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HomeMy WebLinkAboutAGMT - BI Trans Systems pfd PROFESSIONAL SERVICES AGREEMENT between pr°RMA NE 4 r' •'NTY GP�� City of Seal Beach 211 8 Street Seal Beach CA 90740 (hereinafter "City ") and BI Trans Systems, Inc., • A McCain Traffic Supply Company (hereinafter "Consultant ") 7. for. Advanced Traffic Management System (ATMS) And Integration Services 0 Contract No. PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this day of A t,. %; Eby and between the CITY OF SEAL BEACH (hereinafter called "City "), and Bi Trans Systems (a McCain Traffic Supply Company), (hereinafter called "Consultant "). RECITALS WHEREAS, City is a municipal corporation duly organized and validly existing under the laws of the State of California as a Charter City, with the power to carry on its business as it is now being conducted under the Statutes of the State of California and the Charter of the City; and WHEREAS, the City requires the services of a Consultant to provide the professional services as described in the Scope of Services; WHEREAS, the Consultant is able and willing to perform the required services under the terms and conditions of this Contract; NOW, THEREFORE, the parties do mutually agree as follows: SECTION 101 101.1 CONSULTANT SERVICES. Consultant, as an independent contractor, agrees to perform during the term of this Agreement, each and every service set forth on the "Scope of Services" attached to this Agreement as Exhibit "A ". The initiation of service by the Consultant will commence upon receipt of a written notice from the Designated Official authorizing Consultant to proceed, and only to the extent of such authorization. The services of the consultant shall include the making of all investigations, studies, and analysis required by the conditions involved in each request of the Designated Official. 101.2 TIME OF PERFORMANCE. Consultant shall complete all services set forth in "Schedule ", Exhibit C, Schedule. The foregoing time schedule may be modified by the mutual written consent of the parties hereto. 101.3 COMPENSATION. The City will pay for the services of Consultant as indicated on the "Schedule of Compensation" which is set forth in Exhibit `B ". No payment for expenses or labor shall be paid by City unless it is related to a service which is referred to in the "Schedule of Compensation ". The total cost to the City shall not exceed the amount designated in Exhibit `B ", without the written approval and authorization of the City Council. 101.4 PAYMENT. The City will pay for services of the Consultant through monthly invoices according to the progress payments schedule established in the Schedule of Compensation. City's payment to Consultant shall be made within thirty (30) days of the date the invoice was received. 101.5 INDEPENDENT CONTRACTOR. Consultant and its subcontractor(s) shall act hereunder as independent contractors, and shall have no power to incur any debt or obligation for City. Neither City or any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees or subcontractor, except as herein set forth, and Consultant expressly warrants no to, at any time or in any manner, represent that it, or any of its agents, servants, subcontractors or employees, are in any manner agents, servants or employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement. 101.6 ASSIGNMENT. This Agreement may not be assigned in whole or in part, without the prior written consent of City. 101.7 DOCUMENT OWNERSHIP. Each and every report, draft, instrument of service, map, record, and other document reproduced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City. City acknowledges and agrees that all reports, drafts, instruments of service, maps, records, and other documents prepared by Consultant pursuant to this Agreement shall be used exclusively on this project and shall not be used for any other work without the written consent of Consultant. In the event City and Consultant consent permit the reuse or other use of the reports, drafts, instruments of service, maps, records, and other documents, City shall require the party using them to indemnify and hold harmless City and Consultant regarding such reuse or other use, and City shall require the party using them to eliminate any and all references to Consultant from the reports, drafts, instruments of service, maps, records, and other documents. This paragraph shall not restrict the duties of the City under the public records act. 101.8 CITY LIASON. Consultant shall perform under the general supervision of the Director of Public Works of City or his designee, and all communications, instructions and directions on the • part of the City shall be communicated exclusively through the Director of Public Works or his designee. 101.9 PERSONNEL. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's services under this Agreement. Consultant may associate or employ associates or subcontractors in the performance of it services under this agreement, but all times shall be responsible for the completion of their services. 101.10 INSURANCE Consultant shall procure and maintain for the duration of this Agreement the following policies of insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work performed hereunder by Consultant, its agents, representatives or employees. Such policies of insurance shall be placed with insurers admitted to do business in California with a current A.M. Best's rating of A: VII or better, unless an otherwise acceptable insurer is approved in writing, and in advance, by the City. • ti • 101.10.1. Scope and Limits of Coverage: At a minimum, the policies of insurance required hereunder shall meet the following specifications: 1. A policy or policies of Commercial General Liability insurance with minimum limits of one million dollars ($1,000,000) per occurrence for any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement. Such coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Commercial General Liability Insurance or other form with a general aggregate is used, either the general aggregate limit shall apply separately to the services performed under this Agreement, or the general aggregate limit shall be twice the required occurrence limit. 