HomeMy WebLinkAbout11/4/2015 - STAFF REPORTS - 2.L. 40EpA`M SA4
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City Council Staff Report
DATE: November 4, 2015 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 IN THE AMOUNT OF $95,464 TO THE
PROFESSIONAL SERVICES AGREEMENT WITH RBF CONSULTING
(NOW KNOWN AS MICHAEL BAKER INTERNATIONAL), FOR
ADDITIONAL CONSTRUCTION MANAGEMENT SERVICES FOR THE
TRAFFIC MANAGEMENT CENTER AND CITYWIDE TRAFFIC SIGNAL
INTERCONNECT PROJECT, CITY PROJECT 08-04, FEDERAL AID
PROJECT NO. CML 5282 (031)
FROM: David H. Ready, City Manager
BY: Public Works & Engineering Department
SUMMARY:
Approval of Amendment No. 2 to the professional services agreement with Michael
Baker International is recommended to include additional construction management
services associated with the construction of a new Traffic Management Center ("TMC")
and traffic signal interconnect and synchronization improvements at traffic signals
located throughout the City.
RECOMMENDATION:
1. Approve Amendment No. 2 to Agreement No. 5985 with RFB Consulting (now
known as Michael Baker International), in the amount of $95,454 for a total contract
amount of $619,713 for the Traffic Management Center and Citywide Traffic Signal
Interconnect Project, City Project No. 08-04, Federal Aid Project No. CML 5282
(031); and
2. Authorize the City Manager to execute all necessary documents.
BACKGROUND:
On January 21, 2015, the City Council awarded a construction contract to Aegis ITS,
Inc., for the Traffic Management Center and Citywide Traffic Signal Interconnect
Project, City Project No. 08-04, (the `Project'), and approved Amendment No. 1 to
Agreement No. 5985 with RFB Consulting (now known as Michael Baker International),
ITEM N0. y
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Cg11F004 City Council Staff Report
DATE: November 4, 2015 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 IN THE AMOUNT OF $95,464 TO THE
PROFESSIONAL SERVICES AGREEMENT WITH RBF CONSULTING
(NOW KNOWN AS MICHAEL BAKER INTERNATIONAL), FOR
ADDITIONAL CONSTRUCTION MANAGEMENT SERVICES FOR THE
TRAFFIC MANAGEMENT CENTER AND CITYWIDE TRAFFIC SIGNAL
INTERCONNECT PROJECT, CITY PROJECT 08-04, FEDERAL AID
PROJECT NO. CML 5282 (031)
FROM: David H. Ready, City Manager
BY: Public Works & Engineering Department
SUMMARY:
Approval of Amendment No. 2 to the professional services agreement with Michael
Baker International is recommended to include additional construction management
services associated with the construction of a new Traffic Management Center ("TMC")
and traffic signal interconnect and synchronization improvements at traffic signals
located throughout the City.
RECOMMENDATION:
1. Approve Amendment No. 2 to Agreement No. 5985 with RBF Consulting (now
known as Michael Baker International), in the amount of$95,454 for a total contract
amount of $619,713 for the Traffic Management Center and Citywide Traffic Signal
Interconnect Project, City Project No. 08-04, Federal Aid Project No. CML 5282
(031); and
2. Authorize the City Manager to execute all necessary documents.
BACKGROUND:
On January 21, 2015, the City Council awarded a construction contract to Aegis ITS,
Inc., and approved Amendment No. 1 to Agreement No. 5985 with RFB Consulting
(now known as Michael Baker International), to include construction management
services. A copy of the January 21, 2015, staff report is included as Attachment 1.
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1104 P City Council Staff Report
DATE: November 4, 2015 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 IN THE AMOUNT OF $95,454 TO THE
PROFESSIONAL SERVICES AGREEMENT WITH RBF CONSULTING
(NOW KNOWN AS MICHAEL BAKER INTERNATIONAL), FOR
ADDITIONAL CONSTRUCTION MANAGEMENT SERVICES FOR THE
TRAFFIC MANAGEMENT CENTER AND CITYWIDE TRAFFIC SIGNAL
INTERCONNECT PROJECT, CITY PROJECT 08-04, FEDERAL AID
PROJECT NO. CML 5282 (031)
FROM: David H. Ready, City Manager
BY: Public Works & Engineering Department
SUMMARY:
Approval of Amendment No. 2 to the professional services agreement with Michael
Baker International is recommended to include additional construction management
services associated with the construction of a new Traffic Management Center ("TMC")
and traffic signal interconnect and synchronization improvements at traffic signals
located throughout the City.
RECOMMENDATION:
1. Approve Amendment No. 2 to Agreement No. 5985 with RFB Consulting (now
known as Michael Baker International), in the amount of$95,454 for a total contract
amount of $619,713 for the Traffic Management Center and Citywide Traffic Signal
Interconnect Project, City Project No. 08-04, Federal Aid Project No. CML 5282
(031); and
2. Authorize the City Manager to execute all necessary documents.
BACKGROUND:
On January 21, 2015, the City Council awarded a construction contract to Aegis ITS,
Inc., and approved Amendment No. 1 to Agreement No. 5985 with RFB Consulting
(now known as Michael Baker International), to include construction management
services. A copy of the January 21, 2015, staff report is included as Attachment 1.
ITEM NO. �L
City Council Staff Report
November 4, 2015 --Page 2
Amendment No. 2 to Agreement A5985
to include construction management services for the Project. A copy of the January 21,
2015, staff report is included as Attachment 1.
Construction of the Project has continued throughout the year, however, delays in
obtaining traffic signal equipment (beyond the control of the contractor) required an
extension of time to complete the Project. Included as part of Amendment No. 2 to
Agreement No. 5985 with Michael Baker International is an additional budget of$53,250
to account for an extended construction period; continued support is recommended to
ensure the continued full oversight of the contractor for compliance with federal
regulations applicable to the Project.
The scope of the Project includes upgrading many of our traffic signals with wireless
communication, and adding new video detection cameras to those traffic signals using
the older inductive loop technology. The City implemented video detection technology
soon after the technology was made commercially available, and at some traffic signals
the video detection cameras have reached the end of their useful life (10 years or
more). These older video detection cameras continue to function, but will fail over time
which will disrupt the new traffic signal interconnection system. So, to avoid this
potential failure, staff recommends replacement of these existing older video detection
cameras. Included as part of Amendment No. 2 is payment in the amount of $42,202
for the acquisition of 49 video detection cameras to replace these older existing video
detection cameras that were not originally included in the scope of the Project.
