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Iteris Inc - FY2025-032 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ITERIS, INC. 01203.0006/873094.2 1 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ITERIS, INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on November 7, 2024 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City"), and ITERIS, INC., a Delaware Corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Consultant shall provide those services specified in the "Scope of Services", as stated in the Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services"or"work"hereunder.As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those 01203.0006/873094.2 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any"public work"or"maintenance work,"as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit$200(two hundred dollars)for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for 01203.0006/873094.2 2 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Pad roll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776,which requires Consultant and each subconsultant to:keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement,Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Ei .ht-Hour Work Da%. Consultant acknowledges that 8 (eight)hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1,Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight)hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 11/2 (one and one half)times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees.In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code 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 I will comply with such provisions before commencing the performance of the work of this contract." Consultant's Authorized Initials 01203.0006/873094.2 3 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2,Part 7, Chapter 1 (commencing with Section 1720)of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses,permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes,plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work,and the equipment,materials,papers, documents,plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes 01203.0006/873094.2 4 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in(i)the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum;or,in the time to perform of up to 90(ninety)days,may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively,must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate,the facts surrounding the issue,proposed solutions,proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit"B"and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $508,820 (Five Hundred Eight Thousand Eight Hundred Twenty Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. 01203.0006/873094.2 5 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 2.2 Method of Compensation. (a) The method of compensation may include: (i) a lump sum payment upon completion; (ii)payment in accordance with specified tasks or the percentage of completion of the services; (iii)payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks,and(b)the Contract Sum is not exceeded;or(iv)such other methods as may be specified in the Schedule of Compensation. (b) A retention of 10% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory and timely completion of services.This retention shall not apply for on-call agreements for continuous services or for agreements for scheduled routine maintenance of City property or City facilities. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 01203.0006/873094.2 6 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order,but not exceeding 180 (one-hundred-eighty) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including,but not restricted to,acts of God or of the public enemy,unusually severe weather,fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding (1) one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its discretion, extend the Term by one (1) additional 6-month extension. ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. 01203.0006/873094.2 7 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Viggen Davidian Vice President (Name) (Title) Deepak Kaushik Principal Engineer (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Ramzi Awwad, Public Works Director, or such person as he may designate. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 01203.0006/873094.2 8 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant, its agents or employees,perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition,neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO"insured contract"language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and 01203.0006/873094.2 9 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3)years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (0 Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. (a) Proof of insurance.Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems 01203.0006/873094.2 10 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers,officials,employees, and agents,and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 01203.0006/873094.2 11 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement,and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents("Indemnified Parties")against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable("indemnitors"),or arising from Consultant's or indemnitors' reckless or willful misconduct,or arising from Consultant's or indemnitors'negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 01203.0006/873094.2 12 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers,books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor 01203.0006/873094.2 13 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use,reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City 01203.0006/873094.2 14 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Attorney,voluntarily provide documents, declarations,letters of support,testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default,the City shall hold all invoices and shall,when the default is cured,proceed with payment on the invoices. In the alternative,the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default,the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 01203.0006/873094.2 15 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, 01203.0006/873094.2 16 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation.All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. 01203.0006/873094.2 17 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer(with her/his name and City title),City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. 