HomeMy WebLinkAboutC-1842CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ZV day of Ct D M r 4 , 2002 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, Inc., a Delaware Corporation with its
principal place of business at 8158 Adams Drive, Liberty Centre, Building 200, Hummelstown,
DA. 17036 ( "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 ITS technical
expertise /consultation 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 "ITS Technical
Expertise /Consultation for the Development of the Grant Application to the U.S. DOT for the
Santa Anita Corridor" 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 professional consulting 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 February 25, 2002 to
March 15, 2002, 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 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 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 or her 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 or her
designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Charles
Dankocsik, or his or her 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. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. 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 Regulation s. 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.
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
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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.
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 or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. 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 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.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of two (2) 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 Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or 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, 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,
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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.
(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 Liability
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 suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been 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.
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.
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 ANIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original 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. All certificates and
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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.
3.2.9 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.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, 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 TWO THOUSAND FOUR HUNDRED TWENTY DOLLARS AND ZERO
CENTS ($2,420.00) without written approval of City's Assistant City Manager /Development
Services Director. 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 which indicates work completed and hours of Services rendered 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. City shall, within forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon. Payment shall be sent to:
TransCore Holdings, Inc. (on behalf of TransCore ITS, Inc.)
36120 Treasury Center
Chicago, IL. 60694 -6100
Please reference Project Number and Invoice Number
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by 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 written authorization
from City's Representative.
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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
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:
Charles Dankocsik, Senior Engineer
TransCore
35 South Raymond Avenue
Suite 200
Pasadena CA 91105 -1931
(626) 440 -8343 tel
(626) 584 -9114 fax
chuck.dankocsik@transcore.com
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City:
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City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Assistant City Manager /Development Services
Director
(626) 574 -5411 tel
(626) 447 -7866 fax
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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & 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 & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & 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.
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3.5.5 Attorney's Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the
losing Party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all 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
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the negligent
performance of the Services, the Project or this Agreement, including the payment of reasonable
attorneys 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 related to the negligent performance of the work herein. Consultant shall pay and
satisfy 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
related to the negligent performance of the work herein. 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.
3.5.7 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. This Agreement may only be modified by a writing signed by
both Parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assigmnent 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.
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3.5.13 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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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.
3.5.19 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 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.
3.5.20 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
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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.
3.5.21 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.
3.5.22 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.
CITY OF ARCADIA
TransCore ITS, Inc.
By, W B t By. `
William R. Kelly U Chnstine K. F hini
City Manager Contracts Manager
Dated: z 1 2-7 1 d'Z- , 2002
ATTEST:
ty Clerk
APPROVED AS TO FORM:
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P.
Stephen P. Deitsch
City Attorney
Dated: 2002
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CONCUR:
Department Head Date
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EXHIBIT "A"
SCOPE OF SERVICES
Purpose
1. The City of Arcadia desires to establish a Professional Services Agreement (PSA)
between the City of Arcadia (City) and TransCore ITS, Inc. (formerly known as JHK
and Associates, Inc., d/b /a/ TransCore), the Contractor, located at 35 South Raymond
Avenue, Suite 200, Pasadena, CA. 91105.
2. The City desires Contractor's assistance in developing their grant application to the
United States Department of Transportation (U.S. DOT) for its FY02 ITS Integration
Component of the ITS Deployment Program.
TransCore Scope -of- Services
1. Provide ITS technical expertise /consultation in the development of the City of
Arcadia's FY02 ITS Integration grant application along the Santa Anita Corridor.
2. Assist the City in ensuring that their participation in the Los Angeles County
Department of Transportation's (County) San Gabriel Valley Pilot Project
Information Exchange Network (SGVPP IEN) is leveraged appropriately.
3. Primary assistance will be provided by Contractor to complete the Technical
Approach (Sections 1 -8).
4. Contractor will provide secondary assistance to complete the following:
• Report Requirements & Schedule (Sections 9 -11)
• Financial Plan (Sections 12 -14)
• Participating Agencies & Organizations (Section 15)
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EXHIBIT "C"
COMPENSATION
For this PSA, the following fees will apply:
Project Manager (Charles Dankocsik) $110Jhour
A
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City of Arcadia
Assistance to Develop ITS Grant Request
TransCore Scope -of -Work
P_ urpose
1. The City of Arcadia desires to establish a Professional Services Agreement (PSA)
between the City of Arcadia (City) and TransCore ITS, Inc. (Contractor) located at 35
South Raymond Avenue, Suite 200, Pasadena, California 91105.
