21-204 Traffic Data Service, LLC, On-Call Traffic Data CollectionOn-call Traffic Data Collection
Master Professional/Specialized Services Agreement/ Rev. August 2021
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MASTER PROFESSIONAL/SPECIALIZED SERVICES
AGREEMENT WITH TRAFFIC DATA SERVICE, LLC
1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation
(“City”), and Traffic Data Service, LLC (“Contractor”) a Limited Liability Company for On-call
Traffic Data Collection, and is effective on the last date signed below (“Effective Date”).
2. SERVICES
2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of
Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must
comply with this Agreement and with each Service Order issued by the City’s Project Manager or
his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit
A. Contractor further agrees to carry out work in compliance with any applicable local, State, or
Federal order regarding COVID-19.
2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request
Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will
submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and
Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for
the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope
of Services, Schedule of Performance, Compensation, and any other conditions applicable to the
Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized
to streamline these procedures based on the City’s best interests. Contractor will not be compensated
for Services performed without a duly authorized and executed Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on August 31, 2023
(“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate
department head or City Manager may extend the Contract Time through a written
amendment to this Agreement, provided such extension does not include additional contract
funds. Extensions requiring additional contract funds are subject to the City’s purchasing
policy.
3.2 Schedule of Performance. Contractor must deliver the Services within the time specified
in each Service Order, and under no circumstances should the Services go beyond the Contract
Time.
3.3 Time is of the essence for the performance of all the Services required in this Agreement and
in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver
the Services on time. Contractor must respond promptly to each Service Order request.
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4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services a total amount that will based upon actual costs but that will be capped so as not to exceed
$60,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and
rates included. The maximum compensation includes all expenses and reimbursements and will
remain in place even if Contractor’s actual costs exceed the capped amount.
4.2 Per Service Order. Compensation for Services provided under a Service Order will be
based on the rates set forth in the Service Order, which shall not exceed the capped amount
specified in the Service Order.
4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly
invoices must state a description of the deliverables completed and the amount due for the
preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a
requisition for final and complete payment of costs and pending claims for City approval.
Noncompliance with this requirement relieves City of any further payment or other obligations
under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to health
benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement.
Prior written approval from City is required for any subcontractor, and the terms and conditions of
this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor
and any of its employees, agents, and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability,
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unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely
liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable
to Contractor’s business including, but not limited to, federal and state income taxes. City shall
have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor.
Should any court, arbitrator, or administrative authority, including but not limited to the California
Public Employees Retirement System (PERS), the Internal Revenue Service or the State
Employment Development Division, determine that Contractor, or any of its employees, agents, or
subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts
payable under this Agreement, or to promptly remint to City any payments due by the City as a
result of such determination, so that the City’s total expenses under this Agreement are not greater
than they would have been had the determination not been made.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned
or controlled by the City, which may contain proprietary or confidential details the disclosure of which
to third parties may be damaging to City. Contractor shall hold in confidence all City information and
use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City
information as a reasonably prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out
of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the
property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor
may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may
use or modify the Work Product of Contractor or its sub-Contractors, prepared or created under this
Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
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7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available to
City for review and audit. The records and supporting documents must be kept separate from other
records and must be maintained for four (4) years from the date of City’s final payment.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein,
directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any
attempt to do so will be null and void. Any changes related to the financial control or business nature
of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City
approval. Control means fifty percent (50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this
Agreement and for one year thereafter, will reference the City’s contributions in making the project
possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers,
press releases, posters, brochures, public service announcements, interviews and newspaper articles.
No signs may be posted, exhibited or displayed on or about City property, except signage required by
law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and Contractors (“Indemnitees”), through legal counsel acceptable to City, from
and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses,
costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute
resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any
manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance of
Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary information;
(e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or
service mark or other proprietary or intellectual property rights of any third party.
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11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a
tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor
will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement.
11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’
compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the
Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor
against City or any Indemnitee.
11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order or other transaction.
11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations on
City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C,
and must maintain the insurance for the duration of the Agreement, or longer as required by City. City
will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and
endorsements evidencing the type, amount, class of operations covered, and the effective and expiration
dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and
without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s
compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations
applicable to this Agreement. Contractor will promptly notify City of changes in the law or other
conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for
verifying the employment authorization of employees performing the Services, as required by the
Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the
Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed,
color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex,
gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any
other protected classification. Contractor shall comply with all anti-discrimination laws, including
Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5.
Consistent with City policy prohibiting harassment and discrimination, Contractor understands that
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harassment and discrimination directed toward a job applicant, an employee, a City employee, or any
other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated.
