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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ITS DESIGN SERVICES
1. PARTIES AND DATE. n�
This Agreement is made and entered into this 0day of
2011 by and between the City of Arcadia, a charter city organiz d under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and TransCore ITS,
LLC, a Delaware Limited Liability Company with its principal place of business at 626
Wilshire Blvd., Suite 818, Los Angeles CA 90017 ( "Consultant "). City and Consultant
are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing ITS design
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 Design
Services — Phase 2 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 ITS design
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 May 1, 2011 to
May 1, 2013, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods, and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Charles Dankocsik.
3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his designee, to
act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
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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.
3.2.6 Consultant's Representative. Consultant hereby designates
Charles Dankocsik or his designee, to act as its representative for the performance of
this Agreement ( "Consultant's Representative "). Consultant's Representative shall have
full authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences, and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants, and other staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify, and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
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3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. For all policies except
Worker's Compensation and Professional Liability, consultant shall also name and
obtain insurer's consent to naming City, its directors, officials, officers, employees,
agents and volunteers as an additional insured with proof of certificate of insurance that
they are an additional insured. Such insurance shall meet at least the following
minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
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City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured for all policies except Worker's Compensation and Professional
Liability. Any deductibles or self- insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability. Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
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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, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
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, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
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must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Four
Hundred Ninety Seven Thousand Five Hundred Seventy Seven Dollars ($497,577)
without written approval of the City Manager. 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.
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For Domestic Wires:
Wachovia Bank
1525 W. W.T. Harris Blvd
Charlotte NC 28262 -8522
Acct # 2000028340177 Routing # 061000227
Beneficiary: TransCore Holdings, Inc., on behalf of TransCore ITS, LLC.
For Hard Copy Checks:
TransCore
PO Box 933493
Atlanta GA 31193 -3493 (Please use 9 digit zip code)
Overniaht Mail for Checks:
Wachovia /TransCore
Attn: 933493
3585 Atlanta Ave.
Hapeville GA 30354
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during 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
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cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant: TransCore ITS, LLC
626 Wilshire Blvd., Suite 818
Los Angeles CA 90017
Attn: Charles Dankocsik
City: City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg, Assistant City Manager/
Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
Excluding the TransSuite® License, which is included herein as "Exhibit D ", 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
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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.
3.5.5 Indemnification. Consultant shall defend, indemnify and hole the
City, its officials, officers, employees, volunteers and agents free and harmless from
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, in any manner arising
out of or incident to any negligent acts, omissions or willful misconduct of Consultant, its
officials, officers, employees, agents, consultants and contractors arising out of or in
connection with the performance of the Services, the Project or this Agreement,
including reasonable attorney's fees and other related costs and expenses. Consultant
shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid
suits, actions or other legal proceedings that may be brought or instituted against City,
its directors, officials, officers, employees, agents or volunteers. Consultant shall pay
and satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, employees, agents or volunteers, in any such suit, action or
other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by any negligence
or willful misconduct by the City or its directors, officials, officers, employees, agents or
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volunteers. Consultant shall reimburse City and its directors, officials, officers,
employees, agents and /or volunteers, for any and all legal expenses and costs incurred
by each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers
and shall take effect immediately upon execution of this Agreement."
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
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3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
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3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
4. Force Majeure.
Except as otherwise expressly provided herein, neither Party hereto shall be
considered in default in the performance of its obligations hereunder to the extent that
such performance is prevented or delayed by any cause, existing or future, which is not
within the reasonable control of such Party including, but not limited to, acts of God or
the public enemy, fires, earthquakes, explosion, riots, strikes (not including strikes of the
Consultant's staff personnel), or war, terrorist acts, or inclement weather, where the
Party whose performance was delayed did not otherwise cause or contribute to the
cause of the delay or not prevent, when able to prevent, such delay. Notwithstanding
the foregoing, the failures of any of the Consultant's suppliers, Sub - Contractors, or the
like shall not excuse Consultant's performance except to the extent that such failures
are due to any cause without the fault and outside the reasonable control of such
Suppliers, Sub - Contractors, or the like including, but not limited to, acts of God or the
public enemy, fires, explosion, riots, strikes (not including strikes of the Consultant's
staff personnel), or war, terrorist acts, or inclement weather.
[SIGNATURES ON NEXT PAGE]
Revised 12/10 LM
13
In witness whereof the parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Donald Penman
City Manager
Dated: 61 to , 2011
ATTEST:
'I
APPROVED AS TO FORM:
��� P 6a-x;�/
Stephen P. Deitsch
City Attorney
Revised 12/10 LM
14
TRANSCORE ITS, LLC
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Dated: MA y 3 , 2011
CONCUR:
ason K ckeberg b ate
Assistant City Manage
Development Services Director
See attached.
EXHIBIT "A"
SCOPE OF SERVICES
A -1
CITY OF ARCADIA
ARCADIA
ITS Design Services — Phase 2
Scope -of -Work (SOW)
FINAL
Submitted By:
T
626 Wilshire Boulevard
Suite 818
Los Angeles, CA 90017
March 291h, 2011
City of Arcadia TR/ P96 RE.
The following presents TransCore ITS LLC's Scope -of -Work (SOW) for the City of Arcadia's Design
Services for Phase 2 Intelligent Transportation System (ITS) Development. This SOW is based on our
understanding of the project requirements as discussed in the project scoping meeting held on March 18t',
2011. This SOW has been broken into two categories of work — Base Work Elements and Optional
Tasks.
TASK 1 — REQUIREMENTS ANALYSIS, PROJECT PLANNING, & SCHEMATIC
DESIGN
Task L I - Evaluate Existing TCS System
TransCore staff (TransSuite technical expert & Communications Network technical expert) will meet
with Arcadia's Project Manager (PM) and evaluate the current state of the City's existing Traffic Control
System (TCS) infrastructure components (field, TMC, & Server Room). Some key items include the
number of spare media converters available in the Server Room, available slots on the media converter
chassis to support additional network expansion, IP addressing scheme and VLAN assignments, existing
TransSuite servers' ability to support the APeMS functionality, and workstation video card's capacity to
support the additional video screen. In addition, the computer hardware for servers, workstations, and the
overall network configuration will be reviewed. All findings and suggestions will be presented in a brief
technical memo provided to the City. An IP address scheme and VLAN assignment matrix spreadsheet
will also be provided to allow for better management of the City's IP network.
Assumptions:
• City will provide access to the existing TCS infrastructure components (field, TMC, & Server
Room)
Deliverables:
1 -day on -site review of existing TCS infrastructure components (field, TMC, & Server Room)
Technical memo detailing any proposed modifications or enhancements
IP address scheme & VLAN assignment matrix spreadsheet
Task 1.2 — Update Existing Fiber Splice As- Builts
Relevant ITS as -built plans will be provided to TransCore by the City, including plans for existing traffic
signals, signal communication infrastructure, and other applicable data. TransCore will then review this
information to identify and prepare as -built plans re: the City's fiber splice diagrams (field & central) in
order to complete the City's as -built information. At this time, TransCore envisions developing 10 as-
built plans /diagrams re: the existing fiber splice and /or communications network as follows:
• Fiber splice diagrams re: traffic signals on fiber communications channels (7 diagrams)
• Fiber splice diagrams re: traffic signals on wireless IP -radio communications channels (1
diagram)
• Fiber splice diagrams re: CCTVs on fiber communications channels (1 diagram)
• Server Room communications panel patches (East & West) (1 diagram)
ITS Design Services —Phase 2 SOW (FINAL) Page I March 29`h, 20 11
City of Arcadia TRAP9 RE.
