of 7nC[ G!v[[[C CALIFORNIA
PROFESSIONAL
SERVICES CONTRACT THIS
PROFESSIONAL SERVICES CONTRACT ("Contract") is effective as of this 12th day of August , 2019 ( the "Effective Date"), by and between THE CITY OF EMERYVILLE, a municipal corporation, ("City") and ITERIS, INC. Contractor"), individually referred toas a "Party" and collectively asthe "Parties". WITNESSETH
THAT WHEREAS,
the City desires toengage Contractor forOn -Call Traffic Engineering Consultant Services; and WHEREAS,
the City finds that specialized knowledge, skills, and training are necessary to render the services necessary todo the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience torender such services; and WHEREAS,
the Contractor desires toprovide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows: 1.
SCOPE OF SERVICES AND TERMINATION DATE 1.
1 Project DescriptionA
complete project description isset forth in the Scope of Work, attached hereto as Exhibit Aand incorporated herein by this reference. 1.
2 Services The
services to be completed under this Contract (" Services") are described in the Scope of Work set forth in Exhibit A. The Services shall be performed inaccordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications setforth herein shall govern. 1. 3 Schedule and Completion Date The
Services tobe provided by Contractor under this Contract shall commence onthe Effective Date and terminate onJUNE 30, 2022. The Parties may, by mutual, written consent, extend the term of this Contract. FOR
CITY USE ONLY Contract
No. 19032- 0000- PW01 CIP No. N/ A Resolution No. 19- 110 Project No. N/ A REV 06/2019
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2. WORK CHANGES
2. 1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2. 2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2. 3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3. 2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3. 1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five ( 45) days after approval of the invoice by City staff.
3. 2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO HUNDRED FORTY THOUSAND DOLLARS AND NO CENTS ($ 240, 000. 00), except as outlined in Section 2. 3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost. Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden. Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
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4. COVENANTS OF CONTRACTOR
4. 1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City' s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys' fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor' s performance of "design professional" services ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor' s liability for such claim, including the cost to defend, shall not exceed the Contractor' s proportionate percentage of fault.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/ or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of
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employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4. 5. 1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4. 5. 2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
4. 5. 3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.
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4. 6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4. 7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
4. 8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4. 10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor' s Project Manager or members of the project team without the City's approval. Contractor recognizes that the composition of this team was instrumental in the City's decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City's consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor' s obligations under this Contract and shall be grounds for termination.
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4. 11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4. 12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (" Materials") shall be an are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.
4. 13 City Labor Requirements
4. 13. 1 Compliance
At the Effective Date, compliance with the City' s living wage ordinance is required / not required for this Contract. If this Contract provides for compensation to Contractor of $25, 000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City' s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless ( i) Contractor is a governmental entity, ( ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or ( iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City' s laws. In the event that compliance with the Living Wage Ordinance is not required, the Contractor may still be required to comply with the City' s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4. 13. 2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty- five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5- 31. 08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten ( 10) working days following a written request for such documentation and information from the City.
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4. 13. 3 Non -Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney' s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4. 13. 4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. " Living Wage" means no less than
16. 20 PER HOUR ( which is subject to increase annually on July 1st to reflect the twelve- month average increase to the Consumer Price Index for all urban consumers in the San Francisco -Oakland -San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent ( 3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4. 14 California Labor Requirements
4. 14. 1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain " public works" and " maintenance" projects Prevailing Wage Laws"). If the Services are being performed as part of an applicable public works" or " maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $ 1, 000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages ( Labor Code Sections 1771, 1774 and 1775), employment of apprentices ( Labor Code Section 1777. 5), certified payroll records Labor Code Sections 1771. 4 and 1776), hours of labor ( Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors ( Labor Code Section 1777. 1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771. 4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771. 4.
4. 14. 2 Registration
If the Services are being performed as part of an applicable " public works" or maintenance" project, then pursuant to Labor Code Sections 1725. 5 and 1771. 1, the
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Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725. 5 and 1771. 1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725. 5 and 1771. 1.
4. 14. 3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor' s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor' s performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4. 14. 4 Workers' Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers' compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
I am aware of the provisions of section 3700 of the California 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."
4. 14. 5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five ( 5) calendar days in advance of the termination date.