A copy of Amendment No. 2 is included as Attachment 2.
ENVIRONMENTAL IMPACT:
Section 21084 of the California Public Resources Code requires Guidelines for
Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines
are required to include a list of classes of projects which have been determined not to
have a significant effect on the environment and which are exempt from the provisions
of CEQA. In response to that mandate, the Secretary for Resources identified classes
of projects that do not have a significant effect on the environment, and are declared to
be categorically exempt from the requirement for the preparation of environmental
documents. In accordance with Section 15301 "Existing Facilities," Class 1 projects
consist of the maintenance of existing highways and streets; inclusive of traffic signal
modifications and installation of facilities for health and safety, the Traffic Management
Center (TMC) and Citywide Traffic Signal Synchronization project, City Project No. 08-
04, is considered categorically exempt from CEQA.
Since the project involves federal funds, it is also subject to the environmental review
under the National Environmental Policy Act (NEPA). Caltrans provided the oversight
for the NEPA processes and has determined that this project is a Categorical Exclusion
under Section 6004, 23 CFR 771.117(d): activity (d)(2).
02
City Council Staff Report
November 4, 2015 -- Page 3
Amendment No. 2 to Agreement A5985
FISCAL IMPACT:
The City has received a federal Congestion Mitigation Air Quality (CMAQ) grant of
$1,843,000 for the Project, with $199,000 allocated to the design phase, $1,644,000
allocated for the construction phase. Previously, the City budgeted $201,652 from Fund
133 (Special Gas Tax Improvement), and $1,608,051 from Fund 134 (Measure A
Improvements) for the Project. The Project's overall budget, and incurred expenditures,
are identified in Table 1 :
Table 1
Table of Project Costs Amount
CMAQ Federal Aid Grant $1,843,000
Gas Tax Fund $201,652
Measure A Fund $1,608,051
Design Services $247,521
Project Administration (through 10/02/15 $52,000
Project Administration Estimated $10,000
Construction Management $372,192
Construction Contract ($2,080,000)
Construction Contingency $103,094)
Remaining Balance $787,896
Funds to encumber for approval of Amendment No. 2 in the amount of $95,454 are
available in Local Measure A account 134-4498-50272.
SUBMITTED
Prepared by:
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Marcus L. Fuller David H. Ready, 1�
Assistant City Manager/City Engineer City Manager
Attachments:
1. Staff Report: January 21, 2015
2. Amendment No. 2 to Agreement No. 5985
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ATTACHMENT 1
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'`'F°"a� City Council Staff Report
DATE: January21, 2015 NEW BUSINESS
SUBJECT: AWARD A CONSTRUCTION CONTRACT TO AEGIS ITS, INC., A
CALIFORNIA CORPORATION, IN THE AMOUNT OF $2,078,080.40,
AND APPROVE AMENDMENT NO. 1 IN THE AMOUNT OF $276,738 TO
THE PROFESSIONAL SERVICES AGREEMENT WITH RBF
CONSULTING FOR CONSTRUCTION MANAGEMENT SERVICES FOR
THE TRAFFIC MANAGEMENT CENTER AND CITYWIDE TRAFFIC
SIGNAL INTERCONNECT/SYNCHRONIZATION PROJECT, CITY
PROJECT 08-04, FEDERAL AID PROJECT NO. CML 5282 (031)
FROM: David H. Ready, City Manager
BY: Public Works & Engineering Department
SUMMARY:
Award of this contract will allow the City to proceed with construction of a new Traffic
Management Center ("TMC") and traffic signal interconnect and synchronization
improvements at traffic signals located throughout the City. An amendment to the
professional services agreement with RBF Consulting is recommended to include
turnkey construction management services (contract administration, materials testing,
and inspection).
RECOMMENDATION:
1. Award a construction contract (Agreement No. ) to Aegis ITS, Inc., a California
corporation, in the amount of $2,078,080.40 for the Traffic Management Center and
Citywide Traffic Signal Interconnect Project, City Project No. 08-04, Federal Aid
Project No. CML 5282 (031);
2. Approve and Authorize the City Manager to approve and execute construction
contract change orders up to a cumulative amount of 5%u of the contract amount
($103,940);
3. Approve Amendment No. 1 to Agreement No. 5985 with RBF Consulting, in the
amount of $276,738, for a total contract amount of $524,259 for the Traffic
Management Center and Citywide Traffic Signal Interconnect Project, City Project
No, 08-04, Federal Aid Project No. CML 5282 (031); and
ITEM NO.
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City Council Staff Report
January 21, 2015--Page t
TMC and Traffic Signal Interconnect/Synchronization (CP 08-04)
4. Authorize the City Manager to execute all necessary documents.
BACKGROUND:
The Coachella Valley Association of Governments ("CVAG") Executive Committee
approved a Call for Projects for CVAG and its member jurisdictions using CVAG's
allocation of Congestion Mitigation and Air Quality ("CMAQ") funds made available
through the prior highway funding bill, the Safe, Accountable, Flexible, Efficient
Transportation Equity Act: A Legacy for Users ("SAFETEA-LU"). The Public Works and
Engineering Department responded to CVAG's Call for Projects for CMAQ funding,
requesting consideration of funding to analyze all of the City's arterial corridors to
upgrade the traffic signal interconnect systems with current technology, and to create a
modern traffic management center at City Hall. The purpose of the City's request is to
repair and improve all of the existing traffic signal interconnect systems with modern
systems that are capable of being remotely monitored and have greater reliability.
Associated with the project was traffic engineering analysis to obtain existing traffic
volume turning counts at key major intersections along the interconnected corridors
from which new updated traffic signal interconnect timing plans were prepared and
implemented.
The.Public Works Department's request to CVAG was for $1,843,000 in CMAQ federal
funds for an estimated $2,082,000 project, consistent with the CMAQ federal program
reimbursement rate of 88.53% of project costs. CVAG received 28 requests for CMAQ
funding from its member jurisdictions, requesting a total of $30,610,112 in funding. The
requests were evaluated by a Review Panel, and the City's request was ranked in 8th
place of the 28 requests received. The CVAG Executive Committee subsequently
approved the list of projects to receive CMAQ funding, and the projects were later
added to the Regional Transportation Improvement Plan.