Assumptions:
• The City will develop /provide the as -built plans /diagrams re: the existing communications
network (fiber & conduit)
• TransCore will develop the as -built built plans /diagrams re: the existing fiber splice and/or
communications network to the level -of- detail provided in Exhibit 1
Deliverables:
• Review of existing data & as -built information
• Summary of missing items
• Development of 10 as -built plans /diagrams re: the existing fiber splice and /or communications
network (24 "06 ")
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Task L3 — Stakeholder Meetings
TransCore will attend up to three (3) Stakeholder meetings with City staff. At this time, the intent of the
meetings is as follows
• Define & document project parameters
• Review the City map & determine /optimize ITS component and/or communications locations
• Determine the preliminary outreach processes to be used for the project
• Discuss Vehicle Detection System (VDS) requirements (functionality, technology, integration
aspects, etc.)
As necessary, TransCore will prepare minor handouts prior to the meetings. After the meetings are
conducted, TransCore will provide meeting minutes to the City that include a "rolling" Action Item list
that identifies and summarizes the Action Item (what needs to be done), Responsible Parties (who needs
to do it), Resolution Dates (when will it get done), and End Result (how was it accomplished).
Assumptions:
• No assumptions for this task
ITS Design Services — Phase 2 SOW (FINAL) Page 2 March 29", 2011
City q/Arcadia TR^! 960RE
Deliverables:
Attendance of up to 3 TransCore staff at up to 3 Stakeholder Meetings
Preparation of minor handout graphics for meetings
Meeting minutes for each of the attended meetings
Task 1.4 — Requirements Analysis & Schematic Design
TransCore will perform a requirements analysis that will depict the final system configuration for the
project including both Phase 1 and Phase 2 elements. The requirements analysis will clearly indicate how
various components of the system will be installed and connected to each other, as well as with the field
components. A project schematic design will then be developed based on the requirements analysis and
will contain the following:
• System architecture diagram (hardware configuration) (Exhibit 2)
• Communications network channel assignments (Exhibit 3)
A system architecture diagram will be developed to show the individual computer workstations and
servers, and the interconnections between the equipment. The system architecture will also detail the
links between the computer equipment and the field communications network, the communications
equipment that will be provided, and the planned location of that equipment.
TransCore will work with the City to review the proposed communications network and develop
communications channel assignments for the new Phase 2 intersections. This review will ensure that the
communications network can support the planned TransSuite expansion. Please refer to Exhibit 2 and
Exhibit 3 respectively for samples and drafts of these proposed deliverables.
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ITS Design Services — Phase 2 SOW (FINAL) Page 3 March 29`n, 2011
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TransCore will also update Arcadia's TransSuite System Functionality Document (SFD) to reflect any
changes that the City has made since Phase 1 as well as plans to make in Phase 2. In addition, TransCore
will document the City's desired VDS requirements (functionality, technology, integration aspects, etc.)
as well as document the City's desired ITS component and /or communications locations.
Assumptions:
• TransCore will develop the system architecture & communications network channel
assignments diagrams to the level -of- detail provided in Exhibit 2 & Exhibit 3
Deliverables:
• System architecture diagram (hardware configuration)
• Communications network channel assignments
• Update City's signalized intersection status spreadsheet
• Update City's TransSuite SFD
• Document the City's desired VDS requirements (functionality, technology, integration
aspects, etc.)
• Document the City's desired ITS component and /or communications locations
Task L5— Update SERFDocument
In Phase 1, TransCore developed the initial Systems Engineering Review Form (SERF) documentation to
identify portions of the Los Angeles County Arterial ITS Architecture being implemented that needed to
be included within the City's SERF (e.g., required components, interfaces, data flows, standards, etc.).
TransCore will update the City's existing SERF documentation to reflect changes made in Phase 2 as well
as complete the required Caltrans forms to meet SERF requirements for the project.
Assumptions:
• None for this task
Deliverables:
• Update existing SERF documentation
• Complete required Caltrans SERF forms for project
ITS Design Services — Phase 2 SOW (FINAL) Page 5 March 29`h, 2011
City oJ'Arcadia TR/ P96- RE.
TASK 2 — DESIGN & DEVELOPMENT OF CCTV CAMERAS, VEHICLE DETECTION
STATIONS (VDS), FIBER -OPTIC INTERCONNECT & IMPROVEMENTSTO THE
TCS SYSTEM
Task 2.1a — OPTIONAL - Base Map Preparation
At this time, the City will prepare the Base Maps for the Phase 2 design. Per the City's direction,
TransCore will prepare the base maps for the Phase 2 design as identified within Optional Task 2.1 a.
Task 2. lb — OPTIONAL - Fiber & Conduit PS &E
At this time, the City will prepare the Fiber & Conduit PS &E for the Phase 2 design. Per the City's
direction, TransCore will prepare the Fiber & Conduit PS &E for the Phase 2 design as identified within
Optional Task 2.1b.
Task 2.1d — CCTV PS &E (6 Sheets)
TransCore will develop CCTV PS &E package submittals for 6 of the following 12 locations as directed
by the City:
• Huntington Dr. & Sunset Blvd.
• Baldwin Ave. & Colorado St.
• Baldwin Ave. & Foothill Blvd.
• Duarte Rd. & Holly Ave.
• Duarte Rd. & Monte Ave.
• Colorado Blvd. & Colorado Pl.
• Santa Anita Ave. & Foothill Blvd.
• Foothill Blvd. & Second Ave.
• Huntington Dr. & Gateway Dr.
• Baldwin Ave & Camino Real Ave.
• Baldwin Ave. & Gate 8
• Las Tunas Dr. & Live Oak Ave.
TransCore will prepare three (3) PS &E package submittals at the 65 %, 100 %, and FINAL stages for
review by the City (and any other impacted Stakeholders). TransCore will prepare the CCTV PS &E for
inclusion within the City's one combined FINAL PS &E Bid Package for the Field Elements. Plan sheets
for CCTV cameras will be prepared at a scale of 1" = 20 ". TransCore will also provide CCTV cameras
standard details (reflecting the City's desired CCTV camera/technology). As necessary, TransCore will
conduct specific CCTV meetings with the City to discuss requirements, camera placement, etc. In
addition, a Comment Resolution meeting will be conducted in order for both Parties to discuss /review
design comments in order to ensure agreement prior to inclusion within the PS &E Bid Package.
65% PS &E Submittal — This submittal will include all the design plan elements. It is our intention to
submit as complete of a design at this time in order to identify gaps in the design as early as possible and
maintain the overall schedule. TransCore is aware that Arcadia has many standard details /specifications
from previous projects of this nature and will work with the City to determine which details /specifications
are applicable to this project. CCTV camera mounting details will be included along with a diagram
showing the connectivity between all video system components (i.e. camera, encoder, Ethernet switch).
Special Provisions, technical specifications, and cost estimates for CCTV cameras, encoders, decoders,
and video distribution systems will be developed.
TransCore will submit PS &E documents to all affected Agencies for review and comment. Plan sheets
for the 65% submittal will be prepared in AutoCAD on 24" x 36" paper.
ITS Design Services — Phase 2 SOW (FINAL) Page 6 March 29`h, 2011
City of Arcadia TR/V1y CO_ RE.
100% PS &E Submittal — TransCore will incorporate one set of consolidated, non - conflicting comments,
changes, and corrections received from the City on the 65% PS &E submittal into the 100% submittal
package. At this stage in the project, the focus will be on filling the design gaps identified in the review
and finalizing the design components. In addition, the development of the cost estimate and final
specifications will be prepared. This review package will include the plan sets and design details, project
specifications and overall detailed cost estimate for review by the Stakeholders. The package will be
submitted to the City and all affected Agencies for review comments and updates.
Final PS &E Submittal - TransCore will incorporate one set of consolidated, non - conflicting comments,
changes, and corrections received from the City on the 100% PS &E submittal into the FINAL submittal.