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
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C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: ( 1) promptly discontinue all Services affected, unless the notice directs otherwise; and ( 2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor 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 Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY' S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the
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County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article( s) or section( s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
2. 1 Communications Relating to Daily Activities
All communications relating to the day-to- day activities of the work and invoices shall be exchanged between David Huynh for the City and Ryan O' Connell for the Contractor:
CITY
Ryan O' Connell, Senior Civil Engineer
Phone No.: 510- 596-4346
E-Mail : roconnell@emeryville. org
CONTRACTOR
David Huynh, Project Manager
Phone No.: 510-295-4607
E- Mail: dxh@iteris. com
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12. 2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY
Andrew Clough, Director of Public Works
1333 Park Avenue
Emeryville, California 94608
Phone No.: 510- 596- 4341
E- Mail: [email protected]
with a copy to:
Ryan O' Connell, Senior Civil Engineer
1333 Park Avenue
Emeryville, California 94608
Phone No.: 510- 596-4346
E- Mail: [email protected]
CONTRACTOR
Ramin Massoumi, Senior Vice President/
General Manager
1999 Harrison Street
Oakland, CA 94612
Phone No.: 510- 295- 4607
E- Mail: rmm@iteris. com
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original.
It is expressly agreed that each Party to this Contract shall be bound by its own telecopied or scanned signature and shall accept the telecopied or scanned signature of the other Party to this Contract.
14. NO THIRD -PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third -party beneficiaries of any right or obligation assumed by the Parties.
15. NON - EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.
Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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17. WAIVER
The City' s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is © required / El not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (" Other Requirements") when attached hereto and incorporated herein by reference (" Other Requirements"). With respect to any conflict between such Other Requirements and the terms of this Contract and/ or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
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19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To orm:
City Attorney
Dated:
Amps2-, 2019 CITY
OF EMERYVILLE Christine
S. Daniel, City Manager Dated:
ITERIS, INC. b ,
2019 Si nature Ramin
Massoumi, Senior Vice President/ General Manager Page
13 of 13
Exhibit A
Scope of Work for On -Call Traffic Engineering Services The total contract amount for Fiscal Years 2019/ 20, 2020/ 21, And 2021/ 22, is in the amount of 240, 000. This includes an estimated $ 60, 000/ year budget for On -Call Traffic Engineering Consultant Services and $ 20, 000/ year budget for additional work related to Capital Improvement Program projects.
If two ( 2) one- year options are authorized by the City Manager, the total Contract value may increase up to $400,000.
On -Call Traffic Engineering Consultant Services may include, but is not limited to, items such as:
Traffic Signal Network Documentation — Signal equipment inventory, Maps for signals/ ITS, and IP Network Schematics.
Signal Cabinet Cleanup / Equipment Replacement Program — Timing sheet archiving, reproduction, and distribution. Recommendations for equipment replacements in the maintenance program.
IDEA Grant Project Support — RFP/ RFQ for signal controller upgrades and central system procurements. TSP settings for controllers.
UC Berkeley SAFETRAC Study — Professional Traffic Engineering peer review.
Greenway Trails — Recommendations for passive bicycle detection.
IP/ PTZ Cameras Placement Plan - Recommendations for ideal locations.
As Needed Traffic Engineering Services - Perform other traffic engineering services as directed by the Public Works Director, on an on -call basis.
Capital Improvement Program projects may include, but is not limited to, items such as:
CAD Design support
Specifications writing
Construction Submittal Reviews
Iteris, Inc. has submitted a rate sheet for services that will be rendered during Fiscal Year 2019/ 2020.
The rate sheet will be adjusted each fiscal year providing the Contractor with a cost of living adjustment based on the Bay Area Consumer Price Index, to a maximum of 5% per year. They have also submitted a resume for their Project Manager, David Huynh. These are attached within this Exhibit A on the following pages.
ON -CALL TRAFFIC ENGINEERING CONSULTING SERVICES
D INDIVIDUALS PERFORMING THE WORK
With offices in Santa Ana ( headquarters), Los Angeles, and Oakland, Iteris has the resources of over 100 team members throughout California dedicated to Traffic Engineering, Transportation Planning, and ITS. Iteris strives to help clients solve the problems that are the focus of this contract by providing solutions that work, solutions that innovate, and solutions that are smart. These are reasons why clients know Iteris as a firm that goes above and beyond expectations to make client projects successful. One method to achieve these goals is by offering clients a team of experts, whose mission it is to assist the Project Team with innovative ideas, problem solving solutions, and quality control. Iteris is pleased to present the following individuals ( see Table 3) to be assigned to the project and assist the Project Manager successfully deliver this project to the City.
