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AMENDMENT NO. 2 TO AGREEMENT FOR DESIGN
SERVICES FOR INTELLIGENT TRANSPORTATION
SYSTEM (ITS) AND TRAFFIC OPERATIONS CENTER
TRAFFIC CONTROL SYSTEM (TCS) DESIGN BY AND
BETWEEN THE CITY OF ARCADIA AND TRANS CORE
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and TransCore ITS a Delaware corporation with respect to
that certain Professional Services Agreement between the parties dated June 28, 2006
( "Agreement ").
The parties agree as follows:
1. The Scope of Work is hereby amended to include, without limitation, a change
order in the amount of $9,500 for additional work and modifications to the
contract as follows:
TransCore to design additional field elements for the City of Arcadia's
Advanced Transportation Management System to include the design of a
video detection system installation for the intersection of Huntington Drive and
Baldwin Avenue.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date set
forth below.
CITY OF ARCADIA
TRANS CORE ITS, LLC
By: RETAOI By: ��� /�
William R. Kelly, City Manager Name W! Ge ovr1 Z
Dated: dM 12007 VIC-e ,Pre s1deh i-
Title
TEST: CONCUR:
A nLVVW 616b,7
City C erk Don Penman, Assistant City Manager/
Development Services Director
APPROVED AS TO FORM!
ti„ o. l)-e�
Stephen V. Deitsch, City Attorney
AMENDMENT O. 1 TO AGREEMENT FO DESIGN`
SERVICES FOR INTELLIGENT TRANSPORTATION
SYSTEM (ITS) AND TRAFFIC OPERATIONS CENTER
TRAFFIC CONTROL SYSTEM (TCS) DESIGN BY AND
BETWEEN THE CITY OF ARCADIA AND TRANS CORE ITS
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and TransCore ITS a Delaware corporation with respect to
that certain Professional Services Agreement between the parties dated
JUNE.28.,' 2006 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.3 Fees and Payments of the Professional Services
Agreement, the total compensation is increased by $18,000.00 for a new
Total Compensation Due of $324,976.00.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
By: ut=J
William R. Kelly, City Manager
Dated: U 2006
APPROVED AS TO FORM: 4
(). o�
Stephen P. Deitsch, City Attorney
TRANS CORE ITS, LLC
By:
Name #&Aae/ R IW arj �z
Vice. Rys1 do" E
Title
CONCUR:
_Dm Feir
Don Penman, Assistant City Manager/
Development Services Director
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ZBthday of 11un 2 2006 by
and between the City of Arcadia, a municipal organization organized under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City") and TransCore ITS, LLC, a Delaware Corporation with its
principal place of business at 626 Wilshire Blvd., Suite 818, Los Angeles CA 90017
( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing design of traffic control
center and ITS coordination services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Santa Anita Avenue
Corridor II Intersections Project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the design of traffic control center and ITS coordination
services necessary for the Project ( "Services "). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from June 26, 2006 to
December 1, 2007, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all rimes be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Charles Dankocsik.
3.2.5 City's Representative. The City hereby designates Don Penman, Assistant
City Manager/Development Services Director, or his designee, to act as its representative for the
performance of this Agreement ( "City's Representative "). City's Representative shall have the
power to act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or his designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Charles
Dankocsik, or his designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employ. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
I
rovided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such. laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
Revised 8/04 LM
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Contractor's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations; (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant
is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self - insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $2,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
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3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liabilitv. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liabilitv. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liabilitv
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
Revised 8104 LM
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3.2.10.5 Separation of Insureds: No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses. The Consultant represents that it has the following deductibles:
o $100,000 for General Liability and Automobile
o $250,000 for Professional Liability and Workers' Compensation
Consultant further represents that it has adequate financial resources to cover these deductibles
and shall provide Financial Statements upon request by the City for corroboration.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local,-state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
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3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed Three Hundred Six Thousand Nine
Hundred Seventy Six Dollars and Zero Cents ($306,976.00) without written approval of the
City Engineer. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement that indicates work completed by Consultant. The statement shall describe
the amount of Services and supplies provided since the initial commencement date, or since the
start of the subsequent billing periods, as appropriate, through the date of the statement. All
statements shall be prepared in accordance with the Schedule of Values (found in Exhibit C —
Compensation). City shall, within forty -five (45) days of invoice date, review the statement and
pay all approved charges thereon. Payment shall be made as follows:
For Domestic Wires:
Wachovia Bank
1525 W. W.T. Harris Blvd
Charlotte NC 28262 -8522
Acct # 2000028340177 Routing # 061000227
Beneficiary: TransCore Holdings, Inc., on behalf of
TransCore ITS, LLC.