At this stage in the project, the focus will be on making final modifications to the design plans and details,
specifications and cost estimate to incorporate all comments received to date.
Assumptions:
• Plans for the CCTV design will be prepared at 20 scale, show existing poles, & include all
applicable notes
• Plans for the CCTV design will be prepared on 24 "06" size AutoCAD 2010 ( *.dwg) or older
file type
• City will prepare one combined FINAL PS &E Bid Package (in which the CCTV PS &E will
be incorporated)
• Bucket truck surveys re: CCTV camera placement are not required & installation will be at the
intersection quadrant identified within TransCore's proposal (dated 2/10/11)
• CCTV cameras will be mounted on the Traffic Signal Standard poles at a height of —30 -feet
• CCTV cameras will be placed in close proximity to the controller
• CCTV power source & communications will be connected via the controller cabinet
Deliverables:
• 65% PS &E submittal
• 100% PS &E submittal
• FINAL PS &E submittal
Task 2.1 e — VDS PS&E (24 Sheets)
At this time, the City has not selected its desired system and/or technology re: the VDS. Therefore, VDS
PS &E has not been included as part of this initial Phase 2 SOW. Once the City selects its desired VDS
system and /or technology, the City intends to direct TransCore to prepare the VDS PS &E for the Phase 2
design as well as identify the scope to integrate the VDS with the TransSuite system and /or the City ATIS
website as part of a Future Change Order.
Task1lf— TMCImprovements
At this time the City wants to install /mount a new 42 -inch video screen (or TV monitor) on the TMC
wall. TransCore will work with the City to identify the new TV monitor's requirements (size, resolution
quality, etc.). Then, TransCore will procure the new video screen. Since the TMC's existing 42 -inch
monitor is already centered on the north TMC wall, it is anticipated that it will have to be taken down
temporarily in order to more optimally place the 2 TV monitors on the same wall. Therefore, the existing
mounts/brackets will need to be modified and /or replaced in order to place /support both monitors on the
same wall.
ITS Design Services — Phase 2 SOW (FINAL) Page 7 March 2-0, 2011
City of Arcadia TRAfg RE.
Assumptions:
• Workstation video card contains the capacity to support the additional video screen
• Existing mounts/brackets will need to be modified and /or replaced (TMC north wall)
Deliverables:
• Procure 1 new 42 -inch video screen
• Optimally place /mount the two 42 -inch video screens (one existing and one new) on TMC
north wall
Task 2.1g — Fiber Splice Diagrams
TransCore will prepare all of the fiber splice diagrams re: the Phase 2 design (up to 25 intersections) and
incorporate such into the Fiber & Conduit PS &E prepared by the City (per Task 2. lb).
65% PS &E Submittal — This submittal will include all the design plan elements. It is our intention to
submit as complete of a design at this time in order to identify gaps in the design as early as possible and
maintain the overall schedule. TransCore is aware that Arcadia has many standard details /specifications
from previous projects of this nature and will work with the City to determine which details /specifications
are applicable to this project.
Communications assignment/connection details and /or fiber splice diagrams will be provided. Special
provisions and cost estimates for termination panels and splice boxes will be provided. TransCore will
develop special provisions, technical specifications, and cost estimates for Ethernet switching and routing
equipment to be installed in the field and at the Arcadia TMC.
TransCore will submit PS &E documents to all affected Agencies for review and comment. Plan sheets
for this submittal will be prepared in AutoCAD on 24" x 36" paper.
100% PS &E Submittal — TransCore will incorporate one set of consolidated, non- conflicting comments,
changes, and corrections received from the City on the 65% PS &E submittal into the 100% submittal
package. At this stage in the project, the focus will be on filling the design gaps identified in the review
and finalizing the design components. In addition, the development of the cost estimate and final
specifications will be prepared. This review package will include the plan sets and design details, project
specifications and overall detailed cost estimate for review by the Stakeholders. The package will be
submitted to the City and all affected Agencies for review comments and updates.
FINAL PS &E Submittal — TransCore will incorporate one set of consolidated, non - conflicting comments,
changes, and corrections received from the City on the 100% PS &E submittal into the FINAL submittal.
At this stage in the project, the focus will be on making final modifications to the design plans and details,
specifications and cost estimate to incorporate all comments received to date.
Assumptions:
• City will "re -use" the existing 48- strand fiber trunks (East & West) into the Server Room
• City will perform field checks (as necessary) to ensure that all 48- strands are continuous from
the Server Room to their respective termination
• 4 fiber strands will be spliced at each controller location
• Fiber splice diagrams will be incorporated into the Fiber & Conduit PS &E prepared by the
City (per Task 2.1b)
• Plans for the fiber splice diagrams will be prepared on 24 "x36" size AutoCAD 2010 ( *.dwg)
or older file type
• City will prepare one combined FINAL PS &E Bid Package
ITS Design Services — Phase 2 SOW (FINAL) Page 8 March 29`h, 201 1
City of Arcadia TRA RE.
Deliverables:
• Fiber splice diagrams re: the Phase 2 design (up to 25 intersections)
Task 2.1h — Overall PS &E QAIQC
TransCore will perform technical Quality Assurance & Quality Control (QA/QC) re: the overall Phase
PS &E Bid Package. TransCore will perform such technical QA /QC reviews for the 65 %, 100 %, &
FINAL PS &E Package. TransCore will perform a field review in the early stages of the project to ensure
that ITS device placements can be constructed. For the 65% PS &E, TransCore will conduct a Comment
Resolution meeting with the City re: the design and /or comments on the design (CCTV, VDS,
communications, utilities, etc.) to ensure agreement prior to further design efforts.
Assumptions:
• City will prepare the FINAL PS &E Bid Package (boilerplate, prevailing wages, public
information, etc.)
• City will prepare one combined FINAL PS &E Bid Package
Deliverables:
• QA/QC re: the Phase 2 PS &E (65 %. 100 %, & FINAL)
• Comment Resolution Meeting (65% PS &E)
Task 1.1— Technical Integration Support
TransCore will provide 80 -hours of technical integration support during the construction and integration
phases of the project as follows:
• Field, network or central configuration, troubleshooting, & integration services (e.g., IP -based
communications network, CCTV, VDS, controllers, etc.)
• Oversee and /or perform review re: Contractor fiber splicing work & connection to patch panel
(field) & central (Server Room)
• Oversee CCTV camera installation
Assumptions:
• City will perform the fiber & conduit inspection
Deliverables:
• 80 -hours of technical integration support
Task 1.3 — Arterial Performance Measurement System (APeMS) & Advanced Traveler
Information System (ATIS)
This task uses the capabilities of the existing TransSuite system to provide APeMS information that can
be displayed on an ATIS website. The advantage in this approach is that it allows any detection (e.g.,
detector loops, video detection, magnetometers, radar, etc.) connected to a controller to provide
information to the APeMS versus utilizing separate detection. In this manner it allows both the existing
system detection (Phase 1 — 34 intersections) and the new system detection (Phase 2 — 12 intersections) to
provide data to the APeMS and be integrated together onto a single ATIS map. Phase 2's 12 intersections
are as follow:
• Huntington Dr. & Golden West Ave.
• Huntington Dr. & Sunset Blvd.
• Huntington Dr. & Michillinda Ave.
• Baldwin Ave. & Gate 7
• Baldwin Ave. & Colorado St.
• Baldwin Ave. & Foothill Blvd.
• Duarte Rd. & Holly Ave.
ITS Design Services — Phase 2 SOW (FINAL) Page 9 March 29", 2011
City of Arcadia TRAP65 RE.
• Duarte Rd. & Monte Ave.
• Colorado Blvd. & Colorado Pl.
