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2020-10-28 e-packet@7:00
Wednesday, October 28, 2020 7:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA TELECONFERENCE MEETING City Council Regular Meeting Agenda October 28, 2020City Council Regular Meeting Agenda TELECONFERENCE MEETING NOTICE THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF THE GOVERNOR’S EXECUTIVE ORDERS N-29-20 AND N-63-20 ALLOWING FOR DEVIATION OF TELECONFERENCE RULES REQUIRED BY THE BROWN ACT & PURSUANT TO THE ORDER OF THE HEALTH OFFICER OF SAN MATEO COUNTY DATED MARCH 31, 2020 AS THIS MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT NECESSARY BUSINESS AND IS PERMITTED UNDER THE ORDER AS AN ESSENTIAL GOVERNMENTAL FUNCTION. The purpose of conducting the meeting as described in this notice is to provide the safest environment for staff and the public while allowing for public participation. Councilmembers Matsumoto, Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino and essential City staff will participate via Teleconference. PURSUANT TO RALPH M. BROWN ACT, GOVERNMENT CODE SECTION 54953, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCIL MEMBERS PARTICIPATING BY TELECONFERENCE. MEMBERS OF THE PUBLIC MAY VIEW A VIDEO BROADCAST OF THE MEETING BY: Internet: https://www.ssf.net/government/city-council/video-streaming-city-and-council-meetings/city-council Local cable channel: Astound, Channel 26 or Comcast, Channel 27 Or via Zoom: Please click on the link below to register for the session: https://ssf-net.zoom.us/webinar/register/WN_dkZsgcVhTmS5UF7g6FlzoQ After registering, you will receive a confirmation email containing information about joining the meeting. Please note that dialing in will only allow you to listen in on the meeting. To make a public comment during the Zoom meeting follow the instructions listed under Remote Public Comments. Page 2 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. RICHARD A. GARBARINO, Mayor MARK ADDIEGO, Vice Mayor MARK NAGALES, Councilmember BUENAFLOR NICOLAS, Councilmember KARYL MATSUMOTO, Councilmember ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer MIKE FUTRELL, City Manager SKY WOODRUFF, City Attorney In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk’s Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. Page 3 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS Recitation of a proclamation observing November as Native American Heritage Month in South San Francisco. (Richard Garbarino, Mayor) 1. Census 2020 Final Update (Kathy Blandon Escobar, Census 2020 Program Manager)2. REMOTE PUBLIC COMMENTS Remote Public Comments Received3. Members of the public may address the City Council regarding items that are on the agenda or on items that are not on the agenda. The Public Comments portion of the meeting is reserved for persons wishing to address the Council on any matter NOT on the agenda. Speakers are allowed to speak on any topic for up to three minutes during this section. If there appears to be a large number of speakers, speaking time may be reduced subject to the Mayor’s discretion to limit the total amount of time for public comments (Gov. Code sec. 54954.3.(b)(1).). Comments that are not in compliance with the City Council's rules of decorum may be summarized for the record if they are in writing or muted if they are made live. Members of the public wishing to participate are encouraged to submit public comments in writing in advance of the meeting to e-mail: all-cc@ssf.net by 4:00 p.m. on the meeting date. Emails received by the deadline will be forwarded to the City Council and read into the record by the City Clerk. Emails received after 4:00 p.m. will not be read during the meeting but will be entered into the record for the meeting. Page 4 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda •If you are commenting on a particular item on the agenda, please identify the agenda item in the subject line of your email. •If you are commenting on an item not listed on the agenda, please identify your comment as a General Public Comment in the subject line of your email. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up. Oral Comments: Speakers are asked to register in advance via the Zoom platform by 4:00 p.m. on the meeting date, meeting information listed on the agenda. You will be asked to enter a name, an email address, and the Agenda item about which you wish to speak or to state that you wish to provide a comment about an item that is not on the agenda. Your email address will not be disclosed to the public. After registering, you will receive an email with instructions on how to connect to the meeting. When the City Clerk announces the item on which you wish to speak, including general public comments, your name will be called and you will be unmuted. No more than three minutes will be allocated to read each email comment, and oral comments will also be limited to no more than three minutes. Approximately 300 words total can be read in three minutes. COUNCIL COMMENTS/REQUESTS CONSENT CALENDAR Motion to approve the Minutes for the meeting of August 26, 2020.4. Report regarding a motion to accept the construction improvements of the FY 18-19 Curb Ramp Replacement Project (Project No. ST193B) as complete in accordance with plans and specifications (Total Construction Cost $195,642.00). (Angel Torres, Senior Civil Engineer) 5. Report regarding a resolution approving the City’s Investment Policy for Fiscal Year 2020-21. (Janet Salisbury, Director of Finance and Frank Risso, City Treasurer) 6. Resolution approving the City’s Investment Policy for Fiscal Year 2020-21.6a. Report regarding a resolution authorizing the acceptance of $2,100 in grant funding from the California Library Association to support Pop-up Library Programming at three South San Francisco Unified School District meal sites and approving Budget Amendment 21.017. (Valerie Sommer, Library Director) 7. Page 5 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda Resolution authorizing the acceptance of $2,100 in grant funding from the California Library Association to support Pop-up Library Programming at three South San Francisco Unified School District Fall meal sites and approving Budget Amendment 21.017. 7a. Report regarding a resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the purchase of additional storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project, in an amount not to exceed $231,900. (Bianca Liu, Senior Engineer and Robert Dusenbury, Lotus Water) 8. Resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the increase in quantity for the purchase of storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project, in an amount not to exceed $231,900. 8a. Report regarding a resolution authorizing the adoption of Caltrans’ Local Assistance Procedures Manual Chapter 10, entitled “Consultant Selection.” (Matthew Ruble, Principal Engineer) 9. Resolution Authorizing the Adoption of Caltrans’ Local Assistance procedures Manual Chapter 10 9a. Report regarding a resolution authorizing the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68) Per Capita Grant for a total amount not to exceed $218,949 for improvements of Gardiner Park, and acceptance of grant funding if awarded. (Greg Mediati, Deputy Director of Parks and Recreation) 10. Resolution approving the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68) Per Capita Grant for a total amount not to exceed $218,949, and acceptance of grant funding if awarded. 10a. Report regarding a resolution accepting a Federal Emergency Management Agency (FEMA) grant in the amount of $65,650.45; authorizing the use of Public Safety Impact Fees in an amount not to exceed $15,630.40; approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85; and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons, Inc. for the purchase of firehose in an amount not to exceed $81,280.85. (Jesus Magallanes, Fire Chief) 11. Page 6 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda Resolution accepting a Federal Emergency Management Agency (FEMA) grant in the amount of $65,650.45; authorizing the use of Public Safety Impact Fees (PSIF) in an amount not to exceed $15,630.40; approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85; and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons, Inc. for the purchase of firehose in an amount not to exceed $81,280.85. 11a. Report regarding a resolution authorizing the acceptance of $150,000 in Transportation Fund for Clean Air (TFCA) County Program Manager Funds from the City/County Association of Governments (C/CAG) to furnish new traffic signal detection which would include detection of bicyclists and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (Project No. tr2104). (Bianca Liu, Senior Engineer) 12. Resolution for acceptance of a Transportation Fund for Clean Air (TFCA) County Program Manager Funds in the amount of $150,000 from the City/County Association of Governments (C/CAG) to furnish new traffic signal detection which would include detection of bicyclists and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (tr2104). 12a. Report regarding a resolution authorizing the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable. (Richard Walls, Emergency Medical Services Chief) 13. Resolution authorizing the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable. 13a. Report regarding a resolution authorizing the acceptance of $4,927.50 in grant funding from Pacific Library Partnership to fund the distribution of air quality monitors through the Library Department and approving Budget Amendment 21.021. (Valerie Sommer, Library Director) 14. Resolution authorizing the acceptance of $4,927.50 in grant funding from Pacific Library Partnership to fund the distribution of air quality monitors through the Library Department and approving Budget Amendment 21.021. 14a. Report regarding a resolution authorizing the acceptance of $19,950 in grant funding from the County of San Mateo to support COVID-19 outreach throughout South San Francisco and approving Budget Amendment 21.022. (Valerie Sommer, Library Director) 15. Page 7 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda Resolution authorizing the acceptance of $19,950 in grant funding from the County of San Mateo to support COVID-19 outreach throughout South San Francisco and approving Budget Amendment 21.022. 15a. Report regarding a resolution authorizing the acceptance of a $5,000 in crisis collection grant funding from the California State Library to address the increased demand for e-resources as library buildings are closed. (Valerie Sommer, Library Director) 16. Resolution authorizing the acceptance of $5,000 in grant funding from the California State Library in crisis collection funding to address the increased demand for e-resources as library buildings are closed. 16a. Report regarding the adoption of an ordinance amending the parkland acquisition fee and the park construction fee. (Janet Salisbury, Director of Finance) 17. Ordinance amending Chapter 8.67 of the South San Francisco Municipal Code regarding the Parkland Acquisition Fee and the Park Construction Fee for South San Francisco. 