Contractor agrees to provide records and documentation to the City on request necessary to monitor
compliance with this provision.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to
this Agreement and must avoid any conflict of interest. Contractor warrants that no public official,
employee, or member of a City board or commission who might have been involved in the making of
this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation
of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of
interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as
defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide
by the City’s rules governing gifts to public officials and employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other
rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns Prashanth Dullu as the City’s representative for all
purposes under this Agreement, with authority to oversee the progress and performance of the Scope
of Services. City reserves the right to substitute another Project manager at any time, and without
prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns Bob Van Boeing as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Services. Contractor’s Project manager is responsible for coordinating and
scheduling the Services in accordance with City instructions, service orders and the Schedule of
Performance. Contractor must regularly update the City’s project manager about the status, progress
and any delays with the work. City’s written approval is required prior to Contractor substituting a
new Representative which shall result in no additional costs to City.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated
for satisfactory Services performed through the date of abandonment, and will be given reasonable time
to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in
closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time
expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for
satisfactory Services rendered through the date of termination, but final payment will not be made until
Contractor closes out the Services and delivers the Work Product.
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17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Contractor must comply with the claims filing requirements under the Government Code prior to filing
a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending
resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law
and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing
party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the
Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the
Parties. Any modification of this Agreement will be effective only if in writing and signed by each
Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or
abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main
Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the
main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be
inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of
required provisions. The Parties will collaborate to implement this Section, as appropriate.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no
way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
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court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect
to the extent allowed by such ruling. All other terms and provisions of this Agreement or their
application to specific situations shall remain in full force and effect. The Parties agree to work in good
faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and
Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Office of the City Manager
10300 Torre Ave.
Cupertino, CA 95014
Attention: Prashanth Dullu
Email: PrashanthD@cupertino.org
To Contractor:
Traffic Data Service, LLC
6280 San Ignacio Ave, Suite C
San Jose, CA 95119
Attention: Bob Van Boeing
Email: tdsbay.cs.com
27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor
has full right, power, and authority to enter into and carry out all actions contemplated by this
Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally
binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which
is deemed an original and all of which, taken together, constitute a single binding instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
TRAFFIC DATA SERVICE, LLC
By
Name
Title
Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Bob Van Boening
Managing Partner
Sep 1, 2021
Bob Van Boening
Christopher D. Jensen
Sep 2, 2021
Director of Public Works
Roger Lee
Sep 2, 2021
Exhibit A
Scope of Services
The scope of work may include but is not limited to:
A.7-Day Mechanical Tube Counts
For each roadway segment subject to the Mechanical Tube Count method, the Consultant
shall install road tubes and electronic counting equipment for each street segment travel
direction for a 7-day period to collect vehicle volume, vehicle speed, and vehicle
classification data.
The Consultant shall not conduct any traffic counts on days with forecasted negative weather
conditions such as rain or on a week that includes a City-designated Holiday. The Consultant
shall not perform any traffic counts on days where normal traffic patterns are affected by
nearby construction projects or scheduled special events. Additionally, counts shall be
conducted during regular school session according to Cupertino School District calendar.
The Consultant shall inspect the tube count locations periodically. Should the counting
equipment be identified as not installed properly, become free of its installation, or impacted
by vandalism, the Consultant shall remove the equipment immediately and reinstall it per the
manufacturer's recommendations at no additional cost to City. The Consultant shall not
mount any electric counting equipment to trees.
If traffic flow is affected directly or indirectly by construction work or any other abnormal
condition at the time data collection begins, or while traffic data collection is in progress, the
Consultant shall immediately stop data collection and notify City of such construction work
or abnormal condition. The Consultant shall submit documentation of such construction work
or abnormal condition (i.e., police report, photo, video, etc.). Upon verification by City of
such construction work or abnormal condition, City shall compensate the Contractor for
services provided at the particular intersection at one-half the rate applicable to professional
services provided at an intersection in which a traffic count of the same method occur
--Deliverables�.------------------------------
•Traffic count approach data aggregated to the 15-minute time intervals for the
entire duration (7days)
•Traffic count totals per traffic approach and for the total roadway segment for
each day of the 7 days
•The peak 3-hours for each Morning, Midday, and Evening peak including the
twelve 15-minute peak intervals for each of the 7 days
•The Average Daily Traffic (ADT) volume based off of the Tuesday, Wednesday,
and Thursday counts
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
B.Peak Hour Turning Movement Counts
For each intersection subject to the Peak Hour Count Method, the Consultant shall count
each vehicular turning movement, and each pedestrian walk direction and bicycle movement
at each intersection for the Morning Peak Hour Period from 7:00AM to 1 0:00AM, and the
Evening Peak Hour Period from 4:00PM to 7:00PM. Midday Peak Period from 11 :30AM to
1 :30PM traffic counts may also be performed.