• Santa Anita Ave. & Foothill Blvd.
• Santa Anita & First Ave.
• Foothill Blvd. & Second Ave.
For this project, TransCore will configure the existing TransSuite system to provide APeMS information.
The configuration entails configuring the already provided system detector information into spatially
relevant information that can be displayed on a GIS based geographically accurate map.
TransSuite TCS has the ability to collect volume and occupancy data from 28 detectors using the LACO-
4E firmware that is currently deployed in the City's Type 170 controllers. TransSuite TCS provides tools
for the user to define a congestion Active X control on the ATMS Map, which shows a color coded
occupancy level for each street where a congestion Active X control item has been defined.
As part of this task, TransCore will identify street segments with system detectors and create congestion
controls for those areas to be displayed on the ATMS Map. TransCore will define the smoothing values
for the system detectors so that the congestion controls on ATMS Map will change colors in a controlled
manner. Detector smoothing is accomplished by averaging volume and occupancy data over 2 or more
detector collection periods. The LACO -4E detector collection period is fixed at 60- seconds in the
controller which will control the update rate on the congestion links. The City will be able to change the
color thresholds for the congestion levels as needed. Once the congestion links are created, the data will
be available via web services and data file for access by other Agencies (i.e., RIITS, IEN, CalPoly) for
display or additional analysis.
TransCore will work with the City to design an Advanced Traveler Information System (ATIS). The first
component of the system will be display of the APeMS data on the City's Internet web site. TransCore
expects that the APeMS data will be displayed on a Google map, linked to the City's internet site, by
converting the TransSuite congestion data (based on measured occupancy levels) into an Open Geospatial
Consortium (OGC) KML file. TransSuite will update the KML file and automatically transmit it to the
City's web site. TransCore will work with the City to determine the best update rate (1 -10 minutes) for
the Google map. Exhibit 4 shows an example view of the ATIS map.
Assumptions:
• The City's IT staff will provide access to the City's web site to add the ATIS web page
• The City's IT staff will provide network configuration assistance so that the KML data can be
sent to the ATIS web page
• The City will provide all base mapping
• APeMS data will be provided to the TransSuite system by any detector connected to a field
controller connected to the TransSuite system
• APeMS data will be displayed on a Google map, linked to the City's internet web site
Deliverables:
• Configuration & set -up of system detectors at the new Phase 2 intersections (12 intersections)
• Configuration of the congestion controls on ATMS Map using defined system detector
locations (Phase 1 — 34 intersections & Phase 2 —12 intersections)
• Implementation of the software to convert the congestion layer to the KML file used to
provide APeMS data to the ATIS website
• Configuration and set -up of an ATIS website to be hosted on the City website
• Design document for the ATIS website
ITS Design Services — Phase 2 SOW (FINAL) Page 10 March 29", 2011
City of Arcadia TRAP9( RE,
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Task 2.4 Additional 6 CCTVs & 12 Traffic Signals onto TransSuite System
TransCore will work with the City to integrate the various new Phase 2 field devices with the existing
TransSuite system
• Up to 6 CCTV locations (identified in Task 2.1d)
• Up to 12 intersections (identified in Task 2.3)
This work will be performed after the communications network and field devices have been installed.
This integration will include configuring the TransSuite Central Communications Server (CCS) with the
proper communications channels, IP addresses and VLAN Assignments, as well as verifying system
operations. At this time, TransCore will load the intersection database into TransSuite TCS by
performing uploads from the actual controllers. This process assures that the most up -to -date information
in the controller is stored in the database, and also prevents the accidental downloading of outdated
information from the system to the controllers. During this effort, each of the new intersections will be
brought on -line and their operations with the system verified to ensure that they are integrated properly,
including responding to system commands, setting time in the controller from TransSuite TCS,
successfully performing system uploads and downloads, and providing real -time data to the TransSuite
software. TransCore will then monitor the operation of the TransSuite system and connected controllers
at the City TMC with City staff to verify their proper operation.
ITS Design Services — Phase 2 SOW (FINAL) Page I I March 29`h, 2011
City of Arcadia TRAP657RE,
Similar steps will be taken with the CCTV cameras. TransCore will configure the TransSuite VCS with
the proper IP address and VLAN assignment of the cameras and verify that communications are taking
place with the cameras. This work will include viewing the video image and also making sure that the
camera properly responds to pan/tilt /zoom commands from the central system. TransCore will also
modify the configuration of the central Adtran router and field switches to allow access to the new
cameras and manage the multi -cast configuration of the switches.
Assumptions:
• City staff will implement updated traffic signal timings in the controller prior to upload
• City will provide the background graphics (base mapping, AutoCAD drawings, etc.) for the
ATMS Explorer intersection diagrams (up to 12 intersections)
• City staff or City contractor will upgrade 170 controllers and /or install LAC04E firmware
compatible to TransSuite prior to TransCore bringing them onto the TransSuite system
• City will be responsible for controller replacements and/or upgrades if controller does not
communicate to TransSuite TCS
• Contractor will be responsible for proving communications between field (CCTV & signals)
and central prior to TransCore performing final integration onto TransSuite
Deliverables:
• Configure up to 12 additional signals within the TransSuite system
• Configure up to an additional 6 CCTV within the TransSuite system
• Configure up to 12 additional signals to the LA County IEN system
• Develop 12 intersection graphics for IEN system
• Develop up to 12 intersection graphics with ATMS Explorer & integrate with TransSuite
Task 2.5 —Initial Testing
TransCore will work with City staff to provide basic functionality testing of the TransSuite system,
APeMS, and ATIS elements developed and configured in the above tasks. This initial testing will be to
simply prove basic functionality as follows:
• Demonstrate ability to upload and download to new signals
• Demonstrate ability to view and control new CCTV
• Demonstrate ability to view congestion link information from ATMS Map provided by system
detectors configured in the TransSuite TCS system
• Demonstrate ability of ATIS website to update on a timely basis with current APeMS
information from TransSuite
Assumptions:
• There are no assumptions for this task
Deliverables:
• Demonstration of TransSuite ability to upload and download to new signals
• Demonstration of TransSuite ability to view and control new CCTV
• Demonstration of TransSuite ability to show congestion information on ATMS Map
• Demonstration of ATIS website of showing and updating congestion information provided by
TransSuite
ITS Design Services — Phase 2 SOW (FINAL) Page 12 March 29`h, 2011
City of Arcadia TR P65 RE
TASK 3 — DOCUMENT & ACCEPTANCE TESTING
Task 3.1— Provide Phase 2 As-Built Documentation
TransCore will deliver a complete set of as -built plans re: the fiber splice diagrams (Field & Server
Room) in in electronic format, including electronic files of the final specifications (in MS Word format),
final construction estimates (in MS Excel format), and the final plans (in AutoCAD format).
TransCore will also provide necessary documentation to operate and maintain all software/hardware
systems (i.e. Maintenance Plan). TransCore will update the existing Maintenance Plan, which will
contain all necessary documentation to operate and maintain all systems integrated during the integration
of Phase 2. The Maintenance Plan will include fiber -optic splice diagrams, network diagrams, equipment
data sheets and specifications, and all other material which will assist in maintaining the system. In
addition, TransCore will update /revise the existing Maintenance Plan in order to identify the City's
existing /future maintenance needs for the IP -based communications network, ITS field elements
including CCTV camera locations, new vehicle detection stations and associated hardware equipment and
software programs.
Assumptions:
• Plans for the fiber splice diagrams will be prepared on 24 "06" size AutoCAD 2010 ( *.dwg)
or older file type
• City will provide as- builts re: FINAL PS &E Bid Package
Deliverables:
• Provide electronic copies of specifications, cost estimates, & design plans (fiber splice
diagrams only)
• Provide updated Maintenance Plan document
Task 3.2 —A cceplance Testing
TransCore will conduct acceptance testing on the upgraded system in the presence of City personnel.