STAFF
Table 3 — Individuals Performing the Work
ROLE
u
co
60 v
61 wc H
Iteris
David Huynh, PE
Scott Carlson, PE
Alicia Yang, PE
Richard Shinn
Paul Frislie, PE, IMSA
Ted Huynh, PE, TE
Kassra Rafiee
Charles Askar, PE
Matthew Redmond
George Gener
Shayan Khoshmagham
Project Manager
Principal -in -Charge & QA/ QC
Task Lead
Task Lead
Project Engineer
Project Engineer
Project Engineer
Project Engineer
Project Engineer
Project Engineer
Project Engineer
Mark Skaggs
Robert Donnell
Key Personnel
Education and
Registrations
MS, Civil Engineering
BS, Civil Engineering
PE, CA # 602320
IDAX Project Manager
Traffic Count Task Lead
DAVID HUYNH, PE I Project Manager & Task Lead
Mr. Huynh will serve as the Project Manager for this project and will be the principal contact with the City and other entities per City' s direction. Mr. Huynh will be responsible for coordinating staff activities, coordinating meetings, project strategy and will oversee work from project inception to completion. Mr. Huynh serves as an Associate Vice President of Iteris' Transportation Systems and has been with the firm since June 2014. Mr.
Huynh brings over 23 years of transportation experience having worked in both the public and private sectors with a focus on traffic engineering, design, ITS, operations, signal systems, communications design, TSP design and implementation, connected vehicle, and system engineering. Mr. Huynh previously served as the Senior Transportation Engineer for the City of Fremont where he managed the Transportation Group and was responsible for operation and management of the City' s traffic signals and central signal system, project delivery of capital projects, transportation analysis and plan review for new developments.
With his extensive background and experience on other projects similar to this one, Mr.
Huynh is the ideal Project Manager for the City.
iteris' Page 131
ON -CALL TRAFFIC ENGINEERING CONSULTING SERVICES
Education and
Registrations
BS, Civil Engineering
PE, CA # 57886
PE, AZ # 34416
PE, ID # 9962
PE, CO # 35342
PE, TX # 99160
PE, NV # 021151
Education and
Registrations
BS, Civil Engineering
PE, CA # 82483
PE, AZ # 66343
PE, ID # 17758
PE, NE # E- 16998
PE, FL # 84780
PE, MO # 2018009542
PE, TX # 129847
Education
MS, Systems
Technology ( Scientific &
Technical Intelligence)
BS, Accountancy
SCOTT CARLSON, PE 1 Principal -in -Charge & QA/ QC
Mr. Carlson serves as Vice President and Assistant General Manager for Iteris' Transportation Systems division and has been with the firm since October 2000. He has over 25 years of experience in transportation engineering, traffic control and management.
Mr. Carlson manages Iteris' Western Region of Systems that includes nearly 80 transportation planners, traffic engineers and software engineers in offices throughout the western United States. His expertise encompasses both highway and arterial transportation networks to implement traffic signal management systems, ITS, TSP, and traffic engineering projects. These projects vary from traditional traffic engineering and signal timing projects, to citywide Smart City communication networks, to ICM Systems. Currently, Mr. Carlson is currently serving as Iteris' Expert Advisor on the 1- 405 Design - Build project, where Iteris is providing ITS, Traffic Engineering, Traffic Management Plan ( TMP) and Maintenance of Traffic ( MOT) services, and is also serving as Program Manager on the Caltrans District 12 ICM project.
ALICIA YANG, PE I Task Lead
Mr. Yang serves as an Associate Vice President for Iteris' Transportations Systems division and has been with the firm since July 2005. She has over 14 years of experience working in traffic operations and engineering, transportation planning, transportation design, and various transportation software. Ms. Yang has experience in various aspects of transportation engineering, but specializes in traffic operations having worked on a number of regional ( multi - agency) signal synchronization and special events timing projects. Ms.
Yang has been involved in all tasks in signal synchronization projects, from field reviews and travel time studies to implementation ( locally or centrally) and field fine- tuning. Ms.
Yang has also led signal timing implementation and fine- tuning training courses to City staff operating Actra and Centracs central traffic control systems. Ms. Yang' s software knowledge includes Synchro, AutoCAD, MicroStation, PC -Travel, ArcGIS, Tru- Traffic and VISSIM. She has worked with signal controllers such as 170, 2070, D4, M52, Econolite and Multisonics; controller firmware including BI Tran, C8, Econolite, NextPhase, Naztec, Omni and SEPAC; and traffic control systems such as Actra, Aries, ATMS. now, Centracs, i2, icons, Maxview, QuicNet, Transparity, TransSuite, Tactics, and VMS.