2. A policy or policies of Automobile Liability insurance with a minimum limit of one million dollars ($1,000,000) per accident for bodily injury and property damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement. Such coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 (any auto). 3. Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance with a minimum policy limit of one million dollars ($1,000,000) per accident for bodily injury and disease. Such policies of insurance shall cover all persons who provide services on behalf of Consultant. 4. A policy or policies of Errors and Omissions professional liability insurance appropriate to Consultant's profession and approved in writing and in advance by the City. Such policy or policies of insurance shall carry a minimum limit of one million dollars ($1,000,000) per occurrence. 101.10.2 Other Insurance Provisions: All such policies of insurance shall, where applicable, contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers shall be covered as insureds with respect to liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant, premises owned, occupied, or used by Consultant; and automobiles owned, leased, hired, or borrowed by Consultant. The policy or policies of insurance shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. For any claims related to this Agreement, Consultant's insurance shall be primary insurance with respect to the City, its officers, officials, employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Consultant's insurance and shall not contribute with Consultant's coverage. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each policy of insurance required by this Agreement shall be endorsed to state that coverage shall not be suspended, non - renewed, voided, canceled by either party, reduced in coverage or in limits, or otherwise modified (except through the addition of additional insureds to the policy) except after thirty (30) days written notice to the City by certified mail, return receipt requested. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage without having first obtained replacement insurance that complies with the requirements of this Agreement. 6. The insurer shall waive all rights of subrogation against the City, its officers, officials, employees, agents, contractors, subcontractors and volunteers. 7. Consultant shall pay all insurance premiums when due, at Consultant's sole expense. Consultant shall not be entitled to any reimbursement of insurance premiums as a reimbursable expense under this Agreement. 101.10.3 Verification of Coverage Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (2) original insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement ", or a substantially similar form acceptable to the City Attorney. Endorsements shall be signed by a person authorized by that insurer to bind coverage on its behalf. Consultant's failure to comply with this requirement shall constitute a material breach of this Agreement, for which City shall be entitled to seek all available legal remedies including, without limitation, recision of this Agreement. The City shall not be required to compensate Consultant for any services performed prior to the date certificates of insurance and endorsements are presented to the City unless the City shall have first issued a written notice to Consultant to proceed notwithstanding the requirements of this Agreement. 101.10.4 Deductibles and Self Insured Retention Any deductibles or self - insured retention must be declared to and approved by the City prior to the commencement of work hereunder. At the sole option of the City, the insurer may be required to reduce or eliminate such deductibles or self - insured retentions as respects the City, its officers, officials, employees, agents and volunteers. Alternatively, the City may require Consultant to procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 101.10.4 Subcontractors. Consultant shall include all subcontractors as insureds under its policies, or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 101.11 NOT USED 101.12 INDEMNIFICATION. CONSULTANT and CITY agree that City, its employees, agents and officials should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the negligent performance of this Agreement by CONSULTANT. Accordingly, the provisions of this indemnity provision are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to the City. CONSULTANT acknowledges that CITY would not have entered into this Agreement in the absence of the commitment of CONSULTANT to indemnify and protect CITY as set forth here. A. To the full extent permitted by law, CONSULTANT shall defend, indemnify and hold harmless CITY, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged, or threatened, reasonable attorneys fees incurred by CITY, court costs, interest, reasonable defense costs including expert witness fees and any other reasonable costs or expenses of any kind whatsoever incurred in relation to, as a consequence of, arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part to the negligent performance of this Agreement by CONSULTANT. All obligations under this provision are to be paid by CONSULTANT as they are incurred by the CITY. CITY shall select counsel of its own choice to defend it in any action brought in connection with the Agreement. CONSULTANT shall pay all reasonable legal fees and costs incurred in connection with the City's defense to the extent of consultant's negligence. B. The obligations of CONSULTANT under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY, its employees, agents and officials. 