For Hard Coov Checks:
TransCore
PO Box 933493
Atlanta GA 31193 -3493 (Please use 9
digit zip code)
Overnight Mail for checks:
Wachovia/TransCore
Attn: 933493
3585 Atlanta Ave; Hapeville GA 30354
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
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normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant: TransCore ITS, LLC
626 Wilshire Blvd., Suite 818
Los Angeles CA 90017
Attn: Charles Dankocsik
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Assistant City Manager /Development Services
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
Revised 8/04 LM
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3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents and Data, Licensing of Intellectual Propert y. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents and Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents and
Data. Consultant makes no such representation and warranty in regard to Documents and Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from claims, demands,
causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of or incident to any negligent acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services,
the Project or this Agreement, including reasonable attorney's fees and other related costs and
expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings that may be brought or instituted against City,
its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy
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any judgment, award or decree that may be rendered against City or its directors, officials,
officers, employees, agents or volunteers, in any such suit, action or other legal proceeding
arising from Consultant's performance of the Services, the Project or this Agreement; except to
the extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City
and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers, employees,
agents or volunteers and shall take effect immediately upon execution of this Agreement.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. The following is the Order of Precedence: (a) the Contract
Agreement, including this document, Exhibits, and Attachments; (b) the Project Requirements;
(c) Consultant's Proposal; (d) Addendum(s) to the RFP; (e) the RFP. This Agreement may only
be modified by a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 City's Riaht to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
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3.5.13 Amendment, Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity Severabilitv. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
Revised 8/04 LM
I1
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
4. FORCE MAJEURE.
Except as otherwise expressly provided herein, neither Party hereto shall be considered in default
in the performance of its obligations hereunder to the extent that such performance is prevented
or delayed by any cause, existing or future, which is not within the reasonable control of such
Party including, but not limited to, acts of God or the public enemy, fires, earthquakes,
explosion, riots, strikes (not including strikes of the Consultant's staff personnel), or war,
terrorist acts, or inclement weather, where the Party whose performance was delayed did not
otherwise cause or contribute to the cause of the delay or not prevent, when able to prevent, such
delay. Notwithstanding the foregoing, the failures of any of the Consultant's suppliers, Sub -
Contractors, or the like shall not excuse Consultant's performance except to the extent that such
failures are due to any cause without the fault and outside the reasonable control of such
Suppliers, Sub - Contractors, or the like including, but not to, acts of God or the public enemy,
fires, explosion, riots, strikes (not including strikes of the Consultant's staff personnel), or war,
terrorist acts, or inclement weather.
Revised 8/04 LM
[SIGNATURES ON NEXT PAGE]
12
CITY OF ARCADIA TransCore ITS, LLC
William [Name] By: By:
Kelly ] N2lohae/ R.
City Manager
y1CC Riss7diEn _
Dated: IP'P 12006 [Title]
JE AT _
City Cler
APPROVED AS TO FORM:
Stephen P. "D'eiittsch
City Attorney
Revised 8/04 LM
13
CONCUR:
'T6 Rtih.rs�en�
Don Penman, Assistant City Manager/
Development Services Director
0
EXHIBIT "All
SCOPE OF SERVICES
See attached Exhibit "A" Scope of Services.
A -1
0
;Ci(v of Arcadia • TRAtVSC..CJRE
City of Arcadia
Design Services for Intelligent Transportation System (ITS) & Traffic Operations Center
Traffic Control System (TCS) Design
Exhibit A — Scope of Services
The following presents TransCore ITS LLC's scope -of -work (SOW) for the City of Arcadia's
Design Services for Intelligent Transportation System (ITS) & Traffic Operations Center Traffic
Control System (TCS) Design. The following tasks, with their associated deliverables, shall be
conducted in the execution of this project. TransCore shall perform the required services in a
manner consistent with that level of care and skill ordinarily exercised by members of the
profession currently practicing under similar conditions and in similar locations.
TASK 0 — PROJECT MANAGEMENT
TransCore shall perform proactive project management throughout the course of the project.
TransCore will provide a monthly invoice and progress report to summarize the project status.
Each report will include estimates of progress, work completed during the past month, work
anticipated in the current month, and any variances to plan along with current issues and status.
Key milestones accomplished will be documented and an updated project schedule attached (as
necessary).
As needed during the project TransCore will conduct progress meetings at the City offices or
teleconferences. It is envisioned that the majority of these meetings will be conducted in
conjunction with other tasks and no more than three (3) separate progress meetings will be
required during the course of the project. For each progress meeting, TransCore will provide the
meeting agenda and minutes. The minutes will include a "rolling" Action Item list that identifies
and summarizes the Action Item (what needs to be done), Responsible Parties (who needs to do
it), Resolution Dates (when will it get done), and End Result (how was it accomplished).
Assumptions:
o No assumptions for this task
Deliverables:
♦ Monthly Progress Report & Invoices
o Progress Meetings (3)
TASK 1— PROJECT REQUIREMENTS
TransCore will develop requirements for the different components of the Traffic Control System
(TCS) and Traffic Operations Center (TOC). These requirements will expand upon the City's
RFP and TransCore's proposal to define the system that is to be delivered and constructed in
Arcadia. The requirements development will be initiated through the use of a project kick -off
meeting. This meeting will be held at the City of Arcadia's offices and involve the
representatives from the City, TransCore and other stakeholders such as Los Angeles County and
Caltrans. Through this meeting, TransCore will be able to discuss the current TransSuiteo
ITS, TOC, & TCS Scope -of -Work Page 1 June 6", 2006
' City of Arcadia • 77ZAY �S' -iRF
software capabilities and elicit requirements from all of the stakeholders in a cooperative
environment where the requirements of the individual stakeholders are shared with the group.
The system requirements will be broken down into the three (3) major system components; the
traffic control system, the field infrastructure, and the TOC.
Task 1.1- System Requirements
The requirements development for the traffic control system will consist primarily of a review of
the current functionality provided by the TransSuite® software. If there are any features or
functionality desired by the City that are not currently provided by TransSuite , these will be
defined in the system requirements as future enhancements for the system. Prior to the kickoff
meeting, TransCore will provide the City with a System Functionality Document (SFD) that
details the capabilities of the TransSuite® software, and its ability to support the City's planned
field infrastructure. The SFD will also include a system architecture for the City of Arcadia
listing the equipment and functionality provided on the different servers.