17a. ADMINISTRATIVE BUSINESS Report regarding a financial status update for Fiscal Year 2020-21 and recommended budget adjustments. (Janet Salisbury, Director of Finance) 18. Resolution of the City Council of the City of South San Francisco approving amendments to the Fiscal Year 2020-21 Operating Budget. 18a. Report regarding a resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG) in an amount not to exceed $545,086, authorizing the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 and approving budget amendment 21.018 which would amend the Fiscal Year 2020/21 Capital Improvement Program. (Bianca Liu, Senior Engineer and Tony Barrera, IT Director) 19. Resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG) in an amount not to exceed $550,000, authorizing the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 and approving budget amendment 21.018 which would amend the Fiscal Year 2020/21 Capital Improvement Program. 19a. Page 8 City of South San Francisco Printed on 12/30/2020 October 28, 2020City Council Regular Meeting Agenda Report regarding a resolution authorizing the City Manager to execute a professional services contract with Traffop Corp of Scottsdale, Arizona to procure an automated traffic signal performance measures (ATSPM) system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902) in an amount not to exceed $278,410. (Bianca Liu, Senior Civil Engineer) 20. Resolution authorizing the City Manager to execute a professional services agreement with Traffop Corp of Scottsdale, Arizona to procure an automated traffic signal performance measures (ATSPM) system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902) in an amount not to exceed $278,410. 20a. Report regarding an ordinance to create a Public Art Requirement as part of new non-residential construction. (Heather Enders, Management Analyst II) 21. Ordinance amending Title 8 of the South San Francisco Municipal Code to add Chapter 8.76 “Public Art Requirement”. 21a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS ADJOURNED TO THE REGULAR MEETING ON NOVEMBER 9, 2020. Page 9 City of South San Francisco Printed on 12/30/2020 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-731 Agenda Date:10/28/2020 Version:1 Item #:1. Recitation of a proclamation observing November as Native American Heritage Month in South San Francisco. (Richard Garbarino, Mayor) City of South San Francisco Printed on 10/21/2020Page 1 of 1 powered by Legistar™ RECOGNITION OF NOVEMBER AS NATIONAL NATIVE AMERICAN HERITAGE MONTH October 28, 2020 WHEREAS, the history of Native American Heritage Month goes back to 1915 when Red Fox James, a Native American of the Blackfoot nation took it upon himself to ride a h orse from state to state seeking approval from 24 separate state governments for a day to honor the “American Indian”; and WHEREAS, long before European explorers set foot on the North American continent, this great land was cultivated and cherished by generations of American Indians; and WHEREAS, California has the second largest Native American population in the United States; and WHEREAS, it wasn’t until 1990 when November was first designated as National American Indian Heritage Month and since then, we have celebrated the legacy of the first people to call this land home ; and WHEREAS, we encourage all Americans and City of South San Francisco residents to learn more about American Indians and Alaska Native cultures as we celebrate and honor the many Native peoples who have given so much to our great Nation; and WHEREAS, this month, we especially recognize the valuable contribution of American Indians and Alaska Natives who serve in the Armed Forces at five times the national average, greater than any group in the United States; and WHEREAS, during National Native American Heritage Month we celebrate the rich history, the generosity, and the extensive contributions, both historical and current, of our indigenous people and we recognize their stories as inextricably woven into the history of this county and city. NOW, THEREFORE, BE IT RESOLVED that Mayor Richard Garbarino and the City Council of the City of South San Francisco remain committed to preserving and protecting Native American cult ures, languages, and history, while ensuring prosperity and opportunity for all Native Americans. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-820 Agenda Date:10/28/2020 Version:1 Item #:2. Census 2020 Final Update (Kathy Blandon Escobar, Census 2020 Program Manager) City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ Census 2020 Self Response Rates: National: 67.0% California: 69.6% San Mateo County: 78.6% South San Francisco: 79.8% South San Francisco 2010: 75.1% Hard To Count population we reached out to: ▪Immigrants ▪People of color ▪Households with low income ▪Households with limited English proficiency / broadband ▪Homeless and housing unstable ▪Seniors Accomplishments Visited 6,200 households in areas with Hard to Count population Made 27,468 calls to promote Census participation Contacted and distributed Census material to 100+ organizations Accomplishments Census assistance to 1,033 residents including homeless population Reached 35,697 residents via newsletter and social media channels Events: •Census Car Caravan •Mask Give Away & Census •Food Distribution Sites Accomplishments •2,000 Census bookmarks in Library STEAM kits •3,000 Census flyers in Library curbside pick -up materials •Electronic billboard •150 lawn signs •233 banners •24,597 residents received Census postcards •Trained 78 SSF City staff •Provided 33 educational presentations Thank you: Mayor, City Councilmembers City Manager, and team City Departments: Parks and Recreation HR, IT, Communication, Facilities Police and Fire Departments Library Director, and team Literacy Services Manager, and team Partners: San Mateo County United Way Bay Area Silicon Valley Community Foundation Thank you Census Team Maria Barcelata Leticia Acevedo Zenaida Montecinos Kenny Martin Yim Wong Moises Lopez Irma Jauregui Victoria Leonard Ashley Crociani Don Amino John Lau Ritvik Kumar Monte Gordon Maria Navarro Olma O’Neill Thank you! Katherine.blandon@ssf.net City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-829 Agenda Date:10/28/2020 Version:1 Item #:3. Remote Public Comments Received City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ From:Ariel San Jose To:All at City Clerk"s Office Subject:SSF City Council Meeting 10.28.2020 Date:Wednesday, October 28, 2020 10:02:19 AM Ariel San Jose Resident of SSF District 3 With the recent wildfire on Sign Hill damaging property, threatening hundreds of lives, and forcing the evacuation of many District 3 residents, how will the Council ensure the fire hazard is minimized in the upcoming fire seasons? After complaints of errant branches landing on property, our neighborhood has been financially responsible for tree maintenance affecting neighbors down the hill. How will the city maintain the land surrounding our neighborhood to ensure we are afforded the same safety? -- Ariel San Jose Government Code Section 54957.5 SB 343 Agenda: 10/28/2020 Item # 3 Remote Public Comment City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-826 Agenda Date:10/28/2020 Version:1 Item #:4. Motion to approve the Minutes for the meeting of August 26, 2020. City of South San Francisco Printed on 10/26/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-596 Agenda Date:10/28/2020 Version:1 Item #:5. Report regarding a motion to accept the construction improvements of the FY 18-19 Curb Ramp Replacement Project (Project No.ST193B)as complete in accordance with plans and specifications (Total Construction Cost $195,642.00).(Angel Torres, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the FY 18- 19 Curb Ramp Replacement Project (Project No.ST193B)as complete in accordance with plans and specifications (Total Construction Cost $195,642.00). BACKGROUND/DISCUSSION On January 9,2019,the City awarded a construction contract to Golden Bay Construction,Co.to install new ADA curb ramps in advance of the road maintenance and rehabilitation projects.The locations selected met the criteria of not meeting ADA standards,being located within limits to qualify for CDBG funding and within limits of the road maintenance and rehabilitation projects.The project locations were located along South Spruce Avenue from Myrtle Avenue to Starlite Street,along West Orange Avenue from Tennis Drive to 3rd Lane,and along Susie Way from Nora Way to Brusco Way.The intersection of South Spruce Avenue and Victory Avenue was removed from the project due to utility conflict.This intersection will be completed as part of the road rehabilitation work. The work was inspected by the Engineering Division and found to be complete in accordance with the contract documents as of September 11, 2020. Project location map is included as Attachment 1 of this staff report. FISCAL IMPACT This project is funded by the CDBG and General funds;and the project is included in the City of South San Francisco’s Fiscal Year 2018-19 Capital Improvement Program (Project No.ST193B).Project came in under budget as the contractor is paid for actual work completed based on field measured quantities.The total construction cost incurred for the project is summarized as follows: Projected Actual Construction Contract $206,127.00 $195,642.00 Construction Contingency (30%) $61,839.00 $0.00 Total Construction Budget $267,966.00 $195,642.00 RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan Priority Area 2,Quality of Life,Initiative 2.2 by promoting bike paths, pedestrian ways, and multi-modal transportation options. CONCLUSION Staff recommends acceptance of the project as complete.Upon acceptance,a Notice of Completion will be filed with the County of San Mateo Recorder’s office.At the end of the thirty-day lien period,the retention funds will be released to the Contractor after the City receives the one year warranty bond. City of South San Francisco Printed on 10/22/2020Page 1 of 2 powered by Legistar™ File #:20-596 Agenda Date:10/28/2020 Version:1 Item #:5. Attachments: 1.Project Location Map 2.Presentation City of South San Francisco Printed on 10/22/2020Page 2 of 2 powered by Legistar™ Attachment 1 – Project Location Map ADA CURB RAMP REPLACEMENT PROJECT ACCEPTANCE OF THE CONSTRUCTION IMPROVEMENTS OCTOBER 14, 2020 Attachment 2 ADA Curb Ramp Replacement Project PROJECT OVERVIEW ADA Curb Ramp Replacement along: •S. Spruce Avenue from Myrtle Ave to Starlite St •W. Orange Avenue from Tennis Dr to 3rd Lane •Susie Way from Willow Ave to Brusco Way •Miller Ave at Holly Ave •Miller Ave at Sunnyside Dr •Construction contract awarded to Golden Bay Construction, Inc. on January 9, 2019 2 ADA Curb Ramp Replacement Project ADA Curb Ramps along Spruce Ave 3 Starlite & Spruce Myrtle & SpruceStarlite & Spruce ADA Curb Ramp Replacement Project ADA Curb Ramps along West Orange Ave 4 Tennis Dr & West Orange Ave Commercial Ave & West Orange Ave Baden Ave & West Orange Ave ADA Curb Ramp Replacement Project CONSTRUCTION COST The total construction cost incurred to date for the project is summarized as follows: Projected Actual Golden Bay Construction, Inc. Construction Contract $206,127.00 $195,642.00 Construction Contingency (30%) $61,839.00 $0.00 Total Construction Costs $267,966.00 $195,642.00 5 ADA Curb Ramp Replacement Project QUESTIONS? 