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HomeMy WebLinkAboutA9067 - TRANSCORE, LPCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 6.13.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Agreement A9067 Transcore, LP Michael Mauritz michael.mauritz@transcore.com Automated vehicle identification system $629,502 May 16, 2022 - May 15, 2025 / Extending to June 25, 2026 On File Same as above Aviation Ed Graff / 3824 N/A A9067 2 N/A Yes Yes Yes N/A No N/A N/A N/A 5/5/25 Christina Brown Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD 5/5/2025 See below The City of Palm Springs, its officials, employees, and agents are included as Additional Insured on a Primary and Noncontributory basis under the General Liability and Auto Liability with respect to liability arising out of the Named Insured's operations where required by written contract subject to policy terms, conditions, and exclusions. Waiver of Subrogation is granted as it relates to Workers' Compensation regarding work performed by the Named Insured where required by written contract subject to policy terms, conditions, and exclusions. 30 day Notice of Cancellation will be delivered in accordance with General Liability, Auto Liability, and Workers' Compensation policy provisions, 10 days for nonpayment of premium. TRANSLP1 5/31/2024 Tracie Coole Commercial Lines - (404) 923-3700 470.428.9751 610.537.1929 USI Insurance Services LLC tracie.coole@usi.com 1 Concourse Parkway NE, Suite 700 Atlanta, GA 30328 Zurich American Insurance Co 16535 American Guarantee and Liability Insurance Com 26247 TransCore LP American Zurich Insurance Company 40142 150 4th Ave. N, Ste. 1200 Nashville, TN 37219 15868597 XA GLO 8118509 02 3,000,00006/01/2024 06/01/2025 X 1,000,000 X Contractual Liability 10,000 3,000,000 5,000,000 X 5,000,000 A BAP 8118508 02 06/01/2024 06/01/2025 2,000,000 X X $25,000 Com X $25,000 Coll $250,000 Liab Deductible X XB AUC 4397204-02 06/01/2024 06/01/2025 10,000,000 10,000,000 C WC 8118507 03 06/01/2024 06/01/2025 X 1,000,000 N 1,000,000 1,000,000 City of Palm Springs Palm Springs International Airport 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$161.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:TRANSCORE LP DBA: Owner:Transcore LP Mailing Address:4415 LEWIS RD HARRISBURGH, PA 17111 License Number:OC-005911-2024 Expiration Date:03/31/2026 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:10509 VISTA SORRENTO PKWY # 410, SAN DIEGO, CA 92121 Business Description:AUTOMATED TOLL COLLECTION SYSTEMS TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 34A2F651-E39C-438F-96A5-0FE79FB8A1FD CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: TransCore, LP John Azevedo Automated Vehicle Identification System $611,122 Maintenance: 4157040-40105; Equipment: 4167065-60020 with project code: ARPT-SCP-AIRPORTCAP- INTERNAL-AVI AUTO V: AVI AUTO VEHICLE IDENTIFICATIO April 1, 2022 through March 31, 2025 Contract Administration Lead Department: Contract Administrator: Airport Harry Barrett Contract Approvals Council Approval: Resolution Number: Agreement Number: 05/12/2022 1E A9067 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: March 10, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 1 of 24 CONTRACT SERVICES AGREEMENT A9067 AUTOMATED VEHICLE IDENTIFICATION SYSTEM THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on May 16, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and TransCore, LP, a Delaware limited partnership, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and experienced contractor, for an automated vehicle identification system at the Palm Springs International Airport, (“Project”). B. Contractor has submitted to City a proposal to provide an automated vehicle identification system, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 2 of 24 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $611,122.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 3 of 24 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capaci ty as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on May 16, 2022, and ending on May 15, 2025, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 4 of 24 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: John Azevedo (name), Principal Engineer, Airport Systems and Services (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions o f its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 5 of 24 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: John Azevedo Principal Engineer, Airport Systems and Services 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 6 of 24 elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such b ooks and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 7 of 24 of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 8 of 24 shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 9 of 24 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: TransCore, LP Attention: John Azevedo 150 4th Avenue North, Suite 1200 Nashville, TN 37219 