After review of the Draft SFD by the City and project stakeholders, TransCore will conduct a
comment resolution meeting with the stakeholders to review the comments. TransCore will
review any comments received and incorporate them into the SFD as appropriate. TransCore
will deliver a final copy of the SFD along with a comment disposition form detailing how each
of the City's comments was addressed. Along with the delivery of the Final SFD, TransCore
will deliver a draft of the system Acceptance Test Plan (ATP). The Draft ATP will identify the
various test steps to be performed to ensure that the system provides the required functionality
and level of integration.
Assumptions:
e The requirements for all of the system elements will be reviewed & addressed at the project
kick -off meeting
Deliverables:
0 Draft System Functionality Document
o Final System Functionality Document
e Draft Acceptance Test Plan
Acceptance:
This task shall be complete when TransCore delivers the Final System Functionality Document
demonstrating that all City comments have been properly addressed, and delivers the Draft
Acceptance Test Plan.
Task 1.2 — Field Infrastructure Requirements
TransCore will work with the City to refine the requirements for the field infrastructure. These
requirements will cover three (3) primary features; device types (cameras, dynamic message
signs, video detection systems, etc), device locations, and device functionality (e.g. types of
messages signs will be used for, traffic flow data desired from system detectors, planned CCTV
usage, etc.). The starting point for the field infrastructure requirements will be the proposed
ITS, TOC, & TCS Scope -of -Work Page 2 June 6'", 2006
of Arcadia • • ThMJQS' C RE.
locations identified in the City's RFP. These locations, along with the City's planned use of the
devices, will be reviewed and discussed at the project kick -off meeting. A governing factor in
the development of the field infrastructure requirements will be the City's budget for the field
infrastructure deployment, and defining system elements that can be successfully and completely
deployed within that budget.
Based on the information obtained at the project kick -off meeting, TransCore will conduct a
preliminary field review of potential sites to identify any opportunities for, or barriers to,
deployment. TransCore will prepare a Field Infrastructure Requirements document that will
provide high -level device requirements and provide schematic designs for each of the planned
devices. The purpose of the schematic design is to develop a rough layout of the existing
infrastructure and the placement of the new devices. This will facilitate a review of deployment
costs and other potential constraints. Schematic designs will be prepared as 8 '/z x 11 or 11 x 17
sketches. With the understanding that not all sites may be suitable for complete deployment,
schematic designs may be prepared for up to 10 device locations [2 DMS locations, 4 CCTV
locations, 4 detector locations (which could include video detection systems)]. The primary
purpose of this document will be to attempt to finalize the number, type, and location(s) for the
field devices in order to fit into the $125,000 construction budget (see Task 2). Based on
comments received from the City, TransCore will finalize the equipment requirements portion of
the document. Comments regarding the schematic designs will be addressed during the detailed
design phase.
Assumptions:
o As necessary, the City will provide a field/lift truck & personnel to take pictures of potential
CCTV camera and /or video detection system views /angles /perspectives
o Schematic designs will be developed for no more than 10 field locations
o After review of the schematic designs for the field infrastructure, the City will provide
direction as to which site(s) should proceed to detailed design
Detiverables:
o Draft Field Infrastructure Requirements Document (including schematic designs)
o Final Field Infrastructure Requirements Document
Acceptance:
This task shall be complete when TransCore delivers the Final Field Infrastructure Requirements
Document demonstrating that all City comments have been properly addressed.
Task 1.3 — Traffic Operations Center Requirements
The development of the TOC requirements will be based on a review of the City's planned
operations strategy and TOC space. TransCore will consider such features as staffing, space
availability, and staff functions in the development of the TOC requirements. The TOC
requirements will be developed in the form of a schematic design for the space showing the
placement of furniture and equipment. Modifications to the existing space will be limited to
improvements to ensure electrical and communications infrastructure is available where needed.
ITS, TOC, & TCS Scope -of -Work Page 3 June 6'", 2006
•City of Areadia • • TRAM �-��RE
Modifications to the building layout including walls, windows, doorways and HVAC systems are
not envisioned as part of this project and the design of such modifications are not included as
part of this work scope.
TransCore will provide the City with a draft schematic design of the TOC layout. Any
comments the City has to the schematic design will be addressed in the detailed design phase.
Assumptions:
o Modifications to the existing space will be limited to the electrical and communications
outlets
o Other modifications to the building including walls, doors, HVAC systems, etc are not
included
Deliverables:
o Schematic Traffic Operations Center Layout
Acceptance:
This task shall be complete when TransCore delivers the draft Traffic Operations Center layout
demonstrating that the layout is consistent with the City's requirements.
