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Key-Data-Network ~ C200024 DocuSign Envelope ID:3C6F465B-A9EA-477D-852E-OOE10A5lB35F CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT ON-CALL TRAFFIC COUNT SERVICES C200024 AMENDMENT #2 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and All Traffic Data,hereinafter referred to as Contractor, entered into on the 29`'day of August,2019, is hereby amended as follows: 1. EFFECTIVE DATE AND DURATION Section 2 of the Contract is amended to provide that the expiration date is August 31, 2023. 10. METHOD &PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery,mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses will be used to transmit notices,bills,payments, and other information: WCEITY OF TiGAm = ALL TRAFFIC DATA Attn: Christina Zel4 er Courtney Furman Attn: Conley Bergh Address: 13125 SW Hall Blvd Address: 9660 West 44`'Ave Tigard, OR 97223 Wheat Ridge, CO 80033 Phone: (503) 718-2468 2442 Phone: (503) 804-3294 Email: _ er-.eo Email: conleyberghgalltrafficdata.net Courtney.furmanktigard-or.gov Except as expressly provided in this contract amendment, all other terms remain unchanged IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD ALL TRAFFIC DATA 0 ftd t+r: cu34-.4 by 11:L t�GCCr9itLi SAKE... e�IRt]C�i2L... Signature Signature Steve Rymer Conley Bergh Printed Name Printed Name 7/25/2022 7/25/2022 Date Date City of Tigard CONTRACT CHANGE ORDER 13125 SW Hall Blvd. AMENDMENT SUMMARY Tigard,Oregon 97223 Phone- (503) 639-4171 FIELD CHANGE ORDER FORM Fax- (503) 684-7297 www.tigard-or.gov Project Title: On-Call Traffic Count Services Project Manager: Christina Zellmer Contractor: All Traffic Data Original Contract #: C200024 Effective Dates: 1/1/2020— 8/31/2021 Chane Order/Amendment Amount: 0.00 Accounting String: Amendment Percentage Running Total: AMENDMENT DETAILS Original Contractor,Key-Data-Network,was bought out by All Traffic Data. Updated contractor name and all Contact info. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT . BUDGET IMPACT AND REQUIRED ACTIONS REQUESTING PROJECT MANAGER APPROVING C1^STAFF Signature Si ature 9/21/2020 Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules,regulations,and laws that may be in effect for the Signature work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember —the cumulative total of Amendments cannot exceed the project's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT ON-CALL TRAFFIC COUNT SERVICES C200024 AMENDMENT #1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and Key Data Netweflt All Traffic Data, hereinafter referred to as Contractor, entered into on the 29`' day of August,2019,is hereby amended as follows: 10. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery,mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses will be used to transmit notices,bills, payments, and other information: CITY OF TIGARD a M IF ALL TRAFFIC DATA Attn: Christina Zellmer Attn: Step h....:.. Befg,- Dawn Boivin Address: 13125 SW Hall Blvd Address: Tigard, OR 97223 9660 West 44`''Ave Tualatin, OR 9:7062 Wheat Ridge, CO 80033 Phone: (503) 718-2468 Phone. (303) 216-2439 Email: christinaz&tigard-or.gov Email: _ dawnboivin@alltrafficdata.net Notice will be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills, and payments are to be given by giving written notice pursuant to this paragraph IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD ALL TRAFFIC DATA C Signature Signature Martha Wine Dawn Boivin Printed Name Printed Name 9/21/2020 8/27/20 Date Date s August 25, 2020 City of Tigard Key-Data-Network Attn: Stephanie Bergh 5477 SE Joshua St Tualatin OR 97062 REF.: On-Call Traffic Count Services Period: September 1, 2020 through August 31,2021 CONTRACT NOTICE OFA ARO -RENEWAL Contract # C200024 Dear Stephan Bergh, The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its first (1) one- year extension to the Contract effective from September 1, 2020 through August 31, 2021. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with Key-Data-Network. Sincerely, Jamie Greenberg Purchasing Specialist 503-718-2492 Jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms,and conditions as set forth in the above referenced Contract.Company: "l°� WOYl- - Signedt�'t.'