01203.0006/873094.2 18 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Notice shall be deemed communicated at the time personally delivered or in 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences,clauses,paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty& Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. 01203.0006/873094.2 19 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 Consultant further warrants and represents that(s)he/it has not engaged in any act(s),omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee,as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials d* 9.7 Corporate Authorih The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/873094.2 20 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Lgned by: CrutiLs6Ak John Cruikshank,Mayor ATTEST: DocuSigned by: 6439213660701-4A7... - Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE&WYNDER, LLP —DocuSigned by: Uiill,itunk RikAr "-9F096A23BACC45F... William W. Wynder, City Attorney CONSULTANT: ITERIS, INC . Del 'arc corporation By: Name: Steven Bradl, • Title: Regional Vice si+_=pit / By: ,� I y Name: Kerry Shiba Title: Secratary Address: 1700 Carnegie Avenue Santa Ana, CA, 92705 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/873094.2 21 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2023 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/873094.2 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2023 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/873094.2 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 EXHIBIT "A" SCOPE OF SERVICES I. The following scope of work is intended as a guide only, additional services may be required which are not listed below but need to be completed. Consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the below-noted tasks, where appropriate, and provide suggestions which might lead to efficiencies and enhance the results or usefulness of the work. City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or record materials for service deliverables and provide comments. Consultant is required to revise draft deliverables to address City staffs comments. The project team and identified consultant staff as indicated in the consultant proposal shall not be substituted without the written authorization of the City for the duration of the project. A. TASK 0: PROJECT MANAGEMENT/ADMINISTRATION/MEETINGS Consultant will be required to attend a kick-off meeting with City representatives and participating stakeholders to review the project and participate in ongoing project coordination. In consultation with City representatives, the Consultant will determine relevant issues specific to the Project and governing standards to be applied.Progress meetings will be held bi-weekly(on average),with City staff, and as needed with Caltrans and other agencies Stakeholders Group (aka the Focus Group). Consultant shall prepare agendas and meeting minutes with an action item matrix and distribute to the City and other attendees, as required. 1. Attend a pre-design(kick-off)meeting with City representatives and other agencies as required to review the Project. 2. Maintain continuous communication with the City Project Manager, including meetings to review project status at desired milestones. 3. Provide agendas of special items for discussion, and minutes listing actions. 4. Provide a detailed project schedule with updates on a bi-weekly basis. 5. Maintain continuous awareness of the status of each task as it proceeds and make provisions to expedite and resolve any difficulties that may impede progress. 6. Proactively initiate communications efforts between the technical team and City to address key issues in a timely manner. 7. Coordinate the Project, including approvals with the City. 8. Prepare and deliver up to 2 presentations to the Traffic Safety Committee. 9. Prepare and deliver up to 2 presentations to the City Council. 10. Perform all required project management and administrative services to obtain all Encroachment Permits required by Caltrans and other agencies. 01203.0006/873094.2 A-1 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 B. TASK 1: CONFIRM EXISTING INVENTORY&VALIDATE ITS NEEDS This task includes field visits and surveys to confirm current physical conditions along the corridor. Field Visits and Survey Consultant shall obtain any necessary Encroachment Permits (EPs) from Caltrans to perform any work within State Right-of-Way(ROW). Consultant shall conduct field visits of the project area to verify existing Traffic Signal and Intelligent Transportation System (ITS) equipment identified in the ITS Inventory Report and to identify design issues. Consultant shall record site conditions in photographs and/or video. Consultant shall document results in a field survey memorandum. Consultant shall perform all necessary topographic and other survey work for the project, including, but not limited to at the 7 median locations where left-turn extensions are proposed. All survey work shall be done in accordance with Caltrans requirements. At a minimum, consultant shall prepare a Topographic Survey Map situated on NAD83 state plane coordinate system at a scale of 1" = 10' over the 7 median sites listed below, delivered in both PDF and AutoCAD format. The Topographic Survey Map shall include, but not be limited to, the minimum of the following: a. Centerline and Right-of-Way lines established from field surveyed measurements, available public record, and municipal digital mapping data. b. Horizontal location, size and description of buildings, driveways, walks, curbs, walls, fences, signs, poles, trees over 6" in diameter, and other permanent surface visible features. c. Topography situated on presiding municipal datum as established by city benchmarks at a 1-foot contour interval, and spot elevations on a grid pattern in level areas. d. Elevations on driveways,walks, curbs, gutters, and walls, including at back of walk,top of curb, flow line, edge of gutter and centerline every 25' along roadways, within the limits of the left turn median extensions. e. Utilities at surface located by the field crew. Subsurface detection and invert measurements are excluded from this scope. C. TASK 2: ADAPTIVE SYSTEM EVALUATION, SELECTION, RELIMINARY, & FINAL ENGINEERING This task includes all services required to evaluate the adaptive system and prepare preliminary design/engineering. /// 2.1 Adaptive System Evaluation and Selection In close cooperation with Caltrans District 7 and with that agency's concurrence„ Consultant will coordinate, schedule and complete the evaluation process for determining an adaptive system that offers the best value, based on several criteria and requirements 01203.0006/873094.2 A-2 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 included, but not limited to ease of implementation, deployment cost and price commitment, other users' feedback. In close coordination with Caltrans District 7 and with that agency's concurrence, Consultants will conduct a thorough evaluation of a total of up to four (4) adaptive signal control systems using the above-listed criteria and requirements. It is anticipated the three (3) of the four systems will be the ones that were initially evaluated during the previous phase. Consultants will develop a ranking system based on these factors and select the most suitable system that will best achieve the goals and functional requirements specified in the Concept of Operations document for this Project. 