RICHARD SHINN I Task Lead
Mr. Shinn serves as an Associate Vice President of Iteris' Transportation Systems division and has been with the firm since May 2011. He has over 29 years of experience in ITS, Smart Cities, Internet -of -Things ( IOT), systems engineering, telecommunications engineering, network analysis, systems management and system integration. This has involved fiber optic cable system design, video system design, wireless communications, and Gigabit Ethernet network design. Elements include the design of Traffic Operations Centers, preparation of PS& E documents, preparation of FHWA Systems Engineering documents, and system integration services. Mr. Shinn is a practitioner in the expanding ICM field, having played a key role in the systems engineering aspects of the 1- 80 ICM project as well as the design and construction of Washington State' s first ICM deployment.
In addition, he has led Iteris' extensive involvement in the San Mateo County Smart Corridor for the last eight years. Mr. Shinn' s an industry leader in ITS Strategic Planning for small- and medium- sized communities and has been assisting public agencies with preparing for CAV.
Iteris' Page 1 32
ON -CALL TRAFFIC ENGINEERING CONSULTING SERVICES
G BILLING RATES
Table 4 provides a schedule of Iteris standard hourly rates by job classification.
Table 4 — lteris Standard Fee Schedule
CLASSIFICATION
Support Staff
Analyst
Assistant Engineer/ Planner
Associate Engineer/ Planner
Engineer/ Planner/ Data Scientist
Senior Engineer I/ Senior Planner I
Senior Engineer II/ Senior Planner II
Associate Vice President
Principal/ Vice President
Software Development Engineer I & II
Software Development Engineer III & IV/ Software Development Lead Senior Development Engineer I & II
Senior Development Engineer III & IV
Rates above effective through fvlay 31, 2020
STANDARD BILLING RATES"
Min
100
100
105
135
150
175
225
275
305
120
180
175
235
Max
125
110
135
150
175
225
275
305
345
180
280
205
305
Standard Terms and Conditions
Billings will be monthly at the individual Categories and Maximum Rates for the persons actually performing the work during the performance period and are subject to annual adjustments.
An escalation of 4% will apply to the rates above effective June 1 of each year, starting June 2020.
Expenses will be billed at cost plus 10% for services and handling. Expenses include project -related costs, such as subcontractor services, traffic counts, postage/ delivery service, reproduction, transportation, and subsistence.
All mileage rates will be based upon IRS standard rates ($ 0. 58 as of January 1, 2019). iteris• Page 137
7 -]
Prices are for individual or small orders. Larger volumes can result in unit -price decrease.
All data is guaranteed and will be recollected immediately if there are any issues.
Metropolitan Bay Area is considered local and will not incur Travel Charges PEDESTRIAN AND BICYCLE COUNTS:
VIDEO COLLECTION:
NOTE: MINIMUM FEE PER JOB OF $ 200
TURNING MOVEMENT COUNTS ( FULLTMC):
STANDARD DELIVERABLE:
LANE GEOMETRY:
ROUNDABOUTS:
DRIVEWAY IN/ OUTS:
2- HOUR ONLY COLLECTION: FLAT $ 200
4- HOUR ONLY COLLECTION: FLAT $ 300
ROADWAY SEGMENTS COUNTS:
i tnc..