(,�, a&jZL' Date: Printed: S-,�Li-C CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM (THIS FORM MUSTACCOMPANYEVERY CONTRACT Contract Title: On-Call Traffic Count Services Number: Contractor: Key-Data-Network ' Contract Total: NTE$100,000 Contract Overview: On-call contracts for providing traffic counting services:Traffic volume counts, turning movement counts,and pedestrian and bicycle counts with approach summaries,' Initial Risk Level: Fj Extreme r-1High ❑ Moderate' Low Risk Reduction Steps; Risk Comments: Risk Signature: Contract Manager: Christy Zellmer Ext: 2468 Department: PW/Engineering Type: Z Personal Svc ❑ Professional Svc .Architectural Mgr ❑ Public Imp ❑ General Svc ❑ Engineering Svc ❑ Other: Start Date: 8/29/2019_End Date: 8/31/2020 Quotes/Bids/Proposal: FIRM _ AMOUNT/SCORE Key-Data-Network 1 Quality Counts 1 All Traffic Data 3 Account String: Fund-Division-A�!RggI )Urk Order—Activity Type Amount FY PO will determine FY FY FY FY, Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signature: After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract Number_ CITY OF TIGARD, OREGON PERSONAL SERVICES CONTRACT ON-CALL TRAFFIC COUNT SERVICES THIS AGREEMENT made and entered into this 29`' day of August,2019 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Key-Data- Network,hereinafter called Contractor. RECITALS WHEREAS, the City's 2020 fiscal year budget provides for services related to traffic counts; and WHEREAS,City has need for the services of a company with a particular training,ability,knowledge, and experience possessed by Contractor, and WHEREAS, City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth, THEREFORE, the Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor will initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A,incorporated herein by reference. 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on August 31,2020,unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. The City and Contractor may agree to four (4) additional mutual option years. The Contract may submit revised pricing prior to the mutual acceptance of any option year. The total life of the contract will not exceed either five (5) years in length or a total value exceeding One Hundred Thousand Dollars ($100,000.00) 3. COMPENSATION The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A. All work will be based on a per assigned project basis. The total amount paid to the Contractor by the City may not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) under the terms of this Agreement. Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice, subject to the approval of the City Manager,or designee,and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. Contractor must make payments promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Contractor will pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor. H. If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner does not relieve Contractor or their surety from obligation with respect to any unpaid claims. I. Contractor will promptly, as due, make payment to any person, co-partnership, association,or corporation, furnishing medical,surgical,and hospital care or other needed care and attention, incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract,or agreement for the purpose of providing or paying for services. J. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. K. Contractor must obtain,prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31 st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. L. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council. 4. OWNERSHIP OF WORK PRODUCT City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or FY 2020 PSA—On-Call Traffic Counts 2 1 C, . pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement, Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 7. CONFLICT OF INTEREST The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. 8. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of a Contractor's work by City will not operate as a waiver or release. FY 2020 PSA—On-Call Traffic Counts 3 Contractor agrees to indemnify and defend the City, its officers, employees, agents, and representatives and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments, or other costs or expenses,including attorney's fees and witness costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies),that may be asserted by any person or entity which in any way arise from, during, or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. 9. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor must provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor will obtain,at Contractor's expense,and keep in effect during the term of this contract,Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 B. Commercial Automobile Insurance Contractor must also obtain, at Contractor's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence may not be less than$2,000,000. If Contractor uses a personally-owned vehicle for business use under this contract, the Contractor will obtain, at Contractor's expense, and keep in effect during the term of the contract,business automobile liability coverage for all owned vehicles on an"occurrence" form. The Combined Single Limit per occurrence may not be less than$2,000,000. FY 2020 PSA—On-Call Traffic Counts 4 ':' C. Workers' Compensation Insurance The Contractor, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law must comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. D. Additional Insured Provision All required insurance policies, other than Workers' Compensation and Professional Liability, must name the City its officers, employees, agents, and representatives as additional insureds with respect to this Agreement. E. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M.Best rating of"A-VII" or better,or equivalent. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. F. Self-Insurance The City understands that some contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If Contractor is self-insured for commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. G. Certificates of Insurance As evidence of the insurance coverage required by the contract, Contractor will furnish a Certificate of Insurance to the City. No contract is effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the below address prior to coverage expiration. H. Primary Coverage Clarification The parties agree that Contractor's coverage is primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. FY 2020 PSA—On-Call Traffic Counts 5 I. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability,professional liability,pollution,and errors and omissions policies required by this Agreement. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd. Tigard, Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement. 10. METHOD & PLACE OF SUBMITTING NOTICE BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery, mail, or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The following addresses will be used to transmit notices, bills,payments, and other information: CITY OF TGARD KEY-DATA-NETWORK Attn: Christina Zellmer Attn: Stephanie Bergh Address: 13125 SW Hall Blvd Address: 5477 SE Joshua St Tigard, OR 97223 Tualatin,OR 97062 Phone: (503) 718-2468 Phone: (503) 594-4224 Email: christinazoa tigard-or.gov Email: ste hanied k-d-n.com Notice will be deemed given upon deposit in the United States mail,postage prepaid,or when so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills, and payments are to be given by giving written notice pursuant to this paragraph. 11. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. FY 2020 PSA—On-Call Traffic Counts 6 " 12. MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement will be effective unless and until it is made in writing and signed by both parties. 13. TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 14. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if there is an assignment for the benefit of creditors of Contractor. Any such termination of this agreement under paragraph (A) will be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement, or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, FY 2020 PSA—On-Call Traffic Counts 7 ' provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 15. ACCESS TO RECORDS City will have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 16. HAZARDOUS MATERIALS Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon OSHA Hazard Communication Rules,if any goods or services provided under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical under normal conditions of use(for example,employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets,the identity of the chemical/s,how Contractor will inform employees about any precautions necessary,an explanation of any labeling system, and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or mark such goods. 17. FORCE MAJEURE Neither City nor Contractor will be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause;provided that the parties so disenabled will within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each party will,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 18. NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 19. HOURS OF LABOR, PAY EQUITY In accordance with ORS 27913.235, the following are hereby incorporated in full by this reference: A. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week,except as provided by law. For contracts for personal services,as FY 2020 PSA—On-Call Traffic Counts 8 !' s1 7. defined in ORS 279A.055,Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. B. Contractor must give notice in writing to employees who work on a public contract,either at the time of hire or before commencement of work on the contract, or by positing a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. C. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage, salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage, salary, benefits or other compensation with another employee or another person. D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. 20. NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336);and D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 21. ERRORS Contractor will perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 22. EXTRA(CHANGES) WORK Only the City's Project Manager for this Agreement may change or authorize additional work. Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to adjust the contract price or contract time due to such unauthorized extra work and Contractor will not be entitled to compensation for the performance of unauthorized work. FY 2020 PSA—On-Call Traffic Counts 9 '' 23. WARRANTIES Contractor will guarantee work for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures,workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement, will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and be free and clear of any and all liens, claims, mortgages, security interests,liabilities, charges,and encumbrances of any kind. 24. ATTORNEY'S FEES In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement, each party is responsible for that party's own attorney fees, expenses, costs and disbursements for the action, suit,proceeding, or appeal. 25. CHOICE OF LAW VENUE The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S. District Court for Oregon,Portland. 26. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 27. CONFLICT BETWEEN TERMS In the event of a conflict between the terms of this Agreement and Contractor's proposal,this Agreement will control. In the event of conflict between a provision in the main body of the Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will control. 28. AUDIT Contractor will maintain records to assure conformance with the terms and conditions of this Agreement and to assure adequate performance and accurate expenditures within the contract period. Contractor agrees to permit City, the State of Oregon, the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 29. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may terminate the Agreement. FY 2020 PSA—On-Call Traffic Counts 10 '' . 30. COMPLIANCE WITH TAX LAWS Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge,not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316,317,and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF IGARD KEY-DATA-NETWORK B : B Name: f Wll Name: Title: Title: bust S,� Date: d Date: 3 FY 2020 PSA—On-Call Traffic Counts EXHIBIT A SERVICES TO BE PROVIDED The Contractor will perform traffic volume counts, turning movement counts, and pedestrian and bicycle counts with approach summaries (according to the spec sheet in Attachment A). Contractor can elect to use either video/sensor,manual counts, or other technology as long as the data requested is sufficiently captured. Type of counts may include: • Traffic volume • Turning movement • Pedestrian and bicycle counts with summary The City has annual pedestrian and bicycle counts in the spring at approximately 45 locations around the city, with one additional site counted quarterly. The City would like to have these sites ideally counted the same day (except for seasonal count site), however if that is not feasible it is acceptable to have them done at other listed dates at the same time of day(see Attachment A). Quarterly Count: A 4-hour count (2-6 PM divided and summarized into 2 count IDs (2-4 and 4-6 PM) in August, November, February and May at 99W/Greenburg-Main (Station ID 36) conducted on a fair weather mid-week weekday (Tuesday,Wednesday, or Thursday). Traffic volume and turning movement counts would be requested on an as-required basis,along with any additional pedestrian and bicycle counts. Deliverables: • For traffic volume and turning movement counts, count data must be delivered in electronic format (PDF and/or Excel/CSV). • For Pedestrian and Bicycle counts, compiled count data must be delivered in electronic format (Excel/CSV). The spreadsheet must have each record identified by its Station ID and Count ID. A field name data dictionary must be provided to translate field names to the attribute list in Attachment A. FY 2020 PSA—On-Call Traffic Counts 12 K-D-NProposal Tigard Traffic Counts On-Call Services July |1. 2O1S EXHIBIT CONTRACTOR'S PROPOSAL KEY-DATA-NETWORK PROPOSAL FOR KRFP TRAFFIC COUNTS ON-CALL SERVICES CitvVfllgerd—Pub|iCVVorks A1tn:]De Barrett, Business Manager 8777SWBurnham Street Tigard, OR 97223 KEY DATA NETWORK IS "KEY PEOPLE, SERVING KEY CLIENTS'' We will commit Key Data Network resources to exceeding your expectations and improving the value of data we uu|1eot. Personal service defines our company, so you know providing the most accurate data for the City mfTigard will beour priority, Here are three examples that distinguish Our firm as the first choice for this contractaward. 1 Our highly qualified team of professionals are eager to perform the data collection prograrn for 2Q1Aand longer, The diverse background ofour team includes defining and executing field aumeya, many years of transportation project mmnagennent, all types of statistical data analysis and reporting, and varied educational experiences. 2- yVeexpect to be the most efficient proposal with local staff, !mw overhead, and accurate methods formaximizing the contract funds. 