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A5985 - MICHAEL BAKER INT'L RBF CONSULTING CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE/TRAFFIC MGMT CTR
AMENDMENT NO. 4 TO AGREEMENT NO. 5985 PROFESSIONAL SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES TO THE CITY OF PALM SPRINGS TRAFFIC SIGNAL INTERCONNECT/SYNCHRONIZATION, CITY PROJECT NO. 08-04 FEDERAL PROJECT NO. CML 5282 (031) THIS FOURTH AMENDMENT TO Agreement No. 5985 for professional engineering and construction management services, (herein "Amendment') made and entered into on the ��` day of Ul , 201Y�by and between CITY OF PALM SPRINGS, a California charter City and municipa corporation, (herein "City'), and Michael Baker International, INC., (herein "Consultant'), is hereby amended as follows: RECITALS WHEREAS, City and Consultant entered into that Agreement No. 5985 to provide professional engineering and construction management services in the City of Palm Springs ("Agreement'), as dully amended from time to time; WHEREAS, City requests Consultant to provide for design and construction management services for the City-wide upgrade of traffic signal synchronization and install a new Traffic Management Center (TMC) at the Palm Springs City Hall; and WHEREAS, the parties wish to amend the Agreement to increase the contract price for purchase of equipment due to damage from errant vehicles affecting the TMC and Traffic Signal Synchronization in order to expedite the repairs of the damaged traffic signal; NOW THEREFORE for good and sufficient consideration, the parties agree as follows: Section 1. Section 2.1, is hereby revised to reflect the total amended contract amount as herein specified by this Amendment No. 4. The Schedule of Compensation, Exhibit "E", is hereby amended and increased by $6,428.15 for additional equipment purchase reflecting an increase maximum contract amount of Six Hundred Sixty-Five Thousand, Eight Hundred Seventy-Nine and Fifteen Cents ($665,879.15). ORIGINAL BID AND/OR AGREEMENT RmFLi AIOYGr] OOYL 11UOQ11 AIFO�.12 AALOe-1.1. 1mY ' .L]IIe[i]�IeIM ]+EEI EYiEVe iS♦)�. ImK vx. s.Is res..r .Iw.:.e.. rmu rmu rma mru IANt 9N. Itv. . 1 _ RlisElw_el✓mldLLylllpt[r Saar E]1 ' W.T'U' 4MEN[IMENIS VIMeF]_[pl$rgICIW LLi¢parWl)II eE1N62e pWm tttn M nea m 5'0 S _ sn a.]Ej aeewNMUF]-S161m4 ]a Hwf +e fr310 a.0 imam FS]]w wel.11e IWSE]_ ttlNenbRem4men. HK4�.-Fm]seNS�sIMOeNCob GmenAaeemYTeYCtlGWV4Y/Il91ma0e,115V/C,N16CmF000 a+ watos+leeowmwsvaysronlemenmleesTeemmamil m m wm wso. eeu.mi..m. w "X0 w MASI fn.za 41.+FiN1IE11TioiLL S] ]e I :ae4T]e WA. M m -1— OYiWMLCe1RR/Lf1mLL Sit) M YN1 al MEW e1MIIDTOILL Total maximum contract amount: $665,879.15 Section 2. Full force and effect: Except as otherwise previously modified herein, all other provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed and entered into the Amendment as of the date first written below. ATTEST: CITY OF PALM SPRINGS, a California charter city and municipal corporation l By By: hony I y rk City Manager APPROVED AS TO FORM: APPROVED BY COUNCIL E -h-P -Q_ .�� AyA- City Attorney CONSULTANT NAME: By: Michael Baker International Inc. 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 By: By: Signature (notariz(d) / Signature (notarized) Name: Robert Schlesinger Name: J/C✓e /A / Title: Sr.Vice President Title: Assistant Secretary CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County/of r, ✓ v�r�/-2/— ) On before me, 0k6t.4eAO 4IJo'��YLi Pu.`1 G Orate hens Insert Name and the Officer r personally appeared 5 z— et. /?/� Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/herAheir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CINDY OKAMOTO WITNESS my hand and official seal. Notary Public -County nia Z ,�a Orange County i z "s Commission N 2171175 M Comm. Expires Nov 7,2020 Signature Signatu f Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Taal Title or Type of Document: C',ti f ocument a� -o Number of Pages: Signer(s) Other Than Lamed Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Sig 's Name: ❑Corporate Officer — Title(s): ❑Corp ate Officer — Title(s): ❑Partner — ❑ Limited ❑General ❑ Partner ❑ Limited ❑ General ❑Individual ❑Attorney in Fact ❑ Individual ❑Attomey in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association •www.NationaiNotary.org • 1-800-US NOTARY(1-800-876-6827) Item f15907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of 0 r-tx-" -Q ) On 0(" 2-7 . .Zy before me, (f v- cr!. 0P4..4,-o7b fl���i < < Date n / ere Insert Name and Title of the Officer personally appeared 90 /�-a i TIC 'L`i I1 S6a-4 -0-- Name(s)&Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CINDY OKAMOTO Notary Public -California •F Orange County i _ ,,i Commission B 2171175 Signature M Comm. Ez ires Nov 7,2020 Slg tune of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document n' L Title or Type of Document: ,-t,,td,�r�.Ll i y., o, 4()cum%'!nnt Datb: Number of Pages: Signer(s) Other TThan Nam Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Tttle(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑Ge al ner — ❑ Limited ❑General ❑ Individual El Attorney in Fact ❑ Inch 1 —Attomey in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing. r. :e:cx:cx:c;cze:crc,�c�r.�c. ©2014 National Notary Association • www.Nationa]Notary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT"E" SCHEDULE OF COMPENSATION The following is amended to Exhibit "E; Schedule of Compensation: Phase 3 -Construction Administration Services NO.OF PROJECT CA00 CONSTRUCTION AMENDMENTS ORIGINAL AMENO111MI AMENDPIENT2 AMENOMENT4 TOTAL MANAGEMENTANO CONTRACT SHEETS ENGINEER TECHNICIAN INSPECTION TOTAL _ *144 perhpu' ST65 per hour 5140 perheur TOTAL TOTAL TOTAL TOTAL _ TASK DESCRIPTION Shrs Hours 0 i ! Homs i S -S S Jr 71 _ PHASE 192—ORIGINAL CONTRACT 5247,521 $247,521 _ AMENDMENTS ' PHASE 3—CONSTRUCTION ADI.WIISTRATIOII SERVICES 3.1 Pre40onslmctiun Neetln Ahendance s0 s0 s0 0 $0 $ 550 $0 $2550 _ 3.2 Sho Orawin Revlew 4 5576 $0 50 4 $576 S16668 so $17244 _ 3.3 Res and to Recruesis for information 4 $576 $0 s0 4 $576 S13228 s0 $13804 _ Construction,VanagemenL Administration, _ 3.4 andlns ection s0 $0 240 $33,600 240 53360D S159088 $5325D $245938 _ _ 3.5 IQuartvAssurance Plan s0 s0 s0 0 so 512088 s0 51 088 _ _ 3.6 Miscellaneous Construction Support 18 5 592 $0 50 18 5 592 $65508 50 $68100 _ 3.7 Final Record Orawings 6 5864 16 $1530 $0 26 $ 394 $608 $0 53002 _ PHASES—SUBTOTAL 32 54608 18 51,530 240 533.600 290 539738 52SS,. $53,250 S362,725 _ PHASE 4—Replacement of Video Detection Cameos PHASE 4—Furnish and Install Hens Color CameraAssemtily-Model CAM-RZ4A-WOR Imager,115VAC,NTSCwl EDCO 4.1 RIICX1.05-k4deo Coax Suppresslon(Connectorless TertNna6an) so So S42,2D4 I S42,204 _ RelmEursa5le ensas $0 $7000 50 S6 28 $13.428 _AMENDMENT TOTAL $39,T38 $276.7 88 $95,454 S8 28 $418,358 _ _ORIGIIALCONTRACTTOTAL S247,521 S247,521 _ NEW GRANOTOTAL $665,8719.15 i , Original Contract Amount: $ 247,521 Amendment 1 Increase $ 276,738 Amendment 2 Increase $ 95,454 Amendment 3 Increase $ 39,738 Previous Grand Total $ 659,451 Amendment 4 Increase $ 6,428.15 Grand Total of Contract $665,879.15 END OF EXHIBIT "E" ACTION UPDATE CITY COUNCIL MEETING 04/18/2018 H. ACCEPTANCE OF THE TRAFFIC MANAGEMENT CENTER AND CITYWIDE TRAFFIC SIGNAL INTERCONNECT/ SYNCHRONIZATION PROJECT, AND APPROVAL OF AMENDMENT NO. 4 IN THE AMOUNT OF $6,428.15 TO PROFESSIONAL SERVICES AGREEMENT NO. A5985 WITH MICHAEL BAKER INTERNATIONAL, INC. FOR EQUIPMENT PURCHASED FOR REPAIRS OF DAMAGED SIGNAL EQUIPMENT DUE TO VEHICULAR TRAFFIC INCIDENT RELATED TO THE PROJECT, FEDERAL AID PROJECT NO. CML-5282(031), CP 08-04: MOTION BY COUNCILMEMBER KORS, SECOND BY COUNCILMEMBER MIDDLETON, CARRIED 5-0, to: 1. Accept the public works improvements identified as the Traffic Management Center and Citywide Traffic Signal Interconnect/Synchronization, Federal-Aid Project No. CML-5282 (031), CP 08-04, as completed in accordance with the plans and specifications. 2. Approve Amendment No. 4 in the amount of $6,428.15 to Professional Services Agreement No. A5985 with Michael Baker International, Inc. for purchase of traffic signal equipment damaged due to vehicular traffic incident within the project limits, increasing the total contract amount to $665,879.15 for the Traffic Management Center and Citywide Traffic Signal Interconnect/Synchronization Project, CP 08-04. 3. Authorize the City Engineer to execute and file for recordation with the Riverside County Recorder a Notice of Completion for the Traffic Management Center and Citywide Traffic Signal Interconnect/Synchronization Project, CP 08-04. I. ADOPT A RESOLUTION IDENTIFYING THE PROJECTS TO BE FUNDED BY SENATE BILL 1 (SB 1): THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017, FOR FISCAL YEAR 2018-19: MOTION BY COUNCILMEMBER MIDDLETON, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to adopt Resolution No. 24400 entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, IDENTIFYING THE PROJECT(S) TO BE FUNDED BY SENATE BILL 1 (SB 1), THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017." J. NATIONAL WILDLIFE FEDERATION'S MONARCH PLEDGE: MOTION BY COUNCILMEMBER KORS, SECOND BY COUNCILMEMBER MIDDLETON, CARRIED 5-0, to authorize the Mayor of Palm Springs, or designee, to take the "Mayors' Monarch Pledge." K. APPROVE THE SUBMITTAL OF THE NOMINATION OF THE PALM SPRINGS INTERNATIONAL AIRPORT TERMINAL BUILDING TO THE NATIONAL REGISTER OF HISTORIC PLACES: Cindy Berardi From: Cindy Berardi Sent: Wednesday, June 20, 2018 10:31 AM To: Vonda Teed Subject: A5985 Michael Baker Int'I Do you have updated insurance for them? In processing Amendment No. 4 1 noticed the insurance we have on file expired in 2016.Thank you. Cynthia A. Berardi, CIVIC Chief Deputy City Clerk City of Palm Springs P. O. Box 2743 Palm Springs, CA 92263 (760) 323-8204 o M1 WrJvy' 5 r.wu VA �� Se�kr�► a t'I . t n o rrz" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RICx7iTS UFON THE CERTIFICATE HOLDER THIS 2=3 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, OCTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER4S), AUTHCIRI7,ED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER ,l 1;if eM:cernficate naceer is an the Pr tes must ryaveADOI 1IONAL InSuFaiti promion;or be e SUBROGATION IS WAIVED,subject to the items and oond4foiu of the policy,brnatn pplides may require an endorsemtnL.Astatembat on this 42 certificate does not corder rights to dle certificate Folder in lieu of such endorsement4sl. rgococt,e UY,1act Mai Risk Strvf ees Crntral. Inc. f .Ot.E lENi7 t.ee•TT?Z t'u CxaJ) W.-caca O PittatwrOh PA office cNa uo. ur w.t o o iRhin 7~1'. ICnh Floor 25 625 tfbrrtr"o.e — f,itlTburgh et 15227-7110 aS. - 1NIQAlAIII ALrOPDP'O CVyOt10G A:fa11 Flopla nWI*Aa: Yi ImuranCE xyrica Inc 74554 Mid:aei eaAcr Inxernational. Inc hwil,ab. L RI FTY sutuai "to in; co 1i05i 5 x.ttao Cavlre trrive Suite 503 R3utrzn C. 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Xp % :E1r 1n�110,6H p C Yftit?.Y1tS COnI'tYYNI.t'.N.n N+Dtl116Ri TTI W lU/N. a5 :f1:.1 b X OttiitB DIk CM58Yt36'LV9ttiY pOrker5 CQnP- AM by �unuaaa.lwwrolxrswtrrt *ea p$a [:.EscxAC.; a4r 3F,C90,060 I'r+++ahlaeru Np EL C4'r.AEE.Ca EVYLi3YEE 11.0o0,0M W.a xw wer f�++'n Ma'i» nrSPnr.,q ,.-� 5.t Ct:ih1EJ0.JCY ltett 3l.wu,CR%I w� b t AI-R-Prtury PSCE} 2 etl pYy11y20 12 rasj U12011 Per Cla a S5.0mow v PrafeSsicnaf Lfab. and CP Aggr-19 to $5.00a.0C4 SIR appllbx per policy ter h Cardt ions . t-{AUHwn'p OPER.CaYnr tetatY.s�l YttRYEs iACo.�rat.aauW+el Remrn.4fi.a:k.ror m rsl.0[va,Y.c�s s e.Gc1� Re: Cftynlde loterroReect L r,ule.h Traffic Maigerrntt PaF 34 30-107214. In lJowl. City of Pat, springs. Its elflcials, �3 rmlolces ernd agents to a^.dttiomrf insured as rtlP is to canerai and Auto Liability as requird by.mitten rmtract. Prinary arid ubn-Cantriluting coverage 4p7llies to ¢ as required by Aritten Contract. A Aafwr of sehragat Pam is grantrd an the workers �. Crepcnsal ion. Z-i CERTIFICATE HOLDER CANCELLATION +� 1600tD axY uG Tie AbCYE UictRxtti P 010 DE GNLkLLE.D Atria flat EXPFLLTM46 back tH1e_Tb6,NOTM%NLL bEf1 11J D it ACCCP6' NCe VWM 109 rwocYl•ew+sons � city of Pal, soringa hfltKY DAtfttsLltATke 3?w E- Ta.Squit- .Ry Pat.sprirv,5t CA972 VLA c.SYon1 .72"cs$"L7nuaYv �iat5ol.�ss� �. 01998.2015 ACORD CORPORATION.All rights mserved. ACORD 25(20M03) The ACORD rame and"o are registered marks of ACORD Policy Number:AS2-681-0 04145-727 Issued by: Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED -NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form.This endorsement does not alter coverage provided in the Coverage farm. Schedule Name of Person(s) or Organizations(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an"insured"for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the 'bodily injury" or 'property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 ©2010, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICYNUMBER: TB2-681-004145-717 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for `'bodil'y injury'or ti coverage provided to the additional insured is ipropedy_damage" caused,_in whole or in part, by] required by a contract or agreement, the most we your work' at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contractor agreement;or However: 2. Available under the applicable Limits of 1. The insurance afforded to such additional Insurance shown in the Declarations; insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is Limits of Insurance shown in the Declarations. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations with whom you have All locations as required by a written contract or entered into a written contract or agreement,prior to an agreement entered into prior to an"occurrence"or "occurrence"or offense,to provide additional insured offense. status, Information required to complete this Schedule,if not shown above,will be shown in the Declarations. CG 20 37 0413 ©Insurance Services Office,Inc.,2012 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Where required by contract or written agreement prior to loss and allowed by law. Schedule Issued by: Liberty Insurance Corporation For attachment to Policy No WA7-68D-004145-777 Effective Date 8/30/2017 Premium S Issued to: Michael Baker International,LLC WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed.4/1/1984 Policy Number AS2-681-004145-727 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY—UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): Per schedule on file with the Per schedule on file with the company 30 company A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 ©2011 Liberty Mutual Group of Companies.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy Number aS2481-004145-727 Issued by LIBERTY3NICTUALFLREINSUR.-IYCECO.1MAN THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR.CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIOUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY—UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)I Email Andress or mailing address: (lumber Days Notice: Or anizationls : City eI Palm 5pri.=3a 3200 9. Tzbq.its Canea clay. 30 pa3m Eprf g. CA 922L2 A_ If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shovm in the Schedule above. We will send notice to the email or mailing address fisted above at least 10 days,or the number of days listed above,i1 any,before the cancellation becomes ePecrv-e. In no event does the notice to the third party exceed the notice to the first named insured- B. This advance notification of a pending cancellation of coverage Is Intended as a courtesy only. Our failure to provide such advance notification will riot extend the policy canceilalion date nor negate cancellation of the policy_ Ali other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 �D 2011 Liberty Mutual Group of Companies.All rights reserved_ Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below by email as soon as practical after notifying the first Named Insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Name of Other Person(s)/Organization(s): Email Address: City of PalmSprings 3200 E.Tah juitz Canyon Way, Palm Springs CA 9226 All other terms and conditions of this policy remain unchanged. Issued by:Liberty Insurance Corporation For attachment to Policy No. WA7-68D-004145-777 Effective Date 8/3 012 0 1 7 Premium$ Issued to: Michael Baker International,LLC WIN 9017 09 10 ©2010 Liberty Mutual Group of Companies Page 1 of 1 Ed. 09/01/2010 All Rights Reserved AMENDMENT NO. 3 TO AGREEMENT NO. 5985 PROFESSIONAL SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES TO THE CITY OF PALM SPRINGS TRAFFIC SIGNAL INTERCONNECT/SYNCHRONIZATION, CITY PROJECT NO. 08-04 FEDERAL PROJECT NO. CML 5282 (031) THIS THIRD AMENDMENT TO Agreement No. 5985 for professional engineering and construction management services, (herein "Amendment') made and entered into on the 11TM day of kA-j , 2016, by and between CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein "City"), and Michael Baker International, INC., (herein "Consultant'), is hereby amended as follows: RECITALS WHEREAS, City and Consultant entered into that Agreement No. 5985 to provide professional engineering and construction management services in the City of Palm Springs ("Agreement'), as dully amended from time to time; WHEREAS, City requests Consultant to provide for design and construction management services for the City-wide upgrade of traffic signal synchronization and install a new Traffic Management Center (TMC) at the Palm Springs City Hall; and WHEREAS, the parties wish to amend the Agreement to extend the contract, to add additional construction management services associated with the TMC and Traffic Signal Synchronization change order work being completed by the Contractor; Section 1. Scope of Services, Exhibit "A", is hereby amended by adding those services identified in the attached Exhibit "A", Scope of Services. Section 2. Section 2.1, Compensation of Consultant, is hereby revised to reflect the total amended contract amount as herein specified by this Amendment No. 3. The Schedule of Compensation, Exhibit "E", is hereby amended and increased by $39,738 to add these additional services: ORIGINAL BID AND/OR AGREEMENT AI MEMENT 9 1 D17GM4L I ANDENENT 1 AMENOIENf 2 TOTAL TOTAL TOTAL TOTAL TOTAL TASK DESCFWI"M Ilo,r.e i f f f i PHASE 192—ORIGINAL CONTRACT $247.521 5247.521 AMENDMENTS PHASE 3—CONSTRUCTION ADMINISTRATION SERVICES 3.1 Pre-Construclion Meelina Attendance 0 so $2550 $0 $2550 3.2 Shop Dtamno Remew 4 $576 $18668 s0 $17244 3.3 Respond to Requests for lydomretion 4 576 $13228 13804 Construction,Management Administrabon, 3.4 and Inspection 240 $33600 $159086 $53250 $245938 35 Qualifty Assurance Plan 0 so $12098 s0 $12088 3.8 Miscellaneous Construction Support 18 $2592 85508 $0 $68100 3.7 1 IFinal Record Drawings 24 52 394 5808 $0 $3 002 PHASE 3—SUBTOTAL 290 $39,738 $269,738 $53 $362,726 PHASE 4—Replacement of Video Detection Cameras PHASE 4—Fumish and Install liens Color Camera Assembly-Model CAM-RZ4A-WDR Imager.115VAC.NTSC wl EDCO RMCX1 05-Video Coax Suppression 4.1 (Conneclorless Termination) $0 s0 $42 $42 04 Reimbursable Expenses $0 $7.000 $0 $7,000 AMENDMENT TOTAL $39738 $276,738 $95 54 $411,930 ORIGINAL CONTRACT TOTAL 1$247,5211 $247 21 IN:WWUNDTOTAL $659 51 Total maximum contract amount: $659,451 Section 3. Time for Completion, Consultant shall provide the services provided herein by this Amendment as directed by City. Section 3.0 "Schedule of Performance" is hereby revised to reflect the term until April 28, 2016 or after which the project is closed out and accepted by the City and Caltrans as per the attached "Exhibit F" Section 4. Full force and effect: Except as otherwise previously modified herein, all other provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed and entered into the Amendment as of the date first written below. ATTEST: CITY OF PALM SPRINGS, a California charter city and municipal corporation James Thompson David ady City Clerk 1 p�� City Manager APPROVED AS TO FORM: APPROVED BY CITY COUNCIL By: � -- o w a� any Douglas Holland City t; b� T' Cy CONSULTANT NAME: By: Michael Baker International Inc. 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 By: I a By: ature(notarized) gSign ur (nott wed) Name: 19k1uEnE(_ be-oz. Name: �'T� Cl (,}�L t jam( hr9 Title: V Lc9- �2hSr DtEN? Title: �A�s i s j efbap CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of 0 P,Ar3 C t ) On kf(�-V_ 1 '4 ) a016 before me, Phillip Masto, Notary Public, personally appeared Ctl c lne e� r v z Gr, YY1 I �/) rno,Y-\ who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s}u/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/4ef/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws PHILLIP MASTO of the State of California that the foregoing commission •1996426 paragraph is true and correct. og Notary Public-California Orange County � My Comm.E r- -- 11.2016 WITNESS my hand and official seal. Signature Signs re of Notary Public Place Notary Seal Above OPTIONAL INFORMATION Type/Title of Document Document Date Other document information California All-Purpose Acknowledgment 02015 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: Michael Baker International (Consultant) is submitting this Extra Work Request for additional efforts required to complete the construction phase of the project. The Contractor has submitted a change order that will add 36 days to the construction schedule for additional work that the City has requested. Amendment 2 requested an additional 19 days for construction management. This amendment requests the amount needed for an additional 21 days to correlate with the completion date and provided additional time for project closeout of the contractor. The Contractor requires extra time to complete the project because the existing copper Signal Interconnect Cable (SIC) does not have continuity at five (5)segments. The following segments require new SIC. 1. N. Palm Canyon from Tachevah to Tamarisk 2. S. Palm Canyon from Sunny Dunes to Mesquite 3. S. Palm Canyon from Morongo to E. Palm Canyon 4. Tahquitz Canyon from Caballeros to El Segundo 5. Tahquitz Canyon from Sunset to Sunrise Way During the design phase existing Copper SIC was tested in design by Siemens, and found to have sufficient continuity. The contract plans and specifications state that the Contractor is responsible for testing the Existing Copper interconnect to ensure the copper was not damaged since the test that occurred during the design phase. The contractor tested the Copper SIC and found five (5) segments that to have no continuity. The existing SIC will be replaced with same conductor cable and terminated. A report generated by the contractor describing the results of the continuity test is provided in the Contractor Change order. Michael Baker International Staff will be required to continue construction management and inspection activities through the completion of the project. In addition, Consultant will continue to provide construction support activities for the additional work. In general, the scope of extra work is described as follows: Task 5 Shop Drawing Review The Consultant Team will review shop drawing submittals for conformance to design for the additional work to be completed by the Contractor. The fee is based upon one review of each submittal and one back-check of resubmittals. Additional shop drawings will be reviewed for equipment and materials associated with the following additional work to be performed by the Contractor: • Install New SIC along Tahquitz Canyon Drive and Palm Canyon Drive. Task 6 Respond to Requests for Information The Consultant Team will continue to provide responses to the Contractor's requests for information regarding the additional work to be completed by the Contractor. This task includes conferring with the City's Resident Engineer regarding the RFI(s) as appropriate. Regularly scheduled construction observation is specifically excluded from this task. Task 7 Construction Management, Administration and Inspection The Consultant Team will continue all efforts regarding Construction, Administration, and Inspection defined under Amendment 1 and Amendment 2 - Task 7 for the additional 42 days that have been requested by the Contractor. There are several regulatory guidelines that apply to this project including; California Labor Code; Code of Federal Regulations, Title 29, Part 5 (29 CFR Part 5); regulations of the Federal Highway Administration (FHWA); the California Code of Regulations; and the United States Department of Labor. The efforts that will continued to be provided as a part of this amendment include the following: • Provide appropriate labor compliance information and advice for the Contractor's project personnel. • Resolve discrepancies between wage rates/classifications and certified payrolls. • Provide required process information for complaints and referenced Section 8-2, "Equal Employment Opportunity," of the Caltrans Local Assistance Procedures Manual. • Review and confirm all Contractor certified payroll records according to current labor compliance program policy. • Verify the accuracy of payrolls and assist the Contractor in correcting and complying with wage underpayment, discrepant and inadequate payroll Information, substantiation of wages, and fringe benefits paid. • 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. • If change orders are accepted by the City, prepare change orders for signature and authorization by the City. • 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. Extended working schedule: The contract