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HomeMy WebLinkAboutC-1921`✓ C i9L! CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of �Cll uU 1-1 2001 by and between the CITY OF ARCADIA, a municipal organization organized dnder the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and KAKU ASSOCIATES, INC., a California Corporation, with its principal place of business at 1453 Third Street, Suite 400, Santa Monica, California 90401 ( "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 consultation/preparation of intelligent transportation system infrastructures 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 preparation of the City of Arcadia's Intelligent Transportation System Master Plan/Infrastructure 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 preparation/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 /—,:) - D 3 to 3_ _ 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. *40" 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates, 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: Patrick A. Gibson and Tom Choe. 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. FA 104W *00 3.2.6 Consultant's Representative. Consultant hereby designates Patrick A. Gibson, P.E., 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 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. 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 3 %W 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 8 and 9 (hired and nonowned) 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 five (5) 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, 4 a„o 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: 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 that 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 standard thirty (30) days prior written notice with 10 days notice of cancellation for nonpayment 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 declare 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 ANHI, 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 endorsements must be received and approved by the City before work commences. The City V reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safe . 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 TEN THOUSAND FOUR HUNDRED FIFTY THREE DOLLARS AND ZERO CENTS ($10,453.00) without written approval of City's 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 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. 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 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. 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 A 1 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 that 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: City: Mr. Patrick A. Gibson, P.E. Vice President Kaku Associates, Inc. 1453 Third Street, Suite 400 Santa Monica CA 90401 Don Penman Assistant City Manager /Development Services Director City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 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 7 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 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 & 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 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 that 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 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 Parry 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 performance of the 9 14W 14"0 Services, the Project or this Agreement, including without limitation the payment of all consequential damages and 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 of every kind 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, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. 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 written agreement 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 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. 3.5.13 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. %W r 3.5.14 A_ mendment; 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 Severabili . 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 Opportunily 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 that 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. 3.5.21 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. 10 M 3.6 Subcontracting. 