On June 2, 2010, the City Council approved an agreement with RBF Consulting, in the
amount of $247,521 for environmental and traffic engineering design services for the
Traffic Management Center and Citywide Traffic Signal Interconnect Project (City
Project 08-04), Federal Aid Project No. CML-5282(031), (the "Project"). The Project is
made possible by the federal CMAQ funds awarded to the City by CVAG. The City's
consultant, RBF Consulting, previously completed the environmental studies,
construction plans, specifications and estimates, and the Project was ready for
advertising and bidding. The Project includes modifications and upgrades to 80
signalized intersections, importing video and data from signalized intersections within
the City to a new TMC to be located at the Public Works and Engineering Department,
and installation of three thermal/daylight color cameras to monitor the Whitewater River
crossings on Vista Chino, Indian Canyon Drive, and Gene Autry Trail with real-time data
streaming to the new TMC.
Although the federal CMAQ funds were awarded by CVAG, all federal highway funds,
including CMAQ funds, are ultimately administered by the California Department of
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City Council Staff Report
January 21, 2015-- Page 3
TMC and Traffic Signal Interconnect/Synchronization (CP 08-04)
Transportation ("Caltrans") after they are allocated to local agencies. On April 4, 2014,
the Public Works and Engineering Department received authorization from Caltrans to
proceed with construction of the Project. On September 3, 2014, the City Council
reviewed and approved the plans, specifications, and estimates and authorized staff to
proceed with bidding. On September 5 and 12, 2014, the Project was advertised for
bids, and at 3:00 p.m. on October 7, 2014, the Procurement and Contracting Division
received four construction bids from the following contractors:
Company Location Bid Amount
Flatiron Electric Group, Inc. Chino, CA $2,080,525.00
Aegis ITS, Inc. Anaheim, CA $2,094,872.23
CS Construction, Inc. Phoenix, AZ $2,269,420.00
DBX, Inc. Temecula, CA $2,636,818.00
RBF Consulting's final engineer's estimate was $1,480,000. Given that the original four
bids exceeded the engineer's estimate, on November 5, 2014, the City Council rejected
all four bids and directed staff to re-advertise for new bidding; it was RBF Consulting's
opinion that modifying the bid specifications to allow Contractors with C-10 (general
electrical contractors) and C-7 (low-voltage electrical contractors) licenses to bid would
facilitate lower overall bid prices.
Pursuant to the direction given by City Council, the Project was re-advertised for bidding
on November 8 and 15, 2014, and at 3:00 p.m. on December 9, 2014, the Procurement
and Contracting Division received three construction bids from the following contractors:
Company Location Bid Amount
Aegis ITS, Inc. Anaheim, CA $2,078,080.40
Flatiron Electric Group, Inc. Chino, CA $2,079,915.00
DBX, Inc. Temecula, CA $2,354,242.00
A full bid summary is included as Attachment 1. As shown, the bids received are in
excess of the final engineer's estimate prepared by RBF Consulting, despite efforts to
allow for bidding by Contractors with C-7 and C-10 licenses.
Aegis ITS, Inc., of Anaheim, California submitted the lowest responsive bid. Staff
reviewed the bid, references, and contractor's licenses, and found the Contractor to be
properly licensed and qualified. A construction contract with Aegis ITS, Inc., for the
Project is included as Attachment 2.
Local Business Preference Compliance
Section 7.09.030 of the Palm Springs Municipal Code, "Local Business Preference
Program," requires prime contractors to use good faith efforts to sub-contract the supply
of materials and equipment to local business enterprises and to sub-contract services to
businesses whose work force resides within the Coachella Valley; submission of good
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City Council Staff Report
January 21, 2015-- Page 4
TMC and Traffic Signal Interconnect/Synchronization(CP 0"4)
faith efforts is required. However, Section 7.09.030 does not apply to projects that
receive state or federal funding which preclude the application of local preferences.
City Council Approval of Contingency Funds
Given the size and scope of the Project, staff recommends that the City Council
delegate authority to the City Manager to approve and execute construction contract
change orders up to a cumulative amount of 5% of the contract amount equivalent to
$103,904. The Assistant City Manager/City Engineer will carefully evaluate any
additional or extra work claims represented by Aegis ITS, Inc., and if valid, submit to the
City Manager for his approval. In this way, work can proceed uninterrupted as the City
Manager and Assistant City Manager/City Engineer administratively process
construction contract change orders up to the authority specifically delegated herein by
the City Council.
Construction Management/Administration
The Project requires highly technical traffic signal and electrical inspections, in addition
to the full contract oversight and administration required given the federal funding
allocated to it; with limited staff resources currently available it is recommended that the
City Council amend the professional services agreement with RBF Consulting to include
"Phase 3 — Construction Administration Services." The original scope of the agreement
was intended to allow for these additional services to be added at the discretion of the
City Council; staff has negotiated with RBF Consulting on the required scope of
services, and prepared an amendment to the agreement on the basis of a 160 working
day construction schedule. The total budget for the construction phase services is
$276,738 which represents 13% of the construction contract amount; construction
phase services generally vary between 10% to 15% of the construction cost depending
upon the technical requirements and the duration of the contract. A copy of the
proposed amendment is included as Attachment 3.
ENVIRONMENTAL IMPACT:
Section 21084 of the California Public Resources Code requires Guidelines for
Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines
are required to include a list of classes of projects which have been determined not to
have a significant effect on the environment and which are exempt from the provisions
of CEQA. In response to that mandate, the Secretary for Resources identified classes
of projects that do not have a significant effect on the environment, and are declared to
be categorically exempt from the requirement for the preparation of environmental
documents. In accordance with Section 15301 "Existing Facilities," Class 1 projects
consist of the maintenance of existing highways and streets and allows for
implementation of traffic signal modifications and installation of facilities for health and
safety reasons, therefore the Project is considered categorically exempt from CEQA. A
copy of the CEQA Notice of Exemption is included as Attachment 4.
On July 26, 2012, Caltrans, acting as the lead agency pursuant to the National
Environmental Policy Act ("NEPA"), made an environmental determination that the
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City Council Staff Report
January 21, 2015--Page 5
TMC and Traffic Signal InterconnecUSynchronization(CP 08-04)
Project does not individually or cumulatively have a significant impact on the
environment as defined by NEPA and is excluded from the requirements to prepare an
Environmental Assessment ("EA") or Environmental Impact Statement ("EIS"), and has
considered unusual circumstances pursuant to 23 CFR 771.117(b). On the basis of this
determination under federal delegation pursuant to Chapter 3 of Title 23, United States
Code, Section 326 and a Memorandum of Understanding ("MOU") dated June 7, 2010,
executed between the Federal Highway Administration ("FHWA") and the state of
California, Caltrans has determined that the Project qualifies for a Categorical Exclusion
in accordance with 23 CFR 771.117(d) pursuant to activity (d)(2). A copy of the NEPA
Categorical Exclusion is included as Attachment 5.