6 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-628 Agenda Date:10/28/2020 Version:1 Item #:6. Report regarding a resolution approving the City’s Investment Policy for Fiscal Year 2020-21.(Janet Salisbury, Director of Finance and Frank Risso, City Treasurer) RECOMMENDATION It is recommended that the City Council approve the City’s Investment Policy for Fiscal Year 2020-21. BACKGROUND/DISCUSSION The City of South San Francisco’s Investment Policy was created to establish guidelines for investment operations,with the objectives of complying with all laws and ensuring the safety,liquidity and yield of the City’s investments. Each fiscal year,the City’s Investment Policy is presented to the City Council for consideration.This year,City staff,along with the City Treasurer and the City’s investment advisor,Chandler Asset Management,met with the Investment Policy Ad Hoc Committee on October 15 to further examine the City’s investment portfolio and liquidity position. The proposed Fiscal Year (FY)2020-21 Investment Policy is included as Exhibit A of the accompanying resolution and reflects no changes from the prior year’s policy.All investment activities during FY 2019-20 were made according to the City’s Investment Policy. Staff will continue to work with Chandler Asset Management to review the City’s Investment Policy on a regular basis to ensure compliance with best practices and alignment with all relevant state and federal laws and regulations. FISCAL IMPACT There is no direct fiscal impact by the adoption of this resolution.However,a sound Investment Policy,as set forth herein, assists in preserving the financial stability of the City. RELATIONSHIP TO STRATEGIC PLAN This resolution supports the City’s strategic goal of Financial Stability. CONCLUSION Approval of the 2020-21 Investment Policy ensures that the management of the City’s investment portfolio continues to be guided by the safety,liquidity and yield guidelines previously established by the Council.The balanced approach to the City’s permitted investments ensures that the City’s portfolio is both protected and liquid, while enhancing earnings opportunities. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-629 Agenda Date:10/28/2020 Version:1 Item #:6a. Resolution approving the City’s Investment Policy for Fiscal Year 2020-21. WHEREAS,each fiscal year,the City of South San Francisco’s Investment Policy is presented to the City Council of South San Francisco for consideration; and WHEREAS,a meeting was conducted with the City’s Investment Policy Ad Hoc Committee on October 15, 2020 to discuss the policy herein; and WHEREAS,the Fiscal Year (FY)2020-21 Investment Policy,is attached herein as Exhibit A,and reflects no changes from the prior year’s policy; and WHEREAS,staff will continue to work with the City’s investment advisor to review the City’s Investment Policy to ensure compliance with best practices and alignment with state code. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby approve the FY 2020-21 Investment Policy. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ 1 EXHIBIT A City of South San Francisco Investment Policy Fiscal Year 2020-21 PURPOSE: The following statement is intended to provide guidelines for the “Prudent Investor Standard” of investment of the City’s temporary idle cash and to outline the policies for an effective cash management system. A. Prudent Investor Standard: Management of the City’s investments is governed by the Prudent Investor Standard as set forth in the California Government Code 53600.3: “…all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law.” The City’s cash management system’s goal is to accurately monitor and forecast revenues and expenditures enabling the City to invest funds to the fullest extent possible. The City Treasurer attempts to obtain the highest yield possible as long as investments meet the criteria established for safety and liquidity. This Investment Policy applies to all City funds except retirement, pension, or bond proceeds or bond reserves, which have their own constraining requirements. The investment policies and practices of the Treasurer of the City of South San Francisco are based upon federal, state, and local laws as well as prudent money management. The primary objectives of these policies are, in priority order: 1. To assure compliance with all federal, state, and local laws governing the investment of monies. 2. To maintain the principal of the City’s investments. 3. To remain sufficiently liquid to meet all expenses. 4. After safety and liquidity are assured, to generate the maximum amount of investment income within the parameters of this statement of investment policy. 2 INVESTMENT OBJECTIVES: 1. SAFETY OF PRINCIPAL is the foremost objective of the Investment Policy. The Treasurer shall seek to ensure that capital losses are avoided with each investment transaction. The objective is to mitigate credit risk (the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt) and interest rate risk (the market value of the security in the portfolio will fall due to changes in general interest rates). 2. LIQUIDITY is the second most important objective of the Investment Policy. It is important that a portion of the portfolio contain investments, which can be easily liquidated with minimal, or no risk to principal and/or interest. The longest maturity of any investment shall be five years. The portfolio shall be structured so that sufficient funds are readily available to meet all reasonably anticipated operating expenses. 3. YIELD is the return earned on monies invested. The City’s funds shall be designed to attain a rate of return throughout budgetary and economic cycles which is approximately equal to the return on a Market Benchmark Index which will be reported to the City Council on a periodic basis. The current index that is consistent with this policy, the market, and the cash flow needs of the City is the 1 -5 year Government Index. Yield will be considered only after the basic requirements of safety, liquidity, and credit quality have been met. INVESTMENT POLICY: The City is governed by the California Government Code, Section 53600 et.seq. Within the context of these limitations, the following investments are authorized: U.S. TREASURY SECURITIES for which the full faith and credit of the U.S. are pledged for the payment of principal and interest. There is no limit to the percentage of the portfolio that can be invested in U.S. Treasuries. However, their maturities shall be limited to 5 years or less. FEDERAL AGENCY OR UNITED STATES GOVERNMENT SPONSORED ENTERPRISE OBLIGATIONS, or other instruments, including those issued by federal agencies or United States government-sponsored enterprises. The amount of any one issuer shall not exceed 25 percent of the portfolio, with the maturity not to exceed 5 years. Examples include the Federal Farm Credit Bank System (FFCB), the Federal Home Loan Bank Board (FHLB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), Tennessee Valley Authority (TVA). SUPRANATIONALS securities that are unsubordinated obligations issued by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter-American Development Bank (IADB). The securities must be 3 rated in a rating category of “AA” or higher by a nationally recognized statistical rating organization. No more than 30% of the total portfolio may be invested in these securities. No more than 10% of the total portfolio shall be invested in any single issuer. The maximum maturity of any security of this type shall not exceed five years. CORPORATE MEDIUM TERM NOTES issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases of medium-term notes may not exceed 30 percent of the City’s surplus money which may be invested pursuant to this section. The maximum maturity shall not be greater than 5 years ASSET BACKED SECURITIES including mortgage pass-through, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-backed certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond with a maximum maturity of five years; excluding issuers of the US Government of its agencies. Securities eligible for investment under this subdivision shall be rated in a rating category of "AA" or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subdivision may not exceed 20 percent of the City’s surplus money that may be invested pursuant to this section. COMMERCIAL PAPER must be of prime quality of the highest rating by both Moody’s and Standard and Poor’s (P-1 by Moody’s and A-1 by Standard and Poor’s). Eligible paper is limited to corporations organized and operating within the U.S. and having total assets of at least $500,000,000. There are also limitations as to the total percent (25%) of the portfolio that may be invested in commercial paper, the time of investment (270 days) and the amount of any one issuer shall not exceed 5 percent of the portfolio. NEGOTIABLE CERTIFICATES OF DEPOSIT issued by a nationally or state chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally licensed or state licensed branch of a foreign bank. The amount of a negotiable certificate of deposit insured up to the FDIC limit does not require any credit ratings. Any amount above the FDIC insured limit must be issued by institutions which have short term debt obligations rated “A-1” or its equivalent or better by at least one NRSRO; or long- term obligations rated in a rating category of “A” or its equivalent or better by at least one NRSRO. No more than 30% of the total portfolio may be invested in negotiable certificates of deposit and no more than 5% of the portfolio may be invested in any single issuer. The maximum maturity shall not be greater than 5 years REPURCHASE AGREEMENTS (Repos) allow a purchase of securities by a local agency; by agreement, the seller will repurchase the securities on or before a specified date and for a specified amount. The maturity should not exceed ninety days. Repos should only be purchased when a purchase agreement is executed with a bank in which the underlying security shall have a market value of at least: 102% for U.S. Treasuries or 105% for U.S. Agencies of the funds borrowed. Pledged securities must be held by a third party custodian. 