3.6.1 Prior Approval Required. the work required by this Agreement, except approval of City. Subcontracts, if any, shall provisions stipulated in this Agreement. CITY OF ARCADIA By: By: William R. Kelly City Manager Dated: ATTEST: Clerk 440 APPROVED AS TO FOItM: Stephen P. Deitsch City Attorney M Consultant shall not subcontract any portion of as expressly stated herein, without prior written contain a provision making them subject to all 11 KAKU ASSOCIATES, INC. P trick A. Gi on, P. E. Vice President Dated: l 0A `1 0 -z— CONCUR: Department Head Date INTELLIGENT TRANSPORTATION SYSTEM MASTER PLAN CITY OF ARCADIA CALIFORNIA EXHIBIT A SCOPE OF SERVICES PROPOSED PROJECT The project involves the preparation of the City of Arcadia's ITS Master Plan as part of the development of their intelligent transportation system infrastructure. The project includes the review of the existing system inventory, assessment of the City's current and planned future traffic operations and incident/special event management, and formulation of the ITS development cost - effective strategies that would lead to efficient and effective use of the system to minimize traffic congestion, enhance traffic safety, and coordinate traffic operations with other agencies. The Master Plan would help the City staff work towards advancement of their operations using the latest tools available. It would also ensure that future system hardware and software would be compatible with and integrated to systems from other entities /agencies including the County of Los Angeles, Caltrans, and adjacent cities. With the growth of regional freeway and arterial traffic along the 1 -210, 1 -605, 1 -10, Huntington Drive, Santa Anita Avenue, Baldwin Avenue, and Las Tuna Drive /Live Oak Avenue /Arrow Highway corridors, real -time traffic management could be increasingly important if not critical in the near future for the City of Arcadia. Also, Santa Anita Park would require efficient event management in the future as well as traffic conditions worsen. ITS tools would provide more information for the City staff to make better decisions, better coordinate with emergency /law enforcement departments, share information with other agencies, and better manage the City's traffic signal network. SCOPE OF SERVICES The scope for this project is to deliver a useful ITS Master Plan for the City of Arcadia transportation staff to guide them in the development of their ITS infrastructure and help establish a efficient computer- assisted traffic operations. It is to be used as both a planning tool and as an operational model for future traffic operations. The following are specific tasks involved in the preparation of the ITS Master Plan: Task 1 — Attend Meetings With City Staff And Other Agency Representatives Kaku Associates (KA) senior staff would meet with the County of Los Angeles staff, Caltrans District 7 staff, and City of Pasadena to gather information on system compatibility and integration requirements. KA would also meet with the City staff /maintenance contractor for up to three work sessions to gather system inventory, gather traffic data, and identify operational /functional needs. Task 2 — Establish Existing ITS Inventory And Assess City's Traffic Operations Based on Task 1, existing ITS inventory would be established and mapped out, and the City's traffic and event management would be assessed. This would help identify strategies where ITS tools can aid City staff in the future. This would also lead to the development of the general ITS functional needs. Task 3 — Develop ITS Master Plan This task would map out future ITS infrastructure that may be used as a framework for the City's future traffic management structure. Based on Task 1 and Task 2, strategies and options for the development of the City's ITS infrastructure would be identified and presented. This would include identification of funding opportunities and joint project development opportunities with other agencies. One of the options would include the potential implementation of the components or elements that the County of Los Angeles is currently offering to the City. Efforts would be made to define these components in as much detail as possible from the discussions with the County staff. For funding options, the federal ITS Integration Grant application and requirements would be reviewed. If applicable and requirements can be met, a new application would be prepared assuming that the application does not require analyses or lengthy report. Task 4 — Present Recommendations Based on the options identified in Task 3, Kaku Associates would make recommendations as to the implementation plan. The recommended plan would identify implementation phases for near -term, medium term, and long -term potential solutions. Those critical to the current traffic management, interagency communications or system integration, and funding opportunities would be identified for immediate implementation steps. As part of the strategy for the City's ITS development, system operations and management would also be addressed. Minimum short-term and long -term staffing plan options would be presented and recommended, comparing those used or planned by other comparable agencies. In addition, the space and furniture needs would be addressed as part of the staffing plan. Task 5 — Prepare A Final Report And Present Findings Kaku Associates would prepare draft ITS Master Plan report. Five copies of the draft report would be submitted for client review. A final