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HomeMy WebLinkAboutC-262811W-q40 G -?.*29 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. Revised 12/10 LM 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 Revised 12/10 LM 2 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. Revised 12/10 LM 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. Revised 12/10 LM 4 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 Revised 12/10 LM 5 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 Revised 12/10 LM 6 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. Revised 12/10 LM 7 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 Revised 12/10 LM g 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 Revised 12/10 LM 9 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 Revised 12/10 LM 10 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. Revised 12/10 LM 11 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Revised 12/10 LM 12 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 �""kl [Name] :�YMP#IF+2 E. htA-1-L msoclkm Vice F►2as rte [Title] 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 ") Ba10 A. atl IMtr (f d. f:N A A VIM LOW") I IrM mqw UpnN auc ,1v�r M n !Y1 IA*J1iaT I — 'A an wn7r 1. , `H�I j ------------ - sr waa t w 'n M slat s 0112 H.d.v ai a arW 1l "VW N rtl aW HM D, . Aw I La C.W.Ave I[rrY l sW , I'aff" 8W., 7 pay Trwk SOW tatrrf r-t-4 Cab 1 f f tvi 1 F ... _ .. 7, d 0­1 I IFbL, S&A) fhr 2,nw7dA, 0 43(R,98101 Exhibit 1— Sample Fiber Splice Diagram 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. Wbele.. IP Wpatae. IP R.WO RW. Inl.n.cton� (1 ) (I 1) IMeneclwna UUU a I) EtherWAN Media West Fiber Patch Penal Fret° Na orl converters ` (ACOeI:s Pmt) cc$ PP mrnrrelrlicdan) NatwpM IWr Fiber TES sir East Fiber Patch Panel labor Mleraection. , A*W Roular CCTV Came 42" Video Screw �WeWifte TW TCS City LAN LW LAN (network err faurce �/� ins—i Burs) L IEN N..Olk Workinig" IEN IN so W a Wor"taum __ Arcadia TCS IEN caneor s.rv.r Exhibit 2 — System Architecture Diagram ITS Design Services — Phase 2 SOW (FINAL) Page 3 March 29`n, 2011 v; ti u 4 8 w A X! a Y 8 Q Y D ■ L O z x S a L a y A City of Arcadia TRH f960RE. 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, .� Lynwood ull B>vd 0 hill Blvd • :..*,Wtvd W Fovthdl 6tvd E Foothill Blvd lo Blvd Los AngNeti a ♦ Canty and ♦ • Monrovia Recreation rs •Stale Artwtehrm • Park z M • W Hunangton Dr E Muruaon or C !na � Santa Arita �' F tiJll ark S�nfa Arr1a # AF"a I bYgrturg anier Race Trick minty Park Siva n • X. % • • *SO*** Santa Arita' W Duarte Rd N 19 % Goff Coto a Ouerte Rd City • • ••• 4 to c t 1.1ed�r:,r w Arta Rd 0004, Rd -4 • D u r iS ` • San • Maynower wiel m W L-OrWen Ave Village m Ave �' •04 Lonyden Ave prro� Hvry I 19 � W 4tive OTemple Ci LC• • � tt9 Oak Ave • • �•• Oek Ave Norm El `� r Q Dr Live Oak m Monte Peck Park Rd Pork m �r �e Rd El Monte a Lower City El Monte <q'ae Exhibit 4 — Sample View of TransCore's Proposed ATIS Map 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 Page 3 of 3