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HomeMy WebLinkAboutStaff Report 6794 City of Palo Alto (ID # 6794) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/6/2016 City of Palo Alto Page 1 Council Priority: Land Use and Transportation Planning Summary Title: San Antonio Road SynchroGreen Adaptive Timing Implementation Title: Approval of Contract Number C16163554 for $206,056 With Trafficware for San Antonio Road SynchroGreen Adaptive Timing System Implementation and an Associated Amendment of the Budget Appropriation for the General Fund and Capital Fund From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council: 1. Authorize the City Manager or designee to execute Contract No. C16163554 (Attachment A) with TrafficWare to provide SynchroGreen Intersection Software, intersection video detection hardware, and professional services for the San Antonio Road corridor in an amount not to exceed $206,056, and 2. Amend the Fiscal Year 2016 Budget Appropriation Ordinance for a. the General Fund by: i. Increase the transfer to the Capital Fund in the amount of $206,056; and, ii. Decrease the Transportation Contingency in the amount of $206,056; b. the General Capital Improvement Fund by: i. Increase the estimated transfer from the General Fund in the amount of $206,056 ii. Increase the appropriation to Traffic Signal and Intelligent Transportation Systems (PL-05030) in the amount of $206,056. Background The City entered into an agreement with Trafficware Group, Incorporated, in October 2014 for the procurement, deployment, and integration support services of an City of Palo Alto Page 2 Advanced Traffic management System (ATMS). Currently Trafficware is supporting city staff with the on-going operation of the City’s traffic signal operation system, which includes intelligent transportation systems (ITS) devices and remote operation and maintenance of the City’s 101 signalized intersections, as well as for future dissemination of operational traffic data. Trafficware is also the developer of adaptive timing software, SynchroGreen. SynchroGreen was selected in 2014 as a preferred software program for coordinated and adaptive traffic signal timing, and was implemented along the Sand Hill Road Corridor as the City’s first corridor with adaptive signal timing. The proposed contract provides up to $191,056, which includes two optional tasks that may not be used pending staff resources at the time of implementation. An additional $15,000 is included for contingencies for a total of $206,056. The contract term is through April 30, 2017, by which time the Department anticipates SynchroGreen to be operational with an optimal corridor timing plan for San Antonio Road. Summary of Key Issues The proposed contract will allow TrafficWare to activate, configure, and troubleshoot SynchroGreen adaptive traffic signing timing along San Antonio Road between East Charleston Road and Nita Avenue, as well as at the East Charleston Road and Fabian Way intersection. This will be the second corridor within the City of Palo Alto to utilize adaptive traffic signal coordination. SynchroGreen is one of several adaptive traffic signal timing programs available. However, SynchroGreen was previously selected by Staff as the City’s preferred program due to its integration and compatibility with the City’s new traffic signal system. In addition, SynchroGreen has been in operation along the Sand Hill Corridor since mid-2014, and Staff has observed reduced travel times along the corridor when in operation. For this project, Staff is recommending a contract directly with the product manufacturer, TrafficWare, which was previously selected as the preferred provider through a competitive process. Palo Alto Municipal Code 2.30.360(d) and (e) permit the City to contract without further solicitation if the City has gone through a product standardization process. The City went through this process in 2014 and has been using SynchroGreen software manufactured by TrafficWare on other traffic adaptive projects.TrafficWare has performed satisfactorily throughout the delivery of the capital improvement project, effectively adhering to project budget and schedule. As a result, Staff recommends entering a new contract with TrafficWare to provide the ATMS- compatible SynchroGreen system for the San Antonio Road corridor. This corridor is in need of operational improvements and the mix of land uses and irregular travel patterns are ideal for adaptive traffic signal timing. The tasks included this project are listed below. Staff recommends the inclusion of City of Palo Alto Page 3 Optional Task #1 and Optional Task #2 in the contract in order to allow for flexible allocation of resources.  Vehicle Detection Equipment Installation and Configuration The contract includes specific hardware that will improve vehicle detection and tracking capabilities, configured with the City’s current ATMS, and necessary to operate the adaptive signal timing system. The base contract cost assumes that City staff will install and configure the new video detection equipment and reconfigure the existing vehicle detection system at San Antonio Road and Middlefield Road to comply with SynchroGreen requirements.  SynchroGreen Software Integration SynchroGreen is a proprietary adaptive signal timing and coordination program. This contract includes the initial licensing, activation, and integration of coordinated timing programs along the San Antonio Road corridor for each of the peak periods.  Warranty, Maintenance and Support This contract includes a three-year warranty, maintenance and support period for the SynchroGreen system along the San Antonio Road corridor and integration with the City’s current ATMS.  Optional Task #1 – Vehicle Detection Equipment Installation and Configuration This optional task includes the installation and configuration of the new video detection equipment by TrafficWare or its local vendor, Columbia Electric, Inc. TrafficWare or Columbia Electric, Inc will also reconfigure the existing vehicle detection system at San Antonio Road and Middlefield Road to comply with SynchroGreen requirements. Vehicle detection devices, which include video cameras directed at oncoming travel lanes, will be designed, installed, and operated in conformance with the City’s Policy on Video Management and added to the City’s inventory of video cameras. These vehicle detection devices do not record any captured video, nor are they monitored by staff.  