101.13 TERMINATION OF AGREEMENT. This Agreement may be terminated without cause by City upon ten (10) days' written notice to the Consultant without further action by the City. This Agreement may be terminated by the Consultant upon thirty (30) days' written notice to the City. In the event the City terminates this Agreement as provided above, Consultant shall terminate work at the earliest possible point, and complete all attendant reports and/or graphic representations, conceptual plans, construction plan, or construction specifications. The City shall compensate the Consultant proportionately for work, provided such work is in a form useable to the City. Notice. Any notice required to be given to the Consultant shall be deemed duly and properly given upon mailing, postage prepaid, to: Gerry Bloodgood, Vice President BI Trans Systems, Inc. 5100 Bercut Drive, Suite R Sacramento, CA 95814 (916) 441 -0260 or personally delivered to Consultant at such address or other address specified to the City in writing by Consultant. Any notice required to be given to the City shall be deemed duly and properly given upon mailing, postage prepaid, to: Attn: Director of Public Works City of Seal Beach 211 Eighth Street Seal Beach CA 90740 or personally delivered to City at such address or address specified to the Consultant in writing by the City. 101.14 STANDARD OF PERFORMANCE. The Consultant shall perform and require its Subcontractors to perform the Services in accordance with the requirements of this Agreement and in accordance with professional standards of skill, care and diligence adhered to by firms recognized for their expertise, experience and knowledge in performing services of a similar nature. The Consultant shall be responsible for the professional quality, technical accuracy, completeness, and coordination of the Services, it being understood that the City will be relying upon such professional quality, accuracy, completeness, and coordination in utilizing the Services. The foregoing obligations and standards shall constitute the "Standards of Performance" for the purposes of this Contract. The Consultant shall carefully study this Contract, shall verify all figures in these Contract Documents before performing the Services; shall promptly notify the City of all errors, inconsistencies, and /or omissions that it discovers; and, in instances where such non - conformities are discovered, shall obtain specific instructions in writing from the City before Consultant's proceeding with the Services. Any Services affected which are performed prior to the City's decision shall be at the Consultant's risk. The Consultant shall not take advantage of any apparent non - conformity that may be found in this Contract. The City shall be entitled to make such corrections therein and interpretations thereof as it may deem necessary for the fulfillment of the intent of this Contract. Omissions or misdescriptions of any Services that are manifestly necessary to carry out the intent of this Contract, or that are customarily performed, shall not relieve the Consultant from performing such Services at no additional expense and/or delay, and such Services shall be performed as if fully and correctly set forth in this Contract. 101.15 WARRANTY. The Consultant warrants that all Services shall be in accordance with this Contract and shall comply with the Standard of Performance for a period of one year from final acceptance of the Services. In the event of breach of this warranty, the Consultant shall take the necessary actions to correct the breach and the consequences thereof, at the Consultant's sole expense, in the most expeditious manner as permitted by existing circumstances. If the Consultant does not promptly take steps to correct the breach upon notification thereof by the City, the City without waiving any other rights or remedies it may have at law or otherwise, may do or cause others to do so, and the Consultant shall promptly reimburse the City for all expenses and costs incurred in connection therewith. 101.16 DATA AND SERVICES TO BE FURNISHED BY CITY. Consultant shall deliver to the City the studies, plans, specifications, or other documents as are identified in the Scope of Services; and Consultant shall upon completion of all work, submit to the City all information developed in the course of the Consultant's services. Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City. 101.17 CONFIDENTIALITY. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to consultant by the City or other information to which the consultant has had access during the term of this agreement without the prior written approval of the designated Official during the term of this Agreement and for a period of two (2) years after the termination of this agreement. 101.18 RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City or the Designated Official. The Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide access to the Designated Official or his designees at all proper times to such books and records, and gives the Designated Official or his designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. 101.19 ASSIGNMENT. This agreement is personal to the Consultant and the Consultant's Representative. Any attempt at assignment by the Consultant shall be void unless approved in writing by the Designated Official. Consultant's services pursuant to this Agreement shall be provided by the Consultant's Representative or directly under the supervision of the Consultant's Representative and Consultant shall not assign another to supervise the Consultant's performance of this Agreement without the prior written approval of the City, by and through the designated Official. 101.20 SAFETY REQUIREMENT. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL -OSHA. The City reserves the right to issue restraint or cease and desist orders to the Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this agreement. The Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Any hazardous condition noted by the Consultant which is not the result of his operations shall be immediately reported to the City. 101.21 NUISANCE. Consultant shall not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 101.22 PERMITS AND LICENSES. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 101.23 CONFLICT OF INTEREST. Consultant covenants that neither consultant, nor any officer thereof, has any interest, nor shall they acquire any interest, directly or indirectly which will conflict with in any manner or degree with the performance of the Consultant services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by Consultant. Consultant further covenants that Consultant has not contracted with nor is the Consultant performing any services directly or indirectly, with any developer and /or property owners and/or firms, and/or partnerships owning property in the City, and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any contact with the Developer and/or property owner and/or firms, and/or partnerships owning property in the City prior to the completion of this Agreement. 