report would incorporate the review comments. The cost estimate includes attendance at three City staff meetings /work sessions and one presentation of study results. Attendance at additional meetings, work sessions, and �W *00 public hearings, as well as the conduct of work beyond the scope identified in this proposal would be completed on a time and expense basis. Kaku Associates, Inc. EXHIBIT B COST ESTIMATE INTELLIGENT TRANSPORTATION SYSTEMS MASTER PLAN CITY OF ARCADIA 1012912002 a 3 HOURS PER EMPLOYEE EMPLOYEE> TOTAL TOTAL Principal I Principal II Assoc.I Assoc. II Assoc. III Assoc. IV Technician Admin. HOURLY RATE> $250 $215 $150 $125 $105 $75 $55 $65 HOURS COSTS TASK 1 Meetings 4 8 12 $2,200 TASK 2 Inventory & Assessment 16 2 18 $2,510 TASK 3 Master Plan 1 24 4 29 $4,070 TASK 4 Draft Report 1 8 4 13 $1,670 TASK 5 0 $0 TASK 6 0 $0 TASK 7 0 $0 TASK 8 0 $0 TASK 9 0 $0 TASK 10 0 $0 TASK 11 0 $0 0 $0 0 $0 TOTAL HOURS 6 0 56 0 0 0 10 0 72 — LABOR COSTS $1,500 $0 $8,400 $0 $0 $0 $550 $0 — $10,450 OTHER DIRECT COSTS: Travel $0 Computer $0 Reproduction & Supplies $0 Temporary Labor $0 Data Collection $0 Other $0 Total Other Direct Costs $0 TOTAL COST $10,450 a 3 1%0 EXHIBIT C COST ESTIMATE (BY HOURLY RATES) ITS MASTER PLAN CITY OF ARCADIA HOURLY TOTAL TOTAL EMPLOYEE RATE HOURS COSTS Principal I - Pat Gibson $96.00 6 $576 Principal If $83.00 0 $0 Associate I - Tom Choe $58.00 56 $3,248 Associate II $48.00 0 $0 Associate 111 $40.00 0 $0 Associate IV $29.00 0 $0 Technician - Various Staff $22.00 10 $220 Administrative $25.00 0 $0 TOTAL HOURS 72 -- TOTAL LABOR COSTS -- $4,044 OVERHEAD Multiplier: 135% $5,459 LABOR COST W /OVERHEAD $9,503 OTHER DIRECT COSTS: Travel $0 Telephone $0 Computer $0 Reproduction $0 Supplies $0 Temporary Labor $0 Traffic Counts $0 Other $0 Total Other Direct Costs $0 TOTAL COST $9,503 FEE (PROFIT) Multiplier: 10% $950 TOTAL COST PLUS FEE $10,453 ACORDM CERTIFIC : OF LIABILITY INSUUNCE ��;os�za 2' PRODUCER (626)795 -7059 FAX (626)792 -2321 FIA Insurance Services, Inc. 99 South Lake Avenue, #300 Pasadena, CA 91101 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 Kaku Associates 1453 Third St., Ste.400 Santa Monica, CA 90401 INSURER Great American Ins. Company INSURER Greenwich Insurance Company INSURER C' INSURER D INSURER E. COVERAGES 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. INZK LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM /DD/YY) DATE (MM /DDIYY) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR PAC375372306 08/01/2002 08/01/2003 EACH OCCURRENCE $ 11000,000 FIRE DAMAGE (Any one fire) $ 100,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 11000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP /OP AGG $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO JECT DLOC A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS PAC375372306 0810112002 08/01/2003 COMBINED SINGLE LIMIT (Ea accident) $ 11000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ — X X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY -EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ EACH OCCURRENCE $ EXCESS LIABILITY OCCUR D CLAIMS MADE DEDUCTIBLE RETENTION $ AGGREGATE $ $ s a 0375372410 08/01/2002 08/01/2003 X TORY LIMITS ER A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 s OTHER Professional Liability RECO012416 08/09/2002 08/09/2003 $ 11000,000 Per Claim 1,000,000 Policy Aggregate S 50,000 Retention DESCRIPTION OF OPERATIONS /LOCATIONW HICLE&F_XCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS he City of Arcadia, its directors, officials, officers, employees, agents and volunteers are named as dditional insured, as their interest may appear, per attached CG 20 10 10 /01. Insurance is Primary. [giver of Subrogation is applicable to Workers' Comp coverages. of #P3055. (Except 10 day notice for nonpayment of premium) ADDITIONAL INSURED; INSURER LETTER Ms. Pat Auriemmo Engineering Division, City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 25-5 jWd[) FAX: (626)447 -7866 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITq AGENTS OR REPRESENTATIVES. 1'2/30/02 19:51 FAX 6267922321 " a1 7/ *P 7' 4 AMENS 11/07/2002 Greet American Insurance Companies Subeloleries of American Financial corporation 580 Walnut Stroct, Cincinnati, Ohio 45202 FIA INS SCVS INC 1@003 3 -U C30193965 •D /B 0 IGINAL t 0173454 CG 20 10 (Ed.10 101) Policy: PAC 375 -37 -23 06 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS (FOFtM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ame of Person or rganization: THE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS C/0 MS. PAT AURIEMMO ENGINEERING DIVISION, CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE 4RCADIA, CA 91066 -6021 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) A. Section II - Who Is An Insured is amended to include as an Insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that Insured B. With respect to the insurance afforded to these Additional Insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to 'bodily injury" or "property damage" occuring after. (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional Insured(s) at the site of the covered operations has been completed, or (2) that portion of "your work" out of which the Injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the some project. Copyright. Insurance Services Office Properties. Inc., 2000 CG 20 10 10/01 (Page 1 of 1) U/30/02 19:30 FAX 6267922321 FIA INS SCVS INC Q002 C * 90. 