2.2 Preliminary Engineering This task includes preliminary engineering plans specifications and estimates. Consultant shall collect all required data and produce base level plans for review before proceeding with final design activities. As such, Consultant shall produce preliminary design plans including, but not be limited to, the following: a) Adaptive Technology preliminary specifications and requirements. b) System Design: Utilizing the tasks identified in the Scoping Document, ITS Inventory of Needs, and Concept of Operations Documents, Consultant shall prepare System Design Plans, System Integration and Acceptance Testing Plans, Specifications, and Estimates tied to the specific requirements for the selected adaptive traffic signal system. c) Material Procurement Plan: In close coordination with the City and Caltrans, Consultant shall develop a procurement plan that identifies opportunities for Contractor-furnished versus State- furnished material such as CCTVs. d) Construction Plans and Specifications, developed in close coordination with the City and Caltrans, including all information necessary for construction of the proposed civil improvements. Engineering plans shall include at a minimum, but not be limited to the civil improvements for seven left turn lanes as follows: i. Northbound left-turn at Avenida Aprenda ii. Southbound left-turn at Westmont Drive-Delasonde Drive iii. Northbound left-turn at Toscanini Drive iv. Northbound left-turn at Terraces Shopping Center v. Southbound left-turn at Park Western Drive vi. Southbound left-turn at 1st Street vii. Southbound left-turn at Weymouth Place-Avenue e) Traffic Signal Modification Construction Plans and Specifications for each intersection in accordance with Caltrans standards and requirements. f) Traffic Control Plans and Specifications needed for maintenance of traffic during construction in accordance with Caltrans Standards and Requirements. g) Construction Plans and Specifications for any other improvements that are part of the proposed improvements and the Comprehensive Traffic Study, Scoping Document, ITS Inventory of Needs, and Concept of Operations Documents. All construction plan sheets will conform with the requirements as shown in Caltrans Encroachment Permit Guide as shown in the following link: 01203.0006/873094.2 A-3 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 http s://dot.ca.gov/-/media/dot- media/programs/trafficoperations/documents/encroachment- permits/epapplication-guidebooklet-a 11 y.pdf Basis of Design Document Consultant will prepare a Basis of Design(BOD)document,which will include preliminary design phase tasks, which shall be initiated at the beginning of preliminary design and be kept current throughout design. The BOD shall also include but not be limited to the following: a. Description of the Project. b. Executive Summary. c. Summary and results of the Environmental Analysis. d. List of legal, regulatory, and permit requirements. e. List of applicable codes and standards to be used in design. f. List of design assumptions and criteria. g. Description of site-related field investigations conducted, and research completed h. Work Breakdown Structure (WBS)based Scope of Work i. WBS based cost-loaded schedule for the Work. j. WBS based Consultant's estimated cost for the Project. k. Construction Packaging Plan establishing composition of Project elements into Construction Bid 1. Packages and defining the relationships between m. packages; and n. Construction Phasing Plan. o. Coordination with other projects 2.3 Plans, Specifications, and Estimates Building off the Preliminary Engineering task, Consultant shall prepare 65%, 90%, and 100%plans which shall include engineering calculations,reports,Plans, Specifications and Estimates (PS&E) accordance with Caltrans Requirements for all work to be performed within State ROW and per the local municipalities for work to be performed within local jurisdictions. As such, the design plans will include but not be limited to the following: a) Upon selection of the Adaptive Technology vendor by Caltrans and the City (as part of 2.1), technical specifications and requirements shall be included in all documents as may be needed. b) System Design: Utilizing the tasks identified in the Scoping Document, ITS Inventory of Needs, and Concept of Operations Documents, Consultant shall prepare System Design Plans, System Integration and Acceptance Testing Plans, Specifications, and Estimates tied to the specific requirements for the selected adaptive traffic signal system. c) Material Procurement Plan: In close coordination with the City and Caltrans, Consultant shall develop a procurement plan that identifies opportunities for Contractor-furnished versus State- furnished material such as CCTVs. d) Construction Plans and Specifications, developed in close coordination with the City and Caltrans, including all information necessary for construction of the 01203.0006/873094.2 A-4 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 proposed civil improvements. Engineering plans shall include at a minimum, but not be limited to the civil improvements for seven left turn lanes as follows: i. Northbound left-turn at Avenida Aprenda ii. Southbound left-turn at Westmont Drive-Delasonde Drive iii. Northbound left-turn at Toscanini Drive iv. Northbound left-turn at Terraces Shopping Center v. Southbound left-turn at Park Western Drive vi. Southbound left-turn at 1st Street vii. Southbound left-turn at Weymouth Place-Avenue e) Traffic Signal Modification Construction Plans and Specifications for each intersection in accordance with Caltrans standards and requirements. Traffic Signal Modification Construction Plans and Specifications shall include at a minimum, but not be limited to: i. Revised Equipment Schedule reflecting the necessary removal of existing traffic signal poles and installation of new ones to accommodate changes in the proposed road geometry as reflected in the Comprehensive Traffic Study Report,the ITS Inventory of Needs,the Design Scoping Document and EPOP or DEER as