4 The issuing counter party shall be rated in a rating category of “AA” or its equivalent or better by nationally recognized rating services (Standard and Poor’s and Moody’s). THE LOCAL AGENCY INVESTMENT FUND is a pooled fund managed by the State Treasurer whose permitted investments are identified in the Government Code Section 164291. LAIF offers high liquidity as deposits and withdrawals can be wired to and from South San Francisco on the same day, provided the request is made before 10:00 A.M. No maximum limit for LAIF is set by this investment policy. MUTUAL FUNDS are shares of beneficial interest issued by diversified management companies, as defined by Section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must strive to maintain a net asset value of $1.00 per share at all times and: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years experience investing in securities and obligations, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the City’s Investment Policy may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio. Mutual fund investments shall not exceed 20% of the portfolio, with no more than 10% of the portfolio invested with any one institution. PROHIBITED INVESTMENTS: Instruments not expressly authorized are prohibited. In accordance with Government Code Section 53601.6, investment in inverse floaters, range notes or mortgage derived interest -only strips is prohibited, as are derivatives. Investment in any security that could result in a zero interest accrual if held to maturity is also prohibited. 5 SUMMARY OF AUTHORIZED INVESTMENTS: Instrument Limitations Minimum Rating %age of Portfolio Single Issuer % Limits Maximum Maturity Minimum Collateral U.S. Treasuries 100% 100% 5 years U.S. Agencies 100% 25% 5 years Supranational AA 30% 10% 5 years Corporate Medium Term Notes A 30% 5% 5 years Asset Backed Securities AA 20% 5% 5 years Commercial Paper P1/A1 25% 5% 270 days Negotiable Certificates of Deposits A-1 or A 30% 5% 5 years Repurchase Agreements - If U.S. Treasuries - If U.S. Agencies AA for Issuing Counter Party 102% 105% Local Agency Invest. Fund (LAIF) 100% Mutual Funds Moody’s: Aaa S&P: AAA 20% 10% AUTHORIZED INVESTMENTS PERSONNEL: The City Treasurer and any Deputy Treasurers he or she appoints are authorized to approve investment transactions. Deputy Treasurers shall include at a minimum the City Finance Director. MITIGATING CREDIT RISK: Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City shall mitigate credit risk by adopting the following strategies: 1. No more than 5% of the total portfolio may be invested in securities of any single issuer, other than: a) U.S. Treasuries and LAIF, which have no limit; and b) U.S. Agencies, which shall be limited to no more than 25% of the portfolio in any one issuing Agency. Supranational and Money Market Mutual Fund securities shall be limited to no more than 10% of the portfolio in any one issuer. 2. The City Treasurer may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or yield of the portfolio in response to market conditions or City’s risk preferences; and, 3. If securities owned by the City are downgraded to a level below the credit quality required by this Investment Policy, it shall be the City Treasurer’s policy t o review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. 6 a) If a security is downgraded, the Treasurer will use discretion in determining whether to sell or hold the security based on its current maturity, the economic outlook for the issuer, and other relevant factors. b) If a decision is made to retain a downgraded security in the portfolio, its presence in the portfolio will be monitored and reported monthly to the City Council. DEPOSITORY SERVICES: Monies must be deposited in state or national banks, state or federal savings and loan associations, or state or federal credit unions in the state of California. The monies may be in inactive deposits, active deposits, or interest-bearing active deposits. The deposits in any institution cannot exceed the amount of the bank’s or savings and loan’s paid up capital and surplus. The bank, savings and loan, or federal credit union must secure the active and inactive deposits with eligible government securities having a market value of at least 110% of the total amount of the deposits. Funds held in a bank should be limited to weekly cash flow needs, and excess funds should be either invested in LAIF or a money market mutual fund. Any depository institution used by the City should provide overnight sweep vehicles that comply with this Investment Policy and the State Government Code. QUALIFIED DEALERS AND INSTITUTIONS: Except for transactions with the State and County investment pools, the City shall transact investment business only with banks, savings and loans, and with investment securities dealers as defined in Government Code Section 53601.5: “The purchase by a local agency of any investment authorized pursuant to Section 53601 or 53601.1, not purchased directly from the issuer, shall be purchased either from an institution licensed by the state as a broker-dealer, as defined in Section 25004 of the Corporations Code, or from a member of a federally regulated securities exchange, from a national or state-chartered bank, from a federal or state association (as defined by Section 5102 of the Financial Code) or from a brokerage firm designated as a primary government dealer by the Federal Reserve bank.” The City Treasurer shall investigate institutions that wish to do business with the City in order to determine if they are adequately capitalized, make markets in securities appropriate to the City’s needs. Specifically, in order to achieve these objectives: The Treasurer shall establish a list of qualified securities dealers, and shall obtain a certification submitted by all financial institutions with which the City has an investment relationship on an annual basis. The certification shall state that the institution has reviewed the City's investment management plan and that it will: 7 • Exercise due diligence in monitoring the activities of its officers and employees engaged in transactions with the City. • Ensure that all of its officers and employees offering investments to the City are trained in the precautions appropriate to public sector investments. In order to be qualified for use by the City, a qualifying institution must have: a) At least three years experience operating with California municipalities. In addition, individual traders or agents representing a dealer must have a minimum of one year experience operating with California municipalities; b) An inventory of trading securities of at least $10 million. SAFEKEEPING AND CUSTODY OF SECURITIES: To protect against potential losses caused by the collapse of individual securities dealers, all securities owned by the City, except for investments with LAIF, Repurchase Agreements as authorized in this Policy shall be kept in safekeeping by a third party custodian acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. These funds will be held in the City’s name. All trades will be executed by delivery vs. payment (DVP). This ensures that securities are deposited to the third party safe keeper prior to release of the City’s funds to the broker, for a purchase, and ensures that cash is deposited with the safe keeper prior to release of the City’s security for a sale. COMPETITIVE PURCHASE AND SALE OF ALLOWED SECURITIES: Except for purchases in LAIF or with a Mutual Fund otherwise authorized in this Policy, any purchase or sale of individual securities shall be made after soliciting at least three quotes from authorized brokers, either verbally or in writing. The Treasurer shall make the purchase or sale from the broker that offers the best executable price for the security. In the case of a tie of two or more brokers, the Treasurer shall select by his/her choice. The Treasurer shall maintain documentation relating to investment quotes for six months. ETHICS AND CONFLICTS OF INTEREST: The City Treasurer and Deputy City Treasurers shall file a State Form 700 annually, wherein they must disclose all personal assets such as stocks, bonds, properties, business entities, etc., in which said officials may be involved and which could create a conflict of interest with the proper execution of their offices or impair their ability to make impartial decisions. REPORTING: The Treasurer shall present to the City Council a quarterly report showing the types of investments, institutions of investment, dates of maturity, amounts of deposit, current market value for all 8 securities, rates of interest, and other such data as may be required by the City Council. INVESTMENT OVERSIGHT COMMITTEE: The City shall establish an Investment Oversight Committee that shall meet at least quarterly. The committee shall consist of, at a minimum, the City Treasurer, the City Manager, and the Finance Director. The purpose of the committee is to: • Review the portfolio on a quarterly basis to ensure compliance with the City’s Investment Policy and the requirements of the State of California. • Make recommendations to Council to change the Investment Policy where appropriate. • Meet as needed to review the investment portfolio as a result of changes in the marketplace or the economic position of any company or agency that affects the City’s investments. The City Treasurer will report on any recommendations and/or actions taken by the Investment Oversight Committee in his/her quarterly investment reports to the full City Council. The Investment Oversight Committee shall meet and report at least semi-annually with the Finance/Budget/Investment Committee of the City Council. INTERNAL CONTROLS: The Treasurer and the Finance Director are responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control of the structure shall be designed to provide reasonable assurance that these objectives are met. Management responsibility for the investment program is delegated to the elected City Treasurer who shall be responsible for all investment transactions. The Deputy City Treasurer(s), appointed by the City Treasurer, acts at the discretion and direction of the City Treasurer. WIRE TRANSFER CONFIRMATIONS: Due to the need to preserve segregation of duties and checks and balances, all non-recurring, outgoing wire transactions initiated by the City Treasurer or a Deputy Treasurer appointed by the City Treasurer shall be confirmed by the bank with a second person, either a Deputy Treasurer or an authorized person within the Finance Department, prior to the completion of that wire transfer. Recurring/repetitive wire transactions, such as with LAIF, or to meet regular debt service payments, may be exempted from a second confirmation requirement, provided that a list of recurring wire transfers is established with the bank and that both the City Treasurer and the Finance Director approve the list. 9 POLICY REVIEW: This Investment Policy shall be reviewed at least annually to ensure its consistency with the overall objectives of safety of principal, liquidity, and yield. The Policy should also be relevant to current law, financial and economic trends, and should meet the needs of the City of South San Francisco. 