TASK 2 — DETAILED DESIGN DOCUMENTS
TransCore will develop detailed plans, specifications, and estimates (PS &E) for the field
infrastructure and TOC modifications. The specific field devices and locations will be based on
the schematic designs and the final sites selected by the City in Task 1.2 to fit within the City's
$125,000 field deployment (i.e. construction) budget. These design documents will be
developed to allow the City to issue and obtain bids from contractors to furnish and install the
equipment. Site plans will be prepared for each device location showing the installation of the
device, new support infrastructure such as poles and power service, and integration with the
existing communications network. The following plan sheets are anticipated as part of this
design:
o Title Sheet (1)
o Notes, Legend, and Quantities (1)
o Site Plans (as required, 3 to 7 sites expected)
o TOC Modifications (electrical and communications outlets) (1)
o Detail Sheets (as required, no more than 4 expected)
Specifications will be developed defining the material and installation requirements for the field
devices and TOC modifications. The specifications will also include any central hardware that
would need to be installed such as video switches and fiber transceivers to ensure that that the
field and central hardware is compatible. While TransCore will be responsible for ensuring that
the devices are integrated with the system software, the specifications will include requirements
for the contractor to integrate the field devices with the City's existing communications network
and verify that the devices communicate back to the traffic management center (performed by
City under separate agreement).
ITS, TOC, & TCS Scope -of -Work Page 4 June 6th, 2006
•City of Arcadia • TRAKS(_ ME.
TransCore will develop cost estimates for field infrastructure and TOC modifications. These
estimates will be developed based on estimated quantities and recent unit prices for similar work
in Los Angeles County.
TransCore will compile and submit a draft PS &E package for City and Caltrans review. This
draft package will represent a 90% design submittal and will include the plans, technical
specifications, and preliminary estimate. The City will be responsible for obtaining comments
from Caltrans and rectifying any discrepancies between Caltrans and City comments prior to
providing final comments to TransCore. After receipt of comments from the City, TransCore
will incorporate the comments, as appropriate, and provide the City with a final PS &E package,
including an updated construction estimate.
Assumptions:
♦ All field devices will be at locations /intersections with existing communications and power
and the design of extensions to the City's communications network is not included
o Communications and power that make it to the intersection, although not
necessarily the exact corner /approach, is acceptable
o All other communications and /or power terminations not meeting this criteria are
deemed outside this SOW and TransCore will perform the additional design work
required to connect to the field devices on a T &M basis
o Site plans will be prepared at either 20 scale or 40 scale
♦ Detailed designs will be performed for as many locations as can be constructed within the
City's $125,000 deployment budget
♦ The final device locations will be defined at the beginning of the design task based on the
schematic designs developed in Task 1.2
o TOC modifications will be limited to modifications to the building electrical &
communications systems to support the system
♦ Plans for the TOC modifications will be limited to the TOC space & plans for other areas of
the building are not included in this scope
o Design plans & specifications will be developed to City of Arcadia & Caltrans standards
♦ TransCore's work will be limited to developing technical specifications & bid schedule; &
the City will provide all administrative specifications & assemble the final specification
package
♦ The City will provide as -built plans for existing traffic signal installations for all device
locations (in electronic format if available)
o The City will be responsible for preparing environmental & right -of -way clearance
documents, & any other forms or permits required by Caltrans
Deliverables:
♦ Draft (90 %) PS &E Package
♦ Final PS &E Package
ITS, TOC, & TCS Scope -of -Work Page 5 June 6ih, 2006
City of Arcadia • • TRAI' SS RE.
Acceptance:
This task shall be complete when TransCore delivers the final PS &E documents and they have
been accepted by the City for bid/advertisement.
TASK 3- SYSTEM IMPLEMENTATION
TransCore will deploy our TransSuite® Traffic Management Software in the City of Arcadia to
provide for the control and monitoring of traffic signal controllers (with traffic detectors), CCTV
cameras, and DMS. The TransSuite Traffic Control Software will be integrated with the Los
Angeles County Department of Public Works' Countywide Information Exchange Network
(IEN) to share traffic control system data with LA County and other IEN Agencies. The
TransSuitea software installed as part of this project will be the latest version at the time of
installation and custom modifications of the software for the City of Arcadia is not included in
this scope -of -work. Similarly, the Countywide IEN software installed as part of this project will
be the latest version at the time of installation (currently Version 01.08) and custom
modifications of the software for the City of Arcadia is not included in this scope -of -work.
Task 3.1— Equipment Procurement & Configuration
Based on the TransSuite® computer hardware list developed in Task 1. 1, TransCore will procure
the system hardware and commercial off -the -shelf (COTS) software required for the City of
Arcadia implementation. The TransSuite® computer hardware will consist of the traffic control
server, central communications server, support server, and one (1) traffic operator workstation.
Communications equipment including equipment racks and fiber transceivers will be procured
by the City under a separate agreement to ensure consistency with the field hardware. TransCore
will procure a video display system, consisting of a 42" liquid crystal display (LCD) video
screen, which will be installed in the TOC and integrated with the entire system. COTS software
will consist of computer operating systems and database software. TransCore will procure the
requisite COTS hardware and software upon approval of the System Requirements (Task 1).
Please note that a preliminary TransSuite® equipment list has already been approved by the City
and can be found in Exhibit D.
Based on LA County's IEN computer hardware specifications, TransCore will procure the
requisite COTS hardware and software necessary for one (1) IEN Site Server and one (1) IEN
Workstation. TransCore will also obtain the latest version of the IEN software for installation
from LA County.
All TransSuite® software computer equipment will be received in TransCore's Atlanta
Technology Center where it will be tested and configured for system operation. As part of the
system configuration, it will be necessary for the City to provide any IP addressing requirements
(if any) to comply with City standards. TransCore will install, integrate, and test the TransSuite
software onto this equipment in Atlanta prior to shipping the equipment to Arcadia for
installation.