required by Caltrans. ii. Updated traffic signal conductor schedule. iii. Other upgrades required by CAMUTCD's latest edition such as accessible pedestrian push buttons, bicycle detection, and others to be determined by Consultant to comply with the CAMUTCD and Caltrans requirements. iv. Updated signing and striping to reflect revised lane configuration and required traffic signs. f) Traffic Control Plans needed for maintenance of traffic during construction. The traffic control plans shall be prepared in accordance with Caltrans Standards and Requirements. The traffic control plans for raised median work shall include at a minimum, but not be limited to, the following: i. Alignment of temporary striping and/or delineators for the purposes of maintaining traffic through construction area. ii. Temporary signage in compliance with latest CAMUTCD section 6 and Caltrans standard plans. iii. Traffic control general notes and working hours. g) Construction Plans and Specifications for any other improvements that are part of the proposed improvements and the Comprehensive Traffic Study, Scoping Document, ITS Inventory of Needs, and Concept of Operations Documents. h) All documents necessary to obtain Caltrans Encroachment Permits in accordance with that agency's Standards and Requirements. As noted earlier,all construction plan sheets shall conform with the requirements as shown in Caltrans Encroachment Permit Guide as shown in the following link: http s://dot.ca.gov/-/media/dot- media/programs/trafficoperations/documents/encroachmentpermits/ep-application- guidebooklet-a l l y.pdf 01203.0006/873094.2 A-5 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Design reviews will be performed at the 65%, 90%, and Final design phases. For each design review submittal, Consultant will provide PDFs and CAD files of all plans, specifications, and all other material required by the Scope of Services. Electronic CAD Files of the final drawing set will also be submitted on DVD or other electronic media. 15 working days will be required for review of submittal documents at each design review. Consultant shall provide a written response to all review comments within fourteen (14) calendar days of receipt. This shall be done in the form of a comment log, as an MS Excel spreadsheet, and will show the disposition of all comments and will include,at a minimum, the comment, drawing or specification reference, originator of the comment, and detailed response to the comment. The comment log may also reference highlights or annotations to the original documents (drawing and specifications). Final PS&E Package Upon resolution of all outstanding comments, Consultant shall prepare a Final PS&E package. The Final PS&E package shall include all the components required by Caltrans Encroachment Permits and will include but not limited to the following: a) Final Construction Plans, specifications, and engineer's construction cost estimate b) Construction schedule c) Comments disposition memorandum(s) In addition, Consultant shall prepare the Notice Inviting Bids package. Consultant shall support the City by providing information for any Community Information Workshops. 2.4 Development of Configuration, Testing,Integration, and Acceptance Plans Consultant shall prepare plans for the configuration, installation, testing, integration and acceptance procedures of the adaptive system of choice that will facilitate project's operational acceptance and close out. Said plans will serve to check the original system objectives and functional requirements identified in the Concept of Operations document. 2.5 Permitting Consultant shall facilitate and participate in an initial meeting with Caltrans District 7 representatives to discuss the need, purpose and extents of review, consent and approval needed for the project at hand. Prior to the meeting, Consultant in collaboration with the City will complete QMAP Checklist TR0416,results of which will be shared with Caltrans. Consultant and the City will meet with Caltrans Encroachment Permits Office and applicable Functional Units to discuss the overall conceptual project improvements and confirm that the Quality Management Assessment Process (QMAP) is the appropriate pathway to obtain project approval, or whether the EPOP pathway is sufficient. The Cost Estimate associated with the Caltrans QMAP review process has been identified as Optional. Once validated by Caltrans, Consultant shall follow the appropriate process to receive Caltrans approval of the PS&E. 01203.0006/873094.2 A-6 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Consultant shall determine the owners of the existing utilities within, and adjacent to, the project corridor. Consultant shall prepare and send the Utility A letters and a location map to the applicable utility companies requesting utility information and verification of their existing facilities including the location, size, and depth (if applicable) within the work area, or those that might be affected by the proposed improvements. Consultant shall then update the base map to reflect the existing utility information. Relevant to the seven median modifications to extend left-turn lanes, Consultant shall prepare a Geometric Approval Drawing (GAD) for the proposed improvements highlighting the roadway design elements Caltrans is responsible for. The preliminary design will include typical sections,horizontal and vertical roadway geometry. If required, a Design Information Bulletin 78(DIB 78)checklist will also be completed to identify non- standard features. The non-standard features will be annotated on the GAD to facilitate discussions with Caltrans so that approval can be eventually obtained on the GAD. A meeting will be held with Caltrans to walk through the proposed design so that review staff can best understand the proposed improvements and impacts to Western Avenue and the extent non-standard features, if any, that would have to be documented. Once the GAD is approved, if required, a Design Standard Decision Document(DSDD) will be prepared in accordance with Appendix BB of the Caltrans Project Development Procedures Manual (PDPM) for Caltrans approval. It is not anticipated that a Storm Water Data Report (SWDR), Drainage Report (DR) will be required by Caltrans. Consultant will utilize the preliminary design in the GAD and other information provided by the consultant design team to prepare a Design Engineering Evaluation Report(DEER), if required, in accordance with Caltrans' guidance as outlined in Appendix I of the PPDM. The DEER will incorporate the following pieces of information with input from others, as applicable: a) • Signature Cover Page b) • Project Description c) • Background d) • Purpose and Need e) • Environmental Document