Optional Task #2 – On-Site Training for SynchroGreen This optional task includes the provision of a two-day training session for SynchroGreen as it relates to the City’s ATMS. Training would occur at the City of Palo Alto offices. Resource Impact The Transportation Contingency which has sufficient funding in FY 2016 is recommended to be used to fund this contract ($206,056) for the installation of the SynchroGreen system. It is recommended that funding from the Transportation Contingency be allocated to the Traffic Signal and Intelligent Transportation Systems capital project in the General Capital Improvement Fund (PL-05030). If approved, it is City of Palo Alto Page 4 anticipated that funding will be made available in FY 2017 contingent on City Council approval of a recommended reappropriation depending on the timing of the completion of this transfer and year end closing proceedures. This contract includes a three-year warranty, maintenance and support period for the SynchroGreen system and integration with the City’s existing ATMS. Ongoing operating costs are estimated to be roughly $500 per intersection per year, for a total post- warranty annual cost of $2,000 for this project. These ongoing costs, which are equivalent to the cost to maintain the existing signal system along San Antonio Road, are primarly in staff resources and will be absorbed by the Planning & Community Environment Department and Utilities Department, as part of the regular maintenance and operation of the City’s traffic signal system. Periodic equipment upgrades and replacement will also be required and budgeted as needed, some of which may qualify as capital improvement projects. As additional SynchroGreen systems are added to the City’s inventory, the departmental operating budgets may need additional resources. Timeline The installation and upgrade of vehicle detection capabilities is anticipated to occur during the first two to four weeks of this project. Following the vehicle detection upgrade, City Staff will work with TrafficWare to develop and implement a coordinated corridor timing program that will serve as the basis for the SynchroGreen adaptive timing coordination. Staff anticipates that implementation as well as on-site testing and adjustments should occur after PAUSD is back in session in the fall of 2016. The extended warranty and technical support would continue into mid-2019. Attachments:  Attachment A: Trafficware Contract #C16163554 (PDF) 1 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc CITY OF PALO ALTO CONTRACT NO. C16163554 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 27th day of May, 2016, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRAFFICWARE GROUP, INC., a Texas corporation, located at 522 Gillingham, Sugar Land, Texas, 77478, Telephone (281) 240-723 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1.SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” - Compensation “D” - Insurance Requirements CONTRACT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from May 27, 2016 to June 30, 2017 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of One Hundred Ninety One Thousand Fifty Six Dollars ($191,056.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C ATTACHMENT A 2 Rev. April 20, 2015 General Services Agreement by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Fifteen Thousand dollars ($15,000.00) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. (Not Applicable) 7. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Rafael Rius, Planning & Community Environment Department, Transportation Division: (650) 329-, Telephone: (650) 329-2305. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 6 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 3 Rev. April 20, 2015 General Services Agreement times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. H. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. I. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. J. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 4 Rev. April 20, 2015 General Services Agreement their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. K. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. L. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. M. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A-:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. N. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section M relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 5 Rev. April 20, 2015 General Services Agreement CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. O. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. P. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. Q. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination if for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. R. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. S. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 6 Rev. April 20, 2015 General Services Agreement otherwise, which would conflict in any manner or degree with the performance of this Contract. CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY Officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Contract. CONTRACTOR agrees to advise CITY if any conflict arises. T. GOVERNING LAW. This contract shall be governed and interpreted by the laws of the State of California. U. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. V. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. W. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements:  All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks.  Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office.  Reusable/returnable pallets shall be taken back by CONTRCATOR, at no DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 7 Rev. April 20, 2015 General Services Agreement additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. X. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Y. CONTRACT TERMS: All unchecked boxes do not apply to this Agreement. Z. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRCATOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 8 Rev. April 20, 2015 General Services Agreement At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10- day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO TRAFFICWARE GROUP, INC. Approved as to form: DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C CFO 2 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall provide the following for the San Antonio Road SynchroGreen Traffic Adaptive Signal System: Task 1 – SynchroGreen Intersection Software - This contract includes the purchase of Synchro Green Adaptive Intersection Software licenses for five intersections. The five intersections include:  San Antonio Road and Charleston Road  San Antonio Road and Leghorn Street  San Antonio Road and Middlefield Road  Charleston Road and Fabian Way  San Antonio Road and Nita Avenue Task 2 – SynchroGreen Project Integration – This task includes the configuration SynchroGreen Software adaptive timing for the five intersections listed above, and integration into the CITY’s currently operating Advanced Traffic Management System (ATMS). Configuration will include the incorporation of three time-of-day (TOD) signal coordination programs with coordination from City Staff (AM, PM, Off-peak). Task 3 – Database Conversion and Installation: San Antonio Road/Middlefield Road – This task involves converting and configuring the vehicle detection equipment at the intersection of San Antonio Road at Middlefield Road necessary to operate Synchro Green Intersection Software. Task 4 – Detection Equipment for San Antonio/Charleston, San Antonio/Leghorn, San Antonio/Nita, and Charleston/Fabian – This task includes furnishing video detection equipment necessary to operate Synchro Green Intersection Software at the intersections listed above. This task includes equipment only and general product support. Installation of equipment in this task is assumed to be installed by City of Palo Alto Electric Utilities Staff or other contractors. Task 5 – Detection Installation for Charleston, Leghorn, Nita, Middlefield, and Fabian – CONTRACTOR and/or its sub-contractor will provide installation and configuration services for the equipment described previously in Task 4. Task 6 – SynchroGreen Onsite Training – CONTRACTOR and/or its sub-contractor will provide on-site training up to two consecutive days, for City of Palo Alto Staff. Training will be held within the City of Palo Alto. Task 7 – Warranty, Maintenance, and Support (3 years) – This task provides extended project warranty, maintenance (updates), and technical support to City Staff for the operation and maintenance of the Synchro Green Intersection Software for three years from date of implementation. DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 3 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services so as to complete each task within the time period specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONTRACTOR and CITY so long as all work is completed within the term of the Agreement. Task Complete From NTP 1. Task 1 SynchroGreen Intersection Software 1 Day 2. Task 2 SynchroGreen Project Integration 4 Weeks 3. Task 3 Database Conversion and Installation: San Antonio Road/Middlefield Road 1 Day 4. Task 4 Detection Equipment for San Antonio/Charleston, San Antonio/Leghorn, San Antonio/Nita, and Charleston/Fabian 4 Weeks 5. Task 5 Detection Installation for Charleston, Leghorn, Nita, Middlefield, and Fabian 4 Weeks 6. Task 6 SynchroGreen Onsite Training 1 Week DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 8 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc EXHIBIT C SCHEDULE OF FEES CONTRACTOR shall perform the tasks as described and budgeted below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for the Services including reimbursable expenses, does not exceed $206,056.00. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. DESCRIPTION OF TASK NOT TO EXCEED COMPENSATION PER TASK INCLUDING REIMBURSABLES Task 1 $67,500.00 SynchroGreen Intersection Software P/N: 97500-0015, 5 EA @ $13,500.00 Task 2 $7,500.00 SynchroGreen Project Integration P/N: 97500-0005 Task 3 $1,000.00 Database Conversion and Installation Task 4 $56,426.00 Detection Equipment for San Antonio/Charleston, San Antonio/Leghorn, San Antonio/Nita, and Charleston/Fabian) Task 5 $36,786.00 Detection Installation for Charleston, Leghorn, Nita, Middlefield, and Fabian Task 6 $5,000.00 SynchroGreen Onsite Training (2 Days) P/N: 97500-0045 Task 5 $5,000.00 Warranty, Maintenance, and Support (3 years) P/N: 97500-0055 Shipping $1,000.00 Taxes $10,844.00 SUBTOTAL $191,056.00 Contingency $15,000.00 TOTAL $206,056.00 DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 12 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C 13 Rev. April 20, 2015 C:\ProgramData\activePDF\DC_ENT\Tmp\5dad4f\SandBoxGuestf0f1f6d3-6c34-4551-bfe7-bbcc79f71bed.doc A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: 38ADEE41-818B-4ADA-BAFB-EEFCE28D511C Certificate Of Completion Envelope Id: 38ADEE41818B4ADABAFBEEFCE28D511C Status: Completed Subject: Please DocuSign this document: C16163554 Trafficware Contract.pdf Source Envelope: Document Pages: 13 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 4/20/2016 2:30:41 PM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Joe Custer JoeCuster@trafficware.com CFO Security Level: Email, Account Authentication (None)Using IP Address: 71.29.218.138 Sent: 4/20/2016 2:39:33 PM Resent: 4/26/2016 8:45:58 AM Resent: 5/2/2016 6:59:55 AM Viewed: 4/26/2016 10:58:52 AM Signed: 5/2/2016 1:21:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Robin Ellner robin.ellner@cityofpaloalto.org Admin Associate III City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 4/20/2016 2:39:33 PM Electronic Record and Signature Disclosure: Accepted: 2/11/2015 9:51:24 AM ID: efb775a7-f39e-4c9f-817a-5ec939666ecf Sherry Nikzat Sherry.Nikzat@CityofPaloAlto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 5/2/2016 1:21:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Carbon Copy Events Status Timestamp Robin Ellner robin.ellner@cityofpaloalto.org Admin Associate III City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 5/2/2016 1:21:24 PM Electronic Record and Signature Disclosure: Accepted: 2/11/2015 9:51:24 AM ID: efb775a7-f39e-4c9f-817a-5ec939666ecf Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/2/2016 1:21:24 PM Certified Delivered Security Checked 5/2/2016 1:21:24 PM Signing Complete Security Checked 5/2/2016 1:21:24 PM Completed Security Checked 5/2/2016 1:21:24 PM Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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