2. The City desires Contractor's assistance in developing their grant application to the
United States Department of Transportation (U.S. DOT) for its FYb2 ITS Integration
Component of the ITS Deployment Program.
TransCore Scone -of- Services
1. Provide ITS technical expertise /consultation in the development of the City of Arcadia's
FY02 ITS Integration grant application along the Santa Anita Corridor.
2. Assist the Citv in ensuring that their participation in the Los Angles County Department
of Transportation's (County) San Gabriel Valley Pilot Project Information Exchange
Network (SGVPP IEN) is leveraged appropriately.
3. Primary assistance will be provided by Contractor to complete the Technical Approach
(Sections 1 -8).
4. Contractor will provide secondary assistance to complete the following:
• Report Requirements & Schedule (Sections 9 -11)
• Financial Plan (Sections 12 -14)
• Participating Agencies & Organizations (Section 15)
5. Contractor will submit a draft document to the City for review and comment. The City
will be responsible for assembling the final document for submission.
Period of Performance
1. The term of this PSA is five (5) days 4 February 25`x', 2002 thru March 1", 2002.
Schedule of Fees
1. For this PSA, the following fees will apply:
Project Manager (Charles Dankocsik) $I I0/hr
Payment
1. PSA will be a Time & Materials (T &M) contract.
2. Labor hours charged are not to exceed 20 hours (or $2,200).
3. Contractor shall provide the City with billing memoranda/invoice on company letterhead
in detail to the reasonable satisfaction of the City. The billing memoranda/fnvoice shall
be approved by the City upon satisfactory completion of that portion of the Services.
The City agrees to pay Contractor within thirty (30) days of receipt of any invoice.
4. All payments will be sent to:
TransCore Holdings, Inc. (on behalf of TransCore ITS, Inc)
36120 Treasury Center
Chicago, IL 60694 -6100
Please reference Project Number and Invoice Number.
5. For payment inquiries, please contact Lori Hockenberry at (717) 561 -5827.
Contractor Contact Information
1. The Contractor's Project Manager is:
Charles Dankocsik
Senior Engineer
TransCore
35 South Raymond Avenue
Suite 200
Pasadena, CA 91105 -1931
TEL: (626) 440 -8343
FAX: (626) 584 -9114
E -mail: chuck.dankoesik @transcore.com
IN WITNESS WHEREOF, the duly authorized representatives of the City and the Contractor
have executed this PSA on the date shown below.
By: By:
Christine K. Faschini Mr.
Contracts Manager Contracts Administrator
TransCore v City of Arcadia
Date: / /2002 Date: / /2002
N
From: Shelleen Piselli At: Johnson, Kendall and Joh icon To: Phil Wray
Fax #: (215) 579 -6486 Date: 2/26/02 12:12 PM Page 3 of 3
PISH mTta*TCr+n —n1
ACORD- CERTIFICATE OF LIABILITY INSURANCE --
2/2612 02""
PRODUCER (215) 968 -4741
Johnson, Kendall G Johnson, Inc.
John A. Wright, CPCU -New
P. 0. Box 17
Newtown PA 18940 -0017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURED
TransCore ITS, Inc.
8158 Adams Drive
Hummelstown PA 17036
INSURER Caliber One Ind Co /PMA Capital Ins Group
INSURER Centennial Insurance Company
INSURER American Alternative Insurance Corp.