FISCAL IMPACT:
The City has received a federal CMAQ grant of $1,843,000 for the Project, with
$199,000 allocated to the design phase and $1,644,000 allocated to the construction
phase. Previously, the City budgeted $201,652 from Fund 133 (Special Gas Tax
Improvement), and $54,295 from Fund 134 (Measure A Improvements) for the Project.
The Project's overall budget, and incurred expenditures, is identified in Table 1:
Table of Project Costs Amount
CMAQ Federal Aid Grant $1,843,000
Gas Tax Fund Prior Year Allocation $201,652
Measure A Fund Prior Year Allocation $54,295
Measure A Fund New Allocation $672,567
Design Services $247,521
Project Administration (through 1/12/15 $45,271
Project Administration Estimated $20,000
Construction Management $276,738
Construction Contract $2,078,080
Construction Contingency $103,904
Remaining Balance $0
Table 1
The Project has not, and will not, require any General Fund (Fund 001) or Measure J
Fund (Fund 260) budget. As shown in Table 1, an additional allocation of $672,567
from Fund 134 (Measure A Improvements) will be required to facilitate the final cost of
the Project. The additional Measure A funds are available with existing Fund 134
balance previously appropriated to other projects that have been completed, and does
not require a separate appropriation by the City Council; an internal off-setting balance
adjustment will be processed administratively to accommodate the City Council's award
of contract.
Funds to encumber for award of the construction contract in the amount of
City Council Staff Report
January 21, 2015--Page 6
TMC and Traffic Signal Interconnect/Synchronization (CP 08-04)
$2,078,080.40 with Aegis ITS, Inc., are available from the following accounts:
261-4491-50266, $1,644,000
• 133-4298-50266; $152,736.97
• 134-4498-50272; $281,343.43
Funds to encumber for approval of the amendment to the professional services
agreement with RFB Consulting in the amount of $276,738 are available from the
following account:
0 134-4498-50272; $276,738
Sufficient funds remain available in Measure A account 134-4498-50272 to facilitate the
City Council's delegation of authority to the City Manager to approve and execute
construction contract change orders up to a cumulative amount of 5% of the contract
amount equivalent to $103,904.
SUBMITTED
Prepared by:
Marcus L. Fuller, MPA, P.E., P.L.S.
Assistant City Manager/City Engineer
Approved by:
David H. Ready,
City Manager
Attachments:
1. Bid Summary
2. Construction Contract
3. CEQA Clearance: Notice of Exemption
4. NEPA Clearance: Categorical Exclusion
5. Amendment No. 1 to Agreement 5985
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ATTACHMENT 2
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AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT NO. 5985
WITH MICHAEL BAKER INTERNATIONAL
TMC AND CITYWIDE TRAFFIC SIGNAL INTERCONNECT/SYNCHRONIZATION
CITY PROJECT NO. 08-04
FEDERAL PROJECT NO. CML 5282(031)
The following articles of Agreement No. 5985 are hereby amended to read as follows:
SECTION 2.1 Maximum contract amount is amended to Six Hundred Nineteen Thousand
Seven Hundred Thirteen Dollars ($619,713).
SCOPE OF SERVICES (Exhibit "A") - Exhibit "A" is amended as follows:
Amend 'Phase 3 - Construction Administration Services." Add "Phase 4 — Replacement of Video
Detection Cameras". See the attached sheets.
SCHEDULE OF COMPENSATION (Exhibit "E") - Exhibit "E" is amended as follows:
Amend 'Phase 3 - Construction Administration Services". Add 'Phase 4 — Replacement of Video
Detection Cameras". See the attached sheets.
SCHEDULE OF PERFORMANCE (Exhibit "F") - Exhibit "F" is amended as follows:
Amend 'Phase 3 - Construction Administration Services". Add 'Phase 4 — Replacement of Video
Detection Cameras". See the attached sheets.
VIDEO DETECTION CAMERA QUOTE (Exhibit"G) - Exhibit"G" is added
Add "Phase 4- Replacement of video detection cameras" Camera Quote.
PURCHASE ORDER SUMMARY
Purchase Order Number(s): 10-0728
Agreement Number: 5985
Original City Council Approval: June 22, 2010
Original Contract Amount: $ 247,521
Amount of Prior Increases $ 276,738
Amount of This Increase $ 95,454
Amended Total: $ 619,713
Account Number: 134-4498-50272
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Except as specifically amended by this Amendment No. 2, all terms and provisions of Agreement
No. 5985 remain in full force and effect.
ATTEST: CITY OF PALM SPRINGS,
a California charter city
By:
City Clerk By.
City Manager
APPROVED AS TO FORM:
By
City Attorney
CONSULTANT: Michael Baker International
Check one:_Individual_Partnership X Corporation
Corporations require two notarized signatures: One signature must be from the Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary,
Treasurer, Assistant Treasurer, or Chief Financial Officer).
By: Notarized Signature of Chairman of Board, President By: Notarized Signature Secretary, Asst. Secretary,
or any Vice President Treasurer,Asst.Treasurer or Chief Financial Officer
Name: Name:
Title: Title:
13
EXHIBIT "A"
SCOPE OF SERVICES
TMC AND CITYWIDE TRAFFIC SIGNAL INTERCONNECT/SYNCHRONIZATION
CITY PROJECT NO. 08-04
FEDERAL PROJECT NO. CML 5282(031)
Amend Phase Three - "Construction Administration Services" to include the following additional
services:
Task 7 Construction Management, Administration and Inspection
• Provided appropriate labor compliance information and advice for the Contractor's project
personnel.
• Resolved discrepancies between wage rates/classifications and certified payrolls.
• Provided required process information for complaints and referenced Section 8-2, "Equal
Employment Opportunity," of the Caltrans Local Assistance Procedures Manual.
• Reviewed and confirmed all Contractor certified payroll records according to current labor
compliance program policy.
• Withheld progress payment to the Contractor for inadequate certified payroll records or possible
violations.
• Provided examples for payment request and anticipate additional involvement.
• Verified the accuracy of payrolls and assisted the Contractor in correcting and complying with
wage underpayment, discrepant and inadequate payroll Information, substantiation of wages,
and fringe benefits paid.
• A second round of interviewing will take place to ensure all compliance requirements are in
place.
• All payroll documents are undergoing a second audit to verify compliance.