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to t he subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 10 of 24 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 11 of 24 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND TRANSCORE, LP IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 05/12/2022 Item No. 1E APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA 5/24/2022 5/25/2022 Revised 2.9.22 Page 12 of 24 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 13 of 24 1.1 General Requirements: The Contractor shall provide a real-time tracking system for all commercial and courtesy vehicles into the commercial loop and upon departure from the commercial loop road that meets the following requirements: A. VISUAL DISPLAY/REAL-TIME MONITORING: The system provides real-time control of taxi arrivals at the Ground Transportation Center (GTC), into the commercial loop, and upon departure from the commercial loop road. B. The AVI frequency shall be in compliant with FCC standards and not interfere with any frequencies used for air traffic control, navigation, aviation communications, or other Airport-based functions C. Taxi cabs that are queued up from the GTC to proceed to the commercial loop road but do not enter the commercial loop road within a programmable designated time interval are subsequently removed from the queue and the taxi needs to re-enter the GTC to start the process over. D. BILLING REPORTS: System generated reports include financial and statistical tracking and reporting, provide summarized and detailed billing by company. Data can export to Excel worksheets. 1. No Charge Fees: where a transponder may be assigned to a vehicle and no access fee is assigned for usage when entering the Commercial loop road. 2. Automatic account billing of per trip fees for taxis (non-appointment) and access fees for each type and size of commercial vehicles, including taxis awaiting appointment pickup. 3. Customized invoice printing by company to include: a. Taxi per trip fees and access fees for all taxis under Company. b. Access fees by type and size for all commercial vehicles under company c. No Load credit for each vehicle. 4. Billing summary by Company for accounting: a. Summary of per trip fees for all taxis under Company and; b. Summary of access fees for all taxis under Company. 1.2 AVI System Required Minimum Performance Specifications: The Contractor shall provide a system with the following minimum requirements: A. Ground Transportation Center Operations 1. The GTC consists of an area in which taxis stage and are summoned. This shall consist of the minimum following features: a. Vehicle Entry Reader (LPR (License Plate Recognition)-based preferred, RFID (Radio Frequency Identification) acceptable) b. Vehicle Exit Reader (LPR-based preferred, RFID acceptable) DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 14 of 24 B. Commercial Lane 1. Once summoned, upon exiting the GTC, taxis are required to enter the commercial lane within five to seven minutes. An (LPR preferred, RFID acceptable) controlled gate arm shall be installed that allows access to the commercial lane for taxis, commercial and designated non-commercial vehicles. Additionally, there shall be appropriate hardware and software installed in the taxi stand to allow an attendant to monitor the commercial lane and status of vehicles via software, and summon more taxis as needed using a remote (software based) summons button. Once passengers are loaded, they exit the commercial lane, and the vehicle information is recorded as having exited the commercial lane. 2. The AVI system shall be capable of functioning in an outdoor environment which has extreme ambient temperatures as high as 125 degrees F and in air that contains constant fine particulate sand from the desert environment. All exterior visible components shall be white in color with exception of appearances that are not subject to covering or painting, example; camera lenses. 3. Attachment “A-1” depicts the locations of the current system equipment and defines the allowable vicinity of where the new system will be installed. 4. Contract costs include all costs associated with the installation, parts, support and maintenance of the new system and all costs associated with the removal and proper disposal of the existing system components. 5. The AVI system shall use (LPR-based preferred, RFID acceptable) technology as the primary method to detect vehicles. 6. The AVI system shall, at a minimum, provide the existing tracking, monitoring, recording, and reporting features of the existing system. 7. The AVI system shall, at a minimum, capture: a. Company name, address, phone b. Fleet number c. License plate number d. Make/model/type (van, sedan) e. Complete history of Commercial Vehicle activity (entrances, exits, dwell, etc.) 8. The AVI system should provide a cloud based, graphical software for monitoring, management, and billing. 