10 Appendix A GLOSSARY OF INVESTMENT TERMS Agencies. Shorthand market terminology for any obligation issued by a government-sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are: FDIC. The Federal Deposit Insurance Corporation provides insurance backed by the full faith and credit of the US government to certain bank deposits and debt obligations. FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds. FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market. FHLB issues discount notes and bonds. FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC also called “FreddieMac” issues discount notes, bonds and mortgage pass-through securities. Only discount notes and bonds are authorized by this policy. FNMA. Like FHLB and FreddieMac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as “FannieMae,” issues discount notes, bonds and mortgage pass-through securities. PEFCO. The Private Export Funding Corporation assists exporters. TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio and Mississippi River valleys. TVA currently issues discount notes and bonds. Asked. The price at which a seller offers to sell a security. Asset Backed Securities (ABS). Asset Backed Securities are pass-through instruments collateralized by installment loans, leases, revolving lines of credit or other consumer finance receivables. Securitizations are structured to separate the credit of the ABS issuer from the assets being securitized. Banker’s acceptance. A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which “accepts” the obligation to pay the investor. Benchmark. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy. 11 Bid. The price at which a buyer offers to buy a security. Broker. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from his own position. Callable. A callable security gives the issuer the option to call it from the investor prior to its maturity. The main cause of a call is a decline in interest rates. If interest rates decline since an issuer issues securities, it will likely call its current securities and reissue them at a lower rate of interest. Callable securities have reinvestment risk as the investor may receive its principal back when interest rates are lower than when the investment was initially made. Certificate of Deposit (CD). A time deposit with a specific maturity evidenced by a certificate. Large denomination CDs may be marketable. Collateral. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies. Commercial paper. The short-term unsecured debt of corporations. Cost yield. The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return. Coupon. The rate of return at which interest is paid on a bond. Credit risk. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer. Current yield. The annual income from an investment divided by the current market value. Since the mathematical calculation relies on the current market value rather than the investor’s cost, current yield is unrelated to the actual return the investor will earn if the security is held to maturity. Dealer. A dealer acts as a principal in security transactions, selling securities from and buying securities for his own position. Debenture. A bond secured only by the general credit of the issuer. Delivery vs. payment (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser’s agent. Derivative. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components (“Stripped” coupons and principal). A derivative is also defined as a financial 12 instrument the value of which is totally or partially derived from the value of another instrument, interest rate or index. Derivatives are prohibited under this Investment Policy. Discount. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short-term securities, such as T-bills and banker’s acceptances, are known as discount securities. They sell at a discount from par, and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons, trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality. Diversification. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk. Duration. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. (See modified duration). Federal funds rate. The rate of interest charged by banks for short-term loans to other banks. The Federal Reserve Bank through open-market operations establishes it. Federal Open Market Committee: A committee of the Federal Reserve Board that establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves. Leverage. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing. Liquidity: The speed and ease with which an asset can be converted to cash. Make Whole Call. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole." Margin: The difference between the market value of a security and the loan a broker makes using that security as collateral. Market risk. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates. Market value. The price at which a security can be traded. Marking to market. The process of posting current market values for securities in a portfolio. Maturity. The final date upon which the principal of a security becomes due and payable. 13 Medium term notes. Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts either on a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences. Modified duration. The percent change in price for a 100 basis point change in yields. Modified duration is the best single measure of a portfolio’s or security’s exposure to market risk. Money market. The market in which short term debt instruments (Tbills, discount notes, commercial paper and banker’s acceptances) are issued and traded. Mortgage pass-through securities. A securitized participation in the interest and principal cashflows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security. These securities are prohibited under this Policy. Mutual fund. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund’s prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds and money market instruments, as set forth in the individual fund’s prospectus. Nationally Recognized Statistical Ratings Organization. The formal term to describe credit rating agencies that provide credit ratings that are used by the U.S. government in several regulatory areas. Ratings provided by Nationally Recognized Statistical Ratings Organizat ions (NRSRO) are used frequently by investors and are used as benchmarks by federal and state agencies. Premium. The difference between the par value of a bond and the cost of the bond, when the cost is above par. Primary dealer. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S. Government securi ties market. Prudent person (man) rule. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as “Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes.” Realized yield. The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio. 14 Regional dealer. A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer. Repurchase agreement (Repo). Short term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller’s point of view, the same transaction is a reverse repurchase agreement. Safekeeping. A service whereby securities are held by a bank in the customer’s name. Supranational. A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. Total rate of return. A measure of a portfolio’ performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. U.S. Treasury obligations. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk, and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds. Treasury bills. All securities issued with initial maturities of one year or less are issued as discounted instruments, and are called Treasury bills (Tbills). The Treasury currently issues three- and six-month Tbills at regular weekly auctions. It also issues “cash management” bills as needed to smooth out cash flows. Treasury notes. All securities issued with initial maturities of two to ten years are called Treasury notes, and pay interest semi-annually. Treasury bonds. All securities issued with initial maturities greater than ten years ar e called Treasury bonds. Like Treasury notes, they pay interest semi-annually. Volatility. The rate at which security prices change with changes in general economic conditions or the general level of interest rates. Yield to Maturity. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-775 Agenda Date:10/28/2020 Version:1 Item #:7. Report regarding a resolution authorizing the acceptance of $2,100 in grant funding from the California Library Association to support Pop-up Library Programming at three South San Francisco Unified School District meal sites and approving Budget Amendment 21.017. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $2,100 in grant funding from California Library Association to support Pop-up Library Programming at three South San Francisco Unified School District (SSFUSD) meal sites and approving Budget Amendment 21.017. BACKGROUND/DISCUSSION Grand Avenue Branch Library has been awarded $2,100 to support Pop-up Library Programming to enhance SSFUSD community meal sites at Spruce Elementary School,Westborough Middle School and El Camino High School.Funds may be used for:book giveaways;programming supplies to support learning and enrichment activities,such as STEAM programming,early learning nutrition education,reading and literacy programming,and music and theater activities;paid performers such as science shows and animal shows.In our previous $2,500 grant award for Summer 2020 library programming at three SSFUSD meal sites,Grand Avenue Library staff distributed approximately 1,200 STEAM kits with activities and books. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 2020-21 Operating Budget per Budget Amendment 21.017. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Pop-up library programming will provide enhanced literacy and enrichment programming,STEAM activities and nutrition education for low-income families in our community at the SSFUSD community meal sites.The strengthening of learning programs is an action item in the City Strategic Plan under Priority #2:Quality of Life. CONCLUSION Receipt of these funds will enable the Library to provide pop-up library programming at SSFUSD community meal sites.It is recommended that the City Council accept $2,100 in grant funding and approving Budget Amendment 21.017. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-776 Agenda Date:10/28/2020 Version:1 Item #:7a. Resolution authorizing the acceptance of $2,100 in grant funding from the California Library Association to support Pop-up Library Programming at three South San Francisco Unified School District Fall meal sites and approving Budget Amendment 21.017. WHEREAS,the Library Department’s Five Year Strategic Plan includes a goal of strengthening learning programs; and WHEREAS,the California Library Association supports learning and enrichment activities such as STEAM programs, early learning nutrition education, reading and literacy programming; and WHEREAS,Grand Avenue Branch Library has been awarded $2,100 to support Pop-up Library Programming to enhance South San Francisco Unified School District (SSFUSD) meal sites with library programming; and WHEREAS,the $2,100 grant will provide enhanced literacy and enrichment programming,STEAM activities and nutrition education for low-income families in our community through the SSFUSD meal sites; and WHEREAS,staff recommends the acceptance of grant funding in the amount of $2,100 from the California Library Association; and WHEREAS,the foregoing grant funds will be used to amend this year’s operating budget of the Library Department. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $2,100 in grant funding from the California Library Association,and amends the Library Department’s FY 2020-21 operating budget through Budget Amendment 21.017 in order to reflect an increase of $2,100. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-699 Agenda Date:10/28/2020 Version:1 Item #:8. Report regarding a resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the purchase of additional storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project,in an amount not to exceed $231,900.(Bianca Liu, Senior Engineer and Robert Dusenbury, Lotus Water) RECOMMENDATION Staff recommends that the City Council adopt a resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the purchase of additional storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project, in an amount not to exceed $231,900. BACKGROUND/DISCUSSION Effective on April 26,2017,the California Department of Transportation (Caltrans)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Project)through Cooperative Implementation Agreement No.D43CIASF0001 (CIA)between Caltrans and the City of South San Francisco (City).Lotus Water (Lotus)and their team of consultants (Project Team)entered into contract effective January 2,2018 with the City to provide design, permitting, and construction support services for the Original Project. The design includes a drop inlet diversion structure to re-direct all dry-weather urban flow and up to approximately 15 cubic feet per second of the first flush of wet-weather flow from the Colma Creek channel through pre-treatment structures to remove trash,debris,and sediment before conveying the water into a subsurface multi-chambered storage reservoir.A portion of the storage functions as a cistern holding water that will receive water quality polishing and disinfection for eventual non-potable irrigation use in and around the park,and the remainder functions as an infiltration gallery.When storage capacity is exceeded,diverted water that has been screened for trash capture and has been through pretreatment for removal of floatables and settleables overflows back into the channel. The Project construction costs are fully funded through the CIA with no matching funds required from the City. However,as part of the agreement,the funds are allocated by fiscal year and each allocation must be spent within three years of allocation.Caltrans allocated $1 million for Fiscal Year 2016-2017 towards the Project, with additional funds over the next five fiscal years to pay for the total project costs (estimated at $9.5 million). Any funds obligated before June 30, 2017, were to be spent by June 30, 2019. In order to comply with the three year requirements of funds allocated in Fiscal Year 2016-17,staff recommended City Council adopt a resolution to approving pre-purchase of storage tank materials.On June 26, 2019,the City Council adopted a resolution approving and authorizing the City Manager to execute a purchase agreement with Atlantis Water Management for the purchase of storage tank material for the construction of Orange Memorial Park Storm Water Capture Project in an amount not to exceed $509,500 which included the cost of the material and a 10% contingency. City of South San Francisco Printed on 10/22/2020Page 1 of 2 powered by Legistar™ File #:20-699 Agenda Date:10/28/2020 Version:1 Item #:8. Subsequently,on September 20,2019 Caltrans added an additional $6,000,000 in funding for a total of $15,500,000 through a second CIA No.D43CIASF0002.The additional funding increased the scale of the Original Project and increased the water quality treatment provided in terms of diversion,pretreatment,and infiltration capacity.As the design progressed,the size of the infiltration gallery increased,requiring the purchase of additional storage modules for construction of the project. The draft purchase agreement amendment with Atlantis is attached to the accompanying resolution as Exhibit A. This amendment allows the City to purchase the storage tank material required for the larger project. FISCAL IMPACT Approving the purchase agreement amendment will allow the City to purchase the additional storage material required by the larger storage area design achievable with the additional $6 million dollar contribution from Caltrans. RELATIONSHIP TO STRATEGIC PLAN Adopting this resolution will contribute to the City’s Strategic Plan outcome of improved Quality of Life by purchasing material needed for the OMP Storm Water Capture Project which aims to improve water quality. CONCLUSION Staff recommends that the City Council adopt a resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the increase in quantity of purchase of additional storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project, in an amount not to exceed $231,900. Attachment: PowerPoint Presentation OMP Storm Capture Project Update City of South San Francisco Printed on 10/22/2020Page 2 of 2 powered by Legistar™ Orange Memorial Park Storm Water Capture Project South San Francisco City Council Meeting October 28, 2020 October 2020: Final Design and Bid Package Completed October 2020: Final Design and Bid Package Completed September 2019: New $6M CIA with Caltrans Original Project (60% Design) 2020 Project (100% Design) •Budget = $9.5M •$1.0M for field renovation •Equivalent Area Treated = 590 ac •320 ac-ft/yr stormwater diverted & treated •120 ac-ft infiltrated •40 ac-ft used for irrigation •160 ac-ft treated & returned •Budget = $15.5M •$1.7M for field renovation •Equivalent Area Treated = 1,150 ac •600 ac-ft/yr stormwater diverted & treated •150 ac-ft infiltrated •50 ac-ft used for irrigation •400 ac-ft treated & returned Review of Design Evolution Original Layout Expanded 2020 Layout Stormwater Storage System Pre-Purchase Atlantis Corp. Atlantis Quad Flo-Tank •Underground storage modules Original Agreement $509,500 Amendment $231,900 Total: $741,400 Schedule – Design, Bid, and Construction 2020 2021 2022 •Complete design, bid stormwater capture •Planning ballfield replacement •Start Construction stormwater capture •Design ballfield replacement •Complete construction stormwater capture •Start Construction ballfield replacement Sportsfield Renovation Project Storm Water Capture Project Thank you! City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-700 Agenda Date:10/28/2020 Version:1 Item #:8a. Resolution approving and authorizing the City Manager to execute a purchase agreement amendment with Atlantis Water Management Victoria for the increase in quantity for the purchase of storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project,in an amount not to exceed $231,900. WHEREAS,Effective on April 26,2017,the California Department of Transportation (Caltrans)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Project)through Cooperative Implementation Agreement No.D43CIASF0001 (CIA)between Caltrans and the City of South San Francisco (City); and WHEREAS,On June 26,2019,the City Council adopted a resolution approving and authorizing the City Manager to execute a purchase agreement with Atlantis Water Management for the purchase of storage tank material for the construction of Orange Memorial Park Storm Water Capture Project in an amount not to exceed $509,500 which included the cost of the material and a 10% contingency; and WHEREAS,on September 20,2019 Caltrans increased this funding by $6,000,000 for a total of $15,500,000 through a second CIA No.D43CIASF0002 to increase the scale of the Original Project and increase the amount of water quality treatment; and WHEREAS,as a result,the size of the infiltration gallery increased,thus requiring the purchase of additional storage modules for construction of the project; and WHEREAS,a purchase agreement amendment with Atlantis Water Management for the purchase of storage tank material for the construction of Orange Memorial Park Storm Water Capture Project is needed to purchase the additional storage material; and WHEREAS,staff has prepared a draft amendment,attached hereto and incorporated herein as Exhibit A,and recommends the City execute the amendment with the vendor. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves the purchase agreement amendment,attached hereto and incorporated herein as Exhibit A,for the purchase of the additional Atlantis storage tank materials (Atlantis Quad Flo Tank)required for construction of the Orange Memorial Park Storm Water Capture Project. BE IT FUTURE RESOLVED,that the Finance Director is hereby authorized to approve the purchase of Atlantis storage tank materials for an amount not to exceed $741,400. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute the agreement City of South San Francisco Printed on 10/30/2020Page 1 of 2 powered by Legistar™ File #:20-700 Agenda Date:10/28/2020 Version:1 Item #:8a. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute the agreement amendment in Exhibit A with Atlantis Water Management Victoria for the increase in quantity for the purchase of storage tank materials for the construction of the Orange Memorial Park Storm Water Capture Project,in an amount not to exceed $231,900, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to make any revisions,amendments or modifications deemed necessary to carry out the intent of this Resolution that do not materially alter or increase the City’s obligations thereunder, subject to approval as to form by the City Attorney BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to take any other related action necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 10/30/2020Page 2 of 2 powered by Legistar™ 1st AMENDMENT TO THE PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ATLANTIS WATER MANAGEMENT VICTORIA THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT is made at South San Francisco, California, as of _________, 2020 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and ATLANTIS WATER MANAGEMENT VICTORIA (“Vendor”), (collectively referred together as the “Parties”) who agree as follows: RECITALS A. On the June 26, 2019, City and Vendor entered that certain PURCHASE AGREEMENT (“Agreement”) whereby Vendor agreed to furnish City certain storage tank products for the construction of the Orange Memorial Park Storm Water Capture Project (“Products”). A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. Section 3 of the Agreement provides for a no-to-exceed purchase price of Five Hundred Nine thousand Five Hundred Dollars ($509,500) for the Products. C. City desires to procure additional Products from Vendor and, as such, City and Vendor now desire to amend the Agreement to increase the purchase price amount under the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Vendor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 2: Time of Performance. The end date for time of performance shall be changed from June 26, 2021 to December 31, 2021. 