specifications specify that the project must be complete after 160 working days. Working days are defined in the contract specifications as any day except Fridays, Saturdays, and Sundays, designated holidays, and days in which inclement weather prevents work. Per the special provisions, the project should be complete on February 11`h, 2016. Thirty-six (36) working days has been added per the Contract Change Order No. 1 extending this date to April 14, 2016. Task 9 Miscellaneous Construction Support The Consultant Team will continue to assist the City of Palm Springs with miscellaneous requests including evaluating non-functioning traffic signal equipment, traffic signal operations, sig nage/stri ping needs, and other miscellaneous related items to ensure the City maintains a functioning citywide traffic signal system and signal communication system. If necessary, the Consultant Team will provide the City with equipment upgrade recommendations related to the additional work for the additional copper SIC along Tahquitz Canyon Way and Palm Canyon Drive. Task 10 Final Record Drawings The Consultant will furnish the City a complete set of revised original electronic design files and drawings showing as-built conditions that reflect the additional work for the additional copper SIC along Tahquitz Canyon Way and Palm Canyon Drive. Revisions will be solely based on as-built information provided by the Contractor and the City's Resident Engineer. Consultant assumes no responsibility for the accuracy of the information provided by the Contractor or resident engineer. END OF EXHIBIT"A" EXHIBIT "E" SCHEDULE OF COMPENSATION The following is amended to Exhibit "E; Schedule of Compensation: Phase 3 - Construction Administration Services NO.OF inniZim CLOD COID7rt1CTtON A14ENDNM t AMENDMENT 1 TOTAL MANAIRW WNT AINt SHEETS ENGINEER TECHNICIAN NYSPEcim TOTAL AHENDI EW 2 t144 P.hour 885 Nr ht SMO pn hors 70TAL TA-W nFSr:RPTnN Alr. Hrr- t t 1 H . i t t PHASE 3—CONSTRICTION ADYI ISTNATION SERVICES 3.1 Pre-Cona4uction Meefn Attendant° $0 0 $0 0 $0 $2,550 S2.55C i7 qhnn nrawin Ravinw 4 W6 Sn Sn 4 $A7A S'6 fifiR $179" 3.3 1 Reaand to Reue0tl for intwnatlol 4 $576 so so 4 S576 S'3220 S13004 C>nstruNon.Management Adminietrafon, 3.4 andhc eclion so $0 240 $33600 240 33600 2'2339 $24503E 3.7 03a1 AS$LranCe VIM $U SU SU U $U $'2UH8 $12UBE 3.6 Msceilaneous Corstrudion Su poor '8 $2592 s0 $0 18 $2592 $65508 s6610C 3.7 Final Record Dtawn s fi a: 16 51530 SO a LZ 3gd 5608 5300: SUHIWAL 32 S4,W8 18 60$1.530 24N $33, 0 M 1 $39738 $32ZM I $362,72e PHASE 4—Realaceffient of%Ww OetecDdt Cameras PHASE I-Fumich and Iretal Nanc:obr Curare Acsonoll-Mode CAM-RZ4A-WDR Imager,115VAC,N-SC wIEDCO 41 RUG(1.05-\ideo Coat SwOmssion(Connedorless Termindtlan) \ Sol S47,7141 34771M R21mDur5al) Expenses so $7.000 57,00E AMENDMENT TOTAL $30,738 $372,102 5411,03E ORIGINAL CONTRACT TOTAL K47,521 NFWGRANn TOTAI S6WW" Original Contract Amount: $ 247,521 Amendment 1 Increase $ 276,738 Amendment 2 Increase $ 95,454 Previous Grand Total $ 619,713 Amendment 3 Increase $ 39,738 Grand Total of Contract $ 659,451 END OF EXHIBIT"E" EXHIBIT"F" SCHEDULE OF PERFORMANCE The following is added to Exhibit "F'; Schedule of Performance: Phase Three — The Contractor has requested an additional 36 days to the original contract working days of 160 days. Construction Administration Services shall continue for an additional 21 working days for a total contract period of 200 working days thereafter or when the project is closed out and accepted by the City and Caltrans. Original working days: 160 Amendment 2 Added Days 19 Amendment 3 Added Days 21 Total Working Days 200 END OF EXHIBIT "F" FBF CONSULTING A Company April 27, 2016 Mr. Savat Khamphou Senior Civil Engineer City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Dear Mr. Khamphou: Please be advised that the Michael Bakerfamily of companies has undergone an internal restructuring in connection with its "Michael Baker International" rebranding efforts. In connection with such efforts, on July 1, 2015, RBF Consulting, a California corporation ("RBF"), merged with and into Michael Baker International, Inc., a Pennsylvania corporation ("Michael Bake l '). As a result of the merger, the separate legal existence of RBF ceased and Michael Baker continues as the surviving entity underthe name "Michael Baker International, Inc." Michael Baker hereby affirms, agrees, and acknowledges that Michael Baker, by virtue of the Agreement and Plan of Merger filed with the Secretary of State for the State of California on July 1, 2015, has fully assumed and shall perform all duties, obligations, and responsibilities of RBF Consulting pursuant to the terms of its Professional Services Agreement with the City of Palm Springs dated June 22, 2010. Please indicate your acknowledgement of this notice by signing a copy of this letter in the space provided below and returning it by fax or email with the original to follow by mail, to: Michael Baker International, Inc. Attention: Legal Department 500 Grant Street Pittsburgh, PA 15219 Fax: 412-918-4001 Attention: Legal Department Email: LegalReview(a)mbakerintl.com In addition, please copy me via email at Michael.Bruz cDmbakerintl.com. ORIGINAL By signing below, (a) you acknowledge the assumption of the Agreement by Michael Baker, and confirm that no other documentation is required under the Agreement in connection therewith, (b) you waive any requirement under the Agreement for such further documentation, (c) you waive any right you may have to terminate the Agreement as a result of the merger, (d) you acknowledge that you have not previously transferred, assigned or pledged your rights or obligations under the Agreement to any other person or entity, and (e) you acknowledge that the Agreement is in full force and effect and that neither party is currently in breach of any of its obligations under the Agreement. If you have any questions, please feel free to contact me at (949) 855-3640. Sincerely, RBF Consulting I Mi ael Vice President "CITY" City of Palm Springs Date: 7B;-: f David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By: Dougl s C. Holland, ames Thom n,pso City Attorney City Clerk APPROVED BY CITY MANAGER MW W. .o, W IAA lob 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"Al - 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 i 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 B �t r City Manager APPROVE S TO FORM: APPROVED 6Y CITY COUNCIL By �� �•�� �L �'7��GJ 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 orr Chief Financial Officer Name: Name: Title: Title: ; - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ORANGE ) On NoVf_yn Q( 10 rv, k 15 before me, �f Ot 3 t�ev's7 f Aw'z , personally appeared who proved to me on the basis of satisfactory evidence to be the person4 whose name(:!) is/ace subscribed to the within instrument and acknowledged to me that he/ehelthey executed the same in his/Aef/their authorized capacityBog), and that by his/herflheir:signature.U) on the instrument the person(, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws PHILLIP MASTO of the State of California that the foregoing Commission#! 1991426 paragraph is true and correct. a Notary Public-California z orange County Comm.Ezire8 Dec 11,2018 my WITNESS hand and official seal. M Signature o "V Signatur f Notary Public Place Notary Seal Above OPTIONAL INFORMATION Type/Title of Document Amendment 2-City of Palm Springs Document Date Other document information Amendment 2 for Professional Services Agreement No. 5985 California All-Purpose Acknowledgment 02015 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 5 n-tee ) `` `+ On�0`lf ( �t aD15 before me, \y'V6.M• �-&Xo 1 1 &x% -� �1L A� {� (insert name and title of the icer) personally appeared \"�a'l� 'k1Ds , who proved to me on the basis of satisfactory evidence to be the person($')whose namejA is/aFe subscribed to the within instrument and acknowledged to me that he/*hGAraey executed the same in his/keF/t#aeir authorized capacity6e64, and that by his/4&A4Heir signature,(.9) on the instrument the person(,a'), or the entity upon behalf of which the personA acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. NEVA M.COBLAN WITNESS m hand and official seal. a Co ,roissi .02'017065 y NOTARY PUBLIC-CALIFORNIAm SAN DIEGO COUNTY 4?Commisr;ionExpmMaMh31,2017 Signatur `� (Seal) 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). • 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 COS 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. • 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: 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" EXHIBIT "E" SCHEDULE OF COMPENSATION Delete the third sentence of the first paragraph of Agreement No. 5985 signed June 22id 2010 "Li sli payments shall he made to GeRtFai based UPOR GGFriplet'i li taisks, i pFG rata paFtionr thArRof noted below, to a maximuFA e of The following is amended to Exhibit "E' Schedule of Compensation: Phase 3 - Construction Administration Services Phase 4- Replacement of Video Detection Cameras SUSCONSULTANT HEPTAGON SEVEN VENDOR ADDENOW 2 ADDENDUM 1 NEW CONSTRUCTION I CONSTRUCTION Clenpl ROQi TOTAL TOTAL MUSE WWASE4 MANAGER INSPECTION ITERIS LADED DETECTION TOTAL $1 SD perhour $150 peri SW perhour TASK DESCRIPTION Hours S Hi I S hours I $ Qty I Untt Pam I Tax Hours $ S S PHASE 3—CONSTRUCTION ADMINISTRATION SERVICES 3.1 Pre-Construction Meeting Attendance $0 so $0 \ 0 $0 $2,550 $2,550 3.2 1 Shop Drawing Review $0 SO $0 0 $0 116,668 $15,668 3.3 Respond to Requests.for information $0 So $0 0 $0 $13,220 $13,228 3.4 Construction,Management,Administrator, and Inspection 120 S18,000 170 $25,500 150 $9,750 440 S53,250 $159.01 $212,338 3.5 Quality Assurance Plan $0 so $0 0 $0 $12,088 $12,088 3.6 Miscellaneous Construction Support $0 So $0 0 $0 $65,508 $65,508 3.7 Final Record Drawings $o So $D 0 $0 $608 $6W SUBTOTAL 1 120 S78,000 1 170 $26,600 1 150 $9,760 440 $63,250 $269,738 $322,988 PHASE 4—Replacement of video Detection Cameras PHASE 4—Furnish and Instal Iteris Color Camera Assembly-Model CAM-RZ4A-WDR Imager, 115VAC, Ni w! 4.1 EDCO RIACXLO5-Video Coax Suppression(Connectorless Terminalion) 49 $798 $3,126 S42204 $0 $42204 Reimbursable Expenses $0 $7,000 $7,000 TOTAL S96,46111 $276,739 $372,192 Phase 3 Increase: $53,250 Phase 4 Total: $42,204 Previous Grand Total $524,259 Grand Total of Contract $619,713 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" EXHIBIT "G" VIDEO DETECTION CAMERA QUOTE Refer to the attached documentation from RodeFX. END OF EXHIBIT "G" EXHIBIT "G" - VIDEO DETECTION CAMERA QUOTE I/] r l h(�" Iteris,Inc. Michael Girardot EQUIPMENT QUOTATION 1700 Carnegie Avenue RodefX Quote#00002202 Suite 100 Phone: Santa Ana,CA 92705-5551 Email: rodefx@verizon.net June 3, 2015 Contractor Agency: Palm Springs,City of Delivery Term: FOB Shipping 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 rsorders@iteris.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 Product Name I Product Description City Unit Price Discount% Ext.Price CAM-RZ4A-WOR Iteris Vantage Color Camera Assembly-Model CAM-RZ4A-WDR Imager,115VAC,NTSC w/EDCO RMCX1.05-Video 49 $1,595.00 50 $391 Coax Suppression(Connectorless Termination) $39,077.50 Camera Installation Product Name I Product Description City Unit Price Discount% Ext.Price Camera Installation Camera Installation 49 $0.00 $0.00 $0.00 Important Notes: SUBTOTAL $39,077.50 Installation of cameras does not include installation of cabling for cameras. The installation assumes existing cabling will be used for the new cameras. This quotation and any resulting order are subject to Iteris'Roadway Sensor Products Standard Terms and Conditions of Sale attached hereto or available at http://www.iteris,com/Rl-_Std-_TC.pdf, which are incorporated herein by this reference. FREIGHT TAX $3,126.20 Rc defX 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 or less.Quotations that exceed$80,000 in total price must be approved by an Authorized Iteris Signature. TOTAL: $42,203.70 Authorized Iteris Signature Date Michael Girardot,Rodel Iteris,Inc. Confidential June 3,2015 Page 1cf 1 Iteris Roadway Sensor Products ITE Standard Terms and Conditions of Sale 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 Iteris Hardware Products: Unless otherwise specified in writing by an be deemed an acceptance of any modificationntto any representative of Iteris. Iteris' acceptance ofPurchaser'syto emt or condition Order shall not 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 Shipment. FCA (Free Carrier re named point, s o liar s( SD or or in modification or repair of the Product not conducted in conformity with jurisdictions that have not adopted Ineoterrns®,FOB at the shipping point Iteris' approved procedures; (ii)a Product fails as the result, in whole or of Iteris,Inc. Title to goods sold hereunder(individually,a"Product"and d part, of improper o insufficient part maintenance; err s a Product is collectively, "Products) shall pass to the Purchaser upon delivery of damaged due to, n whole , in part, electrical power surge, lightning Products to the carrier. Iteris, however, retains a security interest and a strike, accident, negligence, improper storage, incorrect installation, vendor's lien against the Products until payment in full is received. incorrectoperation,unusual deterioration due physical environments in excess o Purchaser agrees to perfect and maintain such security interest for Iteris. e of limits set forth in Product manuals,orr any other type of abuse or In the absence of specific written instructions that Iteris has accepted, misuse; or(iv)the removal of serial numbers, or the removal, mutilation 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 most request a Return method for shipment.Although Iteris may transact for carriage,all freight charges and insurance premiums will be for the account of Purchaser. Material Authorization )before the Limited Warranty terminates Upon delivery to the carrier,Purchaser assumes all risk of loss.Any such e expires. Provided that t the he Limited Warranty has not terminated or x loss shall not relieve Purchaser of its obligation to pay Iteris in full for expired, hens shall issue the RMA and Purchaser shall have the right to 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 3045 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 reserve's 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 the 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 parry 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 terns 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(1%)per month,or the maximum A, .us 2013 I41 ftms Rw"iy Smarr NW—S=i dT--d Cm&— Iteris Roadway Sensor Products ITERIS Standard Terms and Conditions of Sale -90V�-- 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 8. 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 11. 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) Purchaser's or its transshipment, rc-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) No modification of a quotation or a resulting order shall be binding intellectual property, (ii) rescinding the purchase of the Iteris Product, or (iii) modifying or replacing the alleged infringing Product with non- unless in writing signed by an authorized representative of Iteris. infringing Product. The foregoing Indemnity shall not extend to claims b) No waiver by either patty 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 Iteris to Purchaser, has caused personal injury or damage to property of embedded therein. others, Purchaser shall immediately,but in no circumstances in less than e) All quotations and any resulting order shall be construed, interpreted and governed by the laws of the Stale 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 term of a contract resulting from a persons caused by or in connection with the products,acts or omissions of quotation, then, at the option of Iteris communicated to the Purchaser in Purchaser and its agents and employees, and from and against all claims, Ming 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 attomeys'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. If 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 Procedures of JAMS, a national alternative dispute resolution service u (www.jamsadncom) and shall be conducted in the English language, in END OF EXHIBIT n G Augur,lull ]off I,ms FaaJwaYSmsw RWuns SwJrd'Iumv uW[wdnion AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 5985 WITH RBF CONSULTING 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 Five Hundred Twenty-Four Thousand Two Hundred Fifty-Nine Dollars ($524,259). SCOPE OF SERVICES (Exhibit "A") — Exhibit "A" is amended as follows: Add "Phase 3 —Construction Administration Services." See the attached sheets. SCHEDULE OF COMPENSATION (Exhibit "E")— Exhibit "F amended as follows: Add Phase 3 — Construction Administration Services, as identified on the attached Exhibit "E". SCHEDULE OF PERFORMANCE (Exhibit"F") — Exhibit "F" is amended as follows: Add Phase 3 —Construction Administration Services, as identified on the attached Exhibit "F". 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 $ 0 Amount of This Increase $ 276,738 Amended Total: $ 524,259 Account Number: 134-4498-50272 SIGNATURES ON LAST PAGE EXHIBIT "A" SCOPE OF SERVICES Add "Phase Three— "Construction Administration Services", as follows: Task 4 Pre-Construction Meeting Attendance The Consultant Team will attend the pre-construction meeting at the City of Palm Springs. For budgetary purposes it is assumed that the project manager, construction manager and construction inspector will attend this meeting. Product ✓ Pre-Construction Meeting Attendance Task 5 Shop Drawings Review The Consultant Team will review shop drawing submittals for conformance to the intent of the design. The fee is based upon one review of each submittal and one back-check of resubmittals. Incomplete submittals will not be accepted for initial review. Incomplete submittals will not be accepted for initial reviews. o Traffic Signal Equipment i Communication Systems b Traffic Management Center Product ✓ Shop Drawing Reviews Task 6 Respond to Requests for Information The Consultant Team will provide response to contractor's requests for information (RFI) about the plans and specifications forwarded to Consultant by the City. This task includes conferring with the City's Resident Engineer regarding the RFI as appropriate. Regularly scheduled construction observation is specifically excluded from this task. Product ✓ Respond to Request for Information Task 7 Construction Management, Administration, and Inspection The Consultant Team shall perform comprehensive Construction Management, Administration and Inspection Services and report directly to the City of Palm Springs Staff during the pre-construction, construction, and close-out phases of the work as required to insure the Contractor's work is being performed in accordance with the requirements of the contract documents and endeavor to guard the City against defects and deficiencies in the work, including the following: s Review contract documents and coordinate permit requirements F Schedule and attend a field walk with the construction Inspector, Project Design Engineer, City and Caltrans representatives i Provide a pre-construction agenda for review and comment. Schedule a pre-construction meeting and notify attendees and prepare pre-construction meeting notes Provide coordination of project activities and prepare reports and documents, as necessary, for City's review and action Process all shop drawings, project date, sample, and other submittals Exhibit A— Scope of Services Page 1 of 4 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 Monitor Contractor and Subcontractor certified payrolls o 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 Monitor all inspection activities i Coordinate submittal review with the Consultant Project Manager r Coordinate with utility companies including SCE for electrical service point(s) r Coordinate with the Construction Inspector, Surveyor, Materials/SoilsTesting r 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. r Validate that work of the Integrator/Contractor meets the design criteria of the Project r 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 Coordinate and schedule construction inspection activities r Coordinate and schedule construction surveying 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 r 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 If change orders are accepted by the City, prepare change orders for signature and authorization by the City o Maintain a log of change requests Exhibit A— Scope of Services Page 2 of 4 Review pay requests and provide recommendation for contractor payments o Monitor and enforce construction noticing requirements w 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 r Monitor the Contractor's PM-10 Fugitive dust control plan and ensure the Contractor is using approved haul routes and that they are kept clean r 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 o Maintain a photographic history of the project. Photos shall also be taken of the following: Existing conditions prior to construction; and disputed work items; and Work that has to be duplicated, replaced or removed; and Complete work; and Extra Work r 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 i Maintain copies of all permits needed to construct the project and enforce special requirements of each o The Construction Administrator shall coordinate final inspections with inspector Notify the City when the project, or a designated portion thereof, is substantially complete Prepare for district a summary of the status of the work of Contractor, listing changes in the previously issued certificates of substantial completion of the work, and recommending the times within which Contractor shall complete uncompleted items on their certificate of substantial completion of the work 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 As indicated in Technical Specifications, it is anticipated that the construction period will be one-hundred sixty (160) days or thirty-two (32) weeks. For budgetary purposes, it is anticipated that our Construction Manager and Inspector will be working approximately twenty (20) hours per week for thirty-two (32)weeks. Product ✓ Construction Management, Administration, and Inspection Exhibit A— Scope of Services Page 3 of 4 Task 8 Quality Assurance Plan The Consultant Team will prepare a Quality Assurance Plan (QAP) for the proposed improvements as defined in the project bid package. The QAP will include all the equipment installation, testing, and commissioning requirements, and all necessary items to ensure compliance with the construction contract and federal requirements. Product ✓ Quality Assurance Plan Task 9 Miscellaneous Construction Support The Consultant Team will assist the City of Palm Springs with miscellaneous requests including evaluating non-functioning traffic signal equipment, traffic signal operations, signage/striping needs, and other miscellaneous related items to ensure the City maintains a functioning citywide traffic signal system and signal communication system. If necessary, the Consultant Team will provide the City with equipment upgrade recommendations. Product ✓ Miscellaneous Construction Support Task 10 Final Record Drawings Following the completion and acceptance of the project, furnish the City a complete set of revised original electronic design files and drawings showing as-built conditions. Revisions will be solely based on as-built information provided by the Contractor and the City's Resident Engineer. Consultant assumes no responsibility for the accuracy of the information provided by the Resident Engineer. While the Contractor is responsible for maintaining field as-built plans, Consultant shall keep records of changes based solely on information provided by Consultant in response to RFI's and/or additional drawings prepared at the City's request. These marked up plans will form the basis for the development of the Final Record Drawings. Consultant assumes no responsibility for the accuracy of the information provided by the Contractor. Product ✓ Final Record Drawings Mileage, Reproduction Services, Computer Services and Other Expenses Consultant shall provide all mileage, reproduction services, computer expenses and other related expenses for the project. This includes all reprographics and photocopying for submittals, all photocopying for progress plots, quality control check plots, and in-house reproductions. END OF EXHIBIT "A" Exhibit A— Scope of Services Page 4 of 4 EXHIBIT "E" SCHEDULE OF COMPENSATION The following is added to Exhibit "C, Schedule of Compensation: PHASE 3— CONSTRUCTION ADMINISTRATION SERVICES The following budgeted hours are based on a project schedule of 160 working days. SUECoNSULTANT NE►TAOON SVEN CONSTRUCTION CONSTRUCTION CLERICAL NANAOSR INSPECTION $,I par hour 5130 Per hour 555 gr0ar Han f Hours 3 NGrs i 1 PwCon tri0on Mndn0 A8alldinm E 31.350 30 M 4 $an 4 E500 EO 'a ffi.550 2 SF. Dra.rq Raobw 12 52700 48 S7296 46 36,372 s0 30 $0 108 $1E,663 3 RaaPand m RMLaab for lrfornlarNl 12 32700 40 $6.080 32 $4.448 30 SO EO 84 $13.228 4 Censbusler,M.,a wn.nt M .fta8en,aM ins Nbn 144 M400 64 S9,728 S3 372 WAN 360 $57,030 64 S4.160 1024 S1E9,088 5 Ou1117 AssLrhY.Plan 24 WAN d4 56.688 80 SD � W 68 'ii OBd 6 NIWr PI ConI4n Support 132 700 80 S121E0 321 S4,448 1 64 9.a00 so 372 9EE.SOd ] INI Rr_ord Ra,.irgs 30 50 d 3008 30 1 41 E608 SurrOTALI 1 301 330 $74,250 200 $42560 1 1121 1115.568 1 4401 S86.000 1 448 $67,2001 64 64,160 1874 i280,798 ReIrri: woe 57,000 TOTAL I I "I =1 574,250 1 2NI 142,500 1 1121 415,508 1 W1 588,A00 I 448J 587,200 1 "1 64,100 1,074 3170.736 Phase 3 Subtotal: $276,738 Grand Total of Contract $524,259 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 begin after Council approval of the amended contract and the issuance of a Notice to Proceed for a period of 160 working days thereafter or when the project is closed out and accepted by Caltrans. END OF EXHIBIT "F" Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 5985 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city City Clerk Bvii City Manager APPROVE TO FORM: APPROVED P CCIT(COUNCIL By. ity Attorney CONSULT NT: RBF Consulting 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:,S By: Notarized Signature of Chairman of o Notarized Signature Secre st Secretary, ttPres/i�den)t or anyy�Vice le*, l Treasurer,Asst treasurer or f�nancial Officer Name: J. 1`-0Lai L le*,L06d-k Name: H. James McKnight Title: , 2 Title: EVP, CLO & Corporate Secretary On this 28th day of January, 2015, appeared before me H. James McKnight, to me personally known, and executed the foregoing document under oath as his free act and deed. Notary Public. OMMONWEALTH OF PENNSYLVANIA Notarial Seal Patricia A. Smith,Notary Public My Commission expires 7/11/2017 Won Twp„AlfthenyCounty Ny Wmmisslon Fxpres July 11,2017 vaan�ssov,�tp CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of O0 a ul q _P _ ) OnT�mj 114i .Yo/T before me, �' •Kd� Obiu_ Ko7"ov No7a.i-ti p. (if,L Date Here Insert Name and Title of the Officer personally appeared S (2 o /o� r-T Ira-It e_ w h a,itc 6� Name(s) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s)-whose name$) C9sDare subscribed to the within instrument and acknowledged to me thaQ?.6s+ietNtey executed the same in (E err" authorized capacity(iesr and that bye bec4e ignature(s)-on the instrument the person,(s},— or the entity upon behalf of which the personK-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ._.