If the traffic data collected by the Consultant is inconsistent with historical traffic count data
on record with City at any intersection, City in the sole discretion of City Traffic Engineer
shall require the Consultant to recount the intersection for each or both peak periods;
Condition Diagrams for the recounted traffic data shall also be provided. If the recounted
traffic data is consistent with the Consultant's original traffic count at such intersection the
original count shall be considered validated and consistent with the second count. City shall
compensate the Consultant for the second count per the base count price included in the
proposal for both peak periods even if only one peak period was recounted. If the recounted
traffic data is inconsistent with the Consultant's original traffic count at such intersection, the
original count shall be considered VOID and no additional compensation shall be provided
for the second count.
As location for counting is identified by the City, the Consultant shall specify a list of the
turning movement equipment proposed for use on the Project.
Deliverables: •Traffic count data in Microsoft Excel spreadsheet and PDF electric format. Each
turning movement aggregated to the 15-minute time intervals for each peak
period and identify the peak hour period and its associated volume count for each.
•Diagram sketch of the intersection including:
o Intersection name
o Date and times of count
o Field conditions at time of count including weather and pavement
conditions
o Names of traffic counters and quality assurance staff
o Intersection geometry sketch including lane configurations
--o-�ie@ otes 1nclud1ng o servat1ons of-factors t at 11npact traffic counts
(i.e., overflow conditions, traffic accidents, construction, etc.), estimates
on the percentage of heavy truck traffic observed during the count and
within each peak hour interval, and any illegal traffic patterns.
o North arrow bearing
C.School Pedestrian Classification Counts
For each intersection subject to the School Pedestrian Classification Count, the Consultant
shall manually collect the vehicle turning movement counts, the number of pedestrians
City of Cupertino Traffic Data Service For: On-Call Traffic Data Collection
crossing each leg of the intersection classified by age group (school-age or adult), and the
number of times adult crossing guards enter the intersection to guide pedestrians if
appropriate.
The Contractor shall collect data for 1-hour in the morning commute and I-hour in the
afternoon commute.
Deliverables:
•School Pedestrian count data in Microsoft Excel spreadsheet and PDF electric
format.
•Diagram sketch of the intersection including:
o Intersection name
o Date and times of count
o Field conditions at time of count including weather
o Names of traffic counters and quality assurance staff
o Map sketch including lane configurations including crosswalks, traffic
control device locations, pavement messages, and limit lines
o Field notes including observations of factors that impact traffic counts
o North arrow bearing
D.24 Hour Video Bicycle and Pedestrian Data
The Consultant shall collect the bicycle and pedestrian counts on trails using a Video
Surveillance Technology. The technology used for these counts must be approved by the
City before use. All video results will become the property of the City and must be provided
in a format that is accessible by the City. The Consultant will be responsible for the costs of
processing the video and proper classification of bicycles and pedestrians.
Deliverables:
•Bicycle and pedestrian count and classification data aggregated to the 15-minute
time intervals for the 24 hours in Microsoft Excel spreadsheet and PDF format.
Spread sheet shall show the 15-minute interval totals and classification for
direction of travel/movement type.
-• Raw Vide,.,.----
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
E.72 Hour Mechanical Tube Intersection Approach Counts
For each roadway segment subject to the Mechanical Tube Intersection Approach Count
method, the Consultant shall install a minimum of two road tubes and/or electronic counting
equipment for each street intersection approach for a 72 hour period to collect vehicle
volume and/or vehicle speed data. Required data may consist of volume only (directional),
volume only (non-directional), or volume and speed (directional), throughout the 72-hours
period.
Deliverables:
•Traffic count approach data aggregated to the 15-minute time intervals for the
entire duration (72 hours)
•Traffic count totals per traffic approach and for the total roadway segment for
each day of the 72 hours
•The peak 3-hours for each Morning, Midday, and Evening peak including the
twelve 15-minute peak intervals for each of the 7 days
•The Average Daily Traffic (ADT) volume based off of the Tuesday, Wednesday,
and Thursday counts
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
•
Compensation
The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement.
Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant in any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Compensation, of the Master Agreement.
Work exceeding the total authorized amount of Service Order or the total compensation for the Master Agreement shall be at no cost to the City.
Consultant Hourly Rate(s)
The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders.
7-Day MechanicalTube Counts
Peak Hour Turning Movement Counts
School Pedestrian Classification Counts
24 Hour Video Bicycle and Pedestrian Data
72 Hour Mechanical Tube Intersection Approach Counts
City of Cupertino Traffic Data Service
Labor Category
Local/ Minor Collectors
Arterial/ Major Collectors
Local/ Minor Collectors
Arterial/ Major Collectors
Local/ Minor Collectors
Arterial/ Major Collectors
Local/ Minor Collectors
Arterial/ Major Collectors
volume only Local/ Minor Collectors ( directional) Arterial/ Major Collectors
volume only Local/ Minor Collectors (non-directional) Arterial/ Major Collectors
volume and speed Local/ Minor Collectors ( directional) Arterial/ Major Collectors
For: On-Call Traffic Data Collection
Master Agreement
Rate
·350 /location
·3 S--0 /location
11-!; /Intersection
1.L 5 /Intersection'3 0 O11ntersection4 0 () /Intersection6no /location
600 /location
1..00 /Approach
200 /Approach
1,s· /Approach
I ·7 !) /Approach ·1-so /Approach
150 /Approach
Exhibit B
Service Order Form
The Consultant shall provide services under this Master Agreement on an "as needed" basis
and only ( 1) upon written request form the City's Director of Public Works or authorized Agent
as defined in Article 8, Project Coordination and (2) as defined in fully executed Service Order.