3. Section 3: Description of Purchase and Price. The not-to-exceed amount under the Agreement shall be increased by Two Hundred and Thirty-One Thousand and Nine Hundred Dollars ($231,900). As amended, the total payment for the Products shall not exceed Seven Hundred and Forty-One Thousand and Four Hundred Dollars ($741,400). The City shall have no obligation to pay Vendor any additional amount beyond the dollar limit identified in Section 3 of the Agreement unless such dollar limit is specifically amended by separate written amendment. 4. Additional exhibit. Vendor’s additional invoice dated October 16, 2020 for the additional storage tank products are attached hereto and incorporated herein as Exhibit B. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Dated: CITY OF SOUTH SAN FRANCISCO ATLANTIS WATER MANAGEMENT VICTORIA By: By: Mike Futrell, City Manager Robert Khachadourian Authorized Representative Approved as to Form: By: City Attorney Exhibit A Exhibit B City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-634 Agenda Date:10/28/2020 Version:1 Item #:9. Report regarding a resolution authorizing the adoption of Caltrans’Local Assistance Procedures Manual Chapter 10, entitled “Consultant Selection.”(Matthew Ruble, Principal Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the adoption of Caltrans’Local Assistance Procedures Manual Chapter 10,entitled “Consultant Selection”,as the process by which the city retains architectural and engineering consultant services related to federal and state funded transportation projects. BACKGROUND/DISCUSSION The City Council of South San Francisco through the Department of Public Works is responsible for the execution of State and Federal funded projects.The federal government has granted Caltrans oversight authority of these federal funds,which are administered by Caltrans Office of Local Assistance.As the administering agency of federal and state funds,Caltrans has created the Local Assistance Procedures Manual (Manual)which guides,directs,and outlines all the requirements that cities across the State of California are required to adhere to when receiving federal or state funds on transportation projects.The Manual undergoes frequent updates to incorporate changes in federal law and procedures. The most recent major update to the Manual requires the City to specifically adopt Chapter 10 of this Manual (Exhibit A to the accompanying resolution)for the selection of architectural and engineering consultants.While the City has always followed the process and procedures outlined in the most current version of the Manual, Caltrans now requires Council adoption to ensure City staff are fully aware of the current federal requirements. Chapter 10 of the Manual sets forth requirements to be included in City Requests for Proposals (RFPs)and subsequent consultant proposals,including but not limited to,having a clearly defined scope of work,staff performing an independent cost analysis of what the consultant contract may cost prior to receiving proposals, procedures for evaluating and scoring of proposals,and certain financial documents required to be submitted at the time proposals are received. FISCAL IMPACT The adoption of the Local Assistance Procedures Manual (LAPM)Chapter 10 will enable the City to receive reimbursement for portions of Engineering services by consultants. RELATIONSHIP TO STRATEGIC PLAN Approval of the LAPM Chapter 10 will contribute to the City’s Strategic Plan Outcome of Improved Quality Of Life by allowing eligibility for reimbursement of design services by State and Federal governments. CONCLUSION Staff recommends adoption of Caltrans Local Assistance Procedures Manual (LAPM)Chapter 10,Consultant Selection,and any updates thereto,in the procurement of Architectural and Engineering (A&E)services for state and federal funded projects. City of South San Francisco Printed on 10/22/2020Page 1 of 2 powered by Legistar™ File #:20-634 Agenda Date:10/28/2020 Version:1 Item #:9. City of South San Francisco Printed on 10/22/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-635 Agenda Date:10/28/2020 Version:1 Item #:9a. Resolution Authorizing the Adoption of Caltrans’ Local Assistance procedures Manual Chapter 10 WHEREAS,The City Council of South San Francisco through the Department of Public Works is responsible for the execution of State and Federal funded projects; and WHEREAS,the provision of 23 CFR 172.5(b),subrecipients shall develop and sustain organizational capacity and provide the resources necessary for the procurement,management,and administration of Federal-Aid Highway Program funding as specified in 23 U.S.C. 106(g)(4)(A); and WHEREAS,23 CFR 172.5(b)910 requires subrecipients to adopt written policies and procedures prescribed by the awarding State Transportation Agency for the procurement,management,and administration of engineering and design related consultant services in accordance with applicable Federal and State laws and regulations; and WHEREAS,the State of California Department of Transportation (Caltrans)has developed the Local Assistance Procedures Manual (LAPM),Chapter 10,Consultant Selection which sets forth policies and procedures for procurements and managements of contracts for engineering and design related consultant services contracts on federal and state funded transportation projects to ensure compliance with applicable Federal and State laws and regulations; and WHEREAS,LAPM Chapter 10,Consultant Selection,describes the consultant selection and procurement process local agencies must follow to maintain eligibility for federal and state reimbursement; and WHEREAS,the City has consistently followed the consultant selection and procurement process outlined in LAPM Chapter 10,and Caltrans now requires City Council adoption to ensure the City is fully aware of and complies with current federal requirements. NOW THEREFORE BE IT RESOLVED,that the South San Francisco City Council hereby adopts Caltrans LAPM Chapter 10,Consultant Selection,and any updates thereto,in the procurement process of Architectural and Engineering services for state and federal funded projects. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ Local Assistance Procedures Manual Chapter 10 Consultant Selection Chapter 10 Consultant Selection Contents Section 10.1: FEDERALLY FUNDED A&E CONTRACTS ............................................................... vi 10.1.1 General..................................................................................................................................1 Introduction ......................................................................................................................... 1 Definition of an Architectural and Engineering Consultant ................................................... 1 Architectural and Engineering Consultants.......................................................................... 1 Non-A&E Consultants ......................................................................................................... 2 Selecting the Project ........................................................................................................... 2 Subcontracted Services ...................................................................................................... 2 Organizational and Consultant Conflicts of Interest ............................................................. 2 Consultants Performing Work on Multiple Phases of Federal-aid Projects .......................... 3 10.1.2 Identifying & Defining a Need for Consultants ........................................................................4 Appointing the Contract Administrator ................................................................................. 4 Segmenting Consultant Work.............................................................................................. 6 Figure 10-2: Segmenting Consultant Work ......................................................................... 6 Specify Products to be Delivered ........................................................................................ 6 Scope of Consultant Work................................................................................................... 6 Non-Discrimination Clause .................................................................................................. 7 Disadvantaged Business Enterprise (DBE) Participation ..................................................... 7 Determine Type of Contract ................................................................................................ 8 Determining the Project Schedule ..................................................................................... 10 Determine Method of Payment .......................................................................................... 10 Cost-Plus-Fixed Fee ......................................................................................................... 10 Cost Per Unit of Work ....................................................................................................... 11 Specified Rates of Compensation ..................................................................................... 11 Lump Sum ........................................................................................................................ 11 10.1.3 A&E Consultant Audit and Review Process .........................................................................12 Applicable Standards ........................................................................................................ 12 Audit Guidance Available .................................................................................................. 13 Allowable Costs ................................................................................................................ 13 Approval or Acceptance of Indirect Cost Rates ................................................................. 14 Cognizant Letters of Approval ........................................................................................... 14 Caltrans Acceptance of Indirect Cost Rate ........................................................................ 14 Financial Review Performed Prior to Contract Execution .................................................. 15 Local Agencies’ Responsibilities ....................................................................................... 16 Consultants’ Responsibilities (Both prime consultants and subconsultants) ...................... 