101.24 WAIVER. A waiver by the City of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. 101.25 COST OF LITIGATION. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may determine to be reasonable. In awarding the cost of litigation, the court shall not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith. 101.26 SEVERABILITY. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the reminding portions or provisions shall not be affected by such holding. 101.27 INTEGRATED CONTRACT. This Agreement represents the entire Agreement between the City and the Consultant and all preliminary negotiations and agreements are deemed a part of this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. In the event of any inconsistency between the provisions of this Agreement and any attached Consultant's proposal, the provisions of this agreement shall control. 101.28 CHOICE OF LAW . The terms of this Agreement shall be interpreted according to the laws of the State of California. In recognition of the obligations stated in this Agreement, the parties have executed this Agreement on the date indicated above. • CON ANT: r f Y: By: of- ti p ; By: N. aOHN Y Tr; 4le N. John Bahorski Title: 1/ es' Title: City Manager Attest Approved as to form: Y i' i By: ,, / By: . � Nam A sine /F' Name: Title: Title: 9 • • EXHIBIT A SCOPE OF WORK • • 200 GENERAL REQUIREMENTS FOR THE SCOPE OF WORK 200.1 EXAMINATION OF RFP/RFQ DOCUMENTS: The Consultant shall be solely responsible for examining the City's RFP/RFQ documents, including any addenda issued, and for informing itself with respect to any and all conditions which may in any way affect the amount or nature of the proposal, or the performance of the Services in the event the Consultant is selected. No relief for error or omission will be given. 200.3 E MAIL: The Consultant shall supply the City with individual Internet E — mail addresses for each of the project managers and principals involved in the project and other consultant personnel as the City deems necessary. 200.4 INVOICES: The Consultant shall submit not more than one invoice a month and shall obtain a copy of the accounts payable schedule. The invoice will be in a format that is acceptable to City Engineering Staff and shall detail individual personnel who worked on the project, specific tasks performed, hours worked, billing rate, total costs, and previous billing history, percentage of work completed, percentage of dollars spent. The Consultant shall prepare invoices that show costs against each major milestone task. The Consultant shall notify the City when the cumulative compensation payable under this Contract has reached 75% of the Contract not to exceed price. If at any time the Consultant has reason to believe that the total cost to the Authority for the performance of this Contract will be greater or substantially less that the Contract not to exceed price, the Consultant shall notify the Consultant in writing to that effect and give its revised estimate of the total cost for the performance of this Contract. The notice shall state the estimated amount of additional funds required to continue performance for the remainder of the contract term. In no event is the Consultant authorized to exceed the "not to exceed price" without prior written approval from the City. 200.5 COMPUTER FILES: The Consultant shall supply the City with a digital and editable copy of all files that are included in the hard copy of the report. The Consultant shall use or transfer into the following formats: Word Processing: Microsoft Word 97, Spreadsheets: Excel 97, Databases: Filemaker Pro, Microsoft Access, GIS: ArcView, Drawings: Autocad 14. All final plans shall be submitted also on CD readable by City computers. If the Consultant wishes to use another program that would increase productivity, the Consultant will provide the City a licensed copy or transfer into a format that is acceptable to City Engineering Staff. All digital files shall be submitted on a "zip disk." The City shall have the right to use, duplicate, modify or disclose the technical data and the information contained 200.6 KEY PERSONNEL: The Consultant shall not reassign any personnel mentioned in the RFQ/Interview process unless under extraordinary circumstances. The Consultant shall secure the prior written approval the City for any change or • • reassignment of the key personnel, submitting written documentation of the new individual's qualification. The Consultant's project manager shall supervise and direct the services, and have overall responsibility for the services in accordance with the Consultant agreement and Scope of Work. The Consultant shall be solely responsible for implementation of all services, means, methods, techniques, sequences, and procedures and for coordination of all portions of the services. All workers shall have sufficient skill and experience to perform the work assigned to them. The City shall have the right, in its absolute discretion to require the removal of the Consultant's personnel at any level assigned to the performance of the Services at no additional fee to the City, if the City considers such removal necessary and in its best interest and request such removal in writing. Further, an employee who is dismissed for any of the above reasons shall not be re-employed on this Contract. Key Personnel: John Itagaki-Project Manager-Will coordinate the efforts of the team for the implementation of the QuicNet/4 ATMS Jerry Bloodgood-Will coordinate the various methods of modules to be implement as well as be involved on implementation strategies on infrastructure changes for the implementation of QuicNet/4 ATMS. Ray Chermak-QuicNet/4 ATMS system software. Bruce Odelburg- Technical support and Applications Engineer. Tom Deppe Senior System Programmer Jeff Pearson- local support and maintenance Maintenance Staff John Itagaki Bruce Odelburg- Technical and Applications Support Jeff Pearson 200.7 UNAUTHORIZED WORK: Any services not required by the terms of the final scope of work or proposal that are performed without written authority from the City, will be considered as unauthorized and at the sole expense of the Consultant. Services so performed will