• Maintained a cooperative communication channel and mutually resolved all conflicts while
assisting the Contractor in maintaining schedule and planned order of work to meet the dates
specified for completion. Avoiding the Contractor's original delay claim for 12 days, and the
additional delay of 4 days.
Extended working schedule:
The project was originally scheduled for 160 working days from the date of the Notice to Proceed.
• The Notice to Proceed was issued on April 20, 2015 (Day 1).
• The originally scheduled completion date was December 8, 2015 (Day 160). However, the
schedule has been revised to include one (1) approved weather delay day and this results in a
new contract completion date of December 9, 2015 (without an approved time extension).
14
• However, the Contractor has requested a change order that includes an additional 19 working
days. With that request, the revised contract completion date would be January 8, 2016
(including the change order extension, but excluding any other delays).
Other efforts that will continue to be provided as a part of this Extra Work Request include
the following:
• Review contract documents and coordinate permit requirements.
• Provide coordination of project activities and prepare reports and documents, as
necessary, for City's review and action.
• Maintain at the project side, on a current basis, a record copy of all contracts, drawings,
specifications, addenda, change orders and other modifications, in good order and marked to
record all changes made during construction, including the shop drawings, product data shop
and mill test reports of materials and equipment, samples, submittals, purchases, materials,
equipment, applicable handbooks, maintenance and operating manuals and instructions, and
other related documents and revisions relevant to the contract work.
• Conduct bi-weekly construction progress meets with Project Design Engineer, Contractor,
Subcontractors, City Staff, other affected outside Agencies, utilities, general public, and
other Consultants to discuss matters such as procedures, progress, problems, and scheduling
and distribute meeting agenda and minutes.
• Coordinate submittal review(s)with the Consultant Project Manager.
• Coordinate with utility companies including SCE for electrical service point(s).
• Provide on-site inspection and testing services of hardware and software installed by
the Integrator/Contractor as they relate to video detection equipment, microwave radios,
network appliances, etc.
• Validate that work of the Integrator/Contractor meets the design criteria of the Project.
• Validate the performance criteria of all system components by using third party hardware and
software testing tools to ensure bandwidth, performance and data QOS performance
standards have been met by the Integrator/Contractor.
• Document all claims and maintain reports for account records.
• Review and analyze the Contractor's schedule (monthly) including activity sequences
and duration, schedule of submittal and schedule of delivery for products with long lead times.
• Work with Contractor to maintain the project schedule to show current conditions and suggest
revisions as required.
• Recommend necessary or desirable changes in the Construction Contractor's scope of work.
• Review and evaluate Contractor's request for changes. Submit recommendations supported
by field data related to any additional work.
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• If change orders are accepted by the City, prepare change orders for signature and
authorization by the City.
• Review pay requests and provide recommendation for contractor payments.
• Monitor and enforce construction noticing requirements.
• Prepare and maintain field diaries (bound workbooks) during construction, including a
cumulative record of quantities constructed, daily and weekly reports, working day reports,
change order documentation and other documentation.
• Ensure compliance with the construction contract by continuously monitoring, evaluating,
approving or rejecting the Contractor's work in accordance with the approved construction
contract documents.
• Record the progress of the project by maintaining one set of plans with markings and
dimensions in red ink to denote field changes or other corrections.
• Maintain copies of all permits needed to construct the project and enforce special requirements
of each.
• Notify the City when the project, or a designated portion thereof, is substantially complete.
• Obtain evidence of certification of all lien releases.
• Secure and transmit to the City, all required guarantees and warranties in the form of an
Operation and Maintenance workbook.
• Coordinate training with City staff.
• Provide Project Closeout.
Add "Phase Four- Replacement of Video Detection Cameras", as follows:
Michael Baker International (Consultant) is submitting this addendum to the contract for added services
provided by RodefX (Vendor) to furnish and install new video detection cameras in the City of Palm
Springs. All work and equipment supplied shall comply and be done in accordance with all provision of
2010 Section 86 of the State of California Standard Specifications and the State of California Standard
Plans as amended herein.
The processors for each camera have been installed under phase 3 of the project by the City's
contractor, Aegis ITS. Under Phase 4, Consultant shall coordinate with the City and Vendor to furnish
Video detection cameras in accordance with a quote that was provided to the City on June 3, 2015
("Exhibit G)". The quote assumes existing cables will be used for the new cameras. Iteris video detection
cameras model "CAM-RZ4A-WDR" shall be installed by qualified Iteris Inc. personnel at the following
locations:
1�1
No. Intersection Name Video Detection
Camera Quantity
1 N. Indian Canyon Drive at Tachevah Drive 2
2 N. Indian Canyon Drive at Amado Road 3
3 N. Indian Canyon Drive at Andreas Road 3
4 S. Indian Canyon Drive at La Plaza 3
5 S. Indian Canyon Drive at Arenas Road 3
6 1 S. Indian Canyon Drive at Baristo Road 3
7 Sunrise Way at Racquet Club Road 4
8 Sunrise Way at Via Escuela 4
9 Farrell Drive at Tamarisk Road 5
10 Ramon Road at Com adre Road 4
11 Ramon Road at El Placer 4
12 Ramon Road at Vella Road 4
13 Dinah Shore Drive at Crossley Road 4
14 El Cielo Road at Baristo Road 3
Total 49
New video detection cameras shall be under warranty for thirty-six (36) months after the date of
shipment to Vendor. The cameras shall be warranted to conform to Iteris Inc. published specification
and be free from defects in material and workmanship.
END OF EXHIBIT "A"
17
EXHIBIT "E"
SCHEDULE OF COMPENSATION
Delete the third sentence of the first paragraph of Agreement No. 5985 signed June 22ntl 2010
"Lump sum payrnBRtS shall be made tG GGRtFacter based upon G()FRP18t1GR ef tasks, or pFq rata p0ltiORS th@FROf RQtAd belew, to a max murn 0 of
The following is amended to Exhibit "E", Schedule of Compensation:
Phase 3 - Construction Administration Services
Phase 4 - Replacement of Video Detection Cameras
SUBCONSULTANT HEPTAGON SEVEN VENDOR ADDENDUM 2 ADDENDUM NEW
CONSTRUCTION CON STRUCTON Clerical RODEF% TOTAL TOTAL PHASE 3/PHA5E4
MANAGER INSPECTION ITERIS VIDEO DETECTION TOTAL
$150 per hour $150 per hour $65 per hour
TASK DESCRIPTION Hours S Hours f Hours I S City I Unit Price I Tax Nours f S f
PHASE 3—CONSTRUCTION ADMINISTRATION SERVICES
3A Pre-Construction Meeting Attendance $0 $0 $0 0 $0 $2,550 $2 550
3.2 1 Shop Draw Review $0 $0 $0 0 $0 $16 6BB $16,668
3.3 Respond to Requests for infomlation $0 $0 $0 0 $0 $13,228 $13,228
3.4 Construction, Management,Administration,and Inspection 120 $18,000 170 $25 500 150 $9,750 440 $53.250 $159,088 $212 338
3.5 Quality Assurance Plan $0 $0 $0 0 $0 $12,088 $12,088
3.6 Miscelaneaus Construction Su $0 $0 $0 0 $0 $65 508 $65,508
3.7 Firm Record Drawings $0 1 $0 $0 0 $01 $6O8 $608
SUBTOTAL 120 $15,000 1 170 $25,500 1 150 ",750 440 $03,250 I $269,738 1 $322,988
PHASE 4—Replacement of Video Detection Cameras
PHASE 4—Fumish and Instal Iteris Color Camera Assembly-Model CAM-RZ4A-VVDR Imager, 115VAC,NTSC w!