-, "'Lly UKAMOfO Commission•2006352 Notary Public- California s Signature Orange County M .Comm. Expires Feb 3, zof 7+ Signal of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Slr:l Ct �, o F Qwlu� SDf-•� Title or Type of Document:AoA"wA&4t.T / Ta A Document Date Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer - Title(s): orporate Officer - Title(s): ❑ Partner - ❑ Limited El General ❑ Part - ❑ Limited El General * Individual El Attorney in Fact ElIr -idua ❑Attorney in Fact Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE & TRAFFIC MANAGEMENT CENTER CITY PROJECT NO. 08-04 FEDERAL AID PROJECT NO. CML 5282 (031) THIS PROFESSIONAL SERVICE._S AGREEM NT (hereinafter "Agreement") is made and entered into, to be effective this day of __ A) , 20Qs2p� by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and RBF Consulting, (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties." RECITALS A. City has determined that there is a need for environmental, traffic engineering design, and construction administration services for the Citywide Traffic Signal Interconnect Upgrade & Traffic Management Center project, City Project No. 08-04, Federal Aid Project No. CML 5252 (031), (hereinafter the "Project"). B. Consultant has submitted to City a proposal to provide environmental, traffic engineering design, and construction administration services to City for the Project pursuant to the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein. D. City desires to retain Consultant to provide such professional services. 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: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work"). As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is experienced in performing the Work and Services contemplated herein and, in light of such status and experience, Consultant covenants that the Work and Services shall be performed in a skillful and competent manner and shall be held to a standard of quality and workmanship prevalent in the industry for such Work and Services and with the standards recognized as being employed by professionals in the same discipline in the State of California. Page 1 of 12 ORQ3I IN!P,;— F!� 0 AND/ fcm;r'�ar 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement and the supplemental "Special Requirements" identified on Exhibit "B"; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), which shall all be referred to collectively hereinafter as the "Contract Documents." The City's Request for Proposals and the Consultant's Proposal, which are both attached hereto as Exhibits "C" and "D," respectively, are hereby incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals, and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposals (Exhibit "C"); (3rd) the terms of this Agreement and the supplemental "Special Requirements" identified on Exhibit "B"; and, (4th) the provisions of the Consultant's Proposal (Exhibit "D"). 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, Page 2 of 18 papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions in Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached hereto as Exhibit "E" and is incorporated herein by reference, but not exceeding the maximum contract amount of Two Hundred Forty-Seven Thousand Five Hundred Twenty-One Dollars, ($247,521.00) (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. The method of compensation shall be as set forth in Exhibit "E." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant hereby acknowledges that it accepts the risk that the services identified in the Scope of Services may be more costly and/or Page 3 of 18 time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation therefore, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified herein. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, consultant shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "E"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance (Exhibit "F"). 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance, which is attached hereto as Exhibit "F" and is incorporated herein by reference. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. Page 4 of 18 3.3 Force Ma'eure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section. 3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "F") and pursuant to Section 3.2 above, unless extended by mutual written agreement of the Parties. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Carlos Ortiz, PE, TE, PTOE, Vice President/Project Manager. It is expressly understood that the experience, knowledge, education, capability, expertise, 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 Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due Page 5 of 18 hereunder, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of 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. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City. 4.4 Independent Contractor. A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall, be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than Page 6 of 18 pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify City for all such financial obligations. S. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to Page 7 of 18 ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability.. Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer_Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute Page 8 of 18 with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantiallvimnairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period),unless the endorsement has first been submitted to the it Hager and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Consultant agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. Page 9 of 18 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive, 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant 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 Consultant'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: Page 10 of 18 1. "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). 2. "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). 3. "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. 4. 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 Consultant's obligation to provide them. 6. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its officers, council members, officials, employees, agents and volunteers and all other public agencies whose approval of the Project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders, and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless, or willful performance of or failure to perform any term, provision, covenant, or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness, or willful misconduct of the City, its officers, council members, officials, employees, or agents. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. Page 11 of 18 The determination whether a Claim "may arise out of, pertain to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate to the negligence, recklessness, or willful misconduct of Consultant to any extent, then City shall reimburse Consultant for the reasonable costs of defending the Indemnified Parties against such Claims, except City shall not reimburse Consultant for attorneys' fees, expert fees, litigation costs, and expenses that were incurred defending Consultant or any parties other than Indemnified Parties against such Claims. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of „Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant Page 12 of 18 may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant'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 Consultant's performance under this Agreement. Consultant 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. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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 Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 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. 8.3 Termination. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to Page 13 of 18 this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.13, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies 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 and the exercise by either Party of one or more of such rights or remedies 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. Page 14 of 18 8.7 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 declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 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, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that it 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. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on Page 15 of 18 account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Citv: City of Palm springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: RBF Consulting Attention: Carlos Ortiz, PE, TE, PTOE 14725 Alton Parkway Irvine, CA 92618-2027 Telephone: (949) 472-3505 Facsimile: (949) 472-8373 Page 16 of 18 10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for herein, 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 hereto. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. (SIGNATURES ON FOLLOWING PAGE) Page 17 of 18 IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA By- ---------------- ----- B ------- City - Clerk City M er 4 ate: ob� ZZ i n----- Date: --- - -`p--------------- By----------------------------- City Engineer Date: --- �---------__-_ -_ APPROVED TO FORM: APPROVED BY CITY COUNCIL: By____-- __k _-_-- Date: -____-- Agreement No. City Attorney Date: ��_. � W o APPROVED BY CITY COUNCIL CONSULTANT .`p (2 Name: RBF CONSULTING Check one:__Individual__Partnership X Corporation Corporations require two notarized signatures: One signature must be from 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. Address: 14725 Alton Parkway Irvine, CA 92618-2027 By:- ---- - ----------------- By:-- ----- -- ---------- Sig ature (notarized) Si nature (notarized) Name: �s _--�� --_ Name:_Av /a-s eT-_Fmst Title: 1/�" Title: Ex c�,-7�i v� VA) Page 18 of 18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of a y-a vt-2 --9 — On ono /� 20 /0 before me, —C.1-11,CC:!) 6V"i-VCC —/-a, Date Here Insert Mime and Title of tIn6 Officer personally appeared �� r I/o S =j � ; d�)o`�9ner(s) who proved to me on the basis of satisfactory evidence to be the personQ whose name(Z),is/®subscribed to the within instrument and acknowledged to me that he/s tW executed the same in bisAief/t to authorized capacity Imo, and that by-bisf ignatureaon the instrument the persons or the entity upon behalf of CROY 0KAMOTo which the person(' acted, executed the instrument. 1827JAP110,111.111111,11,111 Notary Public-Calibrn►a z I certify under PENALTY OF PERJURY under the laws Orange County of the State of California that the foregoing paragraph is My Comm.Expires Jan 15,2013 true and correct. WITNESS mM9211�� al seal. Signature Place Notary Seal Above tary Puhlic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying 01 h document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ✓'o r- S > Jr cc f C'�T Wf 7� � S Document Date: umber of Pages: Signer(s) Other Than Na d Above: Capacity(ies) Claimed by ner(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General _ ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact ❑Attorney in Fact LI Trustee Top of thumb here L.J Trustee Top of thumb here F� Guardian or Conservator uardian or Conservator ❑ Other: ❑O r: Signer Is Representing: Signer Is Re esenting: ®2007 National Notary Association•9350 De Soto Ave.,PO.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Item#5907 Reorder:Call Toll-Free 1-800 876-6827 EXHIBIT "A" SCOPE OF SERVICES General Scope: Evaluate the City of Palm Springs' existing isolated "local" traffic signals and existing interconnected corridors; recommend and design an improved communications system; implement updated traffic signal timing; and specify a central software system: All services shall be provided in compliance with ITS regulations per Caltrans' Local Assistance Program Guidelines, Chapter 12.6 Intelligent Transportation Systems. This project is considered a Minor ITS Project and will follow the traditional Preliminary Engineering procedures. The System Engineering Review Form (SERF) and the Systems Engineering Management Plan (SEMP) will not be subject to Federal Highway Administration review and approval. Phase One — Environmental Approval and Protect Development Services Environmental Approval — Consultant shall coordinate preparation and approval of a combined CEQA/NEPA Environmental Document. The following technical approach shall be completed following standard City, FHWA, and Caltrans District 8 environmental procedures: Task 1.1 — Project Kick-Off and Project Description A work program shall be initiated with an early coordination Environmental Kick-Off Meeting that will define the parameters of the analysis, scheduling and understanding of this project. Based upon concept plan information and supporting data developed under separate engineering tasks, the Consultant shall draft a preliminary project description for review and approval by City and Caltrans District 8 staff. Deliverables: Project Kick-Off and Project Description Task 1.2 — Research and Investigation The Consultant shall evaluate the necessary information with respect to the proposed project. Project research will include coordination with appropriate City departments to acquire relevant environmental data, previous studies for the area and other available files, exhibits, maps and reference documents. Deliverables: Research and Investigation Task 1.3— Preliminary Environmental Study (PES) In accordance with current Caltrans Guidelines, the Consultant shall prepare a PES Form in support of the engineering and design services. The Consultant shall meet with City staff and Caltrans District 8 to define the project description and schedule and to develop a mutual understanding of the issues and impacts of the project. The Consultant shall prepare a draft PES Form using the standard Caltrans form. The draft PES Form will be reviewed amongst the project team including City staff, and revised, if necessary. The PES Form will be submitted to Caltrans for signature and distribution to the Exhibit"A" Page 1 of 16 EXHIBIT "A" SCOPE OF SERVICES project team. Consultant shall attend one field meeting (site visit) as required by Caltrans to discuss possible environmental issues with its staff. Deliverables: Preliminary Environmental Study (PES) Task 1.4— Initial Study / Categorical Exclusion (IS / CatEx) Through the preparation of an Initial Study, the Consultant shall evaluate the environmental concerns and identify necessary measures to mitigate impacts of the project. Consultant shall utilize the City's standard CEQA forms, making any legislative updates, as necessary under CEQA. The scope of work under this task is for the level of a.Mitigated Negative Declaration. Consultant shall also prepare the Categorical Exclusion Form in compliance with NEPA to submit for approval by Caltrans. Deliverables: Initial Study/ Categorical Exclusion Task 1.5—Technical Studies The following reports will be required if ground disturbing activities commence. If Caltrans District 8 determines additional studies beyond what is referenced below as part of the PES form approval, a detailed scope of work will be submitted: Biological Resources/Natural Environment Study - Minimal Impacts (NES-MI) - A Natural Environment Study (Minimal Impacts) (NES-MI), consistent with current Caltrans guidelines, will be developed based on the results of biological surveys, analyses and data compilation that will be conducted as part of a general plant and wildlife survey. The report will describe (1) the methodology used to conduct the biological surveys; (2) a qualitative description of the existing vegetation types and associated wildlife surveys found within the overall project site; (3) a table with the vegetation types present at each intersection and any potential resource issues; (4) a qualitative impact discussion identifying any potentially significant impacts and the project's relationship to the Coachella Valley Multiple Species Habitat Conservation Plan; and (5) recommend mitigation measures to reduce identified impacts. Noise Analysis - A preliminary noise analysis will be prepared as part of the Initial Study to support the conclusions that the project will not have a significant environmental impact or that the impacts can be mitigated to a "Less Than Significant" or "No Impact" level. These proposed improvements do the change horizontal and vertical alignments of the roadway network or increase the traffic volumes in the project area. However changes in traffic flow may occur which can have an effect on noise levels generated by the traffic network in the project area near sensitive receiver locations. As part of the noise analysis, a background document review will be conducted of the project vicinity and a windshield survey. A summary will be presented of the results of the background research and fieldwork. It will describe the project setting, identify and describe sensitive receptors, and discuss possible impacts, and potential abatement measures. The documentation will also identify anticipated interagency coordination. Exhibit"A" Page 2 of 16 EXHIBIT "A" SCOPE OF SERVICES Initial Site Assessment Checklist - An Initial Site Assessment (ISA) checklist will be prepared in accordance with ASTM Standard Practice 1527-00 and the Department's Project Development Manual to determine if the proposed project area has the potential to be compromised by hazardous materials or wastes. The ISA checklist will be prepared based on the following objectives: (1) evaluate the potential for hazardous materials on the site based upon readily discernible and/or documented present and historic uses of the property and uses immediately adjacent to the site, and (2) generally characterize the expected nature of hazardous materials that may be present as a result of such uses. Materials that may constitute a hazardous waste include, but are not limited to petroleum products, pesticides, organic compounds, heavy metals, or other compounds injurious to human health and the environment. Field samples and laboratory analysis are not proposed, although they will be recommended where appropriate. Cultural Resource Assessment - According to the General Scope of Work in Section III of the RFP, only Task 2 (Fiber Optic Communications) would require ground-disturbing activities and an investigation of the potential impact of the project on cultural and paleontological resources. As described, Task 2 would require approximately 1,800 feet of new conduit and 2,200 feet of new fiber optic cable between the Traffic Management Center and IT Hub. All cultural resources work will be performed in accordance with NEPA, CEQA, Section 106 of the National Historic Preservation Act (NHPA), and Caltrans guidelines and recommended procedures for prehistoric archaeological, historical archaeological, built-environmental, and paleontological resources. Cultural work would include literature searches at the Eastern Information Center (EIC) at the University of California, Riverside, and the San Bernardino County Museum and online databases, as well as archival research, Sacred Lands file searches from the Native American Heritage Commission (NAHC), letters to local Native Americans as recommended by the NAHC, an intensive-level pedestrian survey., recordation and preparation of Department of Parks and Recreation series 523 forms for any finds, and technical report preparation in compliance with Volume 2 of Caltrans' Environmental Handbook. Unless otherwise directed by Caltrans, this inventory will not include collection of cultural material. All technical reports will be submitted for Caltrans' review, and finals filed with District 8 and the EIC. Technical cultural and paleontological resources will include a Historic Property Survey Report (HPSR), an Archaeological Survey Report (ASR), and a combined Paleontological Identification Report (PIR) and Paleontological Evaluation Report (PER). Deliverables; Technical Studies Task 2.1 — Existing System Inventory and Evaluation Existing System Inventory — The Consultant shall obtain all existing reference documentation from the City of Palm Springs, including improvement plans (street, street lights, traffic signals, signal communication, timing plans, signing/striping, etc.), aerial photographs, right-of-way information and other applicable data. The inventory will also include traffic signals/signal communication projects currently underway or planned projects by the Exhibit"A" Page 3 of 16 EXHIBIT "A" SCOPE OF SERVICES City. It is anticipating that field inventory will be conducted for the 79 signalized intersections and seven (7) project corridors. The Consultant shall use its standard field form for this purpose that accounts for each piece of intersection data required. Using this form ensures accuracy and completeness during the field review process. For the purpose of the needs assessment, the field review for each intersection will document location and type of existing traffic signal controller/cabinet, signal communication equipment, detection equipment, EVPE system, and signal mast-arm pole location, signal operation and phasing characteristics. In addition, Inventory of the communication system will also be conducted along the City's corridors including type of communication and location. In addition, a thorough investigation and evaluation of the communication hardware/software at the master controller locations, TMC, and other facilities will be conducted where future connections may be anticipated. The field review to verify the existing communication equipment at the City's TMC, IT Hub, Police Department, and other building facilities will be conducted along with city staff including staff from the City's IT Department. Field notes and a photo log of the intersections, project corridors, ITS field elements, master controller locations, TMC and other proposed communication facility will be maintained. Technical Memorandum — A Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize existing system inventory, findings and deficiencies at the signalized intersections, master controller locations/TMC, video detection systems, and communication systems. A citywide map will be included showing the existing signal controller/cabinet locations, video detection systems, and communications systems types, location and routes. Graphics, photos, and field notes will be included. Deliverables: Existing System Inventory, Technical Memorandum Task 2.2— Evaluation of Surrounding Systems Surrounding Systems Evaluation — The Consultant shall evaluate current and proposed signal system, signal communication systems, and ITS systems with local agencies, including the adjacent cities, and County of Riverside. In addition, the Consultant shall evaluate Caltrans District 8 signal and communication system and provide recommendations for communication with Caltrans on-street master controllers and Caltrans District 8 TMC. Technical Memorandum — A Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize existing system inventory and evaluation of the surrounding signal