VOLUME ONLY ( ADT):
SPEED/ CLASS/ VOLUME COUNTS:
VEHICLE GAP STUDIES
MINIMUM TUBE ORDER: FLAT $ 225
SPEED RADAR COUNTS:
HAND- HELD RADAR GUN
VIDEO COUNTS:
VOLUME COUNTS ( UP TO 3 CLASSES):
COLLECTION ONLY:
REDUCTION ONLY:
ORIGIN/ DESTINATION STUDIES ( OD STUDIES):
INRIX TRIP DATA:
WIFI/ BLUETOOTH:
LICENSE PLATE:
TRAVEL TIME STUDIES:
INRIX ROADWAY ANALYTICS:
WIFI/ BLUETOOTH:
FLOATING CAR:
M! N) L/] Ult,MM" OF 6 HOURS FOR FLOATING CAR
DATA SOLUTIONS
SEGMENT COUNT: $ 20/ HOUR
INTERSECTION COUNT: $ 40/ HOUR
65/ HOUR
20/ INTERSECTION
125/ HOUR
45/ HOUR
24- HR 72- HR
150
200
225
85/ HR
250
300
325
24- HR 72- HR
8/ LANE/ HR $ 6/ LANE/ HR
300/ DAY/ CAMERA
BID ON INDIVIDUAL BASIS
BID ON INDIVIDUAL BASIS
1000/ WEEK/ STATION
135/ CAMERA/ HOUR
BID ON INDIVIDUAL BASIS
1000/ WEEK/ STATIO N
100/ HOUR
7- DAY
350
400
425
7- DAY
5/ LANE/ HR
www. idaxdata. com
TECHNICIAN RATES
TECHNICIAN ' IN FIELD' DATA COLLECTION:
TRAVEL OUTSIDE LOCAL AREA:
TECHNICIAN DOWNTIME:
ADDITIONAL SERVICE OFFERINGS
QUEUE COLLECTION:
ASSET COLLECTION:
PARKING STUDIES:
MIOVISION DATALINK VIDEO PROCESSING
MIOVISION CONNECT ( SPEED & TRAVEL TIME)
DELIVERY OF PROJECT VIDEO:
65/ HOUR
65/ HOUR
25/ HOUR
BID ON INDIVIDUAL BASIS
BID ON INDIVIDUAL BASIS
BID ON INDIVIDUAL BASIS
10/ HR ( ADDITIONAL TO STANDARD TMC RATE)
20/ HR ( ADDITIONAL TO STANDARD TMC RATE)
10 If you have any questions/ concerns, please email project. manager. ca@idaxdata. com and one of our Project Managers will get back to you shortly, or feel free to give us a call.
Mark Skaggs COO
t„a OATA SOl. IJTIONS
mark. skaggs@idaxdata. com
425) 250- 07 77
www. idaxdata. com
City of ,Emeryville C A L F O R N 1 A
EXHIBIT B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to ITERIS, INC.
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1. 1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
I General Liability
Insurance Services Office Commercial General Liability coverage ( occurrence form CG 00 01).
Q Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 ( any auto) or if Contractor owns no vehicles, this requirement may be met through a non -owned auto endorsement to the General Liability Policy.
Q Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein " Covered Professional Services" as designated in the policy must specifically include Services performed under this Contract.
Q Workers' Compensation and Employer' s Liability
Workers' Compensation insurance as required by the State of California and Employer' s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
O Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall include on and off -site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
City of Emeryville I Contract Insurance Requirements ( Exhibit B) REV 06/ 2019
1. 2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability
E All Contract Types
1, 000, 000. 00 per occurrence and $ 2, 000, 000. 00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
0 Construction Specific
2, 000,000.00 per occurrence and $ 4, 000, 000. 00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
B Automobile Liability
2,000,000.00 per accident for bodily injury and property damage.
B Professional Liability / Errors and Omissions
2, 000, 000. 00 per claim and aggregate.
B Workers' Compensation and Employer' s Liability
Workers' compensation limits as required by the Labor Code of the State of California. Employer' s Liability limits of $1, 000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. 0 Pollution Liability Insurance
2, 000, 000. 00 per occurrence and $ 2, 000, 000. 00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements ( amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
H General Liability
1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with
City of Emeryville I Contract Insurance Requirements ( Exhibit B) REV 06/2019
respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; 2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and ( 3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor' s insurance and shall not be called upon to contribute with it.
Q Automobile Liability
1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; ( 2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and ( 3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor' s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor' s insurance and shall not be called upon to contribute with it in any way.
LI Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
Ed Workers' Compensation and Employer' s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. 0 Pollution Liability Coverage
1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon
City of Emeryville I Contract Insurance Requirements ( Exhibit B) REV 06/ 2019
land, any structure, the atmosphere, watercourse or body of water, including groundwater; ( 2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and ( 3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor' s scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor' s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: ( 1) coverage shall not be suspended, voided, reduced or canceled except after thirty ( 30) days prior written notice by certified mail, return receipt requested, has been given to the City; and ( 2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
3. SEPARATION OF INSUREDS; NO SPECIAL LIMITATIONS
All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
4. DEDUCTIBLES AND SELF- INSURANCE RETENTIONS
Any deductibles or self -insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or ( 2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A. M. Best' s rating no less than A-:Vll, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The
City of Emeryville I Contract Insurance Requirements ( Exhibit B) REV 06/ 2019
certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor' s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.