Once installation is complete, TransCore will configure and integrate all of Arcadia's ITS components
into a real - world, operational system (field and central). With a City representative present, TransCore
will conduct the System Level Acceptance Test Procedure (ATP) on the real -world ITS system. All
"deficiencies" encountered will be documented and presented to the construction Contractor (as
responsible) and /or resolved by TransCore. The system level ATP will be the same ATP as used in the
Phase 1 to test new signals and CCTV.
If a failure is found within the system, TransCore will resolve the identified issue(s) and re -test the same
intersection signal system within 2 -weeks of failure. If the failure is outside the system, the appropriate
Contractor will resolve the identified issue(s) and then TransCore will re -test the same intersection signal
system. TransCore will perform all re- tests, demonstrating the proper operation to City personnel, and
documenting the corrections in an updated ATP Report.
TransCore will develop a draft ATP for the APeMS and ATIS aspects of the project. The City will
review the draft ATP and provide comments. TransCore will then finalize the ATP. This final ATP will
then be used to test the APeMS and ATIS aspects post installation, with City personnel present.
Assumptions:
• The system level ATP will be the same ATP as used in the Phase 1 to test new signals and
CCTV
ITS Design Services — Phase 2 SOW (FINAL) Page 13 March 29`x, 2011
City of Arcadia TRAP960RE.
Deliverables:
• Acceptance testing on new signals added to TransSuite (up to 13 signals)
• Acceptance testing on new CCTV added to TransSuite (up to 6 CCTV)
• Acceptance testing procedures for APeMS system (DRAFT)
• Acceptance testing procedures for APeMS system (FINAL)
• Acceptance testing procedures for ATIS system (DRAFT)
• Acceptance testing procedures for ATIS system (FINAL)
• Acceptance testing for APeMS system
• Acceptance testing for ATIS system
Task 3. .3 — Training
TransCore will provide 2 -days of on -site training for all elements of the project. It is envisioned that this
training will mostly consist of the APeMS and ATIS elements since these elements will be new to the
City. However, a refresher course will also be provided for working with TransSuite TCS and VCS as
well as working with the IEN system.
Assumptions:
• City staff will be continuously available for two separate days
• One training day will be conducted during the TransSuite integration period
• One training day will be conducted during the ATIS website integration period
Deliverables:
• Provide 2 -days of on -site training to City staff
ITS Design Services — Phase 2 SOW (FINAL) Page 14 March 29Th, 2011
City of Arcadia
TRAPgi .URE.
TASK 2.1a OPTIONAL - Base map Preparation
Per the City's direction TransCore will develop base maps for the Phase 2 design, including:
• Utility & Governmental Agency Coordination — TransCore assumes that the City will provide
all utility information.
• Right of Way Services — TransCore understands that all new work is to be located within the
existing right -of -way and no additional right of way will be acquired. TransCore assumes that
right -of -way information provided on the City's as -built records is accurate. TransCore
excludes review of additional right -of -way records or other documents to establish location of
right -of -way boundaries.
Assumptions:
• Plans sheets will be prepared on 24 "06" size AutoCAD 2010 ( *.dwg) or older file type
Deliverables:
Base maps for the Phase 2 design (up to 24 sheets for conduit and fiber routing)
Base maps for the Phase 2 design (up to 12 sheets for CCTV design)
TASK 2.1b OPTIONAL - Fiber & Conduit PS &E
Per the City's direction TransCore will develop Fiber & Conduit PS &E for the Phase 2 design
• Up to 15,000 feet of conduit
• Up to 27,000 feet of fiber
For Phase 2, the following segments will receive new fiber or new fiber and conduit:
• Huntington Dr. between Baldwin Ave. and Michillinda Ave. (Fiber Only)
• Baldwin Ave. between Gate 8 and Foothill Blvd. (Fiber throughout with conduit only in the
northernmost segment)
• Holly Ave. between Duarte Rd. and Huntington Dr. (Fiber & Conduit)
• Colorado PI between Colorado Blvd. & Huntington Dr. (Fiber & Conduit)
• Santa Anita Ave. between Colorado Blvd. and Foothill Blvd. (Fiber Only)
• Foothill Blvd. between Santa Anita Ave. and Second Ave. (Fiber & Conduit)
• Duarte Rd. between Santa Anita Ave. and El Monte Ave. (Fiber & Conduit)
• Santa Anita Ave. between Duarte Rd. and Camino Real Ave. (Fiber & Conduit)
• Santa Anita Ave. between Camino Real Ave. and Longden Ave. (Fiber Only)
• Santa Anita Ave. between Longden Ave. and Live Oak Ave. (Fiber & Conduit)
• Live Oak Ave. between Santa Anita Ave. and Las Tunas Dr. (Fiber Only)
TransCore will prepare three (3) PS &E package submittals at the 65 %, 100 %, and FINAL stages for
review by the City (and any other impacted Stakeholders). Wired communications plan sheets will be
prepared at a scale of I" = 40" for the complete length of the proposed improvements. Plan sheets for the
communications hubs will be prepared at a scale of 1" = 20 ", and incorporated into the 40 -scale
communications plans.
Other elements of the design package include communications pull -box details, communications drops,
directional boring details, service point locations, etc. As required, communications assignment details
that clearly illustrate the connectivity of the entire system will be prepared along with Arcadia TMC
equipment rack diagrams showing both new and existing elements.
ITS Design Services — Phase 2 SOW (FINAL) Page 15 March 29", 2011
City of Arcadia TRN95 RE.
A constructability review will be conducted in the early stages of the Phase 2 project. Issues that may
impact construction will be analyzed. For example, conduit connection options to bridges or box culverts
will be considered, as will conduit placement where future improvements are planned. The proposed
conduit route, existing conduit sweeps and conduit status, communications hubs, and proposed ITS
device placements will be field verified to ensure constructability.
65% PS &E Submittal — This submittal will include all the design plan elements. It is our intention to
submit as complete of a design at this time in order to identify gaps in the design as early as possible and
maintain the overall schedule. TransCore is aware that Arcadia has many standard details /specifications
from previous projects of this nature and will work with the City to determine which details /specifications
are applicable to this project. Communications plan sheets will show conduit and wired communications
routing for both trunk lines and laterals, as well as the location of all pull boxes /vaults. Standard details
for pull box /vaults will be provided. Special provisions and cost estimates for fiber -optic cable, conduit,
and pull boxes will be provided.
TransCore will submit PS &E documents to all affected Agencies for review and comment. Plan sheets
for this submittal will be prepared on 24" x 36" paper. After receiving comments on the 65% submittal,
TransCore will conduct a Comment Resolution meeting with the City to review design comments in order
to ensure agreement.
100% PS &E Submittal — TransCore will incorporate one set of consolidated, non - conflicting comments,
changes, and corrections received from the City on the 65% PS &E submittal into the 100% submittal . At
this stage in the project, the focus will be on filling the design gaps identified in the review and finalizing
the design components. In addition, the development of the cost estimate and final specifications will be
prepared. This review package will include the plan sets and design details, project specifications and
overall detailed cost estimate for review by the Stakeholders. The package will be submitted to the City
and all affected Agencies for review comments and updates.
FINAL PS &E Submittal — TransCore will incorporate one set of consolidated, non - conflicting comments,
changes, and corrections received from the City on the 100% PS &E submittal into the FINAL submittal.
At this stage in the project, the focus will be on making final modifications to the design plans and details,
specifications and cost estimate to incorporate all comments received to date.