systems, signal communication systems and ITS systems. Equipment type, location, and communication protocol will be included. Graphics, photos, and field notes will be included. Exhibit"A" Page 4 of 16 EXHIBIT "A" SCOPE OF SERVICES Deliverables: Evaluation of Surrounding Systems, Technical Memorandum Task 2.3—Assessment of Intelligent Transportation System (ITS) Opportunities ITS Steering Committee Needs and Opportunities — The Consultant shall establish and coordinate an internal ITS Steering Committee with the stakeholders. It is anticipated that bi- weekly meetings will be held to establish a complete understanding of ITS applications among the stakeholders. It is anticipated that, at a minimum, the following items will be discussed: • Establish vision, goals, and objectives of the project • Share information on ITS purpose, benefits, and opportunities • Identify current and foreseeable problems that can be addressed through ITS • Provide dialogue regarding transportation and development institutional restrictions and obligations • Recommend strategies through ITS solutions • Provide benefit/cost ratios, impacts on current and future staffing, construction precedence, and other relevant issues • Discuss operations and maintenance of ITS elements Assessment of Current ITS Needs and Opportunities — The Consultant shall attend meetings with the stakeholders. The Consultant shall prepare and distribute meeting agendas, meeting minutes and an action item matrix to the project team as appropriate. The Consultant shall address current and future ITS needs using proven and available technology. It is anticipated that under this task, the following will be conducted: • Review of wireless communications currently deploy between local agencies and Caltrans for signal synchronization • Review of ITS technology currently use or in the planning stage by adjacent agencies • Review of current ITS technology • Development of recommendations incorporating flexibility to adopt and migrate to future technology The Consultant shall discuss the City's ITS needs including the integration of new and existing ITS components. The following items will be discussed under this Task: • Communication architecture • Communication options including DSL, fiber-optics, wireless • Internet Protocol (IP) based ATMS • Existing/future video surveillance systems needs • Future CMS systems needs • Existing/future other ITS field elements needs • Upgrade/replacement of traffic management system • Upgrade of existing signal controllers • Next generation of 2070 signal controllers • Upgrade of signal controller software Exhibit"A" Page 5 of 16 EXHIBIT "A" SCOPE OF SERVICES • Hardware/software needs at the communication hubs • Hardware/software needs at the City's TMC Connectivity options with regional stakeholders (Police Department/IT Department/Fire Department, etc.), fiber-optic and wireless communication systems, including Wi-Fi and Wi- Max or 802.16 technologies will be addressed and the communication network topologies will be described in detail. It will also include the recommended communication network topology/topologies for the City of Palm Springs. Development of ITS Opportunities and Solutions — The Consultant shall develop ITS opportunities and solutions and at minimum will include the following: • Document issues that need to be addressed with current system • Define and prioritize future ITS requirements to address stakeholders needs • Develop specifications for the signal system equipment and communication infrastructure, if it is recommended that the upgrade/replacement of the existing equipment is necessary • Provide alternatives and recommended solutions to the stakeholders • Provide combined solutions to stakeholder problems • Explore communication compatibility issues and needed updates Technical Memorandum — An ITS Solutions Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize the following: • Stakeholders needs and opportunities • Assessment of Current ITS Needs and Opportunities • Development of ITS Opportunities and Solutions • List of short term, medium term, and long term solutions Graphics will be included. Deliverables: ITS Steering Committee Needs and Opportunities, Assessment of Current ITS Needs and Opportunities, Development of ITS Opportunities and Solutions, Technical Memorandum Task 2.4--Assessment of Video Detection Integration The Consultant shall coordinate closely with City staff to compile all relevant documentation on existing fiber, hardwired, and wireless connection points throughout the affected traffic intersections. In addition, the Consultant shall discuss with City staff the location and the communication infrastructure for the three (3) weather cameras to monitor flood and wind conditions in real time at the White Water River crossings at Indian Canyon Drive, Gene Autry Trail, and Vista Chino. The Consultant shall recommend analyzing the existing communication infrastructure for quality of corridor segments from the furthest reach inward to the TMC. Exhibit"A" Page 6 of 16 EXHIBIT "A" SCOPE OF SERVICES It is anticipated that City staff will test the fiber optic segments using an optical time domain reflectometer and double-ended loss measurement methodology to document quality of individual cables and dB loss across fiber splices. The Consultant shall evaluate test results and provide recommendations. It is anticipated that City staff will test copper pairs with a megger to perform ground resistance testing of all conductors including the shield, conductor- to-conductor and individual conductors to shield. The resistance continuity reading will determine performance capabilities and maximum bandwidth availability for copper. The Consultant shall evaluate test results and provide recommendations. The Consultant shall recommend that only existing wireless infrastructure in the form of mast installations and antennas be reviewed for usefulness should a modern wireless Ethernet design be considered by the city for the network redesign. Wireless design should be considered for locations that have no existing underground communication infrastructure and it will be not cost effective to provide a hardwired/fiber optic solution. Based on the existing communication system and recommendations to migrate to an Ethernet based System, the Consultant shall provide the city with a project ITS architecture plan showing the project communication improvements from the field elements to the TMC. Technical Memorandum — An Assessment Video Detection Integration Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize the following: • Evaluation Test Results + Integration Recommendations Deliverables: Assessment of Video Detection Integration, Technical Memorandum Task 2.5—Assessment of Traveler Information: Link Integration The Consultant shall work with City staff to design a cost effective web based solution for distribution of traffic detection camera based video to multiple destinations. The Consultant shall work with the City's IT Department to provide an assessment of city's network and provide recommendations to integrate real time information to the public via the City's web and public channel. The project assessment includes combining video and data in scalable applications based on project's requirements for simultaneous display on the City's new TMC video wall, as a source for web based visualization and for public access. The Consultant anticipates building a system based on ITS and NTCIP standards, with design elements to regionally display traffic while building framework that can be replicated to future traffic intersections in a very cost effective manner. Technical Memorandum — An Assessment of Traveler Information:Link Integration Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize the following: Exhibit"A" Page 7 of 16 EXHIBIT "A" SCOPE OF SERVICES • Evaluation of City's Network • Integration Recommendations Deliverables: Assessment of Traveler Information,Link Integration, Technical Memorandum Task 2.6-- Project Deployment and Maintenance Plan Detailed Recommended Technology — Under this section, the Consultant shall provide the system level communications design for the City of Palm Springs. It will indicate detailed traffic signal systems requirements, and communication requirements for the field devices, hub locations and TMC, and requirements for upgrade or replacement of the City's TMC. It will include the City of Palm Springs recommended ITS architecture. This section will identify the recommended technology at each intersection, hub and TMC based on recommendations developed. If a specific communication system is recommended, this section will identify the routing and corridors, device site location, hub locations and the selected transmission technology to be deployed. Recommendations for video surveillance system locations will be included. It will also include a design guideline for communication deployment. This will provide the necessary information on the initial phase of the project to facilitate the deployment of future projects. A communication corridor system architecture exhibit that will show existing communication systems, proposed and future communications systems will be included. The exhibit will show locations of existing, proposed and future controller cabinets, hubs, video detection/surveillance systems, CMS systems, conduit/communication alignments, advanced traveler information system (ATIS), and other future ITS elements. Recommended Project Priority and Deployment — The Consultant shall provide a specific strategy to implement the ITS elements. This section will present the framework for the deployment of the City of Palm Springs AIMS. Project priorities will be discussed and recommendation will be provided under this section. Priorities will be provided based on preliminary cost estimates, agency needs, local and regional benefits, and associate maintenance levels. Priority ratings (high, medium, low) will be based on the stakeholders feedback on needs and benefits gained. Maps and exhibits will be provided. Recommended Priority Corridors -- The Consultant shall discuss the priority corridors throughout the City of Palm Springs. ITS solutions will be proposed for the City's corridors determined by the City. A project implementation list will be developed by the stakeholders. Based on cost, agency needs, local and regional benefits, time to implement, and associated operations and benefits levels, a priority and implementation plan will be developed. This project priority list will provide the City of Palm Springs with a road map for ITS project deployment. A cost breakdown by implementation phase will be provided. If required, a project implementation schedule will be provided. Exhibit"A" Page 8 of 16 EXHIBIT "A" SCOPE OF SERVICES Outline of Potential Environmental Documentation Requirements — The Consultant shall identify federal, state, and local environmental requirements for implementation of ITS Projects. Projected Life Cycle Issues and Costs—The Consultant shall identify projected life cycles of the proposed ITS elements including equipment warranty, maintenance issues and costs Technical Memorandum — An ITS Solutions Technical Memorandum Report will be provided to the City of Palm Springs. The report will summarize the following: • Detailed Recommended Technology • Recommended Project Priority and Deployment • Recommended Priority Corridors • Recommended Short and Long Term Phasing • Outline of Potential Environmental Requirements • Projected Life Cycle Issues and Costs Deliverables: Detailed Recommended Technology, Recommended Project Priority and Deployment, Recommended Priority Corridors, Outline of Potential environmental Documentation Requirements, Projected Life Cycle Issues and Cost, Technical Memorandum Task 2.7 — Prepare / Develop System Engineering Management Plan (SEMP) Develop Systems Engineering Management Plan (SEMP) — The Consultant shall discuss the goals and objectives of the SEMP with City staff. The Consultant shall prepare the SEMP based on the guidelines and requirements developed by the Federal Highway Administration. The SEMP will address the requirements for the video detection integration design plan, for network elements associated with redesigning the underlying communication infrastructure required to support video data, for the hardware and software required of the Traveler Information upgrade, and for the needs that will be required for the new TMC. The SEMP will establish a high level description of the systems engineering effort needed for development. The SEMP will be signed and sealed by our Project Manager, a licensed Civil Engineer in the State of California. Deliverables: System Engineering Plan (SEMP) Phase Two— EngineeringPlans, ecifications, and Engineer's Estimates) , ,Design (Plans, Sp, Task 3.1 — Utility Research and Coordination Utility notifications to the various utility owners within the sphere of the Project will be prepared. The Consultant shall request utility maps from the various utility owners to locate existing Exhibit"A" Page 9 of 16 EXHIBIT "A" SCOPE OF SERVICES underground and overhead utilities. The Consultant shall interface with the utility owners to horizontally locate the utilities that are located within the right-of-way limits, and identify potential conflicts between existing underground and overhead utility lines and the proposed improvements. The Consultant shall compile the utility information into a matrix format to include dates of notification, persons/utility notified and responses from utility. Copies of this information will be updated periodically and provided to the City of Palm Springs. It is anticipated that utility research and coordination will be only for the proposed improvements between the City's IT Hub and the TMC. Deliverables: Utility Research and Coordination Task 3.2 —Signal Communication Plans The Consultant shall prepare the following communication plans. • TYPE 1: Fiber Optic signal communication plans to connect the City's IT Hub with the TMC. The plans will show approximately 1,800 feet of new conduit and 2,200 feet of new fiber optic cable and associated improvements. • TYPE 2: Signal communication plans along East Palm Canyon and Ramon Road to replace the existing microwave system with an Ethernet communication system. • TYPE 3: Signal communication plans along N. Palm Canyon Drive, S. Palm Canyon Drive, and Tahquitz Canyon Way to show controller cabinet improvements, video detection system improvements, and signal communication improvements. • TYPE 4: Intersection improvement plans for improvements at signalized intersections along Indian Canyon Drive, Sunrise Way, Farrell Drive, and isolated signalized intersections. The plans will show improvements at the intersections only to show controller cabinet improvements and video detection system improvements. Communication improvements between signalized intersections will be shown using a construction note only. It is anticipated that up to six (6) intersections ca be shown per sheet. The signal communication plans design will show signal communication improvements at seventy-nine (79) signalized intersections in order to connect the controller system and video detection/surveillance systems to the TMC via existing/proposed communication system. Preparation of a total of 25 sheets is estimated to be prepared for this project. All new field elements and field element upgrades will be shown on the plans. Additional equipment upgrades, modifications, termination hardware and related improvements necessary for an effective and efficient communication system will be shown on the plans. A title sheet for the project plans will be prepared in accordance with City of Palm Springs standards. The signal communication plans will be prepared based on record drawings, City Exhibit"A" Page 10 of 16 EXHIBIT "A" SCOPE OF SERVICES GIS maps, aerial drawings, and site visits, at 1"=40' scale and in accordance with standards set forth by the City of Palm Springs and Caltrans. Three (3) Communication detail sheets will be included showing details for pull boxes, conduit sweeps, trenching, video detection/surveillance installation, TMC equipment upgrades, and general notes. The plans will be prepared in AutoCAD. Deliverables: Signal Communication Plans (25), Title Sheet (1), Details (3) Task 3.3 - Technical Specifications The Consultant shall prepare Bid-ready Technical Specifications for inclusion in the City's construction bid documents. The Technical Specifications will include specifications for all the required traffic signal equipment (including controllers, cabinets, video detection/surveillance systems, etc.), signal communication system, communication system at the hubs and TMC, hardware/software communication improvements at the TMC, and any additional item that may be required for a complete communication system (cabinet upgrades, testing requirements, system integration, training, etc.). The specifications will conform to the applicable standards and specifications from the City of Palm Springs and Caltrans. Deliverables: Project Technical Specifications Task 3.4 - Engineer's Estimates The Consultant shall prepare construction quantity take-offs and construction cost estimates in accordance with City and Caltrans requirements for the proposed traffic signal upgrades, signal communication system improvements, TMC improvements, and related improvements. The cost estimate will be based on cost data from similar current projects. The engineer's construction cost estimates will be prepared in MS Excel format for use by the City to advertise for bids. Deliverables: Engineer's Estimates Task 3.5—Signal Timing Data Collection The collection of various types of data will be required in this Task to adequately develop the network model and complete intersection and arterial analysis. The data collection effort will be wide ranging and each piece of data needs to be accounted for to proceed successfully. Data collection will focus on the following four areas: • Traffic Count Data 24-hour machine counts (using 2010 CVAG data) Turning movement counts • Intersection Data Signal phasing & minimum timing values (using existing City timing sheets) Exhibit"A" Page 11 of 16 EXHIBIT "A" SCOPE OF SERVICES Lane configurations Intersection measurements Photo logs • System Data Intersection spacing Existing crossing arterial synchronization • Before/After Study Data Traffic Count Data — The Consultant shall analyze 2010 CVAG 24-hour traffic volume data to determine the peak periods for each of the five project corridors. After approval of the recommended peak periods, turning movement counts will be manually collected at 15-minute intervals over a 4-hour period for each of the 75 project intersections (excluding pedestrian traffic services) during a weekday a.m. and p.m. peak periods. Intersection Data — Signal phasing and timing values. Existing traffic signal timing sheets for each project intersection will be collected from the City. To facilitate accessibility to this information and streamline the coding of the corridor model in Synchro 7.0, Consultant shall prepare phasing summary worksheets that contain the basic information collected from each signal-timing sheet. Lane configurations and measurements. The Consultant shall perform an intersection field review using a standard field form that accounts for each piece of intersection data required for the intersection analysis. Using this form ensures uniformity and completeness during the field review process. The field review for each intersection will document the posted approach speeds; intersection geometric conditions including lane configurations, lane widths, turning lane storage length, and medians; signal operation and phasing characteristics, i.e., split- phasing, left turn phasing or right turn overlaps. Special turn restrictions or controls that may be present will also be noted. A photo log will be completed for each intersection. System Data - Intersection Spacing. Initial distances for intersection spacing will be obtained from geographic coordinates (latitude and longitude) that will be collected for each project intersection. The distances will then be calibrated to reflect the actual horizontal roadway alignment using the average of the travel distances collected with a GPS receiver (and recorded in the Tru-Traffic software) during the collection of travel-time data. Crossing Arterial Synchronization. Existing or proposed synchronized arterials that cross other project arterials will have optimized timing for vehicle platoon progression developed that mutually benefits each arterial. Cycle length, offset and splits that have been assigned to one synchronized crossing arterial will be maintained to preserve the synchronization on the second corridor if the cycle lengths of the two arterials are compatible. However, if the cycle lengths between the two routes are not compatible, then synchronization for one of the arterials may be compromised. Exhibit"A" Page 12 of 16 EXHIBIT "A" SCOPE OF SERVICES Before Study with Measures of Effectiveness (MOE) Report — A Before Study will be conducted under this task to gather travel-time, delay, and free-flow speed data for each of the project corridors listed in Table 1 during a typical weekday peak period—a.m. and p.m. This measured free-flow speed information will be used in the timing analysis and development. Additionally, the Before Study will identify the base Measure of Effectiveness (MOE) conditions (arterial LOS, fuel savings, stops, delays, travel time, noxious air emissions) from which the effects of the synchronization plans will be evaluated. The travel-time data will be collected using the floating car method, a laptop computer, a GPS receiver unit, and the Tru-Traffic (TS/PP Draft) software. Using this method to collect travel— time data requires each project intersection to be georeferenced in the Tru-Traffic software. For project verification an After Study mirroring the Before Study will be conducted immediately following Task 3.7, "Implementation", and submitted to the City at project completion. An After Study will gather travel-time, delay, and running-speed data for the project corridor between the project limits during the a.m. and p.m. peak periods. The After Study will identify the post Measure of Effectiveness (MOE) conditions (arterial LOS, fuel savings, stops, delays, travel time, noxious air emissions) which will be compared to the Before Study baseline. This comparison will be utilized to determine the effectiveness of the final proposed timing plans. Deliverables: Field review and signal timing summary worksheets, AM and PM Peak Hour turning movement counts (4-hours/int.; 75 intersections), Before/After study for two (2) weekday periods —AM and PM for seven project corridors Task 3.6— Network Modeling Intersection and Arterial Analysis — Consultant shall prepare a network model using Synchro 7,0 that includes each of the project corridors listed in Table 1 and each of the 61 interconnected project intersections using the data collected in Task 3.5. Following the preparation of the network model, peak-hour volume totals for each intersection will be coded into the model for each timing plan. Two (2) timing plans — a.m. and p.m. — for a typical weekday will be developed. The specific time periods for these timing plans will be determined based on the identified peaks from the 24-hour machine counts, and field observation. TABLE 1 BEFORE/AFTER STUDY CORRIDORS PROJECT CORRIDOR LIMITS North Palm Canyon Drive Tachevah Drive to Desert Fashion Plaza South Palm Canyon Drive Tahquitz Canyon Way to Camino Real East Palm Canyon Drive Camino Real to Cherokee Way Indian Canyon Drive Tachevah Drive to Ramon Road Sunrise Way Tachevah Drive to Mesquite Avenue Tahquitz Canyon Way Calle Encilia to El Cielo Road Ramon Road Calle Encilia to Crossley Road Exhibit"A" Page 13 of 16 EXHIBIT "A" SCOPE OF SERVICES At the eighteen (18) isolated "local" traffic signals identified in the RFP, Consultant shall evaluate critical signal timing parameters and settings for optimal and safe traffic signal operation during "free" operation. This evaluation includes using peak hour turning movement counts to complete a critical movement analysis for these intersections. This analysis will determine the allocation of green time to the critical movements in proportion to their flow ratios. The maximum green settings for the traffic-actuated signal controllers will be established by applying a factor to the green-time allocation. This factor accounts for fluctuations in traffic flow and the operation of the traffic-actuated signal controller. Items to be reviewed include the following: • Pedestrian clearance intervals • Yellow times • All-red times • Maximum green times The timing optimization process will began with the cycle length evaluation process that will identify timing anchor points in the system that will influence and control the synchronization on the project corridors. Timing anchor points for this project will be existing synchronized corridors, intersections with large pedestrian clearance times, and intersections with high volume-to-capacity ratios for the critical movements. Cycle length will be determined by completing a critical movement analysis at each project intersection that considers the degree of saturation (volume-to-capacity) for each lane group while considering the constraints imposed by minimum phase