12/17/02 *P1 753723 -06 030193965 *D /B � ORIGINAL COPY AMNW EW 11/07/2002 0173454 IL 70 02 OS/92 l AdmkiWhmORoes Policy No. PAC 375-37-23 - 06 580wvnut&W Effective Date of Change 11/0712002 GREATAWJUCAl1t ummed, 0H 45282 ,N UUMCf NOW 513'wwwph BUS I NESSPRO POL 1 CY CHANGES NAMED INSURED KAKU ASSOCIATES AND ADDRESS: 1453 THIRD ST., STE. 400 SANTA MONICA, CA 90401 THIS ENDORSEMENT AGENT'S NAME AND ADDRESS: CHANGES THE POLICY, FIA INSURANCE SERVICES, INC. PLEASE READ IT 99 S LAKE AVE STE 300 CAREFULLY. PASADENA, CA 91101 2697 Insurance is afforded by the Company named below, a Capital Stock Corporation: GREAT AMERICAN ALLIANCE INSURANCE COMPANY POLICY PERIOD: From 08/01/2002 To 08/01/2003 12:01 A.M. Standard Time at the address of the Named Insured ADDITIONAL PRFMIUM $100.00 IN CONSIDERATION OF ADDITIONAL PREMIUM CHARGED, IT IS HEREBY AGREED AND UNDERSTOOD THAT THE FOLLOWING ADDITIONAL INSURED HAS BEEN ADDED: HE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS ND VOLUNTEERS /O MS. PAT AURIEMMO ENGINEERING DIVISION, CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE ARCADIA, CA 91066 -6021 FORM CG2010 IS ATTACHED AND APPLICABLE_ 1NY AMENDED FORMS ATTACHED TO THIS CHANGE DISPLAY PREMIUMS FOR A FULL )OLICY TERM. Forms and Endorsement Activity CG2010 10/01 ADDL INS -FORM B - OWN /LESS /CONT ADDED Countersigned By — - - Date Authoriz d Signature Copyright, Insurance Services Office, Inc., 1991 IL 70 02 05/92 (Page 1 of 1 ) TOADLAB F9 X(W) 11/05/02 16:15 FAX 6267922321 _ FIA INS SCVS INC Q002/003 CERTIFICATE OFLIABILITY INSURANCE DATEIMIWDDIYY) A�,e 1. 11/05/2002 (6 26) 79 5 - 70 59 (626)792-2321 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE FIA Insurance Services, Inc. HOB, DER. TH13CER11FICATE DOES NOT AMEND, EXTEND OR 99 South Lake Avenue, 0306 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pasadena. CA 91101 INSURERS AFFORDING COVERAGE Kaku Associates INSURERA Great American Ins. Compan 1453 Third St., Ste.400 INSURER B: Greenwich Insurance Con nnyl Santa Monica. CA 90401 INSURER C: INSURER M WSUtiER E RAO MPOUCIESOFIN$t)MNCELIVMar=LowHAvEoEEN ISSUMM THE INSURED NAMED E POLI P IOD IN I IN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT M WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT MALL THE TiIERMS, EXCWSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMTiS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 191 TYPE OF INSURANCE POLIO f NUN16R ATE M 7E (M ID uN� GENaU►LUANRLIrr AC375372306 08/01/2002 09/01/2003 �+OGCURRENCK s COMMERCIAL GENERAL LUIBILRY rA FIRE DAMAGE (AnY awe rye) i 100 0 00 CWMSMADE L-1 OCCUR MEDEXPVMonepow I 10 000 PERSONAL &ADYINJURY f 1, 000 000 GENERAL AGGREGATE a 2,000,000 GENT AGtM O ATF LIMIT APPLIES PER PRODUCTS - COMPMP AM 1 1.000.000 X POUCY PFR Lac AUTOMOBILE LIABILITY PAC37S372306 06/01/2002 09/0112003 OyASEDaWGLELIMIT i ANY AUTO (Ea ey �n 110006000 ALL OWNED AI)TOB BODILY INJURY i BC 45OULED AUTOS (� ) A X IiMEDAUTO>i SODILYaWURY = X NON -"&D AUTOS (Per mcideng PROPERTY DAMAGE : (Pxaodeenq GAR"O LIANUTY AUTO ONLY - EA ACCIDENT i ANY AUTO O_T RTHAN EAACC s W ONLY: AGO S 002112 LIABILITY RAM OCCURRENCE 6 OCCUR O CLAIMS MADE AGGREGATE S i DEDUCTIBLE S RErENnON s s WORKS" COMPENSATION AND OC373372410 08/01/2002 09/01/2003 X TORYLINIT9 ER 14PLOYERV LIABILITY EL EACH ACCIDENT Z 1,000,000 A LL DISEASE -EA EMPLOYEE S 3.1000,000 EN, DISEASE - POLICY LIMIT 4 11000,000 OTHER ECO012416 08/0912002 09/09/2003 $ 1,000,000 Per Claim rofessional Liability B $ 1,000,000 Polic Y Aggregate $ 50,000 Retention BA.Or.A DO P ilONa he City of Arcadia, its directors, officials, officers, employees. agents and volunteers are named as insured, as their interest may appear, per attached CG 20 10 10 /01. Insurance is Primary. r of Subrogation is applicable to Workers' Comp coverages. Lddi.tional P3055. ept 10 day notice for nonpayment of preMiuM) FICATE-HOLDER I IA0OMwALINSuMjEv.INSUpMLU= CANOE ON ^%,wrw LaV it /e /) FAX: (626)447 -7866 V J - - —1- II — . - -' SIONULD ANY OF THE ABOVE MWRiBED POLICIES BE CANCELLIM MOM THE CEPIRATiON DATE THEREOF, THE ISSUM COMPANY WILL ENDEAVOR TD MAIL b 3 0 nAys wwmu NOTICE TO THE CERTiFICATE HOLDER NANED TO THE LEFT, Ms. Pat Auriamlao OUT FALLURET' OM/ UL SUCH NOTICE SHALLIMPOSE N0 OBLIGATION ORLWBIElTY 240 West Huntington Drive OF ANY KIND UPON THE COYPANY, ORREPRESEMTATNBB AlNifl ENTATNE Arcadia, CA 91066 -6021 ^%,wrw LaV it /e /) FAX: (626)447 -7866 V J - - —1- II — . - -'