Assumptions:
• Plans for the Fiber & Conduit PS &E will be prepared on 24 "x36" size AutoCAD 2010
( *.dwg) or older file type
• Plans will show existing conduit, existing signal equipment, pullboxes, underground conduits,
pole and conductor schedules, and applicable notes
• Plans for the Fiber & Conduit PS &E will be prepared at 40 scale
• City will prepare one combined FINAL PS &E Bid Package
• City will "re -use" the existing 48- strand fiber trunks (East & West) into the Server Room
• City will perform field checks (as necessary) to ensure that all 48- strands are continuous from
the Server Room to their respective termination
• 4 fiber strands will be spliced at each controller location
• Fiber splice diagrams will be incorporated into the Fiber & Conduit PS &E (per Task 2.1g)
Deliverables:
• 65% PS &E submittal
• 100% PS &E submittal
• FINAL PS &E submittal
ITS Design Services — Phase 2 SOW (FINAL) Page 16 March 29"h, 2011
City of Arcadia T" P96-0-RE,
TASK 5.1 OPTIONAL - IP Communications Design (13 Intersections)
The City's ultimate goal is to provide communications to all of Phase 2's 25 intersections. As noted
previously, 12 intersections will be connected through the Phase 2 fiber communications network
extension. 13 intersections would then remain outside of the City's IP -based communications network as
follows:
• Duarte Rd. & Sunset Blvd. (170 controller)
• Duarte Rd. & Golden West Ave. (170 controller)
• Baldwin Ave. & Longden Ave. (170 controller)
• Campus Dr. & Arcadia HS (170 controller)
• Colorado Blvd. & San Antonio Rd. (M820 controller)
• Santa Anita Ave. & Virginia Dr. (M820 controller)
• Colorado Blvd. & First Ave. (170 controller)
• First Ave. & Wheeler St. (170 controller)
• First Ave. & Santa Clara St. (170 controller)
• Santa Clara St. & Second Ave. (M820 controller)
• Duarte Rd. & First Ave. (170 controller)
• Duarte Rd. & Second Ave. (170 controller)
• Peck Rd. & Clark St. (170 controller
In order to incorporate these 13 intersections onto the City's IP -based communications network,
TransCore will have to analyze each location to determine the most feasible communications media.
From our conversation with City Staff, fiber optic is the preferred media, followed by wireless IP- radios,
and then the use of Ethernet - over - Copper equipment. Upon looking at the current conditions of the City's
communications network, TransCore believes that fiber is the best option to connect Duarte Rd. & First
St. and at Duarte Rd. & Second St. due to the presence of existing conduit. This conduit would need to be
field tested to determine its present condition and whether or not fiber can be installed through it.
The remaining 10 intersections do not have existing conduit. The City should consider installing wireless
IP- radios at these locations. The radios can communicate to the access points where the wireless
communications can transition onto the proposed or existing fiber lines.
TransCore will need to evaluate the 10 intersections and determine which ones can achieve a clear line -
of -sight and the number of radios that would be required. At this time, it is anticipated that some of the
salvaged wireless IP- radios (5 radios) can then be re -used to cover some of the radios needed. To
determine which intersections can be incorporated using wireless IP- radios, a path analysis must be
conducted between the locations and their proposed wireless receptors. The path analysis will consist of
the following:
• Aerial photography analysis using Google Earth to view any physical obstructions such as
buildings between radios
• Topography analysis using TOPO USA of each wireless path to detect any land elevation
changes that might potentially disrupt or prevent line -of -sight wireless communications.
Please note that this is an initial path analysis and does not include any in -field analysis. TransCore will
provide a list of any links which will require a detailed field analysis due to possible obstructions. The
field analysis can be conducted by the City with the use of their field technicians and their bucket truck.
At this point, it is expected that communications to Peck Rd. & Clark St. may be difficult to obtain.
ITS Design Services — Phase 2 SOW (FINAL) Page 17 March 29`h, 2011
City of Arcadia TR/1fg RE.
Assumptions:
• This initial path analysis does not include any detailed field analysis
• City will conduct any required detailed field analysis
• City will purchase wireless IP -radio equipment
• PS &E will not be required for wireless IP -radio installations
• City will install wireless IP- radios
• City will perform PS &E task for suggested fiber run along Duarte Rd. between Santa Anita
Ave. & Second Ave.
• City will be responsible for replacing /upgrading all 170 controllers & installing LACO -4E
firmware (in order to communicate with the TransSuite system)
Deliverables:
• Analysis of Aerial Photography & Topology Document for all sites receiving wireless IP-
radios (10 locations)
• Splice diagrams for all sites receiving fiber (3 locations)
• Updated Architecture Diagram to include proposed communications network
• Cabinet level details depicting wireless IP -radio connections (10 locations)
• Update communications table (originally provided by Systems Integrated) with proposed
system including IP addresses
• 80 hours of implementation & integration support to the City re: the wireless IP- radios
Task 5.5 OPTIONAL — CCTV Plan Sheets (6 Sheets)
TransCore will develop CCTV PS &E plan sheets for the remaining 6 intersections of the 12 shown below
that were not included in Task 2.1 d:
• Huntington Dr. & Sunset Blvd.
• Baldwin Ave. & Colorado St.
• Baldwin Ave. & Foothill Blvd.
• Duarte Rd. & Holly Ave.
• Duarte Rd. & Monte Ave.
• Colorado Blvd. & Colorado Pl.
• Santa Anita Ave. & Foothill Blvd.
• Foothill Blvd. & Second Ave.
• Huntington Dr. & Gateway Dr.
• Baldwin Ave & Camino Real Ave.
• Baldwin Ave. & Gate 8
• Las Tunas Dr. & Live Oak Ave.
TransCore will prepare plan sheet submittals at the 65 %, 100 %, and FINAL stages for review by the City
(and any other impacted Stakeholders). TransCore will prepare the CCTV plan sheets for inclusion
within the City's one combined FINAL PS &E Bid Package for the Field Elements. Plan sheets for
CCTV cameras will be prepared at a scale of 1" = 20 ".
ITS Design Services — Phase 2 SOW (FINAL) Page 18 March 29`h, 2011
City of Arcadia TR/1196ORE.
Assumptions:
• The details, specifications and special provisions developed in Task 2.1d will be used for the 6
CCTV locations associated with this task without modifications
• Plans for the CCTV design will be prepared at 20 scale, show existing poles, & include all
applicable notes
• Plans for the CCTV design will be prepared on 24 "x36" size AutoCAD 2010 ( *.dwg) or older
file type
• City will prepare one combined FINAL PS &E Bid Package (in which all 12 CCTV locations
included in Task 2.1 d and Optional Task 5.5 will be incorporated)
• Bucket truck surveys re: CCTV camera placement are not required & installation will be at the
intersection quadrant identified within TransCore's proposal (dated 2/10/11)
• CCTV cameras will be mounted on the Traffic Signal Standard poles at a height of —30 -feet
• CCTV cameras will be placed in close proximity to the controller
• CCTV power source & communications will be connected via the controller cabinet
Deliverables:
• 6 additional CCTV plan sheets
Task 5.6 OPTIONAL — Additional 6 CCTVs & 5 Traffic Signals onto TransSuite System
TransCore will work with the City to integrate the various new Phase 2 field devices with the existing
TransSuite system
• Up to 6 CCTV locations (identified in Task 2.1d)
• Up to 5 intersections
This work will be performed after the communications network and field devices have been installed.
This integration will include configuring the TransSuite Central Communications Server (CCS) with the
proper communications channels, IP addresses and VLAN Assignments, as well as verifying system
operations. At this time, TransCore will load the intersection database into TransSuite TCS by
performing uploads from the actual controllers. This process assures that the most up -to -date information
in the controller is stored in the database, and also prevents the accidental downloading of outdated
information from the system to the controllers. During this effort, each of the new intersections will be
brought on -line and their operations with the system verified to ensure that they are integrated properly,
including responding to system commands, setting time in the controller from TransSuite TCS,
successfully performing system uploads and downloads, and providing real -time data to the TransSuite
software. TransCore will then monitor the operation of the TransSuite system and connected controllers
at the City TMC with City staff to verify their proper operation.