time requirements such as total pedestrian intervals. Consultant shall discuss the results of the network analysis, the cycle evaluation, and the time-space diagrams and the anticipated improvements with the City's Project Manager. Consultant shall develop an operational microscopic model within SimTraffic. The microscopic model will be used to understand the effects of existing and proposed corridor operations, to adjust timing plans prior to implementation. Consultant shall identify operational deficiencies at each project intersection through the course of the arterial analysis. These operational deficiencies could include: A lack of queue storage for turning movements; signal phasing issues; closely spaced intersections with limited queue storage; or intersections with highly saturated vehicle movements. Consultant shall provide the City with a list of the identified deficiencies and a list of potential corrective actions which may be taken. Once the cycle length is determined the green allocation for vehicle movements will be calculated. The intersection synchronization timing will include cycle, offset, splits and phase sequencing, which will be graphically represented on the time-space diagrams. Time-space diagrams will be prepared using the Tru-Traffic software. The provided diagrams will be to scale (horizontally and vertically), in color and 11" x 17" in size. The Tru-Traffic software allows for the direct import of Synchro 7.0 files thereby removing any program input redundancy. Exhibit"A" Page 14 of 16 EXHIBIT "A" SCOPE OF SERVICES Deliverables: Synchro 7.0 corridor model, Time-space diagrams for two (2) weekday timing plans—AM and PM Task 3.7 — Implementation and Verification Upon approval of the network model and cycle evaluation by the City, the Consultant shall proceed to organize and convert the synchronization timing parameters—cycle, offset, splits and phase sequencing—from the Synchro model into a format for entry into the signal controllers. New timing will be provided to the City in an Excel format and the Consultant shall work with City staff to input the synchronization timing parameters directly into the City's Advanced Traffic Management System (ATMS) for download to the Model 170E controllers. Observation and evaluation of the signal timing will occur during periods applicable to the new timing plans will immediately follow implementation. The Consultant shall closely observe traffic flow and make recommendations for adjustments, as needed, to the intersection timing. The fine-tuning process will involve using a floating car, a laptop computer, and the Tru-Traffic software connected to a portable GPS receiver unit that provides a real-time, dynamic display of the time-distance trajectory on the time-space diagram. Following the syncing of the Tru- Traffic software with the signal system in the field, the floating car can travel through the system observing and predicting, with great precision, the operation of the system and pinpoint problem areas that need attention. The project corridors are expected to be observed and fine-tuned over a one week period. Platoon progression and any impacts to left-turning and side-street traffic will be observed and adjusted. Deliverables: Network model timing plans (MS Excel format), Timing implementation, Observe and evaluate timing Task 3.8 —Intersection Graphics The Consultant shall prepare custom intersection graphics for the City's new ATMS for each of the 79 project intersections. The intersection graphics will be based on the completed Consultant field review forms and signal timing sheets, only. The graphics prepared for each location will include the basic geometric configuration (i.e., intersection angles, number of lanes and unique intersection features), movement indications, and detection. Integration of the intersection graphics into the ATMS software is not proposed as part of this work effort. Consultant shall provide one preliminary submittal to the City of sample intersection graphics for review and discussion purposes. Specific discussion items will include the color, fonts, and other display information. Following approval of the final graphic scheme by the City, production of intersection graphics will proceed. Consultant shall submit Exhibit"A" Page 15 of 16 EXHIBIT "A" SCOPE OF SERVICES the intersection graphics to the City at the 90% level of completion for review and comment. After incorporating comments received during the 90% review, final intersection graphics will be submitted to the City. Deliverables: Custom ATMS intersection graphics for 79 locations Task 3.9 - Project Management and Coordination Consultant shall actively coordinate the Citywide Traffic Signal Interconnect Upgrade and Traffic Management Center Project with all involved agencies to facilitate project delivery. The Consultant shall coordinate with City staff, and City Departments including Information Technology Services; and Caltrans. Management support will be provided to resolve any project design scope and scheduling changes. To ensure timely delivery of the project deliverables, Consultant shall actively be involved at all levels to direct the day-to-day design activities and to identify and resolve critical design issues early on. Project coordination with the City Project Manager will include progress reports and regular communication via email and telephone. Deliverables: Project Management and Coordination Task 3.10 - Meetings The Consultant shall attend meetings with the City of Palm Springs, Caltrans and others as directed by the City to discuss design issues, progress schedule, conduct field analysis and provide technical design clarification. Meetings will also consist of any specific meeting called by the City, or other agency, at which Consultant's attendance is requested. The Consultant shall prepare and distribute meeting minutes and an action item matrix to the project team as appropriate. The Consultant shall provide progress report and schedules that will include completion and milestones for each task including meetings. The progress report and schedule will be provided to the City on a monthly basis. For budgetary purposes, six (6) meetings have been allocated to this task. Deliverables: Attendance at Meetings (6) Meetings Phase Three — Construction Administration Services Construction administration services shall be incorporated herein upon authorization and approval by the City, subject to a contract amendment to incorporate the associated contract fees for this phase. END OF EXHIBIT "A" Exhibit"A" Page 16 of 16 EXHIBIT "B" SPECIAL REQUIREMENTS Add the following to Section 2.0, Compensation: Section 2.5, Cost Principles. The Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., are the governing factors regarding allowable elements of cost. The administrative requirements set forth in 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, is hereby included by reference. The provisions of this section shall apply to all subcontracts in excess of$25,000. Add the following to Section 2.0, Compensation: Section 2.6, General Compliance with Laws and Wage Rates. Consultant warrants that its cost proposal, approved by City and identified on the Schedule of Compensation as set forth in Exhibit "E", complies with all federal, state and local laws and ordinances applicable to the work, including compliance with prevailing wage rates and their payment in accordance with California Labor Code, Section 1775. Add the following to Section 4.0, Coordination of Work: Section 4.5, Subcontracts. Any subcontracts or contractual arrangements ("subcontracts") between the Consultants and other parties ("subcontractors") entered into in the performance of this Agreement to which the City is not named shall include all applicable provisions of this Agreement and the Consultant shall require that its subcontractors thereby comply with all such applicable provisions. Section 7.5, Audit and Inspection of Records, the following sentence shall be added at the end of the paragraph: Consultant's records shall be available for inspection by City, the state of California Department of Transportation, and the Federal Highway Administration, or their duly authorized representatives. This section shall also apply to all subcontracts in excess of $25,000. Add the following to Section 10.0, Miscellaneous Provisions: Section 10.9, Covenant Against Contingent Fees. The Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the consultant; to solicit or secure this agreement; and that he/she has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award, or formation of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or at its discretion; to deduct from Exhibit"B" Page 1 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS the agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Add the following to Section 10.0, Miscellaneous Provisions: Section 10.10, Patent Rights. This agreement includes herein by reference applicable patent rights provisions described in 41 CFR 1-9.1 regarding rights to inventions. Add the following to Section 10.0, Miscellaneous Provisions: Section 10.11, Endorsement. The responsible consultant/engineer shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by him/her, and where appropriate, indicate his/her California registration number. Add the Following to Section 10.0, Miscellaneous Provisions: Section 10.12, Disadvantaged Business Enterprise (DBE) Requirements. The City has established an Underutilized DBE goal for this Agreement of 1.25%. 1. TERMS AS USED IN THIS DOCUMENT • The term "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR). • The term "Underutilized Disadvantaged Business Enterprise" or "UDBE." DBE classes that have been determined in the 2007 Caltrans Disparity Study to have a statistically significant disparity in their utilization in previously awarded transportation contracts. UDBEs include: African Americans, Native Americans, Asian-Pacific Americans, and Women. • The term "Agreement" also means "Contract." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65. • The term "Department" means the "California Department of Transportation" or "Caltrans" 2. AUTHORITY AND RESPONSIBILITY A. DBEs and other small businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The Contractor should ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this Exhibit"B" Page 2 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS assurance. The proposer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF UDBE AND DBE INFORMATION A "Local Agency Proposer UDBE Commitment (Consultant Contract)" (Exhibit 10-01) form is included with required contract forms in Exhibit "G". The Consultant warrants that it has either met the UDBE goal, or has demonstrated good faith efforts to meet the goal established for the contract. Only UDBE participation will be counted towards the contract goal; however, all DBE participation shall be collected and reported. Consultant shall submit a completed Exhibit 10- 01 form to City prior to commencing work. A "Local Agency Proposer DBE Information (Consultant Contract)" (Exhibit 10-02) form is included with required contract forms in Exhibit "G". The purpose of the form is to collect data required under 49 CFR 26. For contracts with UDBE goals, this form collects DBE participation by DBEs owned by Hispanic American and Subcontinent Asian Americans males (persons whose origin are from India, Pakistan, Bangladesh, Bhutan, Maldives Islands, Nepal or Sri Lanka). 4. DBE PARTICIPATION GENERAL INFORMATION It is the Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A UDBE firm not proposing as a joint venture with a non-DBE, will be required to document one or a combination of the following: 1. The firm is a UDBE and will meet the goal by performing work with its own forces. 2. The firm will meet the goal through work performed by UDBE subcontractors, suppliers or trucking companies. 3. The firm, prior to proposing, made adequate good faith efforts to meet the goal. D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. Exhibit"B" Page 3 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. F. The firm shall list only one subcontractor for each portion of work as defined in their proposal and all DBE subcontractors should be listed in the bid/cost proposal list of subcontractors. G. A firm acting as the prime consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors. 5. RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. Firms may call (916) 440-0539 for web or download assistance. B. Access the CUCP database from the Department of Transportation, Civil Rights, Business Enterprise Program web site at: http://www.dot.ca.gov/hq/bep/. • Click on the link in the left menu titled Disadvantaged Business Enterprise • Click on Search for a DBE Firm link • Click on Access to the DBE Query Form located on the first line in the center of the page • Searches can be performed by one or more criteria • Follow instructions on the screen C. How to Obtain a List of Certified DBEs without Internet Access D. DBE Directory: If you do not have Internet access, Caltrans also publishes a directory of certified DBE firms extracted from the online database. A copy of the directory of certified DBEs may be ordered at: http://caltrans-opac.ca,gov/publicat.htm 6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS DBE CREDIT, AND IF A DBE IS ALSO A UDBE, PURCHASES WILL COUNT TOWARDS THE UDBE GOAL UNDER THE FOLLOWING CONDITIONS: A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or Exhibit"B" Page 4 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. 7. STANDARD AGREEMENT FOR SUBCONTRACTOR/DBE PARTICIPATION 1. Subcontractors A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the City and any subcontractors, and no subcontract shall relieve the Consultant of his/her responsibilities and obligations hereunder. The Consultant agrees to be as fully responsible to the City for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Consultant. The Consultant's obligation to pay its subcontractors is an independent obligation from the Agency's obligation to make payments to the Consultant. B. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors. C. Consultant shall pay its subcontractors within ten (10) calendar days from receipt of each payment made to the Consultant by the Agency. D. Any substitution of subcontractors must be approved in writing by the Agency's Contract Manager in advance of assigning work to a substitute subcontractor. 2. Disadvantaged Business Enterprise (DBE) Participation A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." Firms who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. If the contract has an underutilized DBE (UDBE) goal, the Consultant must meet the UDBE goal by committing UDBE participation or document a good faith effort to meet the goal. If a UDBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another UDBE subconsultant, if the goal is not otherwise met. A UDBE is a firm meeting the definition of a DBE as specified in 49 CFR and is one of the following groups: African Americans, Native Americans, Asian-Pacific Americans, or Women. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, sub-recipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant Exhibit"B" Page 5 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the Consultant to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 3. Performance of DBE Consultant and other DBE Subconsultants/Suppliers A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing; and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 4. Prompt Payment of Funds Withheld to Subcontractors A. No retainage will be held by the City from progress payments due the prime Consultant. Any retainage held by the prime Consultant or subconsultants from progress payments due subconsultants shall be promptly paid in full to subconsultants within 30 days after the subconsultant's work is satisfactorily completed. Federal law (49 CFR26.29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the City's prior written approval. Any violation of this provision shall subject the violating prime consultant or subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultant and subconsultants. Exhibit"B" Page 6 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS B. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 5. DBE Records A. The Consultant shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subcontractors," CEM-2402F (Exhibit 17-F, Chapter 17, of the LAPM), certified correct by the Consultant or the Consultant's authorized representative and shall be furnished to the Contract Manager with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in 25% of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Consultant when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" is submitted to the Contract Manager. C. Prior to the fifteenth of each month, the Consultant shall submit documentation to the Agency's Contract Manager showing the amount paid to DBE trucking companies. The Consultant shall also obtain and submit documentation to the Agency's Contract Manager showing the amount paid by DBE trucking companies to all firms, including owner- operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Consultant may count only the fee or commission the DBE receives as a result of the lease arrangement. 6. DBE Certification and Decertification Status If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify the Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify the Consultant in writing with the date of certification. Any changes should be reported to the City's Contract Manager within 30 days Materials or supplies purchased from DBEs will count towards DBE credit, and if a DBE is also a UDBE, purchases will count towards the UDBE goal under the following conditions: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. Exhibit"B" Page 7 of 8 EXHIBIT "B" SPECIAL REQUIREMENTS B. If the materials or supplies purchased from a DBE regular dealer, count 60% of the cost of the materials or supplies toward DBE goals. A regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. END OF EXHIBIT "B" Exhibit"B" Page 8 of 8 EXHIBIT 'V" CITY'S REQUEST FOR PROPOSALS CITY'S REQUEST FOR PROPOSALS FOLLOWS THIS PAGE QF pALA4 S A� U R CITY OF PALM SPRINGS, CA REQUEST FOR PROPOSALS (RFP) #07-10 CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE & TRAFFIC MANAGEMENT CENTER CITY PROJECT NO. 08-04 FEDERAL AID PROJECT NO. CIVIL 5282 (031) Requests for Proposals (RFP #07-10), for professional services related to the Citywide Traffic Signal Interconnect Upgrade & Traffic Management Center for the City of Palm Springs, CA, (hereinafter the "RFP") will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 2:00 P.M. LOCAL TIME, THURSDAY, DECEMBER 10, 2009. It is the responsibility of the respondent to see that any submittal sent through the mail, or any other delivery method, shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of RFP submittals. Telegraphic, telephonic, faxed or emailed RFP submittals will not be accepted. Late RFP submittals will be returned unopened. Failure to register as a Respondent to this RFP process per the instructions in the Notice Inviting Requests for Proposals (under "Obtaining RFP Documents") may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a submittal as being non-responsive. We strongly advise that interested firms officially register per the instructions. 1. PURPOSE AND SCHEDULE: The City of Palm Springs is requesting proposals from qualified professional firms to provide the City with traffic engineering design services related to the Citywide Traffic Signal Interconnect Upgrade & Traffic Management Center, City Project No. 08-04, Federal Aid Project No. CIVIL 5282 (031) (hereinafter the "Project"). The selected firm will be expected to provide required professional services (including environmental services) to prepare plans, specifications and estimates ("PS&E°), and turn-key construction inspection and administration services for implementing the Project. The Project is considered a Minor Intelligent Transportation System ("ITS") project and the consultant shall comply with the federal ITS regulations, in accordance with the Code of Federal Regulations, Chapter 23, Section 940 (23 CFR 940), entitled "Intelligent Transportation System Architecture and Standards". The Project is made possible by funding through the Congestion Mitigation and Air Quality ("CMAQ") federal aid program provided through the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users ("SAFETEA-LU"). All federal aid funds programmed on local agency projects are coordinated through the California Department of Transportation ("Caltrans°), and the selected firm will be expected to provide all necessary coordination with Caltrans required to successfully implement the Project through all phases of work. RFP#07-10 Page 1 of 10 The selected firm will be required to demonstrate adequate experience coordinating federally funded projects through Caltrans — District 8 (San Bernardino/Riverside counties), including the time and personnel commitments required to pursue federal environmental approvals with Caltrans District 8 staff. Staff from the selected firm assigned to work on this Project must have relevant experience with Caltrans District 8, including knowledge of and experience with the Caltrans Local Assistance Procedures Manual and other related guidelines. SCHEDULE: Notice requesting Statements of Qualifications posted and issued ................. November 2, 2009 Deadline for receipt of Questions................................... Monday, November 30, 2009, 2:00 P.M. Deadline for receipt of RFP Submittals ..................Thursday, December 10, 2009, 2:00 P.M. Short List/ Interviews/Technical & Cost Proposals ............................................to be determined Contract awarded by City Council....................................................................... to be determined 2. BACKGROUND: On April 30, 2007, the Coachella Valley Association of Governments ("CVAG") approved a Call for Projects for CVAG and its member jurisdictions using CVAG's allocation of CMAQ funds made available through SAFETEA-LU. In July 2007, 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 upgrade selected isolated "local" traffic signals with video detection, and to repair and improve all of the existing interconnected corridors with modern communication systems that are capable of being remotely monitored and have greater reliability. Associated with the project is 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 can be prepared and implemented; and to evaluate existing traffic signal timing at isolated "local" traffic signals. A list of the City's signalized intersections and interconnected corridors is included as Attachment 1. The City's application to CVAG requested $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. A copy of the City's application is included as Attachment 2. As a federally funded project, the Project requires environmental clearance pursuant to both the California Environmental Quality Act ("CEQA") and the National Environmental Policy Act ("NEPA"). The City is the Lead Agency with regard to CEQA, and the Federal Highway Administration (°FHWA") has delegated its authority for NEPA to Caltrans. The selected firm will be required to provide professional services necessary to obtain CEQA and NEPA approvals. Given the scope of the Project, it is anticipated that the Project will require an Initial Study leading to a Mitigated Negative Declaration ("IS / MND") in accordance with CEQA regulations; and the Project will require a Categorical Exclusion in accordance with NEPA regulations. The City has established a budget of approximately $225,000 for this phase of the Project. RFP#07-10 Page 2 of 10 3. SCOPE OF WORK: The scope of work will consist of the preparation of Environmental Documents and Technical Studies and all other related documents and/or reports to comply with applicable local, state and federal regulations, policies, procedures, manuals and standards necessary to obtain CEQA/NEPA environmental approvals; preparation of Plans, Specifications and Estimates (PS&E) for the Project; and turn-key construction inspection and administration. The Project will be divided into the following three phases: Phase One: Environmental Approval & Project Development Phase Two: Engineering Design (Plans, Specifications and Estimates [PS&E]) Phase Three: Construction Administration Please refer to Attachment 3 for a General Scope of Work for each phase of the Project. 