not be paid for, and no extension in the period of performance shall be granted on account thereof. • • 200.8 AUDITS: The Consultant shall keep and maintain full and complete records and books of account of its costs and expenses relating to the performance of the Services, in accordance with generally accepted accounting practices. Such records and accounts shall permit the Consultant to furnish the City, upon written notice, an accurate written allocation of the costs to the various elements of the Services, as may be required by the Authority. Upon reasonable advance written notice the City or its representatives shall have the right to examine, any books, records, accounts, and other documents of the Contractor directly pertaining to costs when such costs are the basis of a claim or of reimbursement to the Consultant hereunder. The Consultant will make reasonable efforts to assure that the any such representative is not a competitor of the Contractor to which the disclosure of such cost information would have a detrimental effect on the Consultant's business. The Consultant shall keep and preserve all such books, records, accounts, and other documents for a period of at least three years from after completion of the Services after Final Payment or if this Contract is terminated in whole or in part after the final termination agreement. 200.9 CONSULTANT'S INTERACTION WITH MEDIA AND THE PUBLIC: The Consultant shall refer all inquiries from the news media to the City. If the Consultant receives a complaint from a citizen or the community, the Consultant shall inform the City what action was taken to alleviate the situation. 200.10 SUBCONTRACTORS/SUBCONSULTANT: The City reserves the right of prior approval of all subcontractors and retains the right to request the Consultant to terminate any subcontractor, for any reason appropriate by the City, by so notifying the Consultant in writing. Should said notification be submitted to the Consultant, it shall terminate said subcontractor immediately. The City shall have no liability to any subcontractor(s) for payment for services under this Contract or other work performed for Contractor. Any subcontract entered into by Consultant under the contract shall duly note that the responsibility for payment for the technical services or any other services performed shall be the sole responsibility of the Consultant. 200.11 DIRECT EXPENSES: It is expected that the Consultant has extensive knowledge and experience performing this type of work. The Consultant shall prepare a not to exceed budget for direct expenses and breakdown costs for services such as copying, blue prints, computer time, reproduction, delivery, and any other foreseeable expense not covered in the Consultant's hourly rates. Therefore, the Consultant shall receive no additional compensation beyond that which is detailed in their budget. The City will not pay for mileage charges. 200.12 INSURANCE: The Consultant shall obtain a minimum of $1,000,000 worth of professional error and omissions insurance prior to entering into an agreement with the City. The insurance requirement is non-negotiable. 200.13 RETENTION FOR CALTRANS: For any task orders that involves Caltrans oversight, the City will withhold ten percent (10%) of each progress payment to Consultant. Upon request by the Consultant, and subject to the City's approval, the Consultant may provide an alternate form of security for performance as a substitute for City's withhold of ten percent (10%) of each progress payment. Acceptable forms of security to be deposited in an approved escrow account at no cost to the City include certificates of deposit, cash, securities, or bonds; the Consultant may also provide an irrevocable letter of credit deposited with the City's Director of Finance. The ten percent (10%) retention for Caltrans oversight related task orders shall be withheld by the City until such time that all work for the respective task order is completed and all deliverables are received by the City and Caltrans. 201 SPECIFIC REQUIREMENTS FOR THE SCOPE OF WORK CONSULTANT'S PROJECT UNDERSTANDING I. Project Understanding This project is to implement a central ATMS for Seal Beach that utilizes existing 2070 controllers. This System shall be compliant with National/Regional architecture for ATMS Systems, NTCIP and/or AB3418E communications protocols. This system shall include technical support; maintenance support and software license agreements to provide the City with a system that can expand into new technologies for traffic control and monitoring. BI Tran Systems, Inc. has been a supplier of ATMS systems, and open architecture systems for 19 years and do realize the commitment and support required to implement systems utilizing an array of different hardware. We are now a McCain Traffic Co. As a result of that, we now have qualified field service personnel everywhere on the west coast. We have two people in the Los Angeles/ Orange County area. McCain is one of if not the largest manufacturer on Model 170 controllers in the country. They also manufacture Model 2070, NEMA controllers, and Variable Message Signs, and they also provide fiber optic integration services. As you know BI Tran Systems is uniquely qualified to implement an "open architecture" Advanced Traffic Management Systems. We have been installing "open architecture" software for transportation systems for 19 years. We have developed the most powerful, flexible system available based on our experience with many users throughout the country. To implement this project requires working directly with the agency and hardware suppliers to implement a system that provides a full working system. Along with implementing a system that the City can expand with, we look to support and maintain the total system. We understand all the Central computer equipment is to be IBM compatible and all the Intersection controllers to be Model 2070N compliant to November 1999 standard TEES specification. • • II. Work Plan The City of Seal Beach currently has 19 signalized intersections. The intersections north of Interstate 405 along Seal Beach Boulevard and along Lampson Avenue have dial-up modems (9). South of Interstate 405, the signal systems are controlled by time base coordination (10). Currently, the City