4.1 I JEDCO RMCM.05-Video Coax Suppression(Connectortess Termination) 1 49 $798 $3,126 $42,204 SO $42,204
Reimbursable Expenses SD $7,000 $7,000
TOTAL $116,461 $27i1,738 $372192
Phase 3 Increase: $53,250
Phase 4 Total: $42,204
Previous Grand Total $524,259
Grand Total of Contract $619,713
oy END OF EXHIBIT "E"
EXHIBIT "F"
SCHEDULE OF PERFORMANCE
The following is added to Exhibit "F", Schedule of Performance:
Phase Three - Construction Administration Services shall continue for an additional 19 working
days for a total contract period of 179 working days thereafter or when the project is closed out
and accepted by Caltrans.
END OF EXHIBIT "F"
19
EXHIBIT "G"
VIDEO DETECTION
CAMERA QUOTE
Refer to the attached documentation from RodeFX.
END OF EXHIBIT "G"
20
T r �) �[�/ EXHIBIT "G" - VIDEO DETECTION CAMERA QUOTE
■ �tT K / .\ Iteris,Inc. Michael Girardot EQUIPMENT QUOTATION
1 lllJJJ�<lIJ 1700 Carnegie Avenue Rocl Quote#00002201
Suite 100 Phone:
-90 Santa Ana,CA 92705-5551 Email: rodefx@verizon.net June 3, 2015
Contractor Agency: Palm Springs,City of Delivery Term: FOBShipping Point
CA Contractor: Payment Terms: NET 30 Days
Project Name: 2015060330 Palm Springs Cameras
Reference: Palm Springs Cameras
Fax or email Purchase Orders to:949-270-9441 or rsordersfraiteris.com. Please include Quote Number on your Purchase Order. Prices are valid for 30 days from the date of quote unless extended
in writing. Prices on this quote include material only unless otherwise stated. For questions regarding this quotation,please contact the representative listed above.
Palm Springs Video Detection Cameras
LCAM-ORZf4AWDR
dme Product Description city Unit Price Discount%
Ext.Price
Iteris Vantage Color Camera Assembly-Model CAM-RZ4A-WDR Imager,115VAC,NTSC w/EDCO RMCX1.05-Video 49 $1,595.00 50 $39,077.50
Coax Suppression(Connectorless Termination)
$39,077.50
Camera Installation
Product Name Product Description city Unit Price Discount% Ext.Price
Camera Installation Camera Installation 49 $0.00 $0.00
$0.00
Important Notes:
Installation of cameras does not include installation of cabling for cameras. The installation assumes existing cabling will be used for the new cameras. SUBTOTAL $39,077.50
This quotation and any resulting order are subject to Iteris'Roadway Sensor Products Standard Terms and Conditions of Sale attached hereto or
available at htto://www.iteris.com/RS-Std-TC.i)df, which are incorporated herein by this reference. FREIGHT
TAX $3,126.20
RodefX is an authorized Iteris Sales Representative for Iteris Roadway Sensors products and may sign quotations on Iteris'behalf with a total sales price of$80,000 TOTAL: $42,203.70
or less.Quotations that exceed$80,000 in total price must be approved by an Authorized Iteris Signature.
Authorized Iteris Signature Date Michael Girardot,RodefX
iJ
June 3,2015 Page l of 1
Iteris Roadway Sensor Products ITERIS.---,
Standard Terms and Conditions of Sale -OAFP�-
1. Sole Agreement. These Standard Terms and Conditions of Sale for allowed by law,on the unpaid balance until the account is paid in full, in
the sale and purchase of goods and services between Iteris, Inc. addition to any reasonable attorneys' fees or other collection expenses.
("Iteris") and the purchaser or buyer("Purchaser") indicated on the face 5. Taxes. All prices are exclusive of any and all taxes, duties, tariffs,
of the price quotation, proposal, contract, sales order or offer from Iteris fees,or assessments, including but not limited to sales, use,excise, VAT,
constitute the entire agreement between Iteris and Purchaser (the or similar taxes and export or import duties or fees applied to the sale or to
"Agreement") and supersede any prior agreement or understanding, the Products sold, by any United States or foreign federal, state,
whether oral or written, relating to the subject matter of this Agreement. provincial,or local governmental body.Any such taxes that must be paid
Iteris shall not be bound by any terms or conditions not set forth in this by Iteris shall be separately itemized on Iteris' invoice and paid by
Agreement, including but not limited to, any purchase order or purchase Purchaser, or in lieu thereof, Purchaser shall furnish Iteris a properly
contract("Order") from Purchaser that is in any way inconsistent with or executed tax exemption certificate prior to shipment.
in addition to this Agreement. This Agreement may not be expanded or 6. Limited Warranty.