3- Prior experience of1Syears inthe Tigard area should provide alevel ofconfidence inKDN'm performance ofthe main tasks mthe scope ufwork described inthe RFP. A. PR()POSER'S QUALIFICATIONS & EXPERIENCE K,C-N is Portland's most m*|ieb|e provider ofdata collection services. Our staff have been managing and collecting traffic data [Or over '14 years in the Portland area. We are"Key people serving Key clients.' focused on the highest quality data, responsive customer service, and u*||ebi|ity. Stephanie Bergh will have contract responsibilities and administrative responsibilities. Her office management role will keep the team orgmnize6and prepared for their tasks. Conley Bergh is the KDN point of contact for the City and will be responsible for project operational execution, He will be leading the K-D-N team to ensure our client will receive appropriate service and necessary support from the ideal team members. His focus onmanagement ofthe overall project requirements includes training and technically preparing staff tomeet the project requests and deadlines. K-D-N, the employees and the owners have been allowed the opportunity to serve 15 different public and private clients inthe Portland area since the company was formed inMay 2Oi6 Our firm, staff and the proper equipment are well suited for meeting the project schedule and budget. Aaevidence ofour reliable service and staying within budget, we have been involved with many pru)eutom/ith Port of � K-D-NPnopoom| Traffic Counts On-Call Services July 11. 2O1Q PorUand, DK8 Aosmoiabsm. City of Beaverton, City of Tualatin, Washington County. and [)DOT transportation engineers from Salem and Portland offices, We regularly conduct more than 30 counts per day and have successfully conducted studies with up to 75 sites in o week. For example, on the Bend Parkway (US 97) study we conducted about 75 video studies it) 3mid-weekdays (including roundabouta). |nJu|y2O19for the TSPupdate forCity ofNevpn­ae conducted 80 counts in a single day, These projects and others have spanned the entire northwest region to include cities throughout Oregon, VVaohinQh}n, and Idaho. City OfBend / ()[}(]Tstudy using automated sensors for\/ehic|e/Pedestri@D/BiCVC|e data K-D'N is currently contracted tomanage fie|d work and equipment deployment for temporary count stations in Bend. Oregon Conley Bergh coordinates weekly basis with City of Bend staff to conduct field vvorkvvith advanced technology using non-intrusive sensors. The primary equipment are Eco- Counter devices inmta||ed with pneumatic hoses and infrared radar to automatically count bike trail and sidewalk pedestrians and bicycle usage, Earthquake Ready Burnside Bridge \/ehicle/PedeSt[i@D/Bicycle Study -Pa[a[OetMx K-D-N was contracted to study 26 intersections for turn movement counts in Portland. Conley Bergh organized site maps and coordinated with Derek Cummings and Brett Bailie toconduct field work with videoequipment- Field data collection was a short-term effort to complete within a single day. Video data was also collected at7 bridge locations and then later reviewed bytechnicians tooummarize vehicle counts by FHVVA 13type o|aseificaions with padestr|an/biryo|e/scooterdaba. Project was completed on-time and on budget, B. UNDERSTANDING & APPRO4CA COLLECTING VEHICLE VOLUME, TURNING M[)VEMENT, AND PE[}ESTFl|AN COUNTS K-D'N has experience and capacity to conduct'the field data collection work to provide all transportation type data studies. As requested, K-D-N will work collaboratively with the City of Tigard staff to perform the field data collection and provide traffic data raports according to the Pedestrian Bicycle Count Specs, To conduct field work in various areas across the c|ty, we will use our experienced field staff to travel as needed and primarily their timewill be used forfield equipment setup. Our main office is within ten minutes which makes 'this work easily accessible, To meet field data collection requirements; we one capable of collecting 45 video based surveys in a single day. Our current team and equipment resources a||mm ustocollect and store video data to be used for review and processing in acontruUed office. The staffing needed primarily consists ofthree people for this project. in addition to'the local owners Stephanie and Conley Bergh; Derek Cummings has worked in the area since 2004. primarily managing operations for Quality Counts in TiQani. DR until joining K-[-N in 2016. Using HE, capable cameras that are designed in'houae, wehave the inventory and technology that ia designed for the most accurate intersection and pedestrian studies, We provide video backup copies or store the data for up to a year for backup and verification of data reports. Video data collection is used as 2 K'O-NProposal Tigard Traffic Counts On-Cali Services Ju|y11. 