9. The AVI system should have geo-fencing capabilities. C. Software 1. The AVI Software shall have at a minimum, the exiting feature set of the current AVI software. 2. The AVI Software should have a local/hosted option. 3. The AVI Software shall use transaction information to develop appropriate charges, as identified by the airport. The AVI software shall have a flexible trip fee function DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 15 of 24 that allows the creation of an almost unlimited structure of fee types and levels without the development of any new software. 4. The AVI software, shall have a module to provide the capability to minimize the administrative effort required by airport staff to maintain Ground Transportation (GT) Operator accounts as well as to allow these users to have access to their account activity information as needed without requesting help from the airport staff. This capability shall be available through the implementation of a secure website that is exposed to outside users with the proper login and password. 5. The AVI software shall provide the ability to be able to cancel or credit a ride once they are in the commercial lane. 6. The AVI software shall provide the ability to summons certain taxis up based on features such as car seat, wheelchair accessible, etc. 7. The AVI software shall provide the ability to delete taxis from the GTC when they are no longer there. 8. Contractor shall provide all maintenance of data to include software updates under the contract agreement. Azure Active Directory integration preferred. 9. If system is cloud based, Contractor shall provide: a. Intrusion Detection with Event Logging b. Internal Firewalls for application and databases c. Data-at-rest encryption d. Tier IV Data Center with Strong Physical Security e. Secure backups of data D. Networking 1. Category 6 Cabling to comply with ISO/IEC 11801, 2nd Ed. specifications and IEEE 802.3af Power over Ethernet standards and terminated with Leviton patch panels and appropriately sized patch cables is required. The manufacturer shall be Berk-Tek or equal. 2. Fiber should be Tight-Buffered, Interlocking Armored Cable, Plenum, 12 F, Single- mode and terminated with LC connectors in Corning patch panels and appropriately sized patch cables. 3. Switches will be installed in Intermediate Distribution Frames (IDFs) located in main terminal and should be a Cisco Catalyst 3650-48PD-L or equal. 4. Label all connections and all equipment to airport naming conventions and provide as-builts. 5. Contractor shall provide all wire management. 6. Cable management shall be Panduit or equal. 7. Racks, if necessary, shall be Chatsworth or equal. 8. Contractor to certify all cabling using Fluke DSX-5000 or equal. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 16 of 24 9. Cabling should be outdoor/underground rated where appropriate. 1.3 Spare Inventory: The Contractor shall provide at least one spare for each type of hardware component.. 1.4 Work Access Parameters The Airport will make arrangements for access to work areas 24 hours a day, 7 days a week. The Airport will allow work on any calendar day and time during the calendar year. 1.5 Work Requirements The Contractor shall adhere to the following work requirements. A. Contractor will be required to log their start and finish times through the Airport Operations and Control Center via phone. B. Palm Springs International Airport (PSP) is dedicated to the safety and security of all operations, Landside and Airside. To ensure this, separate procedures have been established for individuals and vehicles entering restricted areas of the Airport. Contractor will be required to comply with all federal security programs and will be responsible for all time and costs associated with obtaining Security IDs. PSP security compliance will be reviewed with the successful contractor for the project. For purposes of the bid, the average cost to obtain an Airport ID, assuming that an individual qualifies for one, is $100.00 and requires approximately four hours of time and two trips to the Airport. C. The PSP “Fingerprint/Badge Application” will be signed by a company representative listed on the “Authorized Signatory Letter”. The signatory verifies and approves the individual application for processing and also thereby confirms that all fees associated with fingerprinting and badge processing will be paid by the company. The fee schedule is available at www.palmspringsAirport.com. D. For more information on badging requirements, please visit: http://www.palmspringsca.gov/government/departments/aviation-palm-springs- international-airport-psp/doing-business-at-psp/airport-administration/operations-and- security E. Contractor’s License: The Contractor must possess a valid, current and in good standing C10 contractor’s license issued by the California State Contractor Licensing Board. 