modified except by an instrument in writing executed by an authorized
representative of Iteris. Iteris' acceptance of Purchaser's Order shall not Iteris Hardware Products: Unless otherwise specified in writing by an
be deemed an acceptance of any modification to any term or condition authorized Iteris representative, hardware Products marked as
contained herein, but rather an acceptance of Purchaser's agreement to manufactured by or for Iteris or marked with an Iteris brand or trademark
purchase goods and services upon the terms set forth in this Agreement. are warranted, at the time of shipment to Purchaser,to conform to Iteris'
All Orders, whether or not based on specific quotations, are subject to published specifications and to be free from defects in material and
Iteris'acceptance by an authorized Iteris representative. workmanship. The occurrence of any of the following terminates Iteris'
2. Shipment. All prices are in United States Dollars (USD or$) and Limited Warranty: (i) a Product fails as the result, in whole Or in part, of
quoted FCA (Free Carrier at named point, Incotermsg 2010), or in modification ed repair of the Product not conducted it conformity with
jurisdictions that have not adopted Incoterms®,FOB at the shipping point Iteris' approved procedures, su a Product fails as the result, in whole or
of Iteris,Inc. Title to goods sold hereunder(individually,a"Product"and m part, of improper or insufficient maintenance;power
s a Product is
collectively, "Products) shall pass to the Purchaser upon delivery of damaged due to, m whole , in part, electrical power surge, lightning
strike, accident, negligence, improper storage, incorrect installation,
Products to the carrier. Iteris, however, retains a security interest and a incorrect operation,unusual deterioration due to physical environments in
vendor's lien against the Products until payment in full is received. excess of limits set forth in Product manuals,or any other type of abuse or
Purchaser agrees to perfect and maintain such security interest for Iteris. misuse; or(iv) the removal of serial numbers, or the removal, mutilation
In the absence of specific written instructions that Iteris has accepted, or defacement of any part of a Product. As a condition to making any
Iteris will ship Products by what it deems to be the most appropriate claim under this Limited Warranty, Purchaser must request a Return
method for shipment.Although Iteris may transact for carriage,all freight Material Authorization("RMA") before the Limited Warranty terminates
charges and insurance premiums will be for the account of Purchaser. Or expires. Provided that the Limited Warranty has not terminated or
Upon delivery to the carrier,Purchaser assumes all risk of loss. Any such expired, Iteris shall issue the RMA and Purchaser shall have the right to
loss shall not relieve Purchaser of its obligation to pay Iteris in full for return the non-conforming Product, transportation prepaid, to Iteris for
Products,freight and insurance. Purchaser shall have the right to negotiate repair or, solely at Iteris' option, replacement with new or reconditioned
with the carrier and/or insurer to recoup its loss. materials. Except for repair or replacement, Iteris shall be under no other
3. Delivery. Standard shipments to Purchaser will be approximately liability to Purchaser. This is a Limited Warranty only and, unless
30-45 days after receipt of an Order. In the event that Purchaser requests a otherwise specified in writing by Iteris, shall expire thirty-six (36)
guaranteed ship date,Iteris reserves the right,after notice to Purchaser, to months after the date of shipment of each unit of Product to Purchaser.
include in the final purchase price any expenses which increase the cost of Repaired or replaced Products have a Limited Warranty for die greater of
production or delivery, including but not limited to, expediting and ninety (90) days from the time of shipment or the remainder of the
overtime expenses, parts procurement premiums, etc. Iteris reserves the original warranty period.
right to ship complete orders in advance of the ship dates specified and, Iteris Software Products: Unless otherwise specified in writing by an
with prior approval from Purchaser,partial orders.Iteris shall not be liable authorized Iteris representative, software Products marked as
for either delays in delivery or the failure to manufacture if such delay or manufactured by or for Iteris or marked with an Iteris brand or trademark
failure is due to causes beyond Iteris' reasonable control, including but are warranted to the licensed End User in accordance with the software
not limited to, acts of God, acts or omissions of either Purchaser or third license and warranty packaged with the software.
parties, intervention of any government authority, strikes, lockouts Or Non-Iteris Products. Hardware or software Products marked as
other labor disturbances, floods, fires, earthquakes, epidemics, manufactured or produced by others or marked with a brand or trademark
quarantines,riots,wars,delays in transportation,or where Iteris is unable of a party other than Iteris are warranted,if at all,by the manufacturer or
to obtain necessary labor, materials or manufacturing facilities. In the producer to the End User in accordance with the warranty documentation
event of such delay or failure, the delivery date shall be extended for a provided by the manufacturer or producer.
period equal to the time lost by reason of the delay or failure. NO OTHER WARRANTIES OR GUARANTEES, EXPRESSED OR
4. Payment Terms. Unless an authorized Iteris representative agrees IMPLIED INCLUDING MERCHANTABILITY OR FITNESS FOR A
upon different credit terms in writing at the time of acceptance of PARTICULAR PURPOSE, ARISING BY LAW, CUSTOM OR
Purchaser's order, the standard terms of payment shall be cash or wire CONDUCT, SHALL BE APPLICABLE. NO REPRESENTATION OR
transfer of funds in advance of shipment or, for international shipments, WARRANTY BY PURCHASER SHALL EXTEND THE LIABILITY
Irrevocable Sight Letter of Credit collectable within thirty(30)days after OR RESPONSIBILITY OF ITERIS BEYOND THE TERMS OF THIS
shipment. Iteris' obligation to deliver Products is subject to Purchaser's PROVISION. THE RIGHTS AND REMEDIES PROVIDED HEREIN
compliance with the foregoing payment terms, or in the event credit is ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR
granted by Iteris, any such credit terms provided. Iteris may at any time, REMEDIES. IN NO EVENT SHALL ITERIS HAVE ANY LIABILITY
in its reasonable business judgment,if the financial condition of Purchaser FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR
warrants,either alter the credit terms or suspend credit and delay delivery LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY
until such time as the revised credit terms are met. Iteris shall have the ARISING FROM USE OF THE PRODUCTS, OR AN INABILITY TO
right to cancel any unfilled order, or delay its shipment, for failure of USE PRODUCTS EITHER SEPARATELY OR IN COMBINATION
Purchaser to meet its payment schedule or obligations. In the event any WITH OTHER SOFTWARE, EQUIPMENT OR MATERIALS, OR
payment is not made when due, Iteris shall have the right to accelerate the FROM ANY OTHER CAUSE.
