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AMENDMENT NO. 2 TO AGREEMENT FOR TRAFFIC
CONTROL SYSTEM INTEGRATION SUPPORT BY AND
BETWEEN THE CITY OF ARCADIA AND TRANSCORE
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 LLC a Delaware corporation with
respect to that certain Professional Services Agreement between the Parties dated
October 4, 2006 ( "Agreement ").
The Parties agree as follows:
1. Contractor ensures the integrity/operation of City of Arcadia's
Communications Network and will prepare the Communications Network for
the upcoming Video Control System (VCS) installation.
2. Increase dollar amount by $5,200 for a total contract of $100,423.
3. 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
By:
Donald Penman
City Manager
Dated: 2- Z 6 2009
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APPROVED AS TO FORM:
City A omey
TRANSCORE ITS LLC
By: k�k
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[Signature]
Print Name
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Title
CONCUR:
AMENDMENT 1O. 1 TO AGREEMENT FOR TRAFFIC
CONTROL SYSTEM INTEGRATION SUPPORT BY AND 1 I U 0 - `f D
BETWEEN THE CITY OF ARCADIA AND TRANSCORE C a,) 4 S- I
This Amendment No. 1 ( "Amendment No. 1 ") 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 LLC a Delaware corporation with
respect to that certain Professional Services Agreement between the Parties dated
October 4, 2006 ( "Agreement ").
The Parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is
extended to October 7, 2009.
2. Add Task 6 – LACO -4E Firmware Troubleshooting
3. Add Task 7 – Communications Delay to TransSuite® CCS for LACO -4E
Firmware
4. Add Task 8 – The addition of 12 intersections to the TransSuite® System
5. To accommodate these tasks, increase dollar amount by $2,223 for a total
contract of $95,223.
6. 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: D p-�c R ,, �-
Donald Penman
City Manager
Dated: 51 bc, 2008
ATTES : (WUQ I 'dq
City C1 k
APPROVED AS TO FORM:
TRANSCORE ITS LLC
Print Name
Title
CONCUR:
Development Sery ices I�' ctor
•
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
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This Agreement is made and entered into this et day of Oth n e (---, , 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 integration support for
traffic control systems 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 Traffic Control System
Integration Support 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 October 9, 2006 to
October 9, 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 times 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 Employees. 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
provided 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.
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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. hi 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 Liability. 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.
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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 Coveraee. 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 Ninety-three thousand dollars and zero
cents ($93,000.00) 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 Copy 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: Philip A. Wray, City Engineer
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.
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3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents and Data; Licensing of Intellectual Property. 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
any judgment, award or decree that may be rendered against City or its directors, officials,
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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.
3.5.4 City's Right 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: Severability. 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 8104 LM
11
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
0 0
CITY OF ARCADIA TransCore ITS, LLC
By: NOV'" By:
William R. Kelly [Name] —�-
City Manager Y/ ��
EE f res) ale or f
Dated: 04- '2006 [Title]
ATTEST:
City Cler
APPROVED AS TO FORM: CONCUR:
Stephen P. Deitsch Don Penman, Assistant City Manager/
City Attorney Development Services Director
Revised 8/04 LM
13
rI
EXHIBIT "A"
SCOPE OF SERVICES
TASK 0 — PROJECT MANAGEMENT
0
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.
TASK 1— CONTROLLER UPGRADES /EQUIPMENT PROCUREMENT
Attachment B provides the list of the 22 intersections (traffic signal controllers) that will be
integrated with the TransSuite Traffic Management System software as part of the initial
deployment. Attachment B lists the current controller locations and a preliminary assessment of the
equipment modifications (e.g., controller, cabinet, system memory modules, etc.) required to ensure
LACO -4E firmware will be supported. For each of the controllers, the City will procure the required
controller hardware /equipment. TransCore will provide the City with a detailed list of equipment to
be ordered.
TASK 2 — CONTROLLER DATABASE
TransCore will convert the existing controller databases to the LACO -4E format. The City will
provide TransCore with the existing controller databases for each of the 22 intersections. After
converting the database to LAC04E format, TransCore will provide one (1) electronic copy and
one (1) hardcopy of the updated/converted databases to the City. The City will test all 22
updated/converted controller databases (aka load into a test controller). TransCore will also
store /save an electronic copy of the updated /converted databases on a laptop and upload such to the
TransSuite Traffic Management System software to allow the data to be downloaded to the
controllers. After the City has tested and verified the controller operations for all 22 intersections,
the databases will be ready to be installed in the field controllers via download (from the TransSuite
Traffic Management System software or laptop).