Similarly, all IEN software computer equipment will be received in TransCore's Los Angeles
Office where it will be tested and configured for system operation. As part of the system
configuration, it will be necessary for the City to provide any IP addressing requirements (if any)
ITS, TOC, & TCS Scope -of -Work Page 6 June 6", 2006
•City of Arcadia • Th,4 YSCORE.
to comply with City standards. TransCore will install, integrate, and test the IEN software onto
this equipment in Los Angeles prior to delivering the equipment to Arcadia for installation.
Assumptions:
♦ The TransSuite software computer hardware will be consistent with the hardware list
included at the end of this document.
♦ Communications equipment including equipment racks and fiber transceivers will be
procured by the City under a separate agreement to ensure consistency with the field
hardware
Deliverables:
♦ TransSuite® Traffic Operator Workstation
♦ Traffic Control Server
♦ Central Communications Server
♦ Support Server (for Video Control & Traveler Information Systems)
♦ IEN Site Server
♦ IEN Workstation
Acceptance:
This task shall be complete when the hardware has been received at TransCore's facilities in
Atlanta and Los Angeles.
Task 3.2 — Workstation Installation
TransCore will install one (1) PC workstation complete with our TransSuite® products to support
the new graphics packages and the interface with the new traffic control and applications servers.
This workstation will be configured for system operation and installed at the City's offices.
Software products provided on the TransSuite® traffic workstation will include:
♦ ATMS Map
♦ ATMS Explorer
e Traffic Control System User Interface
♦ Traffic Control System Database Manager
♦ Video Control Software User Interface
♦ Traveler Information System User Interface
The TransSuite traffic workstation will also server as the primary workstation for document
creation, and will be equipped with Corel DRAW Essentials installed for developing and editing
ATMS Explorer background documents. Working with City staff, TransCore will also install the
video display equipment at the TOC. At this time, it is envisioned that the City's video display
equipment will be a 42" LCD video screen.
ITS, TOC, & TCS Scope -of -Work Page 7 June 0 , 2006
•
City of Arcadia
Assumptions:
T8APV5'(ARE.
e TransCore will provide the TransSuite traffic workstation hardware & software
Deliverables:
e One (1) TransSuite® Traffic Operator Workstation installed /configured with TransCore
software & integrated with the TransSuite® traffic management servers
e Corel DRAW Essentials installed on the TransSuite® Traffic Operator Workstation
0 42" LCD video screen installed at the TOC
Acceptance:
This task shall be complete when the workstation PC has been installed with a demonstration of
connectivity between the workstation and the TransSuite traffic management servers, Corel
DRAW Essentials has been installed on the TransSuite Traffic Operator Workstation, and the
video display equipment has been installed at the TOC.
Task 3.3 — Traffic Control Server
TransCore will install our TransSuite® traffic control software on the Traffic Control Server to
control intersection operations. The traffic control software will include the traffic control
application which provides all of the system functionality including once -per- second monitoring
and control, system scheduler, and user - defined control strategies including Time -of -Day (TOD),
FREE, and traffic responsive (TRP) operations, central and local controller databases, and local
data server to distribute data to the local workstations. The installation of the traffic control
server will include support for the Type 170 controllers running the LACO -4E firmware. The
traffic control server will be configured to support:
e 250 intersections
0 200 control sections
o Up to 100 intersections per section
0 1,000 system detectors
e 8 system detectors per intersection
e 500 count stations
The TCS server will be integrated with the workstation installed under this contract and the
ATMS Map and ATMS Explorer applications to provide the City with an integrated user
interface. To ensure that the proper system time is maintained, TransCore will also tie the TCS
into the City's network to acquire a network time source.
Assumptions:
e The traffic control server will be installed at the same time as the operator workstation &
central communications server
o The traffic control software will be TransCore's latest software at the time of installation &
custom modifications are not included as part of this scope -of -work
ITS, TOC, & TCS Scope -of -Work Page 8 June 6 ", 2006
City-of Arcadia •
TRAt5r5i_ RE.
o End -to -end communications from the TOC to at least one (1) traffic signal controller,
running the LACO -4E firmware is in place & operational prior to installation of the traffic
control server
e The City will allow /support TransCore personnel to have remote access to the system
through the internet
Deliverables:
e Traffic control server installed/configured with TransCore software & integrated with the
workstations & central communications server
Acceptance:
This task shall be complete when the traffic control server has been installed and integrated with
the operator workstation, central communications server, and successful communications with at
least one (1) traffic signal controller, running LACO -4E firmware, installed in the field has been
demonstrated.
Task 3.4 — Central Communications Server
TransCore will install our Central Communications Server (CCS), with the TransSuite® Central
Communications software to manage communications between the traffic control server and the
local intersections. The TransSuite® CCS will be integrated with the LAC04E firmware using
the AB3418E communications protocol. The TransSuite® CCS will be sized for 32
communications channels. The CCS will also support additional controller types and formats
including NTCIP and A133418, and supports multiple communications media. The CCS will be
integrated with the new traffic control server and the City's communications modems and
communications network.
Assumptions:
e The central communications server will be installed at the same time as the operator
workstation & traffic control server
e End -to -end communications from the TOC to at least one (1) traffic signal controller,
running the LACO -4E firmware is in place & operational prior to installation of the traffic
control server
Deliverables:
o Central communications server installed & configured with TransCore software & integrated
with the traffic control server
Acceptance:
This task shall be complete when the central communications server has been installed and
integrated with the traffic control server, and successful communications with at least one (1)
traffic signal controller, running LACO -4E firmware, installed in the field has been
demonstrated.