Section 1- Service Order Initiation
A.The City Public Works Director or his designee shall provide written request for
Consultant services as defined in this agreement.
B.The City and Consultant shall discuss the proposal in detail and agree upon the terms of
the Service Order.
C.The City shall prepare a Project Service Order consistent with the City standard form,
Service Order and Attachment A. The Service Order shall, at a minimum include (1)
specific scope of services, deliverables, schedule of performance, and compensation.
Section 2- Service Order Execution
D.Both parties shall execute the Service Order as evidenced by the signature of the
authorized representative defined in Article 8 of the Master Agreement, Project
Coordination, and the date signed.
E.The Consultant shall begin work on the scope of services only after receipt of a fully
executed authorized Service Order defining those services. Consultant understands and
agrees that work performed before the date of the authorized Service Order or outside of
the scope of services once a Service Order is signed and authorized shall be at no cost
to the City.
F.The maximum compensation authorized by a single Service Order and/or the aggregate
of Service Orders shall not exceed the maximum compensation set forth in Article 4 of
the Master Agreement.
Page 16 of 17
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.
MASTER AGREEMENT #:MA Date:
Maximum Compensation:
Consultant:Firm Name:
Address:
Contact: Ph:
Email Address:
Project Name:
Description: (simple project description if appropriate)
Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance
and Compensation
City Project Management
Managing Department: Public Works Project Manager:
Fiscal/Budget :
SO Acc't #:PO #:
Project #:Date:
Approvals:
Date:
Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above
fund for the above contract as estimated and that fund are available as of this date of signature
City Finance:Date:
Consultant:
Manager:
Management Analyst
Master Agreement Maximum Compensation:
Master Agreement Unencumbered Balance:
Total Previously Encumbered to Date:
MA End Date:
Encumbrance this Service Order:
City of Cupertino Master Agreement Service Order
Insurance Requirements for Professional/Specialized Services Agreement
1
Version: Sept. 2019
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the performance and results
of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL
on an “occurrence” basis, including products and completed operations, contractual liability, property
damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a.It shall be a requirement under this agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits
shall be made available to the Additional Insured and shall be (1) the minimum
coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits
of coverage of any insurance policy, whichever is greater.
b.Additional Insured coverage under Contractor's policy shall be "primary and non-
contributory," will not seek contribution from City’s insurance/self-insurance, and shall be
at least as broad as ISO CG 20 10 04 13
c.The limits of insurance required may be satisfied by a combination of primary and umbrella
or excess insurance, provided each policy complies with the requirements set forth in this
Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary basis for the benefit of City before
the City’s own insurance or self-insurance shall be called upon to protect City as a named
insured.
2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has
no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less
than $1,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation: As required by the State of California, with Statutory Limits, and
Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
(Not required if Contractor provides written verification it has no employees).
4.Professional Liability. Insurance which includes coverage for professional acts, errors and omissions,
with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).
If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires
and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to
be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising
out of the Services performed by or on behalf of Contractor including materials, parts, or equipment
furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not
EXHIBIT C
Insurance Requirements
Professional/Specialized Services Agreement
Insurance Requirements for Professional/Specialized Services Agreement
2
Version: Sept. 2019
available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later
edition is used.
Primary Coverage
For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least
as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be
excess of Contractor’s insurance and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may
acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related
investigations, claim administration and defense expenses within the retention. The policy shall provide, or
be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an
A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better.
Claims Made Policies (applicable only to professional liability)
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
2. Insurance must be maintained for at least five (5) years after completion of the Services.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of the Services.
Verification of Coverage
Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies
of the policies effecting the coverage required by this Contract), and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the
Services. City retains the right to demand verification of compliance at any time during the Contract.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional insured on insurance required from
subcontractors.
Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City
reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer,
coverage or other special circumstances.
Policy # SERCAD394218111-002
Traffic Data Service for On-call Traffic Data
Collection
Final Audit Report 2021-09-02
Created:2021-08-31
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAlUjUVtetqqEq4O7wau1_JSPgrvCkLYvz
"Traffic Data Service for On-call Traffic Data Collection" History
Document created by City of Cupertino (webmaster@cupertino.org)
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Agreement completed.
2021-09-02 - 3:09:34 PM GMT