4. PROPOSAL REQUIREMENTS: Disadvantaged Business Enterprise (DBE) Requirements: As this project is funded in part by federal funds, the selected firm's final contract is subject to applicable provisions of the Caltrans Disadvantaged Business Enterprise (DBE) Program Plan as it relates to local agencies. The DBE Program Plan is prepared in accordance with U.S. Department of Transportation (DOT), 49 CFR, Part 26 regulations. Firms replying to this RFP shall review the Notice to Proposers -- Disadvantaged Business Enterprise Information (Exhibit 10-1), included as Attachment 4 to this RFP. Additionally, firms should review the Caltrans Local Assistance Procedures Manual ("LAPM"), Chapter 10 "Consultant Selection", to be aware of the Caltrans regulations and requirements if being selected for the Project. The City will be utilizing the "One Step RFP" process as identified in the Chapter 10 of the LAPM, which is available on the Caltrans website at: http://www.dot.ca.gov/hq/LocalPrograms/lam/prog_p/p10consult.pdf. It is the policy of the City of Palm Springs to ensure that DBE's, as defined in 49 CFR, Part 26, have an equal opportunity to receive and participate in federal-aid contracts. It is also the City's policy: • To ensure nondiscrimination in the award and administration of DOT-assisted contracts. • To create a level playing field on which DBE's can compete fairly for DOT-assisted contracts. • To ensure that the City's annual overall DBE participation percentage is narrowly tailored, in accordance with applicable law. • To ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to participate as DBEs. • To help remove barriers to the participation of DBE's in DOT-assisted contracts. • To assist the development of firms that can compete successfully in the market place outside the DBE Program. DBE's and other small businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (See 49 CFR, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). Firms submitting a proposal in reply to this RFP should ensure that DBE's and other small businesses have the opportunity to participate in the performance of the work that is RFP#07-10 Page 3 of 10 the subject of this solicitation and should take all necessary and reasonable steps for this assurance. Firms shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of its subcontracts. Firms are encouraged to use services offered by financial institutions owned and controlled by DBEs. The City of Palm Springs has established an Annual Anticipated DBE Participation Level (AADPL), which is the level of participation that the City would expect DBEs to achieve in the absence of discrimination and the effects of past discrimination on federal-aid contracts awarded by the City in a given Federal Fiscal Year(FFY). The City of Palm Springs operates under a state-wide DBE Program administered by Caltrans. Effective February 27, 2009, Caltrans implemented the race-conscious component of its DBE program. Federal-aid contracts will contain varying percentages of Underutilized Disadvantaged Business Enterprises (UDBE) participation goals that selected firms will be required to meet or, alternatively, perform a good-faith effort to meet as a condition of award of a contract. Under the race-neutral component of the program, Caltrans will continue to encourage the use of DBEs. Only UDBEs will count toward the contract participation goal. For Fiscal Year 2009/2010, the City's total DBE participation level is 2.63%. The race neutral portion is 1.38% and the race conscious portion (UDBE) is 1.25%. Therefore, if portions of the work required by the Project are not assigned by sub-contract to DBE or UDBE firms equal to or exceeding the participation levels, the selected firm will be required to demonstrate that appropriate good faith efforts were made. A "Local Agency Proposer UDBE Commitment (Consultant Contracts)" Exhibit 10-01 form and a "Local Agency Proposer DBE Information (Consultant Contracts)" Exhibit 10-02 form will be included in the Agreement documents to be executed by the successful firm. A copy of these forms is included as part of the City's standard Professional Services Agreement (see Attachment 5). The purpose of these forms is to collect data required under 49 CFR, Part 26. Even if no DBE participation will be reported, the successful firm must execute and return the forms. Firms replying to this RFP are advised to read more about the Caltrans race-conscious DBE Program by visiting the Caltrans DBE website at: www.dot,ca.gov/hq/LocalPrograms/DBE CRLC.htmi. General Requirements: The firm's proposal should describe the methodology to be used to accomplish each of the project tasks. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the task requirements. Please note: this RFP can not identify each specific, individual task required to successfully and completely implement this project. The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc. The City of Palm Springs will not approve addenda to the selected firm's agreement which do not involve a substantial change from the general scope of work identified in this RFP. RFP#07-10 Page 4 of 10 Important Note: Firms replying to this RFP must be knowledgeable of the processes and procedures to obtain CEQA/NEPA environmental approvals through Caltrans District 8. In submitting a Proposal, firms must recognize that project delays are expected to occur, and the selected firm will be expected to remain committed to the successful completion of the Project, despite potential delays related to obtaining NEPA environmental approval of the Project through Caltrans District 8. 5. SELECTION PROCESS: The City of Palm Springs is utilizing a Qualifications Based Selection process to select a firm to provide the services requested by this RFP. The City shall review the proposals submitted in reply to this RFP, and a limited number of firms may be invited to make a formal presentation at a future date. The format, selection criteria and date of the presentation will be established at the time of short listing. Preparation of proposals in reply to this RFP, and participation in any future presentation is at the sole expense of the firms responding to this RFP. 6. PROPOSAL EVALUATION CRITERIA: This solicitation has been developed in the "Request for Proposals" (RFP) format. Accordingly, firms should take note that the City will consider multiple criteria in selecting the most qualified firm. Price is NOT evaluated as part of the evaluation criteria. Cost proposals submitted in separate envelopes are not opened, nor considered during proposal evaluations. Upon selection of the most qualified firm, the associated cost proposal will be used as a basis for contract negotiations. A contract shall be negotiated on the basis of the submitted Cost Proposal, and in consideration of reasonable and mutually agreed project costs and time requirements. An Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive submittals to this RFP. The Evaluation Committee may request formal presentations/interviews from the short listed firms at a future date of which the format and presentation evaluation criteria shall be provided at the time of short listing. Participation in any phase of this RFP process, including the interview phase is at the sole expense of the firms replying to this RFP. The City shall NOT be responsible for any costs incurred by any firm in response to, or participation in, this RFP. Firms are requested to submit their qualifications submittals so that they correspond to and are identified with the following specific evaluation criteria: A. Project Understanding (25 POINTS): The firm's proposal adequately demonstrates an understanding of the Project and familiarity with the project area; familiarity with federally funded projects, related requirements, and processing projects through Caltrans District 8. Note: Firms should not simply restate the information contained in this RFP; this evaluation criteria requires that the proposal identify "critical issues" to the Project, identify an approach to resolving any critical issues, and otherwise provide additional information regarding the Project which supports the firm's ability to perform if selected. B. Scope of Work (25 POINTS): Proposed approach to the Project including the expected time commitment of key personnel, technical approach to the Project, and the emphasis placed on project phases. RFP#07-10 Page 5 of 10 Note: As this RFP has identified a General Scope of Work, evaluation criteria requires that the proposal identify a detailed scope of work to successfully implement the Project. The detailed scope of work must be identical to the format in which the Cost Proposal has been submitted — each sub-task must be identified in the firm's separately sealed Cost Proposal with a corresponding fee. C. Staff Qualifications (25 POINTS): Qualifications of the staff assigned to manage and provide services related to the Project; experience with federally funded projects, related requirements, and processing projects through Caltrans District 8. Note: This evaluation criteria requires that the proposal identify specific experience with federally funded projects coordinated through Caltrans District 8. Relevant experience must be demonstrated. D. Firm Qualifications (15 POINTS): Past experience with projects related to the outlined Scope of Work; experience with federally funded projects, related requirements, and processing projects through Caltrans District 8. E. Project Schedule (10 POINTS): Thoroughness and reasonableness of the project schedule with emphasis on processing requirements through Caltrans District 8; ability to maintain the project within the selected time frame. 7. PROPOSAL CONTENTS: Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 above. The submittals must be in an 8 '/2 X 11 format, may be no more than a total of thirty (30) pages (sheets of paper, double sided), including an organization chart, staff resumes and appendices, and cover letter. NOTE: Dividers, Attachments included in this RFP to be submitted with the proposal, and Addenda acknowledgments do NOT count toward the 30 page limit. Interested firms shall submit EIGHT (8) copies (one original plus seven copies) of its submittal by the deadline. All submittals shall be sealed within one package and be clearly marked, "RFP #07-10, REQUESTS FOR PROPOSALS FOR CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE & TRAFFIC MANAGEMENT CENTER". Submittals not meeting the above criteria may be found to be non-responsive. Within the package shall be included two envelopes, a "Technical Proposal" and a separately sealed "Cost Proposal". Envelope #1, clearly marked "Technical Proposal", shall include the following items: At a minimum, firms must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here. RFP#07-10 Page 6 of 10 SECTION A: PROJECT UNDERSTANDING A.1 Without reciting the information regarding the Project verbatim as contained in this RFP, convey an understanding of the intent of the Project and an understanding of the City's expectations upon implementation of the Project. A.2 Identify "key" or "critical" issues that may be encountered on the Project based on the firm's prior experiences; provide steps to be taken to ensure the issues do not affect the successful delivery of the Project. A.3 Discuss processing federally funded projects coordinated by Caltrans District 8 and generally convey an understanding of why Caltrans District 8 is involved and the partnering role the City and Caltrans have with the Project. SECTION B: SCOPE OF WORK B.1 Provide a detailed technical scope of work identifying all tasks and sub-tasks required to successfully implement all phases of the project. The outline of tasks and sub-tasks must be thorough and complete, and will be used as the scope of work included in the selected firm's contract. SECTION C. STAFF QUALIFICATIONS C.1 List the name and qualifications of the key staff/team members that will be assigned to the Project. Provide detailed qualifications of the Project Manager that will be assigned to the Project. C.2 List specific and relevant experience for the key staff/team members assigned to the Project with federally funded projects coordinated by Caltrans District 8. Detailed project information, including dates project started and completed, federal aid project number, local agency contact information, Caltrans Local Assistance staff contact information, and other appropriate supporting information shall be provided. C.3 List relevant experience with traffic signal interconnect and traffic management center projects. Experience with Intelligent Transportation System ("ITS") projects and federal ITS regulations, in accordance with the Code of Federal Regulations, Chapter 23, Section 940 (23 CFR 940), entitled "Intelligent Transportation System Architecture and Standards" shall be indicated. SECTION D: FIRM QUALIFICATIONS D.1 List the firm's complete name, type of firm (individual, partnership, corporation or other), telephone number, FAX number, contact person and E-mail address. If a corporation, indicate the state the corporation was organized under. D.2 List the name and title of the firm's principal officers with the authority to bind your company in a contractual agreement. D.3 Describe the firm's background and qualifications in the type of effort that this project will require, specifically identifying experience with federally funded projects coordinated by Caltrans District 8 for other public agencies. RFP#07-10 Page 7 of 10 DA Indicate the name of any sub-consultant firms that will be utilized to make up your team. Describe each sub-consultant's background and specific expertise that they bring to the Project. SECTION E: PROJECT SCHEDULE E.1 Provide a thorough project schedule identifying all tasks and sub-tasks identified in the detailed scope of work submitted with the Proposal, showing a schedule to deliver the Project in consideration of all reasonable and expected time frames necessary to coordinate the Project through Caltrans District 8. The schedule should include all phases of the project, including construction administration. For purposes of consistency between schedules, firms shall assume that a Notice to Proceed is issued to the firm on January 4, 2010. DEADLINE FOR SUBMISSION OF RFPs: All submittals must be received in the City of Palm Springs, Office of Procurement and Contracting by 2:00 P.M., LOCAL TIME, THURSDAY, DECEMBER 10, 2009. Proof of receipt before the deadline is a City of Palm Springs, Office of Procurement and Contracting time/date stamp. It is the responsibility of the firms replying to this RFP to see that any submittal sent through the mail, or any other delivery method, shall have sufficient time to be received by the Procurement Office prior to the proposal due date and time. late submittals will be returned to the firm unopened. Submittals shall be clearly marked and identified and must be submitted to: City of Palm Springs Division of Procurement and Contracting 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Cheryl Martin QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below WILL be cause for rejection of a submittal. Any questions, technical or otherwise, pertaining to this RFP must be submitted IN WRITING and directed ONLY to: Cheryl Martin Procurement Administrative Coordinator 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 via FAX (760) 323-8238 or via EMAIL: Cheryl.Martin@paimspringsca.gov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all guestions is Local Time, Monday, November 30, 2009. Questions received after this date and .__ time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. RFP#07-10 Page 8 of 10 FORM OF AGREEMENT: The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Services Agreement (see Attachment 5). Please note that Exhibits A, C, D E, and F are intentionally not complete in the attached document; (Exhibit B is completed and includes all appropriate federal regulations to be included in the Agreement). These exhibits will be negotiated with the selected firm, and will appear in the final Professional Services Agreement executed between the parties. Requested changes to the Professional Services Agreement may not be approved, and the selected firm must ensure that the attached document will be executed. Failure or refusal to enter into an Agreement or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide all of the services identified in the RFP document. However, the City reserves the right to award a contract to multiple Respondents or to a single Respondent, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the firm to be recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final. RESPONSIBILITY OF OFFEROR: All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP without an authorized signature, falsified any information in the submittal package, etc.), the submittal shall be rejected. PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, may be made public after the review process has been completed, negotiations have concluded and a recommendation for award has been officially agendized for City Council consideration, and/or following award of contract to a specific firm, if any, by the City Council. COST RELATED TO SUBMITTAL PREPARATION: The City will NOT be responsible for any costs incurred by any firm responding to this RFP in the preparation of their submittal or participation in any presentation if requested, development of any technical proposal if requested, or any other aspects of the entire RFP process. BUSINESS LICENSE: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". SUBMITTAL INFORMALITIES OR DEFECTS: The City of Palm Springs reserves the right to waive any informality or technical defect in an RFP submittal and to accept or reject, in whole or in part, any or all submittals and to seek new RFP's, as best serves the interests of the City. INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and RFP#07-10 Page 9 of 10 the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any submittal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. SIGNED SUBMITTAL AND EXCEPTIONS: Submission of a signed submittal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be included in the submittal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, insurance requirements, terms or conditions may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be approved. RFP#07-10 Page 10 of 10 ATTACHMENT "A" *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR PROPOSAL* REQUESTS FOR PROPOSALS (RFP) # 07-10 FOR CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE & TRAFFIC MANAGEMENT CENTER CITY PROJECT NO. 08-04 FEDERAL AID PROJECT NO. CIVIL 5282 (031) SIGNATURE AUTHORIZATION PROPOSER: ---------------------------- -------------- -------------------- A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my submittal. SIGNATURE TT B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: An individual; A partnership, Partners' names: A company; A corporation 2. My tax identification number is: __________________________ ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your submittal being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s)# is/are hereby acknowledged. RFP#07-10 Attachment"A" ATTACHMENT "B" *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR SUBMITTAL* REQUESTS FOR PROPOSALS (RFP) # 07-10 FOR CITYWIDE TRAFFIC SIGNAL INTERCONNECT UPGRADE & TRAFFIC MANAGEMENT CENTER CITY PROJECT NO. 08-04 FEDERAL AID PROJECT NO. CIVIL 5282 (031) DEBARMENT AND SUSPENSION CERTIFICATION TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 The Consultant, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, and manager: • Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years; • Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. Consultant Name: (Date) (Signature) (Name & Title) RFP#07-10 Attachment"B" ATTACHMENT 1 CITY OF PALM SPRINGS TRAFFIC SIGNALS & INTERCONNECTED CORRIDORS Table "A" -Traffic Signal Locations Intersection Video Detection 1. N. Palm Canyon Drive at Tachevah Drive No (To be upgraded) 2. N. Palm Canyon Drive at Tamarisk Road No (To be upgraded) 3. N. Palm Canyon Drive at Granvia Valmonte Yes 4. N. Palm Canyon Drive at Alejo Road Yes 5, N. Palm Canyon Drive at Amado Center No (Pedestrian Signal) 6. N. Palm Canyon Drive at Amado Road No (To be upgraded) 7. N. Palm Canyon Drive at Andreas Road No 8. N. Palm Canyon Drive at Desert Fashion Plaza No (Pedestrian Signal) 9. Palm Canyon Drive at Tahquitz Canyon Way Yes 10, S. Palm Canyon Drive at La Plaza Yes 11. S. Palm Canyon Drive at Arenas Road No (To be upgraded) 12. S. Palm Canyon Drive at The Village Green No (Pedestrian Signal) 13. S. Palm Canyon Drive at Baristo Road No (To be upgraded) 14. S. Palm Canyon Drive at Ramon Road No (To be upgraded) 15. S. Palm Canyon Drive at Camino Parocela No (To be upgraded) 16. S. Palm Canyon Drive at Sunny Dunes Road No (To be upgraded) 17. S. Palm Canyon Drive at Mesquite Avenue No (To be upgraded) 18. S. Palm Canyon Drive at Morongo Road No (To be upgraded) 19. S. Palm Canyon Drive at E. Palm Canyon Drive No (To be upgraded) 20. E. Palm Canyon Drive at Camino Real No (To be upgraded) 21. E. Palm Canyon Drive at Sunrise Way No (To be upgraded) 22. E. Palm Canyon Drive at Cerritos Road/Smoke Tree Lane Yes 23. E. Palm Canyon Drive at Smoke Tree Commons Yes 24. E. Palm Canyon Drive at Farrell Drive/Barona Road Yes 25. E. Palm Canyon Drive at Araby Drive/Escoba Drive Yes 26. E. Palm Canyon Drive at Auto Center Yes 27. E. Palm Canyon Drive at Cherokee Way No (To be upgraded) 28. N. Indian Canyon Drive at Garnet Avenue No 29. N. Indian Canyon Drive at San Rafael Drive No (To be upgraded) 30. N. Indian Canyon Drive at Racquet Club Road Yes 31. N. Indian Canyon Drive at Tachevah Drive No (To be upgraded) 32. N. Indian Canyon Drive at Tamarisk Road Yes 33. N. Indian Canyon Drive at Alejo Road Yes 34. N. Indian Canyon Drive at Amado Road Yes 35. N. Indian Canyon Drive at Andreas Road Yes 36. Indian Canyon Drive at Tahquitz Canyon Way Yes 37. S. Indian Canyon Drive at La Plaza Yes 38, S. Indian Canyon Drive at Arenas Road Yes 38. S. Indian Canyon Drive at Baristo Road Yes 39. S. Indian Canyon Drive at Ramon Road Yes 40. Sunrise Way at San Rafael Drive Yes This intersection will be upgraded as part of a separate project. RFP#07-10 Attachment 1 ATTACHMENT 1 CITY OF PALM SPRINGS TRAFFIC SIGNALS & INTERCONNECTED CORRIDORS 41. Sunrise Way at Racquet Club Road Yes 42. Sunrise Way at Via Escuela Yes 43. Sunrise Way at Tachevah Drive Yes 44. Sunrise Way at Alejo Road Yes 45. Sunrise.Way at Amado Road Yes 46. Sunrise Way at Tahquitz Canyon Way Yes 47. Sunrise Way at Baristo Road Yes 48. Sunrise Way at Ramon Road No (To be upgraded) 49. Sunrise Way at Sunny Dunes Road Yes 50. Sunrise Way at Mesquite Avenue Yes 51, Farrell Drive at Via Escuela No (To be upgraded) 52. Farrell Drive at Tamarisk Road Yes 53. Farrell Drive at Alejo Road No (To be upgraded) 54. Farrell Drive at Tahquitz Canyon Way Yes 55. Farrell Drive at Baristo Road Yes 56. Farrell Drive at Ramon Road No (To be upgraded) 57. Farrell Drive at Mesquite Country Club No (Golf Cart/ Ped. Signal) 58, Farrell Drive at Mesquite Avenue No (To be upgraded) 59. Tahquitz Canyon Way at Calle Encilia Yes 60. Tahquitz Canyon Way at Calle El Segundo Yes 61. Tahquitz Canyon Way at Avenida Caballeros Yes 62. Tahquitz Canyon Way at Sunset Way Yes 63. Tahquitz Canyon Way at El Cielo Road Yes 64. Ramon Road at Calle Encilia No (To be upgraded) 65. Ramon Road at Avenida Caballeros No (To be upgraded) 66. Ramon Road at Compadre Road No (To be upgraded) 67. Ramon Road at El Cielo Road No (To be upgraded) 68. Ramon Road at El Placer Yes 69. Ramon Road at Paseo Dorotea No (To be upgraded) 70. Ramon Road at Vella Road Yes 71. Ramon Road at San Luis Rey Drive Yes 72, Ramon Road at Crossley Road No (To be upgraded) 73. Dinah Shore Drive at San Luis Rey Drive Yes 74. Dinah Shore Drive at Crossley Road Yes 75. Racquet Club Road at Avenida Caballeros Yes 76. Gene Autry Trail at Via Escuela Yes 77. Vista Chino at Greens Way Yes 78. El Cielo Road at Baristo Road Yes 79. Baristo Road at PSHSI / Palm Springs Mall Yes RFP#07-10 Attachment 1 ATTACHMENT 1 CITY OF PALM SPRINGS TRAFFIC SIGNALS & INTERCONNECTED CORRIDORS Table "B"—Synchronized Corridors Existing Communications Corridor Name Technology number of locations North Palm Canyon Drive Signal Interconnect Cable (7) Tachevah Drive to Desert Fashion Plaza South Palm Canyon Drive Signal Interconnect Cable (12) Tahquitz Canyon Way to Camino Real East Palm Canyon Drive Combination of: Microwave (1) Camino Real to Cherokee Way 900 MHz Spread Spectrum (6) Indian Canyon Drive 900 MHz Spread Spectrum (10) Tachevah Drive to Ramon Road Sunrise Way 900 MHz Spread Spectrum (6) Tachevah Drive to Mesquite Ave Tahquitz Canyon Way Signal Interconnect Cable (7) Calle Encilia to El Cielo Combination of: Ramon Road Signal Interconnect Cable (1) Calle Encilia to Crossley Road Microwave (7) 900 MHz Spread Spectrum 4 RFP#07-10 Attachment 1 ATTACHMENT 2 CITY OF PALM SPRINGS CMAQ GRANT APPLICATION COPY OF CITY'S GRANT APPLICATION FOLLOWS THIS PAGE RFP#07-10 Attachment 2 APPLICATION FORMAT I. APPLICANT INFORMATION Lead Agency: City of Palm S rin s Address: 3200 Tah uitz Canyon Wa Palm Springs, CA 92262 Contact Person: Richard B. Jenkins Title: Traffic Engineering Assistant Telephone#: 760-323-8253-8739 Fax#: 760-322-8371 E-mail Address: Rich�enkins palM.Q-nrinas-ea. ov If Joint Project,include partner agency name, contact person, and phone number: Project Name: Palm Spring's Traffic Management Center MC Project Description: This project will advance the interconnected signal timing to be unified 'citywide, coordinate the communications equipment bringing them all onto the same communications platform for the transmission of complete data and the dissemination of information to the ublic. Project Limits: Citywide Palm Springs with provision for expansion into neighboring cities as a regional Traffic Mana ement Center. Amount CMAQ Requested: $1,843,046 _Sources of Match: Gas Tax Amount of Match: $238,786 Total Project Cost: $ 2,081,832 11. SCHEDULE AND BUDGET mom. CMAQ Funds will be made available as soon as the project is included in the FTIP. Non-capacity enhancing projects or projects that do not require.modeling can be included as an Administrative,Amendment to the FTIP and will take approximately 4-6 months to process after CVAG's adoption of the program. Capacity Enhancing and/or projects that require transportation modeling would be included in the 2008 FTIP, which would be processed and federally approved in October 2008. Amount(In 0001s) Projected Projected Start Date End Date o/Yr o/Yr Components CMA $ Other$ Other$ Environmental $10;624 $1,376 09/08 09/09 Design&Engineering $188,101 $24,371 09/09 03/10 ROW/Site Ac uisition. $01. $0 N/A N/A Construction $590,460 $7.6,500, 03/10 03/11 Equipment to be urchased $1,053,86I $136,539 Included in.construction Project CoMletion 03/11 TOTAL $1,843,046 $238,786 CVAG'S CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE—PAGE 1.OF 16 1H. SCOPE OF WORK ' A. Fully describe the proposed project. Include details on the tasks involved with project desip,development and im lementation. The City of Palm Springs will implement the proposed improvements through a series.of related tasks as noted below. 