ITS, TOC, & TCS Scope -of -Work Page 9 June 0', 2006
'City of Arcadia • • TRAINS —OME.
Task 3.5 — Traveler Information System
TransCore will provide our Traveler Information Server (TIS) product to manage and control the
City's DMS. The TIS application will be installed on the Support Server, to be located at the
City's TOC. The TIS will be integrated with the workstation provided to the City under this
contract and the ATMS Map and ATMS Explorer applications to provide the City with an
integrated user interface. The TIS will be installed with the proper protocol and user interface to
support the DMS the City will be installing under this program.
Assumptions:
o The Traveler Information System will be installed at the same time as the other system
components
o The TransSuite® TIS already supports the DMS that the City will install under this program
Deliverables:
♦ Traveler Information System installed /configured with TransCore software capable of
communicating with and controlling the City's planned DMS, and integrated with the
operator workstation
Acceptance:
This task shall be complete when the Traveler Information System has been installed and
integrated with the operator workstation.
Task 3.6 — Video Control Server
TransCore will install the TransSuite Video Control Server (VCS) product to provide for
control of the City's planned video equipment (e.g., cameras, video switch, etc.). The VCS
software will be installed on the Support Server. TransCore will develop the necessary protocols
to integrate the VCS with the City's planned CCTV cameras in order to support digital video.
The VCS will be integrated with the workstation provided under this contract and the ATMS
Map and ATMS Explorer applications to provide the City with an integrated user interface.
Assumptions:
e The Video Control Server will be installed at the same time as the other system components
♦ The City's planned video equipment & the TransSuite VCS shall support digital video
Deliverables:
e Video Control Server installed & configured with TransCore software capable of
communicating with the City's planned video control equipment & integrated with the
operator workstation
Acceptance:
This task shall be complete when the Video Control Server has been installed and integrated with
the operator workstation.
ITS, TOC, & TCS Scope -of -Work Page 10 June 0', 2006
• City of Arcadia • • TM S'C_O8 ,
Task 3.7 — Device Integration
TransCore will integrate the new TransSuite® TCS with the City's Type 170 traffic signal
controllers. This integration will be performed for up to 22 intersections, which the City (and /or
their Field Integration contractor) will equip with the LACO -4E firmware. This integration will
include configuring the CCS with the proper communications channels and addresses, loading
the central database, and verifying system operations. During this effort, each of the new
intersections will be brought on -line and their operations with the system verified to ensure that
they are integrated properly including responding to system commands, successfully performing
system uploads and downloads, and providing real -time data to the TransSuite` software. As
other new field devices such as CCTV cameras or DMS are installed in the field, TransCore will
integrate these with the system software. Similar to the traffic signal controllers, the integration
of these devices will include the configuration of the communications equipment, developing the
central databases, and verifying end -to -end operation.
Assumptions:
♦ The communications network will be in place & operational to all 22 intersections prior to
the start of the integration effort
♦ Communications for the CCTV cameras & DMS will be in place & operational prior to
beginning the integration of those devices
♦ The City (and/or their Field Integration contractor) will provide assistance to TransCore re:
field controller change -outs & bringing field controllers "on- line" with TransSuite®
Deliverables:
♦ 22 fully integrated intersections
♦ Integrated CCTV cameras & DMS (5 total devices assumed)
Acceptance:
This task shall be complete when the intersections, CCTV, and DMS have been integrated with
the system and successful communications and device operation is demonstrated.
Task 3.8 — System Graphics
TransCore will configure the ATMS Map and ATMS Explorer packages for system operation.
ATMS Map will make use of GIS files to be provided by the City as a base map. TransCore
personnel will then install the necessary icons on the base map to represent device locations.
For the intersection graphics, TransCore will develop standard graphics, as shown in Exhibit 1
for the initial 22 intersections. TransCore will develop the schematic representation of the
intersection as the graphic background and then place the device dynamic icons associated with
the intersection operations.
ITS, TOC, & TCS Scope -of -Work Page I I June 6", 2006
•City of Arcadia • TMNN RE.
Exhibit 1— Standard Intersection Graphic
Assumptions:
The City will provide the GIS files to be used with the ATMS Map application
♦ GIS files will be ESRI compatible
o The City will provide lane configuration & phasing diagrams for all intersections
Deliverables:
o Configured ATMS Map showing the location of the 22 intersections, CCTV cameras, &
DMS devices
e 22 intersection graphics in a form similar to Exhibit 1
Acceptance:
This task shall be complete when the ATMS Map and graphics for the 22 intersections, CCTV
cameras, and DMS devices have been developed, configured, and integrated with the system and
proper operation has been demonstrated.
Task 3.9 — IEN Integration
TransCore will install one (1) IEN Site Server and one (1) IEN Workstation complete with LA
County IEN software to support connections to the San Gabriel Valley (SGV) IEN Corridor
Server. The IEN Site Server and IEN Workstation will be configured for system operation and
installed at the City's offices. As part of this effort, TransCore will also create /provide for the
ITS, TOC, & TCS Scope -of -Work Page 12 June 0', 2006
Ciry of Arcadia
• 7RArzE
City all of the necessary IEN graphical displays /views (i.e., 22 intersection diagrams,
jurisdictional map view).