due date of the entire unpaid balance and to increase the unpaid balance of
the sales price at the rate of one percent(I%u)per month,or the maximum 22
A UKua d1U Id, livis.2rduvy Sansor RwWdx Swilar.l Toms aW CmNmm
Iteris Roadway Sensor Products ITERIS� ,,y
Standard Terms and Conditions of Sale
7. Return Material Authorizations. Upon request by Purchaser for an Los Angeles,CA USA,by one(1)arbitrator appointed in accordance with
RMA whether for repair, replacement, or credit, Iteris agrees that it will said rules. If the Purchaser does not have an office in the United States,
either issue such RMA or provide Purchaser with a written explanation for arbitration shall be conducted under the Rules of Arbitration of the
its refusal to issue the RMA within thirty (30) days of the request by International Chamber of Commerce and be conducted in the English
Purchaser. If Iteris provides a Field Replaceable Unit ("FRU") or language, in New York, NY, USA, by one (1) arbitrator appointed in
replacement Product in advance of receipt of an authorized return and accordance with said Rules of Arbitration. Judgment on the arbitration
does not receive the returned unit within 30 days of shipment, Purchaser award may be entered in any court having jurisdiction. This clause shall
will be invoiced for the FRU or replacement. Purchaser shall pay all not preclude parties from seeking provisional remedies in aid of
shipping costs for items returned to Iteris. For items repaired or replaced arbitration from a court of appropriate jurisdiction nor shall it preclude
under a valid warranty claim, Iteris shall pay shipping costs for return of Iteris from any pursuit allowed by the full extent of the law for collection
repaired or replaced item to Purchaser. of amounts owed by Purchaser under any credit arrangement. The
g. Intellectual Property Indemnification. Iteris shall indemnify and arbitrator may, in the award, allocate all or part of the costs of the
hold harmless Purchaser and its customers from loss,damage or liability arbitration, including the fees of the arbitrator and the reasonable
for infringement of a United States (U.S.) patent or U.S. copyright attorneys' fees of the prevailing party.
("intellectual property") arising out of the sale or use of Iteris Products It. Product Modifications. Iteris reserves the right, at any time and
delivered to Purchaser hereunder (the "Indemnity"); provided that without notice to Purchaser, to modify Products, in whole or in part, to
Purchaser notifies Iteris in writing within ten(10)days of Purchaser's first include therein changes deemed appropriate by Iteris which do not
notice of an infringement claim,threat or suit("Infringement Claim")and adversely affect the form, fit or function of the Products, and without
fully cooperates with Iteris in the defense of such Infringement Claim and incurring any liability, to change or modify any Product previously
the avoidance of infringement by, including but not limited to, providing delivered,or to supply new Products in replacement thereof.
Iteris any requested authority,information,and assistance necessary. Iteris 12, Export Responsibility. All sales hereunder shall at all times be
shall be entitled,at its election,to assume the defense of any Infringement subject to the export control laws and regulations of the U.S.government.
Claim. The foregoing Indemnity shall not apply when normally non- Purchaser agrees that it shall not make any disposition, by way of
infringing Iteris Products are rendered infringing by (i) Purchasers or its transshipment, re-export, diversion or otherwise, except as said laws and
customer's alteration of Iteris Products or the operation thereof,(ii)use of regulations may expressly permit, of U.S. origin goods purchased from
Iteris Products in combination with other equipment or software, or(iii) Iteris, other than as to the ultimate country of destination specified on
Iteris' modification of its products in compliance with the Purchaser's Purchaser's order and/or declared as the country of ultimate destination on
specifications or instructions. Iteris shall have the right to resolve any Iteris' invoices.
Infringement Claim in the manner it deems appropriate,including,but not 13. General.
limited to,(i)obtaining a license from the owner of the alleged infringed a) Noo modification of a quotation or a resulting order shall be binding
intellectual property, (it)rescinding the purchase of the Iteris Product, or unless writing signed by an authorized representative Iteris.
(iii) modifying or replacing the alleged infringing Product with non-
infringing Product. The foregoing Indemnity shall not extend to claims b) No waiver by either party of any default shall be deemed a waiver of
based on infringement of intellectual property outside the United States of any subsequent default.
America. Iteris' sole obligation and liability to Purchaser and its c) Purchaser shall not assign its Order or any interest therein or any
customers with respect to indemnification of claims shall be as set forth in rights hereunder without the written consent of Iteris, and any such
this paragraph and specifically excludes indemnification for consequential Purported assignment shall be null and void and of no affect whatsoever.
damages,incidental damages,punitive damages,and attorneys'fees. d) Purchaser agrees that it will not modify,reproduce,reverse engineer,
9. Product Liability, Mutual Indemnification. In the event Purchaser reverse compile, disassemble, translate, de-compile, deconstruct or
receives a claim that a Product or any component thereof, delivered by decrypt, the whole or any part of the Products, including any software
embedded therein.
Iteris to Purchaser, has caused personal injury or damage to property of e) All quotations and any resulting order shall be construed,interpreted
others, Purchaser shall immediately,but in no circumstances in less than and governed by the laws of the State of California,USA,but specifically
ten (10) days, notify Iteris in writing of all such claims. Iteris shall excluding any International Convention regarding the International Sales
indemnify and hold harmless the Purchaser for any costs or damages to of Goods. Should any court of competent jurisdiction determine any
the extent caused by the defective Product or the negligence of Iteris, its portion hereof illegal or against public policy, such determination shall
agents, or its employees, and Iteris shall be entitled, at its election, to not affect that portion herein that is not illegal or against public policy. In
assume the defense of any claims related thereto. Purchaser shall the event that the federal,state,provincial,city or local government or any
indemnify, defend and hold harmless Iteris from and against all claims, bureau or agency thereof, should promulgate any law, rule or regulation
demands,losses and liability arising out of damage to property or injury to affecting prices,deliveries or any other tern of a contract resulting from a
persons caused by or in connection with the products,acts or omissions of quotation, [hen, at the option of Iteris communicated to the Purchaser in
Purchaser and its agents and employees, and from and against all claims, writing within a reasonable time, the contract between Iteris and the
demands, losses and liability for costs or fees, including reasonable Purchaser may be either terminated by Iteris and be of no force and effect
attorneys'fees in connection therewith. and the parties shall be restored to the position they occupied before the
10. Arbitration.It is the intent of the parties that any controversy will be contract was executed, or Iteris may make such changes in the price,
elevated to the highest management levels within the respective delivery schedule and terms as Iteris in its reasonable business judgment
organizations in an attempt to resolve the matter most efficiently. I£the may deem necessary to comply with such law,rule or regulation.
parties are unable, after good faith negotiations, which each hereby
covenants to undertake, to resolve any dispute, claim or controversy
arising between them,the parties hereby expressly agree that the exclusive
means of resolving any such dispute, claim or controversy arising out of
or relating to this agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope
or applicability of this agreement to arbitrate, shall be determined by
arbitration. If the Purchaser has an office located in the United States,
arbitration shall be conducted under the Streamlined Arbitration Rules and +1
Procedures of JAMS, a national alternative dispute resolution service END OF EXHIBIT "Gn 2 7
(www.jamsadccom) and shall be conducted in the English language, in
Au,",JII? -oC h.., iadu'aySmn,PwWcesm.e,dTomsmJC.1.,o-