has 10 Eagle 2070 controllers along Seal Beach Boulevard and the remainder are Traconex 390J. The existing 2070 controllers meet Caltrans Transportation Electrical Equipment Specifications (TEES) dated November 19, 1999 with "Nextphase" software. The City is preparing plans to install a fiber optic communication backbone system along Seal Beach Boulevard, from Interstate 405 to Pacific Coast Highway. In the next one to two years, the City will extend the fiber optic system north to Rossmoor Center Drive and along Lampson Avenue. In addition, the City is upgrading the controllers from Traconex 390J's to 2070's over the next year. Seal Beach is in the process of preparing plans for CCTV cameras on Seal Beach Boulevard. These cameras will communicate via the fiber optic communication network. These cameras will have a separate server and should be able to interface with the ATMS. The primary purpose of this project for the City of Seal Beach is to provide a traffic control and monitoring system. The City will purchase the server, laptop, and required PC's for this project. BI Tran is to configure the total City infrastructure with QuicNet/4 and the video control server to implement and integrated system of control, monitoring system. BI Tran Systems, Inc. shall meet with the City to define the structure and infrastructure of the 10-2070 controller implementation with the new ATMS system. This meeting shall discuss the current communication methods, along with changes that may have to be made to accommodate in the field the new controllers (cables, phases, operations etc.) BI Tran Systems, Inc. shall provide our QuicNet/4 ATMS with a GIS map and bitmap user interface to control a designated 19 intersections with 2070N controllers with program H233N firmware (a powerful software package, developed to operate in many configurations). The system shall be installed, configured and tested in Sacramento, Ca. before delivery and implementation in Seal Beach. • • Because of our local presence in Southern California we can provide immediate support and maintenance as needed for the City. The integration of the video displays within system will have to be determined during our initial meetings with the city. Because a number of hardware decisions will have to be made. BI Trans Systems has developed a CCTV interface with Cohu and Javelin camera systems. If other systems are used we will have to modify our existing package to accommodate the video system. 1. System Configuration Task This task involves the evaluation of the current system and interconnect modify the interconnect scheme to add the 2070 controllers to the QuicNet/4 ATMS. This may involve reconnecting controller cabinets for full duplex operation and future planning for additional growth. The control center area at this time has to be planned at this time. This task shall also involve traffic signal phasing, traffic signal operation and implementation. The implementation of the 2070 controllers with regards to the implementation timing of QuicNet/4 ATMS can be very important. This "Cutover" needs to be detailed out at this time. BI Tran will configure the QuicNet/4 system in Sacramento using existing configuration, timing and coordination information provided by the City. Also, city map, group and intersection graphics will be prepared based on geographic and geometric information provided by the City. The System will then be shipped to the City for installation. BI Tran forces will connect the System to one 4 wire communications channel using applicable modems operating at 1200-9600 baud to be compatible with the existing interconnect cables. QuicNet/4 will provide the coordination scheduling presently provided by the existing system.. Once communications is established with the existing controllers and firmware, the existing timing data will be uploaded. At this point, QuicNet/4 will be controlling and monitoring the intersections. Finally, we will "on call" for maintenance and technical support. 2 • • 2. Implementation Tasks Following is a list of implementation tasks that we have developed. This list has been utilized many times. BI Tran Systems has forces in Sacramento to implement all phases of thes tasks. This task list encompasses meeting with the City for Design and Hardware purchasing guidelines prior to final layout and purchase of Traffic System Hardware items. The coordination and review of video elements as they fit into the total design will also be considered. BI Tran Systems, Inc. proposes to furnish and install QuicNet/4, a commercial off the shelf (COTS) Advanced Traffic Management System for this project. QuicNet/4 is a Windows NT program. An Example of this installation would be the system installed in the City of Glendale. QuicNet/4 is a scalable system that can control systems that range is size from small (20 intersections) to very large (over 1500 intersections). Over 35 QuicNet/4 systems were installed during 2001. QuicNet/4 supports many different controller objects including BI Tran's 200 and 233 programs for Model 2070, Model 170 and 179 controllers and 210 and 245 field masters, Caltrans C8v3, McCain TS1 NEMA and Monitron UTC-96 (British) controllers and now 2070 controllers. The QuicNet/4 system will be staged and configured in Sacramento by BI Tran's staff. This requires that when equipment is purchased that it is checked out with "buyout software" in Sacramento. BI Tran will configure the database for all traffic signals. Produce all graphics from CAD drawings obtained from the City. Produce City Maps from maps made available from the City. All functions will be checked out for our Factory Acceptance Test before shipping to the city for installation. The City will be invited to view this procedure in Sacramento if they so desire. Installation in the city is matters of connecting existing interconnect cables to the new system and setting up the changeover process for the minimal disruption to the public. This will make the changeover process extremely smooth. We will be able to install the new central system, remove the field masters, install a new modem rack and begin control within the same day. There will be some preparatory work involved to setup the controllers into coordination groups and enter the time of day schedules for those groups into the QuicNet/4 database. Once the central computer is installed and controlling all the intersections, the local controller firmware can be changed out at a pace determined by the availability of City Forces. BI Tran Systems, Inc. will modify our existing QuicNet/4 video control module to accommodate the City requirements. BI Tran will coordinate with the designer and supplier of the CCTV and video system to ensure that a integrated system is achieved. The City will provide intersection graphic and timing data. This data will be used by BI Tran to develop the timing and graphic databases. 