Similar steps will be taken with the CCTV cameras. TransCore will configure the TransSuite VCS with
the proper IP address and VLAN assignment of the cameras and verify that communications are taking
place with the cameras. This work will include viewing the video image and also making sure that the
camera properly responds to pan/tilt /zoom commands from the central system. TransCore will also
modify the configuration of the central Adtran router and field switches to allow access to the new
cameras and manage the multi -cast configuration of the switches.
ITS Design Services — Phase 2 SOW (FINAL) Page 19 March 29`x, 2011
City of Arcadia TR/1NSSO- RE.
Assumptions:
• City staff will implement updated traffic signal timings in the controller prior to upload
• City will provide the background graphics (base mapping, AutoCAD drawings, etc.) for the
ATMS Explorer intersection diagrams (up to 5 intersections)
• City staff or City contractor will upgrade 170 controllers and /or install LACO -4E firmware
compatible to TransSuite prior to TransCore bringing them onto the TransSuite system
• City will be responsible for controller replacements and/or upgrades if controller does not
communicate to TransSuite TCS
• Contractor will be responsible for proving communications between field (CCTV & signals)
and central prior to TransCore performing final integration onto TransSuite
Deliverables:
• Configure up to 5 additional signals within the TransSuite system
• Configure up to an additional 6 CCTV within the TransSuite system
• Configure up to 5 additional signals to the LA County IEN system
• Develop 5 intersection graphics for IEN system
• Develop up to 5 intersection graphics with ATMS Explorer & integrate with TransSuite
ITS Design Services — Phase 2 SOW (FINAL) Page 20 March 20, 2011
Exhibit "B"
SCHEDULE OF SERVICES
The time period as provided within this Contract for the rendering of ITS Design
Services by TransCore to the City shall be for two years.
Exhibit "C"
COMPENSATION
Total contract $497,577 per attached Cost Estimate.
City of'Arcadia TRnP96—OR E.
TransCore Cost Summary
The following table provides TransCore's fixed price per task cost estimate for the above scope of
work. Payments will be invoiced on a percent complete per task item every month.
CITY OF ARCADIA
PHASE 2 ITS DEVELOPMENT
FFP COST ESTIMATE PER TASK
TransCore Proposal
Task
Description
TOTAL
Task 1.1
Evaluate Eidsting TCS System
$13,924
Task 1.2
Update Existing Fibs- Splice As -Builts
$11,976
Task 1.3
Stakeholder Meetings
$7,224
Task 1.4
Reqdwements Analysis and Schematic Design
$31292
Task 1.5
Update SERF Document
$4,480
Task 2.1d
CCTV PS&E (6 Sheets)
$44,023
Task 2.1 a
VD5 PS &E (24 Sheets)
TBD
Task 2.1f
TMC Improvements
$8,878
Task 2.1g
Fiber Splice Diagrams
$8,910
Task 2.1h
Overall P5 &E QA
$15,000
Task 2.2
Technical Integration S
$11,280
Task 2.3
APeMS & ATIS
$91,784
Task 2.4
6 CCTV & 12 Signals to Trans5uite System
$21,977
Task 2.5
Initial Testing
$4,104
Task 3.1
Provide Phase 2 As -Built Documentation
$18,156
Task 3.2
Acceptance Testing
$14,268
Task 3.3
Tr ' '
$4,984
SUB TOTAL FOR BASE ITEMS
$312,259
Task 2.1a
OPTIONAL - Base Map Preparation
$38,326
Task 2.1b
OPTIONAL - Fiber & Conduit PS &E
$93,014
Task 5.1
OPTIONAL - IP Communications Design (13
Intersections)
$20,080
Task 5.3
OPTIONAL - IP C eat
support
TBD
Task 5.4
OPTIONAL - CCTV Suppot t
TBD
Task 5.5
OPTIONAL - CCTV Plan Sheets (6 Sheets)
$24,643
Task 5.6
OPTIONAL - 6 CCTV & 5 Signals to Trans5uite
System
$9,255
TOTAL FOR BASE AND OPTIONAL ITEMS
5497 77
ITS Design Services — Phase 2 SOW (FINAL) Page 21 March 2-0, 2011
Section "D"
TransSuite® License
See attached.
City of
Arcadia
Development
Services
Department
Don Penman
.Assistant City Manager/
Dene%prnent Services
Director
240 West Huntington Drive
Post Office Box 60021
Arcadia, CA 91066 -6021
(626) 574 -5414
(626) 447 -3309 Pax
July 19, 2006
Mr. Chuck Dankocsik
TransCore
626 Wilshire Blvd., Suite 818
Los Angeles CA 90017
SUBJECT: Standard Software Licensing Agreement
Proprietary Information
Dear Chuck,
o?3o(j,a &6
l0000 &S7
Enclosed please find the signed Standard Software Licensing Agreement
Proprietary Information. Please send us a signed original for our files.
If you have any questions, feel free to contact me.
Thank you.
Sincerely,
Philip A. Wray
City Engineer
pa
Enclosure
TPR�a S RE -
Standard Software Licensing Agreement
Proprietary Information
�HIS SOFTWARE LICENSE AGREEMENT (this
'Agreement ") is made as of the J ql'h day of 5I,
2006, by and between TransCore, ITS, LLC (hereinafter
"Licensor" or 'TransCore "), a Delaware Limited Liability
Company, with principal offices at 8158 Adams Drive,
Liberty Centre, Building 200, Hummelstown, PA 17036
and The City of Arcadia (hereinafter "Licensee "), with
principal offices at 240 West Huntington Drive, Arcadia,
CA 91006 -6021.
1. Definitions
1.1. "Computer Software" shall. mean both source
and object code and all data sets and auxiliary
files used by such code, along with any media
on which they reside and documentation related
thereto, together with the proprietary information
and trade secrets contained therein.
1.2. "Licensee Facilities" shall mean space,
environment, and other facilities which are to be
provided by Licensee in connection with the
installation, operation, or maintenance of the
System.
1.3. "Software" shall mean the Computer Software
developed and owned by TransCore. This
consists of the following modules:
• Traffic Control Server
• Central Communications Server
• ATMS Map
• ATMS Explorer
• Video Control Server
• Traveler Information Server
1.4. "Specific Equipment" shall mean the TransCore
furnished products of Licensee located at the
Licensee Facilities.
2. License
Licensor grants to the Licensee, its successors and
assigns, a limited, non - exclusive, royalty -free, fully paid,
license to the Software for Licensee's own operations on
the Specific Equipment; provided, however, that
Licensee shall have the right to re- locate the Licensed
Software to a backup CPU, in the event that the licensed
CPU fails or is withdrawn from service. Licensor
authorizes the Licensee to copy the Licensed Software
solely for its own internal use. The Licensee shall not re-
sell, supply or give the Software (source or executable
code) to other parties. Licensee shall not reverse
(compile, reverse engineer, modify,. disassemble,
translate, copy or in any way duplicate the Licensed
Software, in whole or in part. Licensor hereby authorizes
Licensee to copy the Software solely for the Licensee's
own internal use for restart purposes or to replace worn
copy, provided the Software is used only on the Specific
Equipment.
3. Specific Rights
3.1. The Software and related materials and any
copies, in whole or in part made pursuant to this
Agreement -shall be the sole and exclusive
property of TransCore.
3.2. Licensee shall not sell, lease, assign,
sublicense, or otherwise transfer to any third
party, directly or indirectly, the Software or any
license or right granted hereunder, in whole or
in part.