f) • Right-of-Way g) • Traffic and Maintenance and Operations Impacts h) • Proposed Scope of Work i) • Other Considerations as Appropriate j) • Project Personnel Attachments Required: a) Project Vicinity Map b) Project Plans c) Right-of-Way Data Sheet d) Initial Site Assessment e) Storm Water Data Report 01203.0006/873094.2 A-7 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 f) Environmental Addendum (Cover Page) g) As applicable h) Utility Management Matrix i) Utility Relocation Plan j) DSDD k) Traffic Study(including collision analysis) 1) Traffic Management Plan m) Project Cost Estimate It is anticipated that the Caltrans review process will include the initial draft,revised draft, and final DEER. QMAP Processing and Approval Once the draft 65% plans are completed, Consultant shall prepare and send the B letters and plans to the applicable utility companies notifying the utility companies of potential conflicts between existing facilities and the proposed improvements. The utility companies will also be asked to again verify their existing facilities including the location, size, and depth (if applicable) within the work area. Report of Investigations (ROI), Utility Agreements (UA) and Notice to Owners (NTO) will be drafted and coordinated with the utility companies in compliance with Caltrans Local Assistance Procedures Manual to obtain R/W and utility certification for the project. Although it is anticipated there will be no R/W acquisition for this project, this must still be documented with Caltrans. If there are utility conflicts, Consultant shall prepare and send the NTO's (C letters) and plans to the applicable utility companies to coordinate the utility relocation. The NTO's, distributed when the project is ready for advertisement, will include the project schedule and deadlines for completion of the utility relocation. In collaboration with the City, Consultant shall facilitate the review and approval of documents submitted to Caltrans District 7. Once all the Caltrans Functional Units provide their approval on the final PS&E package, R/W and utility certification is obtained, Consultant shall work with Caltrans to have a construction encroachment permit issued to the City to utilize for construction purposes. Consultant shall prepare a construction cost estimate for the project and prepare an estimated construction schedule. /// 2.6 Environmental Documentation This task includes the services required to complete environmental compliance. Draft Notice of Exemption Based on review of the project features, Consultant shall prepare a Class 1 Categorical Exemption (CE) for the project pursuant to the California Environmental Quality Act (CEQA). According to the State CEQA Guidelines Section 15301, the project would qualify for a Class 1 CE because it involves minor alterations of an existing public facility (roadway) and involves negligible or no expansion of the existing use. 01203.0006/873094.2 A-8 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Consultant shall prepare a draft Notice of Exemption(NOE),consistent with Section 15062 of the State CEQA Guidelines. The NOE will include a description of the project location as well as the nature, purpose, and beneficiaries of the project. It will also document why the project is exempt by substantiating the lack of significant environmental impacts. For this task, Consultant shall also prepare a Substantial Evidence Memorandum (Memorandum)based on a review of City and local planning documents to ensure that the proposed improvements are in conformance with allowed land uses. This Memorandum will also detail why the project would not result in any significant impacts related to the Exceptions identified in Section 15300.2 of the CEQA Guidelines. The draft NOE and Memorandum will be submitted electronically(i.e., in Word and PDF format)to the City for review and comment. Final Notice of Exemption Upon receipt of comments from the City, Consultant shall revise the NOE and Memorandum accordingly. It is anticipated that comments will be editorial in nature and will not require substantial revisions. Also, this Scope of Work assumes that no major changes to the Project Description are made subsequent to initiation of the CEQA documentation process. Consultant shall coordinate the necessary signing and filing of the NOE with the County of Los Angeles Clerk-Recorder as well as the Office of Planning and Research (OPR) upon project approval. This scope assumes that the City is exempt from the County's $75.00 filing fee; should it be determined that a filing fee is required, Consultant will request reimbursement. The following are CEQA-related assumptions that are tied to this scope: a. This scope of work assumes no substantive changes to the project description will occur after the City authorizes CEQA work to begin. Should changes occur after this point, certain analyses may require revision and a change order may be required. b. Because the project is not expected to result in an increase in daily vehicle trips, transportation impacts will be evaluated qualitatively, and a vehicle miles traveled analysis is not assumed. c. Consultant will provide the following: i. Project Description including site plan ii. Construction and operational-related data to support technical analyses (would only be required with an IS/MND,which is not assumed within this scope) iii. Temporary traffic control measures iv. Anticipated water quality and drainage best management practices v. If an IS/MND is required, the City will undertake all required tribal consultation efforts and provide all relevant details for incorporation into the CEQA document. However, an IS/MND is not assumed within this scope. 01203.0006/873094.2 A-9 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 vi. No supplemental analyses to satisfy federal or State grant funding applications are assumed. vii. No federal or State nexus requiring NEPA approval is assumed. D. TASK 3: DEVELOP SIGNAL SYNCHRONIZATION SCENARIOS AND TIMING PLANS This task includes the traffic data collection and review, and development of signal timing plans. 3.1 Data Collection Memorandum Consultant shall prepare a brief Memorandum outlining steps and methodology to be used for collecting average daily traffic (ADT) and turning movement counts (TMC) during peak periods as outlined in the following task. The memorandum will be submitted to Caltrans for review, submittal and approval prior to proceeding with the actual data collection. 