3 • • QuicNet/4 ATMS Implementation Process for Seal Beach System Configuration task- QuicNet/4 communications utilizes full duplex communications with capability to handle up to 32 controllers per channel. Completion of this task shall define the interconnect channel for this part of the implementation. The BI Tran Systems Team shall do the infrastructure changes required. Hardware and Operating System (Windows Server) purchase task Purchase hardware per requirements Purchase equipment warranty desired. Check out equipment for proper configuration Support and Maintenance- BI Tran Systems, Inc. has a presence in Southern California for immediate support and maintenance for the total system. Implementation Process Tasks by BI Tran Systems, Inc. 1. Kickoff Meeting with City- define final hardware specifications requirement. Also define the utilization of existing interconnect within the new system. QuicNet/4 utilizes full duplex communications, with up to 32 devices per channel. 2. Stage hardware and software, and setup and test each device and ports to be utilized. Configure comm processor/remote access computer for requirements. Install multi-port serial card and module (digiboard 16 port serial card) test dial-out, dial in capabilities operating system acceptance test. 3. Install QuicNet software into all processors. 4. Install QuicNet onto dial-in remote access computers (notebook computers). 5. Develop City Traffic Signal Map (Base Maps from the City) 6. Assemble and Integrate the system. 7. Check out communications to field devices on all ports. 8. Check out QuicNet operations for integrity of total system (network). 9. Configure all intersections per infrastructure definitions 10. Ship system to City. 11. Assemble and install system in City, with modems as described. 12. Terminate interconnect per system interface plan. 13. Prepare controller modems. 14. Install new controllers per plan. 15. Prepare intersections for upload (configure & address locals) 16. Generate entire database (upload timing) 17. Intersection Graphics Training 18. Training for system- operation and graphics 19. System Acceptance 20. 2 years warranty service and support 4 • • Assistance from the City. 1. Provide information for database layout - city map with signal locations 2. Technical assistance during installation. 3. Generate intersection graphics 4. Provide intersection timing 5. Process hardware warranty repairs 3. System Hardware With the ATMS configured and checked out in Sacramento and delivered to the City fully operational, the task in the control room is for installation and cabling of the network from the interconnect panel. There will be one network hub in City Hall control room (Cat5 and fiber compatible) and another hub in the Shop from which the computers are networked if applicable. The base networked system will include at a minimum the following: • Communications Processor- with NT/MS 2000 Pro, interfaces to the traffic signals and the video control processor. The network will be capable of up to 10 workstations. • Remote Access Service- interface to network and remote access interface. • Workstations with 98/NT/ MS 2000 Pro operating system with MS Office Pro. • All workstations will be capable of QuicNet/4 and video image and control. • Network will be setup to be 10/100MB capable. A test 2070N Traffic Signal controller, with modem, and connected to the ATMS for training and testing. Maintenance and Support for all hardware should be secured to the level desired. QuicNet/4 ATMS and 2070N supplied by BI Tran Systems, Inc shall be fully supported onsite by BI Tran personnel. 5 • • EXHIBIT B Schedule of Compensation • • SCHEDULE OF COMPENSATION SUMMARY OF FEE ESTIMATE ATTACHMENT B: CITY OF SEAL BEACH LIST OF BID ITEMS ITE M APPROX. UNIT NO. DESCRIPTION Unit QUANTITY PRICE AMOUNT ATMS Server Software 1 License EA 1 $55,000.00 ATMS Workstation 2 License LS 2 included with 1 ATMS Software 3 Integration LS 1 $4,000.00 ATMS Software 4 Training LS 1 $6,000.00 2070 Controller Software License (If not 5 using Nextphase S/W) EA 10 included with 1 2070 Controller Software Integration and Training (If not using 6 Nextphase S/W) LS 1 included with 1 2070 Controller Hardware Upgrade (if needed) and 7 documentation EA 10 not needed 8 CCTV Software License EA 1 $7,500.00 CCTV Software 9 Installation LS 1 included with 8 10 CCTV Software Training LS 1 included with 8 Non recurring SEW 11 Development** LS 1 150/hour TOTAL $72,500.00 **Any bid for this line item must include signed agreement for SAN rights and a detailed cost breakdown by Labor Category, etc. 90% Payment due 30 days after system delivery. Remaining 10%payment due after approval of system test results. 7 • • EXHIBIT C Schedule III. Project Schedule BI Tran Systems, Inc. as a McCain Traffic Supply Co. provides us with the ability to operate as a small company specializing in the things that we do best (Traffic Management Systems), yet provide the field service of a large company where trained personnel are close by. Headquarters and all administration activities are performed in the Sacramento office. To better serve our East Coast customers, we have offices in Maryland and Virginia. Telephone, fax, a wide-area network, and the Internet support communications between Sacramento and the remote offices. To install a QuicNet/4 ATMS, we have set tasks list that have proven to work. The list of tasks for this project is standard because many elements of the system are either existing. The NEMA traffic controllers, modems and interconnect already are in place and are ready for use. The key portions of this project are, to replace the existing 2070 controllers with BI Tran 