1.6 Warranty Requirements The Contractor shall provide the following warranty requirements. A. Contractor shall provide system warranty and maintenance services for not less than three years. B. Contractor shall provide maintenance of the system, including all parts and labor necessary to keep the system fully operational during the maintenance and warranty period. Warranty shall begin at time of system acceptance. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 17 of 24 C. Case Management 1. The Contractor shall provide 24 hours / 7 days a week phone, web-portal, and email support. 2. The Contractor shall provide a web based, 24 hours / 7 days a week, automated help desk that conforms to Information Technology Infrastructure Library (ITIL) standards and that will generate emails based on receipt of request, status, status changes, and completion. 3. The Contractor shall provide a distinct ticket number for each case that is opened and maintain all related records for the entire term. Contractor shall provide the Airport with electronic copies of all records at the end of each quarter during the contract period. 4. The Contractor’s help desk should have a client facing web portal that allows the Airport to search all cases created. 5. The Contractor’s help desk software should also provide tracking and audit trail documentation for all changes, to any equipment. 1.7 Service Level Agreement A. Definitions 1. Response time – The time it takes for the Contractor’s technician to acknowledge a new ticket/trouble call, speak with designated Airport representative when applicable, and agree on priority and schedule resolution. 2. Resolution time – The total time it takes for the Contractor’s technician to completely resolve the issue. B. Service Availability 1. The Contractor shall provide software support to the Airport 24 hours a day, 7 days a week, and 365 days a year. 2. The Contractor shall provide phone support during normal business hours. 3. Remote support (telephone and computer based) to systems shall be available as it benefits the needs of the Airport. C. Required Service Levels 1. Required response time for any ticket/trouble calls opened shall be less than one hour by a technician to determine priority and resolution time. All calls are to be followed up with an email documenting conversation and resolution to ticket/trouble calls. 2. Resolution time shall be governed by the following matrix: Priority Resolution Time Critical Less than 4 hours Emergency Within 24 hours DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 18 of 24 Normal Three business days 3. Emergency and Critical priorities will be determined by Airport management based on operational impact. 1.8 Schedule: Work will commence within 60 days of execution of contract and shall be completed within 180 days of contract execution, unless otherwise specified by mutual agreement in writing. 1.9 Compensation: Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 19 of 24 DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 20 of 24 DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 21 of 24 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 22 of 24 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 23 of 24 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA Revised 2.9.22 Page 24 of 24 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer sh all reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA See below RE:RFP 09-22 Automated Vehicle Identification System -Notice of Intent to Award The City of Palm Springs, its officials, employees, and agents are included as Additional Insured on the General & Auto Liability with respect to liability arising out of the named insured's operations, if required by written contract, subject to policy terms, conditions, and exclusions. Waiver of Subrogation is granted as it relates to Workers' Comp regarding work performed by the Named Insured. Umbrella follows form as it relates to additional insureds. The above general and auto liability coverage is primary and non-contributory where required by written contract, subject to policy terms, conditions, and exclusions. 30 Day Notice of Cancellation / 10 Days Non-Payment of Premium applies in favor of Certificate Holder for General and Auto Liability and Workers Compensation, where required by written contract, subject to policy terms, conditions, and exclusions. TRANSLP1 3/23/2022 Tracie Coole Commercial Lines - (404) 923-3700 470.428.9751 610.537.1929 USI Insurance Services LLC tracie.coole@usi.com 1 Concourse Parkway NE, Suite 700 Atlanta, GA 30328 Zurich American Insurance Co 16535 American Guarantee and Liability Insurance Com 26247 TransCore LP American Zurich Insurance Company 40142 150 4th Ave. N, Ste. 1200 Nashville, TN 37219 15520760 XA X X GLO 8118509-00 3,000,00003/17/2022 03/17/2023 X 1,000,000 X Contractual Liability 10,000 3,000,000 5,000,000 X 5,000,000 A X BAP 8118508-00 03/17/2022 03/17/2023 2,000,000 X X $25,000 Com X $25,000 Coll X XB AUC439720400 3/17/2022 3/17/2023 10,000,000 10,000,000 C X WC 8118507-00 03/17/2022 03/17/2023 X 1,000,000 N 1,000,000 1,000,000 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: C19D89BF-1F01-42F7-9C2F-2E58E2868AAA