50.00 Tech_Level Level .... H ..............................................:..55.00 Tech Level 1 60.00 Tech ... Lz.w.11 ..................................................._65.00 Tech Level K 70.00 T.ech ..Level...L .................................................75.00 Tech Level M 80.00 Project expenses will be billed at cost pha ten percent for service and handling. Project expenses include project -related costs such as transportation, subsistence, reproduction, postage, telephone, computer charges and subcontractor services. All invoices are due and payable within 30 days of date of invoice. Invoices oustanding Over 30 days will be assessed a 11/4 percent service charge, not to exceed the maximum allowable by law, for each 30 days outstanding beyond the initial payment period. Service charges are not included in any agreement for maximum charges. Expert witness charges are available On request. Revised 05/15)91 DYMF-feWA 0 0 11 Distribution of Budget by Hours and by Task Santa Glantz Valley Consolidated Model 19 -May -ss I Hourly Rate 11 Total Total sector Project Project Task Task Labor staff perwo Advisor Engineer Staff Hours Budget Task Description 1. Develop Base -Year Network 6 18 28 52 $3,900 2. Develop Consolidated Zona System 18 38 60 116 $2,900 3. Develop Base -Year Land Use and SE Data 16 32 64 112 $8,400 4. Develop LU/SE Trip Generation Capability 16 44 60 120 $9,180 5. Develop Intersection -Level Refinements 12 38 100 ISO $10,610 6. Validate Base -Year Peak Hour Assignment 16 44 84 144 $10,620 7. Develop Cum. Daily Traffic Assignment Capability 16 56 88 160 $11,880 8. Validate Base -Year Daily Assignment 16 36 64 116 $8,740 9. Develop Simplified Mode -Split Capability 16 32 56 104 $7,920 10. Develop Buildout -Year Network 4 8 24 36 $2,580 11. Develop Buildout -Year LU/SE Inputs 8 24 36 68 $5,120 12. Meetings 16 16 16 48 $4,160 Total Labs 1 1601 386 1 6301 1226 92,010 Direct Costs Computer (7% of Labor) y� $6,440 Pbooe/Copies/Posnge $640 Report Production $500 Travel $200 10% on Direct Costs $780 Total Direct Costs 58,560 TOTAL FEE 1oasa: 0 s 0 tN � 0- W ,ai f N ' , • ai al W N a N y , a 0 mill T D a • 8 � T v • r � Y O � Z ` x O O m L Z N 5; � � � � 3 • i v$ � v • 6 ,, �' 0 5 � � s `s u ai u? h • ?� $ 0 a $ a o$ Y g g o g$ m at to u> o> u o ri ci v 1+1 �J f� � N fV Al PI O N Y1 �G f` q O O� O� �• � % Pki.i . -H FRA N2 5. 8.1991 18735 P. 2 This Amendment to -Agreement ("endment") is made and entered into this day of 'Jun , 1992 and amends that certain Agreement dated June , 992 made and entered into between the County of Los Angeles, ity of Santa Clarita and OKS Associates regarding a computerized traffic model with supporting data for the Santa Clarita Valley ( Agreement"). Now therefore, the parties RM -MMM" The first paragraph.of Articl lines 3 to 7) is amended to read a "COUNTY agrees to pay CONSULT subject to the requirements o adjustments as may be made in VI, and upon receipt and appr evidence of the programs of i Article XII of this.Agreement The third paragraph of Az is amended to read as follows: "In the event DIRECTORS reque completed combined traffic no VI, and upon completion of su and approval of the work by D pay CONSULTANT one.hundred pe adjustments to the BASE CONSU accordance with the provision work." Section 3: as follows: vII of the Agreement (page 7, follows: T, a lump sum amount this Article, fee ccordance with Article -al by COUNTY and CITY of ,urance required under VII (page 7, lines 19 to 24) changes to the 1 described in Article changes by CONSULTANT ECTORS, COUNTY agrees to ent (100%) of the ING FEE made in of Article VI, for this The last paragraph of ArticleI2 (page 8, lines 15 to 17) is amended to read as follows: "Neither payment of amounts d e by COUNTY nor acceptance of any such paymen by CONSULTANT shall constitute a waiver of any cl ims for errors or omissions in invoices or paym nts." 1971511 FROM SW&S Lk r)ih b2 Except as herein modified a Agreement remains in full force COUNTY OF LOS ANGELES By Chairman, - Board of Supervisors ATTEST: LARRY J. MONTEILH Executive Officer -Clerk of the Board of Supervisors By Deputy APPROVED AS TO FORM DE WITT W. CLINTON County Counsel Bp 19313.1 5. 8.1991 10135 e by this Amendment, the effect. CITY OF SANTA CLARITA By Mayor By City Clerk APPROVED AS TO FORM: CARL K. NEWTON City Attorney By DKS ASSOCIATES By President By Secretary P. 3 r THOMAS A. TIDEMANSON, Dimetoe May 28, 1992 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS 900 SOUTH FREMONT AVENUE ALHAMBRA, CALIFORNIA 91803-1331 Telephone: (818) 458-5100 Ms. Lynn Harris Deputy City Manager/ Director of Community Development City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Dear Ms. Harris: RECEIVED MAY 2 8 1992 LYNN M. HARRIS okeetor of Community Dw. ADDRESS ALL CORRESPONDENCE TO: P.O.BOX 1460 ALHAMBRA, CALIFORNIA 91802-1460 IN REPLY PLEASE P-2 REFER TO FILE: COMBINED COUNTY AND CITY OF SANTA CLARITA COMPUTERIZED TRAFFIC MODEL FOR THE SANTA CLARITA VALLEY EXECUTION OF AGREEMENT Enclosed are six (6) copies of the Agreement between your City, the County of Los Angeles, and DKS Associates regarding services to prepare a combined County and City of Santa Clarita computerized traffic model for the Santa Clarita Valley. Five (5) copies of the Agreement must be signed by your Mayor, City Clerk and City Attorney as. indicated. The sixth copy is for your files. The blank spaces in the second and third lines of the first page of the Agreement will be filled in at the time of execution by our Board of Supervisors. Please return the five (5) copies of the signed Agreement by June 10, 1992. These Agreements should be directed to the attention of Mr. Conrad Green of this Division and delivered to the 11th Floor at the above street address. One fully executed copy of this Agreement will be returned to you for your files. If you have any questions regarding the Agreement, please contact Mr. Green at (818) 458-4354. Very truly yours, T. A. TIDEMANSON rector of Public Works FRLL. BLtant Deputy Director Planning Division CMG: km WP/2 Enc.