In addition, TransCore will install and integrate a Command/Data Interface (CDI) to share data
between the TransSuite traffic control server and the Countywide IEN. The CDI application
will conform to LA County IEN requirements for sharing data. The CDI application will be
installed on the City's traffic control server, and integrated with the City's IEN Site Server.
TransCore will coordinate the IEN integration task with the installation of the IEN Site Server
and IEN Workstation to verify the complete functionality of the interface and ensure that data
from the Arcadia Traffic Control System is being provided to the IEN.
Assumptions:
e LA County will provide TransCore with the IEN Site Server & IEN Workstation hardware
specifications & the latest version of the Countywide IEN software
o TransCore will then provide the Countywide IEN Site Server & IEN Workstation hardware
& software to the City
♦ The IEN Site Server & IEN Workstation will be installed, operational, & communicating
with the SGV IEN Corridor Server prior to TransCore installing & integrating the CDI
application
e The CDI application will conform to LA County IEN requirements
Deliverables:
♦ One (1) IEN Site Server installed/configured with the Countywide IEN software &
integration with the SGV IEN Corridor Server
e One (1) IEN Workstation installed/configured with the Countywide IEN software &
integration with the IEN Site Server
♦ IEN graphical displays /views (i.e., 22 intersection diagrams, jurisdictional map view)
♦ Installed & integrated CDI application that is capable of sharing data between the City's
TransSuite traffic control system & the Countywide IEN
Acceptance:
This task shall be complete when the CDI application has been integrated with the TransSuite'
traffic control server and the local IEN Site Server and communications between the traffic
control server and SGV IEN Corridor Server have been demonstrated.
TASK4 — TRAINING, DOCUMENTATION, AND ACCEPTANCE TESTING
TransCore will provide training and documentation regarding the operation and maintenance of
the system and components. TransCore will also conduct detailed acceptance testing with City
personnel to demonstrate the functionality of the equipment.
ITS, TOC, & TCS Scope -of- -Work Page 13 June 6`h, 2006
cliv of Arcadia
• TRAiV.SC,URE.
Task 4.1— System Acceptance Testing
After receipt of comments on the Draft ATP delivered as part of Task 1. 1, TransCore will
prepare the Final ATP. The Final ATP will identify the various test steps to be performed to
ensure that the system provides the required functionality and level of integration. These test
procedures will detail the specific test steps to be performed as part of the System Acceptance
Test (SAT), including integration tests. The final SAT will be conducted on -site after all of the
installation and integration activities have been completed. The SAT will be conducted with
TransCore and City personnel present, and City personnel will sign -off as each individual test
step is completed. At the conclusion of the SAT, TransCore will prepare a test report
summarizing the results of the test, documenting any areas of the test that need to be corrected.
Assumptions:
The SAT will be conducted after all systems have been installed & all devices have been
integrated
The SAT will be performed over a consecutive 2 -3 day period & City personnel will be
available to participate in the SAT
Deliverables:
o Final Acceptance Test Plan
Completed System Acceptance Test Report
Acceptance:
This task shall be complete when the SAT has been completed and TransCore has demonstrated
that the system functions in accordance with the ATP, and TransCore has delivered the System
Acceptance Test Report.
Task 4.2 — System Documentation
TransCore will provide system documentation that details the configuration and operation of the
TransSuite® software. The documentation will include TransCore's standard documentation for
system software modules including Traffic Control System, ATMS Map, ATMS Explorer, Video
Control System, and Traveler Information System Users Manuals. As part of the system
documentation, TransCore will also provide documentation as provided by the Vendors of any
third -party COTS software. TransCore will supplement the standard documentation with system
specific configuration information. This data will include items such as IP addresses for the
servers and workstation, computer user names and passwords, and communications channel
configurations.
Assumptions:
Documentation for the field hardware will be provided under a separate contract
Deliverables:
TransCore standard TransSuite documentation
e Third party documentation for hardware & COTS software
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City of Arcadia TR/i9V5(..� ?RE.
Acceptance:
This task shall be complete when TransCore delivers the system documentation and third party
equipment documentation.
Task 4.3 — Training
TransCore will provide City personnel with training on the configuration and operation of the
TransSuite software. Prior to conducting the training, TransCore will develop a training
outline and schedule and deliver it to the City for review. The outline and schedule will provide
City staff with an overview of the training material, the suggested audience (e.g. system
administrators, operators, etc.), the means of presentation (hands -on vs. classroom), and the
expected amount of time required to cover the subject. This outline and schedule will be
provided to the City in advance of the training to provide City personnel the opportunity to
review the materials and schedule the appropriate staff time.
TransCore will provide two (2) separate training sessions. The first session will be conducted
when the TransSuite system is initially installed and will include up to 5 -days of training on the
operation of the new traffic management system. This training will include all of the system
elements including the traffic control system, controller manager, graphics development and use,
central communications server, video control system, and traveler information system. The
training will be comprised of both classroom and hands -on training sessions. This training will
be provided in a City facility that is equipped with an operational traffic management system
workstation.
The second session (or follow -up training) will be conducted after the new field devices are
installed as part of the field construction contract and integrated with TransSuite'. This training
will serve two (2) purposes:
o Provide City personnel with training on the operation of the new field devices
o Provide City personnel with follow -up training on TransSuite® after they have been able to
work with the system for a few months
The second training session will be conducted over a 2 -day period and will be geared to address
items that the City feels additional training is required for.