3.2 Data Collection Consultant shall collect vehicular, bicycle, pedestrian volume data, vehicle speeds, and other relevant factors at each of the 13 intersections involved, along with existing signal timing data gathered as part of Task 1. Twenty-four (24)-hour Average Daily Traffic (ADT) roadway count data shall be collected. The results will be presented in Microsoft Excel spreadsheets and graph format. Consultant will include proposed peak period and durations for AM,midday,PM,off-peak and an after-hours period, if needed for review and approval by Caltrans, prior to proceeding with peak-period intersection turning movement counts. Peak periods can be expected to last approximately two(3)hours for AM(capturing before school drop-off), two (2) hours for after-school/afternoon pick-up, and two (2) hours for PM periods,unless otherwise agreed upon. The first hour of midday period will be used as off-peak volume. Turning movement count data will be collected and submitted two (2) weeks after Average Daily Traffic Counts data is provided. Turning movement count results for each intersection will be presented in Microsoft Excel spreadsheets. The turning movement counts will be collected on a Tuesday, Wednesday, or Thursday, weather permitting, during a non-holiday week. Consultant shall prepare a comparative analysis of the new collected ADT and peak period (AM/PM) traffic data with those completed in 2023 side-by-side. The analysis will conclude with an evaluation and recommendation on whether or not updates to the timing and coordination plans (Tasks 3.2 and 3.3) are recommended. 3.3 Signal Timing Plan Update Consultant shall update the signal timing plans for each of the 13 intersections involved, based on newly collected traffic count data. This plan will specify the green, yellow, and red intervals for each signal phase, cycle length, offset style, as well as the sequence of 01203.0006/873094.2 A-10 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 signal phase, building off of the existing conditions as described in the ITS Inventory and Needs Report(Iteris Traffic Study, 2024). 3.4 Coordination Plan Update Similarly to Task 3.3, Consultant shall update the coordination plan that specifies offsets for each pair of adjacent intersections, and optimizes vehicular flows through the corridor while yielding minimal delay to intersecting streets,during morning and evening peak, and off-peak periods (Iteris Traffic Study, 2024). 3.5 Simulation and Modeling Consultant shall simulate and construct the optimized coordination plan using simulation software packages (i.e. Tru-Traffic and/or Synchro) to model performance of the signal timing and coordination plans. Consultant will utilize the Synchro network files from Consultant' Traffic Study as a baseline, to facilitate the completion of this task. Consultant shall provide completed signal timing charts for Caltrans to review and implement as part of deliverables. Consultants will then conduct a "Before" traffic flow study. The "Before" study will consist of a Travel Time Study and a Traffic Signal Operational Analysis. Information regarding the Measures of Effectiveness(MOE)will be gathered through the arterial section to generate a baseline Level of Service (LOS) for comparison to the After Study. A Before Study will be submitted for each of the peak periods. Consultant shall present the Before Study to establish a baseline for determining the effectiveness of the final proposed timing plan. Directional data and results will be provided in Microsoft Excel format. Consultant shall generate the Measures of Effectiveness (MOE) for the Travel Time Study using the floating car method with Thru-Traffic software. The trip log files will be in .gpx or .TruTTrip format. The Before Travel Time Study will include seven (7) runs in each direction of travel. 3.6 Timing Plans Implementation and Fine Tuning Consultant shall implement signal timing plans to coordinate traffic signals across the 13 signalized intersections. Coordination with Caltrans will be required in doing so. Upon implementation, Consultant will field verify the timing plans by performing field checks and fine-tune them as necessary. If changes to the implementation phase are proposed, Consultant shall resubmit Synchro, Tru-Traffic files and modified timing plans along with documentation of the implementation data. Consultant shall prepare and submit an After Study. The After Study will consist of a Travel Time Study and a Traffic Signal Operational Analysis. Information regarding the Measures of Effectiveness (MOE)will be gathered through the arterial section to generate a post-implementation LOS for comparison with the Before Study. The After Study will include comparisons of each of the peak periods. The After Study will be submitted two (2)weeks after completion of Implementation Phase. 01203.0006/873094.2 A-11 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Consultant shall present the After Study in comparison to the Before Study baseline. This comparison will be utilized to determine the effectiveness of the final proposed timing plan. Directional data and results will be provided in Microsoft Excel format. The MOE for the Travel Time Study will be generated using the floating car method and from Tru-Traffic software. The trip log files will be in .gpx or .TruTTrip format. Similar to the Before Study, the After Travel Time Study will include seven (7) runs minimum in each direction of travel. E. TASK 4: CONSTRUCTION SUPPORT & ADAPTIVE SYSTEM INTEGRATION SERVICES This task includes required services during the pre-construction, construction, and post- construction phases. 4.1 Construction Support Consultant shall provide support during bidding, construction and implementation of signal, adaptive system detection and communication infrastructure as follows: a) Attend pre-bid meeting, and respond to questions arisen during bidding period, b) Attend pre-construction meeting and respond to Requests for Information (RFI), and submittals, c) Assist in evaluating change order requests, and design revisions as appropriate, d) Compile record drawings as "As-Builts" based on contractor's marked-up documents. 4.2 Adaptive System Integration Services The procurement of the adaptive system and the services of its vendor will be done by the Contractor during the construction phase. However, Consultant will provide oversight services to the selected adaptive system vendor to integrate existing and new signal equipment including,but not limited to, controller and its firmware,video/loop detections, CCTV, communication devices connectivity tests between field to Caltrans Traffic Management Center (TMC) or other remote or online web services as required, adaptive signal control licensing, and appurtenant deliverables for an operational system. Consultant shall oversee successful execution by the contractor and/or vendor of system implementation tasks. Tasks may include, but are not limited to, intersections graphics configuration, communication documentation of successful completion of all system integration, and testing plans. F. TASK 5: DEVELOP, DOCUMENT OPERATION & MAINTENANCE PLAN Consultant shall provide detailed documentation and specifications for all systems/equipment developed under Task 2 and installed during Construction Phase, including the necessary documentation to operate troubleshoot, and evaluate performance while maintaining all software/hardware systems that are expected to perform the adaptive functionalities. 