2019 Initial stop, followed byeither manuaUy viewing and summarizing data or machine vision data processing. We have primarily used JemarTeohno|mgkae equipment for bi-direodono| home oounts, which offers many detailed Study report options and high quality field equipment. We will verify all count dates with city staff to avoid special events or other circumstances that may skew data. Although vveexpect reliable data collection on schedule, 'if any conflicts or anomalies reau|t, wem/iU contact someone to discuss the options 1ncollect the data without impacting project schedule urbud8et, While collecting field data our staff keep records of each location and designate the placement of equipment with paper diagrams that are cross referenced byGPS, Communication and public awareness measures are |mportant toconsider prior to beginning work. Our equipment has clear labeling todesignate itfor traffic studies. Keeping security orlocal agency officials aware of our equipment setup schedule and general purpose has led to minimal field work concerns frorn the local agency representatives. We provide cur turn movement counts in both PDF and Excel electronic honned. in eddition, our reports include a peak hourdisanam and statistics. For traffic volume our report is provided in both PDF and Excel. Regarding the Pedestrian and Bicycle counts wehave read and understand tile reporting requirements, We will provide'this Pedestrian and Bicycle data in electronic format (Exce!/CSV) and ensure'the requested Station and Count |D labeling is included on the spreadsheets. We understand and will meet all the requirements in the Deliverables section I::Brett=Bailie STAFF SPECIFIC EXPERIENCE Conley Bergh. Operations Manager, and Derek Cummings, Field Supemiaor, have worked together in the industry for over 13 years. We have a solid working relationship that improves our ability to complete projects efficiently, We have proven Our ability to conduct the neceSS2ry number of observation studies per week that will be required to complete the Scope of Work. The experience on ourteam as well as familiarity with the study areas across the citywide area, will make sure the ongoing work iaconsistent with prior years. This will also allow uatorefine our processes each year boimprove reliability and consistency inthe data collected. - Conley Bergh will provide oversight on key project decisions as well as main contact for communication with the City. After 14years ofbusiness management intransportation data co||eot|on, his project role includes multiple aspects to ensure project execution and client satisfaction. 3 K-D-N Proposal Tigard Traffic Counts On-Call Services July 11, 2019 - Derek Curni-nings is KDN's rnosl experienced project rnanager and will work directly on this work for the contract duration. Derek has performed thousands of traffic counts for Washington, Clark, and Clackamas Counties. For over 112 years he has been a key staff person for field supervision and project management of transportation data collection for his previous employer. C. COSIF PROPOSAL ❖ Not-to-exceed price $100,000 Turn Movement study with pedestrian and bicycle c, $140 per 2-hour count site o $50 per hour for additional study hours Traffic volumelspeedlclassification study with bi-directionai 2-4 lane data * $120 per 24-hour count site * $50 per additional 24-hour continuation ❖ Pedestrian and bicycle with summary * $100 per 2-hour count site * $30 per hour for additional study hours ❖ Reimbursable Expenses o None noted D. REFERENCES Reference Contact Persow StacyShe',der,Washington (Iounb" !'Clephone: 5,0343-16-7947 Contact Person.: Telephorw: ,)rc L )i ectzContra ctTitle: 2 004 to 2 0'5 a n n alaltraffic da to at 300 1 ocan o us Dervk Cu in in ings PM Reference Contact Person: Don R.Crowrover,ODOT Alternate Reference Contact Person: April Chase Project'Contract Title:49 roadway traffic Reference Contact Person: Phil Healy,Port of Portland Te 1(2 n h o n e.:503-415-651' Fax: Alternate Reference Contact Person: Mike Coienian Pro ont-act Conlev Bergh PM 4 K{]-NProposal Tigard Traffic Counts On-Call Services Ally 11.2O1D Alternate Reference Contact flerson: EMPLOYEE SAFETY PLAN ` K-D-N has a perfect record of OSHA reported irjuries, and our employees have not been involved with neported |rduries for their many years while conducting data collection projects. We aim to emphasize safety as ^AValue for Life" bydemonstrating safety pnoomduresfrom the management huall employees. Being ready for prevention of problems is the start ofour field employee safety plan. When site observations are done across the abate there are different climates to consider for weather, drivers to give proper notice Of surveyor ahead and training to provide on many possible areas of safety. We remind staff to be prepared with the following procedures prior to beginning project work: -Check-in/check-out procedures for staff while traveling and performing lie|d work -Provided ce|| phone for any emergencies 'VVe use OSHA provided safety and health training to prevent haat |||ness 'Our safety message comemdown tothree key words-, Water. Rest, Shade." All employees will be required to present a valid Driver's License and submit 3-year certified driving record from the Oregon OK0V. Oregon |am/and KDN's staff