1. Citywide Needs Assessment: The City of Palm Springs has several interconnected corridors that are coordinated independently of one another. This task would evaluate and adjust current timing plans, communications technologies and identify revisions needed to bring the system into a more unified approach to managing traffic flows and fluctuations on a citywide basis rather than corridor by corridor. The goal is to use peer to peer technology to allow the corridor to operate in a more symbiotic method. The needs assessments will investigate ways to provide staff with a more accurate and complete picture of traffic conditions than is currently in operation.' The needs assessment will also look at methods for disseminating real time traffic information to the public, allowing drivers to make intelligent decisions about their routes. The needs assessments study will determine a way of replacing the current method of providing information to the media with more accurate and timely broadcasts of traffic information. It is expected that the needs assessment will make recommendations that closely represent the tasks that follow. 2. Fiber Optic Communications: The City currently has a wireless LAN connection that supports communications from the City's Information Technology(IT) communications room to the central computer located at the Communications Tower. However, there is a deficiency in the communications network for this system. The City proposes to cure this deficiency by connecting the City's IT hub to the Traffic Management Center that will complete the communication link from the Traffic Management Center to the field devices. This requires approximately 1800 feet of new conduit and 2200 feet of new fiber optic cable and associated communications hardware. 3. Palm Springs Traffic Management Center: The City has an existing Traffic Management Center comprised of one workstation and a monitor,, For improved overall transportation management, the City proposes to expand the Traffic Management Center to include a new workstation and a video wall comprised of multiple video displays. The Traffic Management Center upgrades will provide the City with.added capability to monitor traffic and improve response times to traffic congestion or other issues. Additionally, the communication network will be re-designed to allow for the transmission of video images and detection data from the video detection in the field to the Traffic Management Center allowing for real time monitoring and data collection. 4. Upgrade the City's Traffic Signal System: The City currently uses QuicNetl4 and serial communications software in the traffic signal controllers. This software only displays vehicle activations or a lack of activations, and does not display the number of vehicles in a queue. It is impossible to determine from the data transmitted to the Traffic ' Management Center whether or not the vehicle detection has failed. As a way to improve response time 'to traffic congestion, the City proposes to upgrade the technology currently used on the traffic signal and interconnect systems of the City's major arterials, such that video images and other data may be transmitted from the existing video detection cameras. New video detection systems will be added at major arterial intersections that currently use old or outdated inductive vehicle detection systems. Upgraded video detection and software systems that can transmit real-time data to the Traffic Management Center will allow City staff to monitor congestion and modify timing quickly and efficiently, as needed. The City's existing traffic signal interconnect software will also be upgraded to the latest version of QuicNet, and CVAG'S CMAQ CALL FOR PROJECTS-APPLICATION PACKAGE-PAGE 2 OF 16 communications will be updated to an Ethernet based system. Two of the City's major arterial corridors, East Palm Canyon Drive and Ramon Road, currently use outdated Microwave technology to transmit controller data to the Traffic Management Center. Microwave system equipment is not compatible with current data transmission technology, is unreliable, and is no longer supported by the manufacturer. Microwave system technology does not adequately synchronize the traffic flow as originally envisioned 15 to 20 years ago. This technology is antiquated. Upgrade of traffic signal interconnect technology to an Ethernet based system allows for the transmission of real- time data on multiple data strings and real time video data over the.same radio system which will improve the overall reliability of communications with the traffic signal controllers,,and provide the City with additional features for the operation of the traffic signal.system. Only two of the existing controller cabinets will require replacement.All other controller equipment in the field will need minor programming work to be upgraded to an Ethernet based system. 5. Traveler Information: The City proposes to disseminate real-time traffic information data to the public over the City's existing web site and public access television channel. The combined dissemination of traffic data over the Internet and on public access television will allow the City to provide up to date traffic information to the public including traffic conditions, construction, accidents, and congestion. An ability._to disseminate real-time traffic data information will increase the timeliness and accuracy of traffic data reported to the public. The current method of disseminating traffic data information to the public requires information being collected from various sources and the information being distributed by e-mail through the Police Department dispatch center, media outlets and staff. A problem with the current method is misinterpretation of the traffic data information, lack of timeliness to disseminate the information to the public, and inability to disseminate-the information in a timely manner that is consistent with the television broadcast schedule. The installation of three weather cameras at key areas and the transmission of video images to the Internet and public access television will allow for the public to view real-time traffic conditions. CVAG'S CMAQ CALL FOR PROJECTS-APPLICATION PACKAGE-PAGE 3 OF 16 B. Describe in detail who will manage the project and how the work will be carried out(in- house or contract labor). Discuss the procedure for purchase of any equipment required. Specific study and design services will be completed by contracting with qualified consultants in the traffic engineering field. Contract administration for all phases of this project will be overseen by City staff. Much of the specific communications and data collection equipment will require compatible equipment with existing hardware or software. The needs assessment study will specifically identify the type of hardware and software for the upgraded traffic signal interconnect communication system, to allow for the most efficient use of CMAQ funding. All hardware and.software equipment obtained for this project will be obtained through the City's standard procurement process, ensuring that the lowest possible price is identified in the acquisition of the equipment. Contract services will be solicited by way of a request for proposal, and an evaluation process will be established to ensure the most qualified firms are contracted. Construction of the upgraded.traffic signal interconnect system will occur using the City's standard public bid process, ensuring an open and transparent procurement process and receipt of the lowest, responsible bid. Maintenance and operations staff'will be intimately involved in each step of the process to. ensure that staff acquires the knowledge needed to operate and maintain all elements of the upgraded traffic signal interconnect system. C. Indicate the Environmental Document type for the project (Neg. Declaration, CE, EIR, etc.) and the estimated approval date: Ne ative Declaration, Sept. 2009 CVAG'S CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE—PAGE 4 OF 16 IV. STATEMENT OF BENEFIT Specifically address the project benefits according to the following Project Selection Criteria. (Remarks in parentheses request specific additional information or provide clarification to criteria). By starting the project with an in-depth review of existing conditions by an engineering firm that specializes in coordinated, interconnected systems, staff and the CMAQ grant program can ensure that grant funding is being spent in as efficient a manner as possible. Major arterials that are currently operating individual synchronized timing plans do not consider platoons of traffic coming from an intersecting major arterial. Each major arterial is timed with the emphasis on the progression of traffic along that specific major arterial. This results in a progression of traffic on one of the major arterials, while traffic progression on the intersecting major arterial is delayed. In some cases,major intersections have significant progression issues. Traffic progression is sometimes lost as traffic reaches critical intersections. Current methods of managing traffic signal timing and operational issues require that City staff travel to an intersection to adjust and observe traffic signal timing. Complaints received by the City must be verified by driving to the location and verifying the problem. Complaints received at night or on weekends require that City staff visit the intersection the following business day. As a result, these complaints are not responded to in a timely fashion, and staff is required to duplicate the specific problem during daytime traffic signal operation. Traffic data surveys, i.e. turning movement counts and average daily traffic (ADT) can only be obtained_by contracting the services with data collection companies, which can take several months to complete. The proposed updated traffic signal interconnect system, and an ability to transmit real. time video detection data will allow staff to review more intersections quickly. Intersections at which the City receives complaints at night or on weekends can be recorded and reviewed the next business day. Greater efficiency to review previous problems encountered in the field is made possible by obtaining actual field data from the intersection and reviewing the data at the Traffic Management Center. Because the video detection systems already used by the City can obtain several types of traffic data, this data can be surveyed at multiple intersections at the same time and the traffic data can be transmitted to the Traffic Management Center on a more frequent basis. Time spent performing traffic studies can be significantly reduced. Split monitor event studies, which are rarely done now, can be completed from the Traffic Management Center with great speed and accuracy. When the public has a concern regarding traffic delay, staff can corroborate the issue and respond more quickly. Traffic volume changes can be .analyzed and timing adjusted more frequently. Being able to view locations in real-time will give staff an instantaneous picture of current traffic conditions.and will significantly improve i nt staffs ability to adapt traffZc signal timing and operations accordingly. CVAG'S CMAQ CALL FOR PROJECTS-APPLICATION PACKAGE-PAGE 5 OF 96 A. Air Qualit Projects that will result in improved air quality. (Discuss and document how the project will contribute to attainment of the NAAQS and/or demonstrate consistency with the California Clean Air Act or 2003 Air Quality Management Plan) Although the City currently has traffic,signal interconnect systems on most of its major arterials, much of the interconnect system technology is outdated and inefficient. The intended improvement to traffic progression along the major arterial does not occur. Significant improvements with the hardware and software of traffic signal interconnect systems allows traffic progression to be maintained, resulting in reduced traffic congestion and delay. The net result is the avoidance of queues of vehicles stopped at intersections further contributing to degradation of air quality. Please complete the appropriate Air Quality Assessment Input Data Sheet and attach it to your project application. B. Cm estion Mitigation Discuss and document how the project/program will result in congestion reduction. Complete both 1 and 2. 1) Qualitative Analysis: Current Level of Service (LOS) at most of the City's major intersections varies from LOS C to LOS D with a few locations operating near a LOS E. A more unified approach to traffic signal coordination,rather than an individual corridor by corridor approach, will reduce traffic delays especially where two major arterials intersect. A unified approach will improve air quality by reducing pollutants created during traffic congestion and delays. 2)Quantitative Analysis:Recommended methodology.—Highway Capacity Manual Indicators Existing After Improvement Average Daily Traffic all corridors 150,000 150,000 Level of Service D C Vehicle Miles or Hours of Travel saved per year N/A N/A Hours of Delay saved per year 912,500 CVAG'S CMAQ CALL FOR PROJECTS-APPLICATION PACKAGE--PAGE 6 OF 16 C. Safety Projects which will result in improved safety. (Discuss and document how the project will improve safety, Include data on the number of accidents.and/or fatalities in the area over the last 3 years as wells as other factual information) One of the components of this project is the installation of three video cameras to monitor flood and wind conditions at our three major White Water River crossings at Indian Canyon Drive, Gcne Autry Trail, and Vista Chino. These crossings are subject to frequent closures due to flooding or blowing sand. When inclement weather occurs, City staff is required to assess the need to close these at-grade river crossings by driving to the site to'verify flooding or visibility conditions. The installation of video cameras for weather monitoring will allow City staff to view the locations in real-time, allowing for an immediate assessment of the need to close or re- open the at-grade river crossings. An ability to react in real-time reduces delay to traffic by allowing these roads to be closed only when absolutely necessary and to be re-opened as soon as is reasonably safe. By transmitting the video data from these cameras to the public information system, the general public can view the condition of the at-grade river crossings to determine an apprppriate route to their destination. It also allows the local media to view the at-grade crossings and to report inclement weather conditions to drivers over the radio. By viewing real-time data through the public information system, the public and media need not rely on City staff to send reports on road closures that are delayed due to the time required to drive to the site to verify the condition, and return to City Hall and disseminate the information. D. Project Readiness Projects ready and as close to construction as possible and leveraging other funds to support the project. (Discuss timeframe for project implementation and any anticipated barriers in project completion. Address other funds used to match/support the project. If the project requires on going funding, include discussion on what funding will be used for continuing operation.) The basic infrastructure is already in place. The existing corridor timing can continue to operate as modified timing plans and strategies are developed for the remainder of the City. The controllers, video detection systems and most of the traffic signal.interconnect hardware exists and requires only minor. work to be upgraded with traffic signal interconnect technology compatible with the improved communications network. Matching Gas Tax funds for the needs assessment study have been included in the City's approved 2007/2008 budget. E. Cost Effectiveness Projects which will results in cost effectiveness. (Discuss and document how the project will be cost effective in emission reductions.) This project is effective in that for $2 million dollars nearly l million hours of delay will be saved annually along with the improved air quality from reduced vehicle delay. Much of the infrastructure such as controllers, controller cabinets, video cameras and communications conduit runs already exist and are sufficient to handle the improved communications equipment. Only a conduit run between the Communications tower and City Hall is required. The. city is planning on using numerous existing detection cameras as traffic surveillance units giving us citywide deployment without the-cost-of cameras and their associated hardware and mounting platforms. . CVAG'S CMAQ CALL FOR PROJECTS-APPLICATION PACKAGE-PAGE 7 OF 16 Traffic Management Center software (BiTran) is in place and will only require some reprogramming to handle the modified data format and video data to be transmitted to the existing Traffic Management Center. City staff training will be minimal as staff is currently familiar with both the hardware and software components of the upgraded traffic signal interconnect system. CVAG'S CMAR CALL.FOR:PROJECTS—APPLICATION PACKAGE—PAGE 8 OF 16 V. Please attach an 8 % x 11 Site Map/Plan VI. CERTIFICATION I certify that the information presented herein is complete and accurate and :if this agency receives funding it will be used solely for the purposes stated in this application. Additionally, I certify that these funds will not supplant other federal, state or local funding available for the same purposes as the project/program. u �cl Signature Title Dat CVAG'S CMAQ CALL FOR PROJECTS--APPLICATION PACKAGE--PAGE 9 OF 16 AIR QUALITY ASSESSMENT INPUT DATA (Return applicable page(s)as part of your CMAQ application) A. PROJECT AIR QUALITY BENEFIT DESCRIPTION: In the space below, please provide a concise description of how the proposed CMAQ project will contribute to air quality improvement. A separate sheet can be attached if desired, Please label the attached sheet "Air Quality Assessment Input Data". The proposed project will decrease traffic delay citywide by taking a unified approach to signal timing. The project will provide the.City of Palm Springs with the latest technology available to allow the local controllers to analyze conditions and choose the best timing plan for conditions at that location and the adjacent signals. The system will use a peer to peer approach with the central system supervising the timing plan changes. This allows the citywide system to fluctuate the timing based on conditions rather than by time of day. The inclusion of video image and data transmission will allow for real time monitoring of conditions so that operations staff can ensure smooth traffic flows and manage unexpected events and conditions that the central system may not have the ability to adapt to. Broadcasting conditions to the public, including those at river crossings, will provide for a more educated public and allow motorists to plan trips based on congestion and other traffic events. The web based application will permit motorists traveling into the area to plan trips based on expected conditions due to long term closures from construction or special events. Commercial traffic will be able to view conditions via the internet and plan for the delivery of goods and help there avoid unnecessary idling time, reducing congestion emission of pollutants into the atmosphere and reducing fuel consumption. B. QUANTITATIVE ANALYSIS: CVAG staff will calculate t missions reductiorikattributable to each proposed CMAQ project. Proposers do not need to submit arithmetic calculations as part of their proposal. However, to assist CVAG and the Technical Advisory Committee members in accurately assessing the air quality benefits of your proposed project please provide all requested input data, as applicable to your project category. CVAG staff will analyze each proposed project using emission calculation methodologies recommended by Caltrans and the California Air Resources Board. Input Data templates are provided on the following pages for the eleven project categories: 1. State Highway/Local Roads—Capacity increasing 2. State Highway/Local Roads—Traffic Congestion d peleY Red.yction 3. State Highway/Local Roads' 4. Public Transit—Purchase of Buses 5. Public Transit Operation of New Transit Bus Service 6. Inter-city Rail Service 7. Bicycle Facilities 8. Pedestrian Facilities 9. Grade Separations 10. Transportation Demand Management 11. intermodal Facilities CVAG'S CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE-PAGE 10 OF.16 AIR QUALITY ASSESSMENT INPUT DATA—continued PLEASE RETURN THE APPLICABLE EMISSIONS REDUCTION DATA INPUT FORM(S) WITH YOUR PROPOSAL. The eleven listed categories do not encompass all eligible CMAQ project categories. Should your project fall outside of the eleven listed categories, please provide the necessary air quality improvement input data as a separate attachment and label this attachment "Supplemental Air Quality Assessment Input Data". Please note that proposers are not precluded from submitting their own emissions reduction calculations. Any calculations submitted will, however, be reviewed by CVAG staff and are subject to revision to insure consistency in evaluation among all candidate projects. PROJECT CATEGORY 1: STATE HIGHWAY/LOCAL ROADS—CAPACITY INCRE SING Category Definition: This category includes projects that increase the carrying capacity of a state or local roadway. This includes, but is not limited to, HOV lane construction, mixed flow lane construction, roadway widening, etc. Please Provide the Following Input Data for the Road Segment Affected by the Proposed Capacity Enhancement Project: Length of Roadway Segment(miles) Traffic Volume—"Before Project" Traffic-Count Data OR Before ^ Project Average Daily Traffic(ADT) Traffic Volume—"After Project"Traffic Count Data OR After Project Average Daily Traffic(ADT) "Before Project" Average Vehicle Speed (determined by "floater� car"data or other measurement) "After Project" Estimated Average Vehicle Speed (determined by transportation simulation, volume/capacity ratios, Level of Service (LOS)tables, or other methods) PROJECT CATEGORY 2: STATE HIGHWAY/LOCAL ROADS—TRAFFIC CONGESTION AND DELAY REDUCTION (NON-CAPACITY INCREASING) Category Definition_ This category includes projects that improve traffic flow by reducing delays at intersections, on ramps, etc. This includes, but is not limited to: auxiliary lanes between adjacent intersections, intersection reconstruction, two-way left turn lanes, channelization, ramp reconstruction, roadway realignments, etc. CVAG'S.CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE—PAGE 11 OF 16 AIR QUALITY ASSESSMENT INPUT DATA continued Please Provide the Following Input Data for the Road Segment and Congested Period (€.e., AM Peak Hours and PM Peak Hours)Affected by the Traffic Congestion/Delay Reduction Project: Traffic Volume — "Before Project" Traffic Count Data OR Before Project Average Daily Traffic(ADT) Traffic Volume--"After Project"Traffic Count Data OR After Project Average Daily Traffic(ADT) Duration of Congested AM Peak Period (number of a.m. hours that significant delay occurs) Duration of Congested PM Peak Period (number of p.m, hours that significant delay occurs) "Before Project" Average Vehicle Delay (average vehicle delay at intersection, turning lane queuing, onramp,etc.) "After Project" Estimated Average Vehicle Delay (average vehicle delay at Intersection, turning lane queuing, onramp, etc.) STATE HIGHWAY/LOCAL ROADS—TRAFFIC$1GNA STALLATION/INTERCONNECT Category Definition. This category includes projects that propose to: a) replace an existing stop sign or four-way stop with a traffic signal; b) interconnect and coordinate newly implemented traffic signals with other signals along the corridor; and c) improvements to signal timing that reduce overall vehicle stops and delays. NOTE: Signal timing and.other actions that increase traffic speeds and flows to the detriment of overall traffic performance or that offer a significant inducement to travel by automobile are not air quality beneficial. Speed improvements to greater than 30 mph increase NO., emissions and may be counterproductive to improving air quality. Emissions reductions in Reactive Organic Gases LROPJ and NOx are associated with increasing average traffic woods to up to 30 mph. • NO.,emissions start increasing when average vehicle speeds are greater than 30 mph Carbon monoxide emissions start increasing when average vehicle speeds are greater than 45 mph • ROG emissions start increasing when average vehicle speeds are greater than 50 mph CVAG'S CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE—PAGE 12 OF 16 AIR QUALITY ASSFESSMENT INPUT DATA—continued Please Provide the Following Input Data for E c h Road Segment and Congested Period (i.e., AM peak and PM peak)Affected by the Proposed Signalization/Signal Interconnect Project: North East Palm Cyn Indian Sunrise Ramon Tahquitz Palm Cyn [raffic ngth of Roadway Segment(miles) 3 2 3 3 2 3 Volume During Congested Period-"Before Project" 23 17 19 39 16 36 Traffic Count Data OR Before Project Average Daily Traffic (ADT)(thousands) Traffic Volume During Congested Period-"After Project'.' 