Assumptions:
o The training will be conducted at a City facility with real -time access to the installed system
o The first training session will be conducted over 5 consecutive days & City personnel will be
available to participate in the training
Deliverables:
e Training outline
o Initial 5 -day training session
o Follow -up 2 -day training session
]TS, TOC, & TCS Scope -of -Work Page 15 June 6", 2006
City of Arcadia Tiz�>RE
Acceptance:
This task shall be complete when TransCore has completed the initial and follow -up training.
Task 4.4 — Maintenance Plan
TransCore will develop a Maintenance Plan to define the maintenance requirements for this new
equipment and help the City secure the resources for the long -term maintenance of the system.
This Maintenance Plan will provide estimates of the preventative and response maintenance
requirements for the different types of equipment and communications network. In developing
this plan, TransCore will meet with the City's maintenance supervisor to review the equipment
and staff skills that the City currently possesses. This information will be used to determine
what new resources may be required to properly maintain the equipment, and to examine the
costs associated with maintaining the equipment with City resources or contracting for the
maintenance.
TransCore will develop and submit a Draft Maintenance Plan detailing the maintenance
requirements. Upon receipt of comments from the City, TransCore will incorporate the
comments as appropriate and deliver a Final Maintenance Plan.
Assumptions:
o The Maintenance Plan will be developed for field elements including DMS, CCTV cameras,
detector & fiber optic communications
Deliverables:
o Draft Maintenance Plan
o Final Maintenance Plan
Acceptance:
This task shall be complete when TransCore delivers the Final Maintenance Plan and
demonstrates that all comments received from the City have been properly addressed.
Task 4.5 — Arcadia Systems Engineering Review Form (SERF)
The Systems Engineering Process /Systems Engineering Review From (SERF) is a means to
summarize an ITS Project and show how the project will be implemented as part of the Regional
ITS Architecture. TransCore will review the Los Angeles County Arterial ITS Architecture
developed by Metro (as part of the Los Angeles County Regional ITS Architecture) to identify
portions of the architecture being implemented that need to be included within the City of
Arcadia's SERF (e.g., required components, interfaces, data flows, standards, etc.).
TransCore will work within the construct of the Los Angeles County Arterial ITS Architecture
and assumes that it contains ALL of the information needed to perform this task. Therefore, the
development of a separate project -level ITS architecture for the City of Arcadia is not required.
For SERF Item #6 (Identification of Applicable ITS Standards and Testing Procedures),
TransCore will identify /describe all of the City's significant interfaces by type [e.g., field -to-
center (172C), center -to- center (C2C), etc.] and discuss /describe the ITS Standard(s) in use or
ITS, TOC, & TCS Scope -of -Work Page 16 June 6th, 2006
T8 City of Arcadia • • v �-�C-�- 8E.
planned to be used. Part of this discussion will focus on whether or not the City is using (or
planning on using) current ITS Standards.
TransCore will compile this information with other general project information to develop a
Draft Systems Engineering Process /SERF for this Arcadia ITS/TCS project. TransCore will
submit the Draft Systems Engineering Process /SERF to the City and FHWA. Upon receipt of
comments from the City and FHWA, TransCore will incorporate the comments as appropriate
and deliver a Final Systems Engineering Process /SERF.
As described within the Architecture Maintenance process of the Los Angeles County Regional
ITS Architecture, TransCore will also develop a Change Request form. This plan will provide
Metro with the information from Arcadia needed to update its Arterial ITS Architecture.
TransCore will submit the Draft Change Request form to the City, FHWA, and Metro. Upon
receipt of comments from these Agencies, TransCore will incorporate the comments as
appropriate and deliver a Final Change Request form.
TransCore's responsibilities are limited to developing the SERF and Change Request forms;
implementation of those changes within the Arterial ITS Architecture are the responsibility of
Others (e.g., components, interfaces, data flows, standards, etc).
Assumptions:
♦ TransCore will work within the construct of the Los Angeles County Arterial ITS Architecture
(as developed by Metro) and assumes that it contains ALL of the information needed to
perform this task:
♦ Development of a separate project -level ITS architecture for the City of Arcadia is
not required
♦ SERF Item #6 (Identification of Applicable ITS Standards and Testing
Procedures) will only be developed for the City's significant interfaces (e.g., C2C,
F2C, etc.)
♦ TransCore's responsibilities are limited to developing the SERF and Change
Request forms; implementation of those changes within the Arterial ITS
Architecture are the responsibility of Others (e.g., components, interfaces, data
flows, standards, etc.)
♦ The City, Metro, & FHWA will review the Draft documents and provide comments in a
timely manner
Deliverables:
♦ Draft Systems Engineering Process /SERF Form
♦ Draft Change Request Form
♦ Final Systems Engineering Process /SERF Form
♦ Final Change Request Form
ITS, TOC, & TCS Scope -of -Work Page 17 June 6`h, 2006
of Arcadia
Acceptance:
TRANS —J?E.
This task shall be complete when TransCore delivers the Final SERF and Change Request forms,
and demonstrates that all comments received from the City, Metro, and FHWA have been
properly addressed.
ITS, TOC, & TCS Scope -of -Work
Page 18
June 6'". 2006
See attached itemized schedule.
Exhibit "B"
SCHEDULE OF SERVICES
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Exhibit "C"
COMPENSATION
TransCore will provide the design services for Intelligent Transportation System (ITS) and
Traffic Operations Center Traffic Control System (TCS) Design as listed on Exhibit "A" for a
not -to- exceed fee of $306,976.00.
C -1