3.3. Licensee shall not export or re- export outside the
United States, the Software, in whole or in part.
3.4. Licensee shall reproduce and include copyright
and proprietary notices on all copies of the
Software in the same form and manner that
such copyright and proprietary notices are
included on the Software by Licensor.
4. Non - Disclosure
4.1. Licensee acknowledges. that the Software
constitutes a valuable asset of TransCore and
is to be considered proprietary information of
TransCore, and that, by virtue of this.
Agreement, Licensee shall. acquire only- the right
to use the Software under the terms and
conditions hereof and shall not acquire any
rights of ownership in or title to the Software.
4.2. Licensee warrants that all persons who it has
authorized to use the Software will observe and
perform the covenants set forth in this Article 4.
Licensee agrees to maintain the Software in
secure premises to prevent any unauthorized
person from gaining access thereto and to give
TransCore written notice of any unauthorized
disclosures or use of the Software as soon as
Licensee becomes aware of it.
4.3. Licensee shall notify and inform its employees
and any third parties having access to the
Software of Licensee's limitations, duties and
obligations regarding non - disclosure and
copying of the Software. The Software shall be
used only by employees of the Licensee and
any third parties who are necessary to
Page 1 of 3'
TR : sCaRE
Standard Software Licensing Agreement
Proprietary Information
Licensee's exercise of its rights hereunder and
ONLY IF THE SOFTWARE IS USED ON THE
then only at the location of the Specific
SPECIFIC EQUIPMENT AT THE LOCATION(s)
Equipment. Any agent or third party the
SPECIFIED HEREIN. TRANSCORE MAKES
Licensee desires to use the Licensed Software
NO WARRANTY, EXPRESS, IMPLIED OR
will first execute a non- disclosure agreement in
OTHERWISE, IF THE SOFTWARE IS USED
a -form acceptable to Licensor prior to
ON ANY OTHER EQUIPMENT OR AT A
commencing use of the Licensed Software.
LOCATION OTHER THAN THAT IDENTIFIED.
Licensee shall take reasonable security
measures to protect the Licensed Software
5.4. EXCEPT FOR THE EXPRESS WARRANTY
from being accessed by unauthorized third
STATED ABOVE, TRANSCORE DISCLAIMS
parties. Licensee shall take all such security
ALL WARRANTIES ON THE SOFTWARE
measures as are necessary to prevent
FURNISHED HEREUNDER, INCLUDING ALL
unauthorized third parties from acquiring access
IMPLIED WARRANTIES OF
to the Software.
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR SUITABILITY.
4.4. Licenses acknowledges that unauthorized
THERE SHALL BE NO LIABILITY ON THE
disclosure of the Software will diminish
PART OF TRANSCORE FOR DAMAGES
substantially the value of the Software. If
INCLUDING BUT NOT LIMITED TO SPECIAL,
Licensee violates the provisions of this
INDIRECT, OR CONSEQUENTIAL DAMAGES
Agreement,' TransCore shall be entitled to
ARISING OUT OF OR IN CONNECTION WITH
obtain equitable relief to protect its interest
THE USE OR PERFORMANCE OF THE
herein, including, but not limited to, injunctive
SOFTWARE EVEN IF TRANSCORE HAS
relief, as well as monetary damages.
BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND LICENSEE AGREES
('1
4.5. Notwithstanding any termination provisions of
TO INDEMNIFY AND HOLD TRANSCORE
the governing Agreement, the obligations set
HARMLESS FROM ANY THIRD PARTY
forth in this Article 4 shall survive the
CLAIMS.
termination of the Agreement.
6. Termination
5. Warranty
6.1. This Agreement and the License to use the
5.1. TransCore warrants for a period of one (1) year
Software shall terminate when Licensee
that the Software will operate according to
discontinues the use of the Software on the
- specifications -- published by TransCore. If it is
Specific Equipment -or- discontinues -- the - use - -of
determined that the Software does not operate
the Specific Equipment, whichever first occurs.
according to such specifications, TransCore's
This Agreement may also be terminated by
only responsibility will be to apply reasonable
TransCore if the Licensee fails to comply with
efforts to cure the non - conformance.
any term or condition of this Agreement and
TransCore does not warrant or guarantee that
fails to correct such noncompliance within 15
all software errors will be corrected. After the
days after receipt of TransCore's written
expiration of the one (1) year period, and if
notification thereof or such longer period as
requested by Licensee, TransCore may, if it
TransCore may allow in writing.
desires, provide maintenance services for the
Software at TransCore's established prices.
6.2. Within 30 days after any termination of this
Agreement, the Licensee shall return to
5.2.Any changes, modifications or maintenance or
TransCore all copies of the Software supplied
repairs not authorized by TransCore to the
or made under this Agreement together with a
software or operating environment to which it
signed letter certifying that the Licensee has
has been installed, including additional and /or
discontinued all further use of the Software and
unauthorized programs to systems hardware
that all copies have been returned to TransCore
and/or workstations that result in system
or that they have been destroyed .
problems, shall automatically void any
(
�.J
warranties herein.
7. Miscellaneous
5.3. THE WARRANTIES OF TRANSCORE
CONTAINED HEREIN ARE APPLICABLE
Page 2 of 3
TRA>�+�RE
r– Standard Software Licensing Agreement
Proprietary Information
or made under this Agreement together with a
signed letter certifying that the Licensee has
discontinued all further use of the Software and
that all copies have been returned to TransCore
or that they have been destroyed.
7. Miscellaneous
7.1. This Agreement shall be binding upon the
successors and assigns of both parties;
provided, however, that no assignment shall be
made by either party without the prior consent of
the other. Any attempt by either party to assign
this Agreement or any of the rights or duties
hereunder contrary to the foregoing provision
shall be void.
7.2. Any notice permitted or required under this
Agreement shall be deemed given when mailed
by certified mail, postage prepaid, or when
dispatched by facsimile (and followed by a
written confirmation mailed by certified mail,
postage prepaid, within 72 hours after such
dispatch). Mail shall be addressed as follows:
TransCore
ATTN: Contracts Manager
9440 Carroll Park Drive, Suite 150
San Diego, CA 92121
The City of Arcadia
240 West Huntington Drive
Arcadia, CA 91006- 6021 -- -
Attention: Development-..Services
Department /Engineering Division
7.3. No modification or amendment to this
Agreement will be valid -or binding unless
reduced to writing and duly executed by the
party or parties to be bound thereby.
7.4. If any one or more of the provisions of this
Agreement should be ruled wholly or partly
invalid or unenforceable by a court or other
government body of competent jurisdiction, then
the validity and enforceability of all provisions of
this Agreement not ruled to be invalid or
unenforceable will be unaffected.
7.6. This Agreement may. be signed - in two
counterparts, each of which shall be deemed an
original and which together shall constitute one
instrument.
7.7. This Software License Agreement constitutes
the completed and exclusive statement of the
Agreement between the parties, and
supersedes all proposals, oral or written, and all
other communications between the parties
relating to the subject matter of this Agreement.
No modification of this Agreement shall be
effective unless in writing and signed by the
parties.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as dated below, by their
respective representatives, each thereunto duly
authorized.
TRANSCOORE, ITS, LLC ( "Licensor ")
By:y4,'a� r —
Name: i7'l�r ,: it R, /7m
Title:Ce: a'�CL°Sr
Date: -7 /42 V /2006
Licensee
The City of Arcadia
By:
Name: William R. Kelly
Title: City Manager
Date'. 07 / 18 /2006
Approved as to form:
7.5. This Agreement will be interpreted and
i� construed in accordance'with the laws of the `
State of Delaware, without regard to its conflicts Stephen Deitsch
of law principles. City Attorney
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