01203.0006/873094.2 A-12 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 Consultant shall prepare the future Operations & Maintenance Plan of the proposed adaptive signal system that will be required to ensure that the implemented signal system improvements can be operated and maintained to maximize system benefits on improving traffic flow and reduce congestion in a sustainable manner,beyond the warranty period. In addition, this task includes training for both Caltrans District 7 and relevant local stakeholder representatives in the Cities of Rancho Palos Verdes, Lomita and Los Angeles. II. As part of the Services, Consultant shall prepare and deliver the following tangible work products to the City: A. Meeting Schedules, Agenda and Minutes B. Detailed Project Schedules. C. Presentations and other materials for City Council presentations. D. All Agencies' Required Encroachment Permits (EP) E. Topographic Survey Map, record design drawings, maintenance log, existing timing plans, and a verification record of existing ITS equipment. F. Updated Inventory of Existing Intelligent Transportation Systems. G. Evaluation Criteria Matrix and Memorandum. H. Adaptive Traffic Signal System Evaluation & Selection Documentation. I. Adaptive System of Choice. J. Preliminary-level drawings depicting said improvements and upgrades. K. Conceptual-level Engineer's Estimate. L. Outline of Technical Provision (Basis of Design document). M. Deliverables at each of the 65%, 90% and 100%/Final Submittals: a. Construction Plans, Specifications, and Estimates b. Construction Schedule c. Technical Provisions, to be incorporated into an overall specifications document, which shall include Technical Provisions for the procurement of the adaptive system identified in Task 2.1. d. Notice for Inviting Bids Package(at the completion of 100%Package only). e. Traffic Signal Modification, updated signing and striping plans (as applicable geometric improvements) and Communication Improvement Plans f. Engineer's Estimates 01203.0006/873094.2 A-13 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 g. Technical Provisions, to be incorporated into an overall specifications document, which shall include Technical Provisions for the procurement of the adaptive system identified in Task 2.1. N. Notice for Inviting Bids Package (at the completion of 100%Package only). O. Configuration and Testing plans. P. System Integration and Acceptance plans. Q. All required Caltrans District 7's,City of Rancho Palos Verdes',Cities of Los Angeles' and Lomita's Encroachment Permits. R. List of requirements or conditions associated with the permits. S. Concurrence, letter of approval, or signature on relevant documents from the Cities of Los Angeles and Lomita. T. Proposed modifications of the existing maintenance agreements between Caltrans and Cities of Rancho Palos Verdes, Los Angeles, and Lomita, as required. U. Categorical Exemption or other designation and related documentation under CEQA. V. OPTIONAL Filing at Los Angeles County's Clerk and the State Office of Planning & Research (OPR). W. Data Collection Memorandum subject to Caltrans' review and approval X. ADT count data Y. Network drawing in CAD showing phase numbers, intersection lane geometry, peak- hour traffic volumes at each intersection Z. Summary of comparison between existing 2023 vehicular traffic data and new data collected, as well as a brief evaluation and recommendation memorandum. AA. Measure of Effectiveness Table that includes traffic flow,average delay,total travel time, number of stops, average speed, network performance index. BB. Before Study directional data and results in Microsoft Excel format. CC. Tru-Traffic Version Before Study files. DD. Trip log files. EE.Updated Synchro and Tru-Traffic files with optimized timing parameters. FF.Before Study Technical Memorandum. 01203.0006/873094.2 A-14 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 GG. Corridor Modeling Technical Memorandum. HH. Implemented and fine-tuned timing sheets. II. Fine-tuned Synchro and Tru-Traffic files. JJ. After Study directional data and results in Microsoft Excel. KK. Tru-Traffic after study files. LL.Trip log files. MM. After study Technical Memorandum. NN. Documented Evidence of operational performance which includes a reduction of travel time. 00. Responses to questions, review of submittals, design revisions and "As-Built" drawings needed. PP.Participations at pre-bid and pre-construction meetings. QQ. System Integration Journal and/or Report. RR. Testing acceptance documentation or log. SS.Operational and Maintenance documentations. TT.Warranty paperwork including maintenance and support's terms and agreement that are consistent with the Concept of Operations document. UU. Training Sessions (virtual and in-person) for Caltrans District 7, and City of Rancho Palos Verdes' designated staff& Documentation. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. Consultant shall utilize the personnel stated in its proposal to accomplish the Services, unless otherwise approved in writing by the City's Contract Officer. 01203.0006/873094.2 A-15 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A736B324F7 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] 01203.0006/873094.2 C-1 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Iteric TASK O STAFF _ — 7 t HOURS x = i s z E - E v N = staff Rotesl $260 $350 $340 $275 $270 $195 $170 $150 $285 $245 $200 $165 $155 $135 =Project Management/Administration/Meetings ©�©®� M= =®�� �MM= oo ILIMMI=IMMEMI —©-----------®M2iMEMMEMMII =5M1 6,360 0000000000 ®MLMMU =;IMIKUIMIMU;1MMMM;:==;==IMIMEMMMMEULMMMMM=EZMZI 1.1.1M2MM2M©IM= n==a1ZQ o000000M2fLUZiM©ME0©© M MM000MIM0000000000MCI 00©MLM®0MZMMM000MM0©MILM 34,010 oo©©000MEMoo :;Mo©o •ZMI 000©©000------0 1,090 000====000 =20.; • oowmmEmoouinzmmovnmEo©mummzuala oomm®oonImomm000mmo©mam� ©0©0000�00©0000 7,660 000©o©==== n©.121:10 oo©000MEMMLM o .2011M oo©000©®000000SED 000©o©MMMM MEMfbEl 000©oMMMMMM ME;M� m 000MM00MM00MMMM®0MM0 718.480 000=2;M00000UEMMZLEMEM000 60,165 o000000000=inaM00®�� o©o=2=oo=:@= 4•64° oo__oo®_gym 000000=L=_w o00000000000®0o t t 0--------©--®00 6,000 000000000000000IMIZI ©000000©0000000� ® 000000000000001;m 3,600 ©-----©0------0 1,460 ©0000000000000EOLI 01203.0006/873094.2 