do not permitdimtruoted dhvinQ, vvMi!e holding or using an electronic device. Field staff will be required to start their navigation programs while the vehicle is legally parked before heading totheir next ubsemation site. Drivers know our company has ZeroTo|eranom for alcohol consumption during bua|naon hours. Vehicles are maintained byaprofessional mechanic shop, with upkodate maintenunoeand inspections. Field staff will Dark in the nearest legal parking spot and walk tothe site when reasonable. For rural locations the vehicle should be parked in the nearest turnout vvhena the vehicle can be completely off of the roadway. For vehicles parked a|ong the roadway. field staff will met up e aafework zone using three safety cones behind the vehicle and will turn on the vehicle's flashing amber warning light and four-way flashers. Field staff wil!wear ANSI Class 2 safety vests and stand on the sidewalk when available. - ' K-D-N Proposal Tigard Traffic COLIMS On-Call Services July 11, 2019 OVERVIEW OF PROJECT RISKS i) Cor experience has taught that following proper equipment setup requiren7ents and selecting proper locations for observation studies will decrease the chance of redo vvonk. bocreaseo' redo work will add safe(y risk with additional time spent for field work and driving. ii) Key Staff and[Von-Key Staff are engaged with enough overlapping tasks to work in 1-lace of another teammate, unless an area of expertise is required. We will keep this as a priority to,, hours within budget and schedule planning. iii) Inclement weather is not something that can always be predicted and could cause the data to be i17CO17SiSten,[cornPa red to previous data. The best plan to avoid this issue i.s reviewing a weather forecast before fie/d work begins, and if necessary we would delay data collection until a oredicted storm has passed. SMALL BUSINESS PARTICIPATION PROGRAM i. We are certified by the State of Oregon as a disadvantaged, women-owned, small business, DBE, WBE, ES8, #10318 ii. This contract will be entirely managed: supervised, and staffed by a local Oregon based small business, KDN. CONICLUSION We look fors-'ard to working with City of Tigard and supporting your efforts to improve traffic safety for all drivers and cedestrians. We are confident that we can meet the challenges ahead, and stand ready to partner with YOU in delivering an excellent data and analysis service. If yoLl have questions on this proposal, feel free to contact Stephanie Bergh at youi convenience by email stephanie@k-d-n.com or by phone at 503-594-4224. Thank YOU for your consideration, _n Stephanie Bergh j Business Manager 6 ATTACHMENT A Tigard Pedestrian Bicycle Count Specs -Spring 20XX Count Time Condition Location S ecs Locations See Map and Location Description List Target Dates Mid May Time Periods (See Attachment B for time periods) Generally 2-4,4-6 pm Tuesday,Wednesday, or Thursda Time Period for Quarterly 2-6 PM on a Tuesday,Wednesday, or Thursday Recurring Site Duration See Attachment B Weather Fair to Sunny. If rainy day, reschedule Data to Collect Attribute Description Station ID As per spreadsheet Attachment B and map Attachment C Count ID Unique count identifier provided by vendor Location Description If different than specified location description General weather conditions Temperature Count Date Start time Stop time Bike Facility at count site Bike Lane,Bike Path-Trail, Shoulder,Bike Boulevard Sidewalk on Both Sides, Sidewalk on One Side,No Sidewalk, Ped Facility at count site Trail-Path Bike two hour total Bike percent male Bike percent female Bike percent unknown gender Bike total major street (if at intersection) Bike total minor street (if at intersection) Pedestrian two hour total Pedestrian percent male Pedestrian percent female Pedestrian percent unknown ender Pedestrian total major street (if at intersection) Pedestrian total minor street (if at intersection) Wheelchair two hour total Wheelchair percent male Wheelchair percent female Wheelchair percent unknown ender Wheelchair percent major (if at intersection) street Wheelchair percent minor (if at intersection) street Other two hour total Other being electronic scooters, skateboards,or other similar type Other percent male Other percent female Other percent unknown ender Other total major street (if at intersection) Other total minor street (if at intersection) Data collector initials Any applicable surveyor notes (e.g., accident, signal problems,or Survey comments other factors impacting count survey Count Types Defined Intersection Count all peds/bikes/other that enter the defined intersection. Direction of travel is not needed Road and/or Trail Segment Count all peds/bikes/other that cross the cut line as described in the count list Delivery of Count Data Must be spreadsheet file (Excel/CSV) containing the above identified attribute data by Site ID and Count ID. Include a data dictionary to explain any field names to the above spec list.