23 17 19 39 16 36 Traffic Count Data OR After Project Average Daily Traffic . (ADT)(thousands) . "Before Project"Average Vehicle Speed During Congested 3S 31 39 39 35 40 Period(determined by"floater car"data or other measurement) `After Project"Estimated Average Vehicle Speed During 35 35 45 45 40 45 Congested Period(determined by transportation simulation, volume/capacity ratios,Level of Service(LOS)tables,or other methods) `Before Project"Average Vehicle Delay(average vehicle 30 30 20 35 15 30 delay due to stop sign queuing,etc.) (seconds per vehicle) "After Project"Average Delay(average vehicle delay due to 20 15 15 25 15 20 stop sign.queuing,etc.) (seconds per vehicle) PROJECT CATEGORY 4: PUBLIC TRANSIT—PURCHASE„OF BUSES Category Definition: The purchase of transit buses that are certified to be less polluting than a typical new bus or an engine replacement that converts the bus into a less polluting vehicle (cleaner re-power). For emissions reductions to be credited to the project, the vehicle(s) purchased must emit less pollution than conventional new diesel buses meeting current emissions standards_ Please Provide the Following Input Data for Each New or Re-powered Transit Bus Proposed: . Vehicle Type, Make, and Model .__........ New Engine Make and Model Old Engine Make and Model (if re-power) New Engine Fuel Type(CNG, LNG, LPG, etc, .._._..-_.-....._.,�.._.. Old Engine Fuel Type(if re-power) .-..�.-.._..........___._ Estimated Vehicle Life(years) Annual Vehicle Miles Traveled(VMT) Annual Vehicle Hours of Operation _....... ------- ._- CVAG's CMAQ CALL FOR PROJECTS—APPLICAT161V PACKAGE—PAGE 13 OF 16 AIR QUALITY ASSESSMENT INPUT DATA-continued PROJECT CATEGORY 5: OPERATION OF NEW TRANSIT BUS SERVICE Category Definition: New, extended, and increased-frequency provide additional hours of bus service per year and serve additional people. These are fixed-route services implemented by transit agencies. . (Cleaner, alternative-fuel buses should be used in the bus service expansions in order to offset the additional emissions created from the new transit service and achieve an overall project net emissions reduction.) Please Provide the Fallowing Input Data for Each New Transit Service Route Proposed: Number of Operating Days per Year Average Daily Ridership of New Service Average Length of Automobile Trips Replaced(miles) Percent of Riders Who Drive to the Bus Service Annual Vehicle Miles Traveled(VMT)for the.New Transit Service Percent of Riders Who are Transit Dependent PROJECT CATEGORY 6: INTER-CITY RAIL ICE Category Definition:New, extended, and/or increased-frequency of commuter rail services. Please Provide the Following Input Data for&Lch New Transit Service Route Proposed: Number of Operating Days per Year Average Daily Ridership of New Service Average Length of Automobile Trips Replaced(miles) Percent of Riders Who Drive to the Rail Station Percent of Riders Who are Transit Dependent CVAG'S CMAQ CALL FOR PROJECTS--APPLICATION PACKAGE—PAGE 14 OF 76 AIR QUALITY ASSESSMENT INPUT DATA—continued PROJECT CATEGORY 7: ICYCLE FACILITIES Category Definition: Bicycle paths (Class 1) or.bicycle lanes (Class 2) are targeted to reduce commute and other non-recreational automobile travel. Class 1 facilities are paths that are physically separated from motor vehicle traffic. Class 2 facilities are striped bicycle lanes giving preferential or exclusive use to bicycles. Bicycle lanes should meet Caltrans'full-width standard depending on street facility type. Please Provide the Following Input Data for Each New Bicycle Facility Proposed: Type of Bicycle Facility(Class 1 or Class 2) Length of Bicycle Path or Lane(miles) Average Length of Bicycle Trip(miles) Average Daily Traffic Volume on Roadway Parallel to Bicycle Facility(ADT) City Population(number of residents) List Types of Activity Centers in the Vicinity of the Bicycle Facility(e.g., bank, church, hospital, park&ride lot, office park, light rail station, post office, public library, shopping center, grocery store, university, community college; elementary school, etc.) PROJECT CATEGORY 8: PEDESTRIAN FACILITIES Category Definition: Pedestrian facilities replace automobile trips by providing or improving pedestrian access. An example is a pedestrian over crossing over several lanes of heavy traffic providing a safe walking access to adjacent activity centers. Please Provide the Following Input Data for Aggft New Pedestrian Facility Proposed: Estimated Number of Weekly One-Way Automobile Trips Eliminated CVAG'S CMAQ CALL FOR PROJECTS-:APPLICATION PACKAGE—PAGE 15 OF 16 AIR QUALITY ASSESSMENT INPUT DATA- continued PROJECT CATEGORY 9: GRADE SEPARATIONS Category Definition: Includes construction of rail or roadway over crossings, under crossings, etc, to eliminate traffic flow interruptions at grade crossings. Please Provide the Following Input Data for Each Grade Separation Proposed: Traffic Volume — "Before Project" Traffic Count Data OR Before Project Average Daily Traffic(ADT) Traffic Delays— "Before Project" Average Daily Delay (i.e., average amount of time, on a daily basis, that trains block the roadway) PROJECT CATEGORY 10: TRANSPORTATION DEMAND MANAGEMENT Category Definition: Programs that reduce and/or eliminate automobile trips and vehicle miles traveled. Please Provide the Following Input Data for the Proposed Transportation Demand Management Project: Number of Weekly One-Way Automobile.Trips Eliminated Average Length of Automobile Trips Eliminated . PROJECT CATEGORY 11. INTERMODAL FACILITIES Category Definition: Facilities that support the movement of goods into and through the region, including transfer facilities, cargo terminals, freight distribution facilities, etc. Intermodal facilities can improve the efficiency and effectiveness of goods movement and result in a net reduction in vehicle miles traveled. Please Provide the Following Input Data for the Proposed Intermodal Facility Project: Estimated Total Annual Reduction in Truck Vehicle Miles Traveled (e.g., truck VMT eliminated by using rail for goads movement) CVAG'S CMAQ CALL FOR PROJECTS—APPLICATION PACKAGE—PAGE 16 OF 16 2007 CMAQ GRANT APPLICATION- FUNDING ITEMIZATf01V Equipment Product Unit Price Unit Encom Ethernet Radio Quant Extension QuicNet $5,000.00 EA 47 $235,000.00 lteris Systems Hardware 1 Software $19,000 00 LS 1 $19,000M $5ti Fiber Optic Cable ,000.00 LS 1 $50,000.00 U5.00 LF 2200 $55,000.00 Video Transmission Equipment $1,600.00 EA 90 Video Detection Equipment $22,000.00? LS ZO $135,000.00 170 controller chip set $440,000.00 $250.00 EA 80 170E controller and cabinet $20,000.00 $10,000.00 L5 2 $20,000.00 Weather monitoring cameras $6,000.00 EA 3 $18,000.00 Equipment Sub Tat al $992,000.00 Equ pnaent Ca rrag oy $'195,4M0 ;- (20%) Labor (11.47%) CMAQ. $1,.053,861.12 (88.53%) Equipment Total $1,190.400.00 Activity Unit Price Unit Quant Extension Citywide needs assessment $75,000.00 LS' 1 $75,000.00 Encom Ethernet Radio $700.00 EA 47 $32,900.00 - Rewire for video detection* $25,000.00 EA 5 $125,000.00 Quicl�IeU Set Up $9,900.00 LS 1 $9,900.00 iteris Systems Software $15,000.00 LS 1 $15,000.00 Fiber Optic Cable - $55.00 FT 1800 $99,000.00 Video Transmission Equipment $500.00 EA 90 $45,000.00 Video Detection Installations $5,000.00 EA 20 $100,000.00 170 controller reprogramming. $200.00 EA 80 $16,000.00 170E controller and cabinet $13,000.00 EA 2 $26,000.00 Weather monitoring cameras $4,000.00 LS 3 $12,000.00 Labor Subtotal $555,800.00 *AssumesLabor'CanU096MY $1 il,284.00 (20%)new conductors for the entire intersection. Labor Total $966,960.00 {11.47%) Labor CMAQ $590.459.69 (88.53%) Enuiromentw Subtotal $10.0001-00 Enri wnental CenNrQmcy: $2 DW.ff0 (20%) Enviromentai Total $12,000.00 T�.. Enviromental CMAQ $10,623.60 (88.53%) Design&Eng'Ing Subtotal $177,060.00 Design&-Englrig Omt1reepcy $35,412 00. (20%) Design&Eng'ing CMAQ $188,101.46 Design&En 'in9 Tofaf $212,472.00 Project Total $2,081,032.00 CMAQ Furidin Re uesied' $1,843,045.87 (88.53%) ATTACHMENT 3 GENERAL SCOPE OF WORK General Scope: Evaluate the City of Palm Springs' existing isolated "local" traffic signals and existing interconnected corridors; recommend and design an improved communications system; implement updated traffic signal timing; and specify a central software system. All services shall be provided in compliance with ITS regulations per Caltrans' Local Assistance Program Guidelines, Chapter 12.6 Intelligent Transportation Systems. This project is considered a Minor ITS Project and will follow the traditional Preliminary Engineering procedures. The System Engineering Review Form (SERF) and the Systems Engineering Management Plan (SEMP) will not be subject to Federal Highway Administration review and approval. PHASE 1: ENVIRONMENTAL APPROVAL & PROJECT DEVELOPMENT • Project Management — Coordinate and attend meetings; perform all project management coordination necessary to maintain the Project Schedule. • Environmental Approval — Perform all required environmental research and analysis necessary for the project, pursuant to CEQA and NEPA requirements, as well as the policies and procedures contained in Caltrans' Environmental Handbook and Local Assistance Procedures Manual. Prepare an Initial Study leading to a Mitigated Negative Declaration ("IS / MND") in accordance with CEQA regulations; and a Categorical Exclusion in accordance with NEPA regulations. • System Survey — Survey the existing traffic signal interconnect systems and obtaining all necessary documents, studies, reports, as-built plans, record drawings, record maps and surveys, and any other pertinent data required to complete the project. • Systems Engineering Management Plan (SEMP)— Develop a SEMP for the project. • Recommendations— Identify improvements to all isolated "local" traffic signals and existing interconnected corridors to allow simultaneous communications with multiple pieces of traffic signal hardware within the traffic signal cabinets through the use of a new traffic signal centralized coordination software system; recommend improvements to facilitate video detection system transmission to centralized Traffic Management Center; develop a Traffic Management Center at City Hall; evaluate Wi-Fi web / intranet system for City use on Wi-Fi enabled computers; identify methods of providing real-time traffic information to the public; and other recommendations necessary to implement the Project. PHASE 2: ENGINEERING DESIGN — PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E) • Design — Prepare plans, specifications, and estimates (PS&E) for implementing the Project. • Traffic Signal Timing — Obtain required traffic data and develop traffic signal timing plans for all isolated "local" intersections, and coordinated timing plans for all interconnected corridors. • Software Graphics — Prepare intersection graphics for all existing signalized intersections as required for new traffic signal centralized coordination software system. • Construction Authorization — Prepare all necessary applications and forms ("Request for Authorization package") required to obtain authorization from Caltrans District 8 to proceed with construction of the Project. RFP#07-10 Attachment 3 ATTACHMENT 3 GENERAL SCOPE OF WORK PHASE 3: CONSTRUCTION ADMINISTRATION • Caltrans Coordination — Provide all necessary coordination with Caltrans District 8 to ensure compliance with all state and federal regulations applicable to the Project. Prepare "Award Package" and federal grant reimbursement invoices for submittal to Caltrans District 8. Ensure all DBE forms are prepared and completed, and all DBE requirements are satisfied. • Pre-Construction Meeting - Organize and coordinate a pre-construction conference with the construction contractor and sub-contractors, City staff, project designer, utility companies, and any other agencies required to attend. Prepare an outline for the pre- construction conference, reviewed and approved by the City. • Construction Meetings - Regularly scheduled coordination and status meetings to review project status and budget; facilitate decision making; and discuss issues that have the potential of adversely affecting the project budget, schedule, or product. Consultant shall prepare meeting agenda in consultation with City project manager, distribute agenda prior to meeting, arrange for appropriate participants to attend, and distribute meeting notes for regular project status meetings and public meetings. • Contract Documents - Implement the plans and specifications as necessary to protect the City against defects and deficiencies on the part of the contractor, and maintain the project budget and schedule. • Labor Compliance - Perform state and federal labor compliance tasks, including verifying certified payrolls, subcontractor utilization, and labor interviews. • Progress Reports - Prepare weekly and monthly progress reports and submit to the City. The reports will address the progress of the work, the project schedule, information/decisions required to maintain the schedule and complete deliverables, problems encountered that may affect schedule, budget, work products, anticipated work for the following week and month, and should contain photographs documenting the progress of the work, • Utility Coordination - Coordinate with the appropriate utility companies for work that affects its specific utility. • Shop Drawings - Coordinate, document, and make engineering recommendations regarding shop drawings and their compliance with the plans and specifications for the City's approval. • Project Submittals - Coordinate, document, and make engineering recommendations regarding submittals and their compliance with the plans and specifications for the City's approval. • Materials Testing - Coordinate, conduct, interpret, and supervise all required material tests in accordance with applicable standards. • Surveying - Provide review and approval of construction surveying and staking to ensure adequacy and accuracy. Construction surveying and staking will be the responsibility of the Contractor. • Test Data - Review and make recommendations on manufacturer's shop or mill tests (or reports from independent testing laboratories) relative to materials, equipment, performance ratings, and concrete data as necessary to ensure conformance with the project specifications. RFP#07-10 Attachment 3 ATTACHMENT 3 GENERAL SCOPE OF WORK • Traffic Control - Review and make recommendations regarding all traffic control proposals, and inspect construction contractor's traffic control to ensure compliance with specifications and City standards. • Safety - Conduct and document project safety meetings in accordance with the project requirements. Report all accidents, including property damage, and notify proper authorities. Document all incidents with photographs and written reports. Enforce Federal and State regulations for occupational safety and health standards for all construction activities. • Construction Inspection — Perform as Resident Engineer on the project; coordinate all required inspections necessary for the project, in accordance with Caltrans Standard Specifications and Plans, Work Area Traffic Control Handbook (WATCH), State of California Construction Safety Orders (CalOSHA), and the Standard Specifications for Public Works Construction (Greenbook). Inspectors will be required to perform daily on-site observations of the progress and quality of construction to determine if the work being performed is in general conformance with the contract documents and all applicable laws, codes and ordinances. Inspectors will prepare complete and accurate daily reports, calculations, project records, progress payment quantities, reports and correspondence related to the project activities. • Progress Payments - Review monthly payment applications submitted by the construction contractor, determine whether the amount requested reflects the progress of the construction contractor's work. Prepare progress payment reports and submit to the City for approval prior to distribution to the construction contractor. The reports will contain the total construction contract amount, payments to date, current requested payment, retainage, and the amounts owed this pay period. • Project Records - Maintain at the project site all correspondence, memoranda, contract documents, change orders, claims, City and engineer directives, meeting minutes, shop drawings, supplementary drawings, and request for payment. Consultant will also maintain a current list of names, addresses and telephone numbers of the construction contractors, subcontractors, and principle material suppliers associated with the projects. Project records shall be maintained using the Caltrans Construction Manual as a guideline. Provide the City with the original complete set of construction documents upon project close-out. • Construction Schedules - Review the construction contractor's baseline and monthly up dated schedules. Monitor the progress of the construction contractor's work and compare on a continual basis how the overall project schedule is being affected. Notify the City immediately as to any events or conditions which may cause delays to the completion date of the project. • Contract Change Orders - Evaluate the construction contractor's request for a change or substitution. Acceptable contract changes will be submitted to the City for approval and will be accompanied by the Resident Engineer's recommendation. • Claims - Identify all potential claims, track and monitor unresolved claims and implement claims avoidance processes at all times. Assist the City, as requested, in the identification, resolution, and final disposition of claims filed by the construction contractor or third parties against the City or the project. • Cost and Schedule - Track and monitoring contract pay item quantities and payments, contract change orders, supplemental work items, agency furnished materials, contingency balance, and overall project budget. RFP#07-10 Attachment 3 ATTACHMENT 4 NOTICE TO PROPOSERS DISADVANTAGED BUSINESS ENTERPRISE INFORMATION EXHIBIT 10-1 ATTACHMENT 4 TO THE CITY'S REQUEST FOR PROPOSAL HAS BEEN DELETED, AS IT IS INCORPORATED INTO THE PROFESSIONAL SERVICES AGREEMENT AS SECTION 10.12, (SEE EXHIBIT "B", SPECIAL REQUIREMENTS). RFP#07-10 Attachment 4 ATTACHMENT 5 SAMPLE PROFESSIONAL SERVICES AGREEMENT ATTACHMENT 5 TO THE CITY'S REQUEST FOR PROPOSAL HAS BEEN DELETED, AS IT IS A DUPLICATE OF THIS PROFESSIONAL SERVICES AGREEMENT. RFP#07-10 Attachment 5 EXHIBIT "D" CONSULTANT'S PROPOSAL CONSULTANT'S PROPOSAL FOLLOWS THIS PAGE EXHIBIT "E" SCHEDULE OF COMPENSATION Tasks listed below are identical to tasks identified in Exhibit A of this Agreement. Payments to Contractor shall be made no more frequently than monthly, and shall be based on lump sum costs per task item of work as indicated herein. Lump sum payments shall be made to Contractor based upon completion of tasks, or pro-rata portions thereof noted below, to a maximum of 75% of the lump sum task item fee until completion of such task item as determined by the Contract Officer. Each request for payment shall contain Contractor's statement of the work or tasks completed or portion performed, with supporting documentation. The determination of payment due shall be made based upon the reasonable judgment of the Contract Officer. Task Total Lump Sum PHASE 1 -- Environmental Approval and Project Development Services Task 1.1, Project Kickoff& Project Description $ 6,192.00 Task 1.2, Research & Investigation $ 1,893.00 Task 1.3, Preliminary Environmental Study(PES) $ 5,896.00 Task 1.4, Initial Study/ Categorical Exclusion (IS/CE) $ 5,896.00 Task 1.5, Technical Studies $ 34,400.00 Task 2.1, Existing System Inventory & Evaluation $ 20,884.00 Task 2.2, Evaluation of Surrounding Systems $ 3,256.00 Task 2.3, Assessment of Intelligent Transportation System (ITS) Opportunities $ 9,248.00 Task 2.4, Assessment of Video Detection Integration $ 8,520.00 Task 2.5, Assessment of Traveler Information:Link Integration $ 6,504.00 Task 2.6, Project Development and Maintenance Plan $ 8,048.00 Task 2.7,-Prepare/Develop System Engineering Management Plan SEMP 10 748.00 Phase 1 Subtotal $121,485.00 PHASE 2— Engineering Design (Plans, Specifications and Estimates) Services Task 3.1, Utility Research and Coordination $ 1,834.00 Task 3.2, Signal Communication Plans $ 38,100.00 Task 3.3, Technical Specifications $ 7,064.00 Task 3.4, Engineer's Estimates $ 5,140.00 Task 3.5, Data Collection $ 26,904.00 Task 3.6, Network Modeling $ 17,752.00 Task 3.7, Implementation and Verification $ 13,180.00 Task 3.8, Intersection Graphics $ 11,550.00 Task 3.9, Project Management and Coordination $ 656.00 Task 3.10 Meetings 656.00 Phase 2 Subtotal $122,836.00 Reimbursable Expenses $ 3,200.00 Grant Total $247,521.00 END OF EXHIBIT "E" Exhibit"E" Page 1 of 1 EXHIBIT "F" SCHEDULE OF PERFORMANCE The Consultant's schedule of performance included in its proposal shall be incorporated herein. The schedule shall be adjusted accordingly to revise the project notice to proceed (NTP) date of February 1, 2010, as indicated in the originally submitted proposal, to the actual NTP date indicated in the City's letter to Consultant following approval of this agreement by the City Council. END OF EXHIBIT "F" Exhibit T" Page 1 of 1 REQUIRED CONTRACT FORMS FOLLOW THIS PAGE Exhibit 10-F Certification of Consultant, Commissions & Fees CERTIFICATION OF CONSULTANT HEREBY CERTIFY that I am a Senior Vice President, and duly authorized representative of the firm of RBF Consulting,whose address is 74-130 Country Club Drive, Suite 201, Palm Desert, CA 92260, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant)to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind,for or in connection with, procuring or carrying out this agreement. acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable state and federal taws, both criminal and civil. N A� (Date) (Signature) Exhibit 10-G —Certification of Local Agency CERTIFICATION OF LOCAL AGENCY I HEREBY CERTIFY that I am the Director of Public Works/City Engineer of the City of Palm Springs and that the consulting firm of RBF Consulting, or its.representative has not been required (except as herein expressly stated), directly or indirectly, as an express or implied condition in connection with obtaining or carrying out this Agreement to: (a) employ, retain, agree to employ or retain, any firm or person, or (b) pay or agree to pay, to any firm, person or organization, any fee, contribution, donation, or consideration of any kind, I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this Agreement involving participation of federal-aid highway funds, and is subject to applicable state and federal laws, both criminal and civil. (Da ) (Signature) EXHIBIT 10-01 Local Agency Proposer UDBE Commitment (Consultant Contracts) NOTE: PLEASE REFER TO INSTRUCTIONS ON THE REVERSE SIDE OF THIS FORM LOCAL AGENCY: City of Palm Springs LOCATION: Citywide PROJECT DESCRIPTION: Traffic Signal Interconnect Upgrade&Traffic Management Center TOTAL CONTRACT AMOUNT: $247,521.00 PROPOSAL DATE: December 9 2009 PROPOSER'S NAME: RBF Consultin CONTRACT UDBE GOAL(%): 1.25% WORK DESCRIPTION OR SERVICES TO UDBE CERT NO. NAME OF EACH UDBE PERCENT ITEM NO. BE SUBCONTRACTED(or AND EXPIRATION (Must be certified at the time PARTICIPATION contracted if the proposer is a DATE proposals are due-include UDBE OF EACH UDBE UDBE) address and phone number T 14 ° 43410 Busines5 Park Dr Temecula. CA 9?59Q For Local Agency to Complete: Local Agency Proposal Number: RFP#07-10 Total Claimed UDBE Federal-Aid Project Number: CML 5282(031) Commitment 2,75% Federal Share: 88.53% Proposal Date: _ Nov.2.2009 Local Agency certifies that the UDBE certifications have been verified and all — information is complete and accurate/unless noted otherwise. Signature of Proposer --Date —(Area Code)Tel.No. --------------------- ------------------------ --------- Print Name Signature Date Local Aenc Representative 9 P Person to Contact (Please Type or Print) (Area Code)Telephone Number:------------------ Local Agency Proposer UDBE Commitment(Consultant Contracts)(Rev 6127109) Distribution: (1)Original-Local agency files Exhibit 10-P Non Lobbying Certification for Federal Aid Contracts The Consultant certifies by signing and submitting this contract to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee'of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Consultant also agrees by submitting his/her proposal/bid that he/she shall require that the language of this certification be included in all lower-tier subcontracts which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Consultant Name: RBF Consulting , "or May 3, 2010 (Date) (Signature) Brad Mielke, PE, SE, Senior Vice President (Name & Title)