C-2 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 a.Signal Timing Plan Update 2 4 6 $1,120 3.4 Coordination Plan Update 4 0 0 0 0 0 0 4 0 0 0 0 0 0 8 $1,640 a.Measure of Effectiveness table 4 4 8 $1,640 3.5 Simulation and Modeling 6 0 0 0 4 0 6 8 0 0 0 0 0 0 24 $4,860 a.Before Study data 2 2 2 2 8 $1,700 b.Tru-Traffic and Synchro files 2 2 4 $640 c.Before Study Tech Memorandum 4 2 2 4 12 $2,520 3.6 Timing Plans Implementation and Fine Tuning 2 0 0 0 0 6 6 6 0 0 0 0 0 0 20 $3,610 a.Implemented Timing Plans and Syncho files 2 0 2 2 2 8 $1,550 b.Tru-Traffic files 4 2 2 8 $1,420 c.After Study Tech Memorandum 2 2 4 $640 - .Construction Support&Adaptive System Integration Services 4 0 6 42 12 94 60 60 0 0 0 0 0 0 278 $55,400 4.1 Construction Support 4 0 0 36 0 44 0 0 0 0 0 0 0 0 84 $19,520 a.Responses,review of submittals,design revisions&"As-Built"drawings 2 32 44 78 $17,900 b.Participation at pre-bid construction meetings 2 4 6 $1,620 4.2 Adoptive System Integration Services 0 0 6 6 12 50 60 60 0 0 0 0 0 0 194 $35,880 a.System Integration Report 6 6 30 42 $9,510 b.Testing acceptance documentation 6 6 20 60 60 152 526,370 si Develop,Document Operation&Maintenance Plan 0 0 0 4 12 0 0 0 0 0 0 0 0 0 III 16 $4,340 a.0&M Documentation 2 2 $540 b.Warranty Paperwork 2 2 $540 c.Training Sessions 4 8 12 $3,260 Total Labor Hours(with all optional tasks) 137 28 82 170 92 160 280 280 44 156 364 536 112 22 2A63 - Labor Cost Total $498,020 Traffic Count Collection Cost(13 intersections,2 roadway segments) $6,740 Travel(mileage) $850 Other direct costs(reproduction,right-of-way data sheet review,etc) $3,210 PROJECT TOTAL(with all optional tasks) $508,820 II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. 01203.0006/873094.2 C-3 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. E. Line item current amount, amount to date, and remaining amount. IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE 01203.0006/873094.2 C-4 Docusign Envelope ID: 1 F457480-D3B9-403F-B1 3B-90A7366324F7 EXHIBIT "D SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: May d August Onaher ul ri, u a a a 4. 4,1 a 9 u 3 a 9 4 3, .9 Ira 31 rE 1, 3 a 3 a al, a 9 9 N E Er 91 E ,11 3 u u, d ctvcounclmetrtngs n'S Valdsoan Memorsam 21 mapt,,Sm or Owl., 22 PreAr...rn. En...,Est mate 0,ne of NoWeas sof Den, a arf,5...I mod thEpo. ciachnIcal Pnwslom 2.4 Deve.prnen orb. 41,9,eeptame a...gun..8.Tenn nns Systerninteg non.cceptence Ohaata/3333 proas „I at of Pew amen.oaConaf 1.535 Conau ence on,ry LA 3Lomaa fano,.Nem.. E County&OP,n —II 3 5 sem.666 3.616 p e Bee 6 6 stud au MI= e 6 ere eee„eoen 36e6 s 66memeeem 3 6 366,63366.6 6166 66e6r,6 666 6 636663 6 e eeeee en66 6 ee mee ee6 ee fie. 6 stud,e:eneer 6.3666eteue sem e 3*on at 6 6666 me eeove 6.3 6.6 6 6 er 6,6,6.„66,66 a%stern me*Remo ....mi. 1111111116 Prn ha. — 01203.0006/873094.2 D-1 Docusign Envelope ID: 1 F457480-D3B9-403F-B13B-90A736B324F7 II. Consultant shall deliver the following tangible work products to the City by the following dates. Project Management(ongoing work product through duration of the Project). Inventory of Existing Intelligent Transportation Systems (12/31/24). Adaptive Traffic Signal System Evaluation & Selection Documentation (1/31/25). Preliminary Engineering Documentation(1/31/25). Caltrans Approve Final Plans Specifications &Estimates (5/30/25). Caltrans Approved Encroachment Permit to Construct the Project(7/31/25). Construction Support Documentation of Overall System Integration&Testing(10/31/26). Operation&Maintenance Plan(11/30/26). System Warranty Paperwork(11/30/26). Meeting agendas and minutes (throughout Project Duration). Detailed schedules (throughout Project Duration). Presentations and other materials for the Traffic Safety Committee and City Council(April 2025). III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. 01203.0006/873094.2 D-1 docusign. Certificate Of Completion Envelope Id: 1F457480-D3B9-403F-B13B-90A736B324F7 Status:Completed Subject:Western Avenue Final Engineering PSA Iteris Inc. Source Envelope: Document Pages:45 Signatures:3 Envelope Originator: Certificate Pages:5 Initials:0 Noel Casil AutoNav: Enabled 30940 Hawthorne Blvd. Envelopeld Stamping: Enabled Rancho Palos Verdes,CA 90275 Time Zone: (UTC-08:00)Pacific Time(US&Canada) ncasil@rpvca.gov IP Address: 172.248.12.57 Record Tracking Status:Original Holder:Noel Casil Location: DocuSign 11/20/2024 4:01:51 PM ncasil@rpvca.gov Signer Events Signature Timestamp John Cruikshank ,—DocuSignedby: Sent: 11/20/2024 4:28:05 PM john.cruikshank@rpvca.gov (k1MCSLuA C Viewed: 11/20/2024 4:34:39 PM —A866COeos74447e... Mayor Signed: 11/20/2024 4:34:46 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Electronic Record and Signature Disclosure: Accepted: 11/20/2024 4:34:39 PM ID:bc78a751-c828-4f61-a416-f85d25bfaa76 William Wynder c—DocuSignedby: Sent: 11/20/2024 4:34:48 PM wwynder@awattorneys.com O LLtawA 01JTA,I,V Viewed: 11/20/2024 4:35:32 PM Security Level: Email,Account Authentication \-9F096A23BACC45F Signed: 11/20/2024 4:36:00 PM (None) Signature Adoption: Pre-selected Style Using IP Address: 146.75.146.0 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 11/20/2024 4:35:32 PM ID:85678840-219b-4dc8-814a-7b7f004a6a05 Teresa Takaoka DOeuSignedby Sent: 11/20/2024 4:36:02 PM terit@rpvca.gov Viewed: 11/20/2024 5:04:41 PM Security Level: Email,Account Authentication 64392B6B079F4A7 Signed: 11/20/2024 5:04:49 PM (None) Signature Adoption: Drawn on Device Using IP Address:72.34.97.146 Electronic Record and Signature Disclosure: Accepted: 11/20/2024 5:04:41 PM ID:ae382bba-4734-438e-8ac6-bf95fddba78d 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 Ramzi Awwad � Sent: 11/20/2024 5:04:51 PM rawwad@rpvca.gov ED Director of Public Works City of Rancho Palos Verdes Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/2/2023 10:45:19 AM ID:3242b72d-4755-489d-8e5f-7c62dc360470 CityClerk � Sent: 11/20/2024 5:04:52 PM cityclerk@rpvca.gov COPED Viewed: 11/22/2024 4:10:44 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/24/2024 5:58:09 PM ID: 1bcb8e93-870a-4c5c-be5c-97c44ea3114e Lorna Cloke � Sent: 11/20/2024 5:04:53 PM lornac@rpvca.gov COPED Viewed: 11/20/2024 5:08:31 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/20/2024 4:28:05 PM Certified Delivered Security Checked 11/20/2024 5:04:41 PM Signing Complete Security Checked 11/20/2024 5:04:49 PM Completed Security Checked 11/20/2024 5:04:53 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:6/15/2021 5:55:39 PM Parties agreed to:John Cruikshank,William Wynder,Teresa Takaoka,Ramzi Awwad,CityClerk ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we,us or Company)may be required by law to provide to you certain written notices or disclosures. 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