TASK 3 — CONTROLLER "CHANGE -OUT" (Optional)
After the City receives the required controller hardware /equipment (Task 1) and completes
loading /testing the controller databases (Task 2), TransCore will assist the City with the "change -
out" of the existing eighteen (18) 170E controllers in the field. It is envisioned that the controller
upgrades will take place with a crew consisting of one (1) City staff (or their Signal Maintenance
Contractor) and one (1) TransCore staff. The operation of the intersections will be monitored to
ensure that they are functioning properly.
TASK 4 — CENTRAL COMMUNICATIONS NETWORK INTEGRATION
The City's Conceptual System Design Architecture (Attachment A) will consist of a dual
serial /Ethernet network (one for CCTV video images /commands & one for traffic signal controller
data) supported simultaneously over the City's FO communications network.
For the Traffic Signal Controller Network, serial -based 172C communications will be used for the
data transmitted between the traffic signal controllers (field) and TransSuite® Traffic Management
System software (center). Under separate contract, the City's FO Communications Contractor will
be responsible for providing the fiber modems — both in the field and at the City TMC.
A -1
For the CCTV Video Images /Commands Network, Ethemet -based 172C communications will be
used for the data transmitted between the CCTV cameras, VIDs, and/or DMS (field) and
TransSuite® Traffic Management System software (center). The planned system will use an
Ethernet switch to manage the communications with the field devices on the digital network. This
switch will need to be integrated with the following:
• City's planned fiber optic network (installed under separate contract)
Different TransSuite Traffic Management System software /application servers (installed
under separate contract)
TransCore will procure the Ethernet switch, equipment and associated materials (patch cables, etc.)
needed for installation at the City Transportation Management Center (TMC). TransCore will install
the rack, the Ethernet switch, and will make the connections to the fiber -optic cable that will be
routed to the same area. Any work required to extend network cabling from this switch to other City
offices will be the responsibility of the City.
TASK 5 — FIELD COMMUNICATIONS NETWORK INTEGRATION
For the Traffic Signal Controller Network, serial /analog type 172C communications will be
used/supported for the data transmitted between the traffic signal controllers (field) and TransSuitea
Traffic Management System software (center). Under separate contract, the City's FO
Communications Contractor will be responsible for providing the fiber modems — both in the field
and at the City TMC. TransCore will make the connections between the fiber optic transceivers and
the traffic signal controller to provide end -to -end communications. Once end -to -end
communications is provided TransCore can bring the intersections online as part of the System
Software project.
For the CCTV Video Images /Commands Network, Ethernet switches and Terminal Servers will be
installed in the controller cabinets to support the communications with the field devices in the
cabinets. TransCore will purchase the required communications equipment and configure it for
installation and use with the system. After configuring the equipment, TransCore will install the
equipment in the cabinets and make the connection to the FO communications network. Once the
equipment is installed, TransCore will test the communications connects from the central switch out
to each of the cabinets. This testing will be performed to validate the performance of the Ethernet
equipment and FO network to ensure that it is ready to support the TransSuite traffic management
equipment.
A -2
r�
Exhibit "B"
SCHEDULE OF SERVICES
0
—Project
agement
7—Controller
On -Going
pgrades /Equipment Procurement
6 -weeks from NTP
atabase
10 -weeks from NTP
Task 3 —
Controller Change -Out (Optional)
16 -weeks from NTP
Task 4 —
Central Communications Network Integration
20 -weeks from NTP
Task 5 — Field Communications Network Integration
20 -weeks from NTP
(a)
TOTAL
20 -weeks from NTP
-t3 _1
0 0
Exhibit "C"
COMPENSATION
Task 0 — Project Management
$9,500
Task 1 — Controller Upgrades/Equipment Procurement
$9,500
Task 2 — Controller Database
$12,000
Task 3 — Controller Change -Out (Optional)
$13,000
Task 4 — Central Communications Network Integration
$17,500
Task 5 — Field Communications Network Integration
$31,500
!
lb� TOTAL
$80,000
_(plus Optional)
C -1
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Attachment B— City of Arcadia Traffic Signal Controller Inventory
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