INSURER Atlantic Mutual Insurance Company
INSURER
ea
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MMIDD
POLICY EXPIRATION
DATE MIDD
LIMITS
A
GENERAL
g
LIABILITY
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ® OCCUR
GPF00102903
9/3/2001
9/3/2002
EACH OCCURRENCE
$ 1,000,000
FIRE DAMAGE (Arty one fire)
$ 1,000,000
MED EXP (Any one person)
$ 10,000
$
PERSONAL & ADV INJURY
$ 1,000,000
Professional- Claims Made
8
GENERAL AGGREGATE
$ 2,000,000
$25,000 Deductible
GENT AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMP /OP AGG
$ 1,000,000
POLICY S PRO, X LOC
Professional -occlaaa
1,000,000
B
AUTOMOBILE
S
LIABILITY
ANY AUTO
299404853
9/3/2001
9/3/2002
CO E ccid nt) INGLE LIMIT
$ 1,000,000
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per person)
$
HIRED AUTOS
NON -OWNED AUTOS
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY- EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY AGG
C
EXCESS LIABILITY
B OCCUR ❑ CLAIMS MADE
02A2UM000024803
9/3/2001
9/3/2002
EACH OCCURRENCE
$ 5,000,000
AGGREGATE
$ 5,000,000
$
DEDUCTIBLE
X RETENTION $10,000
$
WORKERS COMPENSATION AND
X TORY SLIMIT ER
D
EMPLOYERS'LIABILITY
400525729
9/3/2001
9/3/2002
EL EA ACCIDENT
$ 500,000
E L DISEASE- EA EMPLOYEE
$ 500,000
E L DISEASE - POLICY LIMIT
$ 500,000
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
See attached page.
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION
ACORD 25-S (7187) O ACORD CORPORATION 1988
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 (bAYS WRITTEN
City of Arcadia
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Philip Wray City Engineer
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
240 West Huntington Drive
Arcadia CA 91066-6021
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 25-S (7187) O ACORD CORPORATION 1988
From: Shelleen Piselli At: Johnson, Kendall and Joh ison To: Phil Wray
Fax #: (215) 5P79 -6486 Date: 2/26/02 12:12 PM Page 2 of 3
ud
PAGE 1 OF 1
DESCRIPTION OF OPERATIONS - its w /prof (11 -02)
City of Arcadia
TransCore ITS, Inc.
Philip Wray city Engineer
8158 Adams Drive
240 West Huntington Drive
Hummelstown PA 17036
Arcadia CA 91066 -6021
With regard to General Liability and Automobile Liability, The City, its directors,
officials, officers, employees, agents and volunteers are named as Additional Insured with
respect to work performed by the insured.
General Liability and Automobile Liability
Insurance is primary as respects the the City, its
directors, officials, officers, employees,
agents and volunteers.
Waiver of Subrogation Endorsement applies to the Worker's Compensation Policy.
Sent By: TransCore;
619 450 3855; Feb -28 -02 8:18AM:
DEB 28'02 10:03 FR JOHNSON4M0ENDALL JOHNS 15 96B 0973 TO x,0588264324
?,DDITIONAL INSURED ENDORSEMENT
F_OR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company Caliber One Indemni n / PMA Cavital Insurance Group
This endorsement modifies such insurance as is afforded by the provisions of Policy
# GPF00102903 relating to the following:
Page 2/3
1. The City of Arcadia, 240 West Huntington Drive Arcadia, California 91066 -6021;
its directors, officials, officers, employees, agents and volunteers are named as additional
insureds NNith respect to work performcd by the insured..
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance: carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
(Completion of the following, including countersignaturc, is required to make this endorsement
effective.)
Effective 9/3!2001, this endorsement form as a part of
Policy # GPF00102903
Issued to TransCore ITS.„ Inc. (Named Insured)
•
* 1�l
C
ountersigned by A
Au d Representative
P.02iO3
Sent By: TransCore; 619 450 3855; Feb -28 -02 8:18AM; Page 3/3
tEEB 28'02 10:03 FR JOHNSON 'NDALL JOHNS 15 968 0973 TO Na,,4508264324 P.03iO3
.....
ENDORSEMENT 9
POLICY CHANGE
Effective 09/'03/0 1 , this endorsement forms a pan of Policy No. 2 9 9.40 - 48 -5 3
(A: the time stated in the policy)
issuedto TRANSCORE HOLDINGS, INC.
PRODUCER: JOHNSON, KENDALL &
JOHNSON, INC,
by CENTENNIAL Insurance Company
(The information provided for above is required to be completed only when this
endorsement is issued for attachment to the policy auasequent to its effective date_)
SCHEDULE OF ADDITIONAL INSURED (CA 20 01)
AS REQUIRED BY CONTRACT PRIOR -�'
TO LOSS
Preside t
0 -54 -1517 09/27/01 CLM CPW
+_ I" It ____
Authorized Represontattve
An nan17 ae ** TOTAL PAGE.*0'0t1 **