2070 controller software, place the central computer equipment and to connect to central communications equipment. The other tasks simply involve insuring that the central equipment operates as intended and entering data into the database. Consequently, the management effort need not be extensive, other than to assure that the schedule is maintained and to coordinate activities with others. As acknowledged in the Project Understanding, the first stage is the planning of the interconnect infrastructure, then the installation of the ATMS in the City, then bringing the controllers online. The schedule for the installation of an QuicNet/4 ATMS is generally determined by hardware installations. Once the Central Communications Processor is in Sacramento, the QuicNet/4 installation, graphics, and configuration of the system for the City takes about six weeks. The replacement of the controller's software can be done in a few weeks before the installation of the Central. The BI Tran Team can do the 2070 controllers activation and total system commissioning with training the QuicNet/4 ATMS turnon, in twelve weeks. As there may be several efforts going on at the same time, the schedule will take into consideration the level of effort required by all parties. To assure that activities are properly coordinated and that schedules are maintained, we propose project meetings be held approximately monthly, between the Project Manager, Mr. Itagaki and the City. 9 ,'", 4 -COMM. JO�.— **********.******** DATE FEB-26-2003 * TIME 16:26 *** P.01 J/ 1 ' � ' /T.�/ /A �/� � TRANSMISSION BTRRT=FEB-26 18:23 END=FEB-26 18:26 !� l 0 aef ( ?R NO. STATION NRMEiTEL.NO. PAGES DURP.TION � �/� 91916aa 10391 005005 0002'39" -CITY CF SEAL BEACH ** ***********Y*, *=**************** -SEAL BEACH CITY - ***+* - 562 431 4367- ********* 1. c . . di\ , ,..„.s.---e,,,,0, , ,:. , ,-_-_-; r , 1: FAX TO: Y/10/1/4 7ey/ti.+ b 3,i • I r FAX NUMBER:____ I// / ` 43-91 - � • FROM. / RESPOND T0: Q4/71"0-e ( A . a • :1 1 F3 AGE::Cy / DEPARTMENT: .— K { r TOT.4L7, NUMBER OF PAGES: r r— u COMMENTS: :018-11 4),P- 444-e/eg„4.4- i / . 4.a - _ •�Al.. d/I/e41 A —.—agrehgall A- 4Ja/,/a 77't J jc OTT7 CF SEAL BEACH Fax Number: (562) 431-4067 I. 4. _ en:±_ne Number: , =52; 431-2527 S ?L:Fa.:_=react a truadtd nJr la:at u.of m ._re.:veo:r..rc.b above. a tau.r -c .cea:e ret-pad.tin:ar .t< u -r..= rr v v .y u a»� c oe uc .r v by.t ,t ^b i 1.- s v •. b cv �< .cm. -- m.r 1 FEE-27-2003 09: 11 P.0? BI Tran Systems, Inc. 510 Berwt Or. Suite R Sacramento. CA 95814 916-441-0260 DATE: 027 TO: COMPANY C I- 0 SEAL LCr\ DELIVER TO: -off ' Fa: No.: (S62. ) 43 FROM: — ON EL) icy Fax Fax No: (916)441-0391 5(.1-211-I✓2 e C`z{LTS SUBJECT: ------ NUMBER OF PAGES (COVER SHEET INCLUDED) SPECIAL INSTRUCTIONS: -- — -------------------- IF THERE ARE ANY PROBLEMS WITH THIS TRANSMISSION, PLEASE CALL(916)441-0260. THANK YOU F=°.-27-2223 09:43 sac -.21 -- FEB -27 -2003 09 11 P.03 • AcQect CERTIFICATE 7F LIABILITY INSURAN' .. 0212 /2003 PRODUCER (916)286 -5960 FAX (916)646 -3996 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Sacramento Valley Ins ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Division of PAU (Lic X40132491) ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 13792 Sacramento, CA 95853 INSURERS AFFORDING COVERAGE NAIC # INSURED Bi Tran Systems Inc INsuRERA: Scottsdale Insurance Company DM: McCain Traffic Supply INSURER B: THE HARTFORD INSURANCE CO 510 Bercut Dr Ste R INSURERC: Gulf Insurance Company Sacramento, CA 95814 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ! ��srt TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LY� r DATE IMMITIDMY1 DATF Retain/1'n GENERAL LIABILITY BCS0003271 05/16/2002 05/16/2003 EACH OCCURRENCE s 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED S 100,000 PRFMI_CFS IF* nrei rpnral 1 CLAIMS MADE © OCCUR MED EXP (Am/ one person) S 0 A PERSONAL 8 ADV INJURY E 1,000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S , 000,000 n POLICY n EG n LOC AUTOMOWLE LIABILITY 57UECUN5346 05/06/2002 05/06/2003 COMBINED SINGLE LIMIT S X ANY AUTO (En neeklenl) 1,000,000 ALL OWNED AUTOS BODILY INJURY s SCHEDULED AUTOS (Per person) B X HIRED AUTOS BODILY INJURY s (Per secirlen0 X NON-OWNED AUTOS PROPERTY DAMAGE s — (Per accident) GARAGE LIABILITY AUTO ONLY • EA ACCIDENT S OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG S DICES-UMBRELLA LIABILITY EACH OCCURRENCE S OCCUR El CLAIMS MADE AGGREGATE 1 5 R DEDUCTIBLE S ,. RETENTION S S WC STATU- OTH WORKERS COMPENSATION AND TORY LIMITS FR EMPLOYERS LWBILITY E L. EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER ammo? E.L. DISEASE • EA EMPLOYEE S II yes. deeaibe Meer E.L. DISEASE - POLICY LIMIT 5 SPECIAL PROVLIONS below ER GU0409834A 04/11/200 04/11/2003 $2,000,000 Each Wrongful Act r rors & Omissions $2,000,000 Total Limit C Liability $10.000 Deductible DESCRIPTION OF OPERATORS 1 LOCATIONS I VENICE S I EXCLUSIONS4o E DEp BY ENDORSEMENT 1 SPECIAL PROVISIONS The C of Seal Beach, its off o enployees, agents and volunteers are named additional insured as respect to the liability arising out of the operations performed by the named insured_ This insurance is primary and shall not contribute with consultants insurance. * *Except 10 Day Notice for Non - Payment of Premium ** , CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 6 30 DAYS WRITTEN NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT. City of Seal Beach BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 211 8th Street OF ANY KIND UPON THE INSURER ITS ENTATNES. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ,scoRD 25 (2001/08) OACORD CORPORATION 1988 FE3-27 -2003 09:44 98% P.03 FEB -27 -2003 09 12 P.04 • IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) FEB -27 -2003 09:44 98% P.04 FEB -27 -2003 0:12 P.05 POLICY NUMBER: BCS0003271 wM 2CiAL GENERAL LIABILITY . • - THIS ENDORSENIENI CHANGES THE POLICY. PLEASE READ 1T CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART • • SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION THAT THE INSURED HAS AGREED AND /IS REQUIRED BY CONTRACT TO NAME AS AN ADDITIONAL INSURED, PER SCHEDULE ON FILE WITH COMPANY • (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 11 85 Copyright, Insurance Services Office, Inc, 1984 0 A e. TOTAL P.05 FEB -27 -2003 09:45 97% P.05