17 Page i of ix January 2020 Exhibit A Local Assistance Procedures Manual Chapter 10 Consultant Selection Independent Office of Audits and Investigations’ Responsibilities ..................................... 17 Audits and Reviews to be Performed ................................................................................ 18 Indirect Cost Rate Audits................................................................................................... 18 CPA Workpaper Reviews .................................................................................................. 18 Contract Audits ................................................................................................................. 18 Incurred Cost Audits.......................................................................................................... 19 Audit Findings and Review Deficiencies ............................................................................ 19 10.1.4 Consultant Selection Methods .............................................................................................21 One-Step RFP .................................................................................................................. 22 One-Step RFQ .................................................................................................................. 22 Two-Step (RFQ Followed by RFP).................................................................................... 22 10.1.5 Consultant Selection Using the One-Step RFP Method .......................................................24 Appoint Consultant Selection Committee .......................................................................... 24 Develop Technical Criteria for Evaluation of Proposals ..................................................... 24 Develop Schedule for Consultant Selection ...................................................................... 25 Prepare RFP ..................................................................................................................... 25 Financial Management and Accounting System Requirements ......................................... 26 Advertise for Consultants .................................................................................................. 26 Issue/Publish RFP............................................................................................................. 26 Conduct Proposer’s Conference or Answer Written Questions ......................................... 27 Receive and Evaluate Technical Proposals....................................................................... 27 Develop Final Ranking and Notify Consultants of Results ................................................. 27 Negotiate Contract with Top-Ranked Consultant ............................................................... 28 10.1.6 Consultant Selection Using the One-Step RFQ Method ...................................................29 Appoint Consultant Selection Committee .......................................................................... 29 Develop Technical Criteria for Evaluation of Qualifications................................................ 30 Develop Schedule for Consultant Selection ...................................................................... 30 Prepare RFQ..................................................................................................................... 30 Financial Management and Accounting System Requirements ......................................... 31 Advertise for Consultants .................................................................................................. 31 Issue/Publish RFQ ............................................................................................................ 32 Receive/Evaluate Statements of Qualifications and Develop Shortlist ............................... 32 Notify Consultants of Shortlist ........................................................................................... 32 Interview Top-Ranked Consultants ................................................................................... 32 Develop Final Ranking and Notify Consultants of Results ................................................. 33 Conduct Scoping Meeting ................................................................................................. 33 Request Cost Proposal ..................................................................................................... 34 Negotiate Contract with Top-Ranked Consultant............................................................... 34 10.1.7 Consultant Selection Using the Two-Step RFQ/RFP Method ...............................................36 Combined RFQ and RFP .................................................................................................. 36 Page ii of ix January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Categorize work ................................................................................................................ 37 Establish Minimum Qualifications ...................................................................................... 37 Issue RFQ......................................................................................................................... 38 Set-Up Evaluation Process ............................................................................................... 39 Evaluate Qualifications and Add Firm to List ..................................................................... 39 Maintain List ...................................................................................................................... 39 Issue RFP to Pre-Qualified Consultants on List ................................................................. 40 Conduct Proposer’s Conference or Answer Written Questions ......................................... 40 Receive and Evaluate Technical Proposals....................................................................... 40 Develop Final Ranking and Notify Consultants of Results ................................................. 41 Request Cost Proposal and Negotiate Contract with Top-Ranked Consultant................... 41 10.1.8Completing the Project .........................................................................................................42 Develop the Final Contract ................................................................................................ 42 Review and Approval of Contracts .................................................................................... 43 Execute Contract and Issue Notice to Proceed to Consultant ........................................... 44 Administer the Contract..................................................................................................... 44 Substitution of Consultant Personnel and Subconsultants................................................. 45 Invoicing (or Progress Payments) ..................................................................................... 45 Contract Amendments ...................................................................................................... 45 Performance Evaluation .................................................................................................... 46 Project Records ................................................................................................................ 46 Retention Clauses ............................................................................................................. 48 Review of Local Agency Actions ....................................................................................... 48 10.1.9 Miscellaneous Considerations .............................................................................................48 Agreements with Other Governmental Agencies ............................................................... 48 Small Purchase Contracts ................................................................................................. 48 Noncompetitive Negotiated Contracts (Sole-Source) ........................................................ 49 Retaining a Consultant as an Agency Engineer or in Management Support Role ............. 49 Construction Engineering Services ................................................................................... 52 10.1.10 Program Management .......................................................................................................53 10.1.11 References ........................................................................................................................53 10.2: STATE-ONLY FUNDED A&E CONTRACTS .........................................................................55 10.2.1 General................................................................................................................................56 10.2.2 Definition of A&E .................................................................................................................57 10.2.3 Minimum Audit Requirements ..............................................................................................57 A. Written Procedures ....................................................................................................... 57 B. Conflict of Interest ......................................................................................................... 57 C. Records ........................................................................................................................ 57 D. Full & Open competition ............................................................................................... 58 E. Selection Basis ............................................................................................................. 58 Page iii of ix January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection F.Publication .................................................................................................................... 58 G. Solicitation .................................................................................................................... 58 H.Cost Analysis ................................................................................................................ 58 I. Negotiations ................................................................................................................... 58 10.3: NON-A&E CONTRACTS .......................................................................................................64 Scope................................................................................................................................ 64 Determining Non-A&E ....................................................................................................... 64 Example of Determining Non-A&E .................................................................................... 64 Intelligent Transportation System (ITS) Projects ............................................................... 65 Non-Infrastructure Projects ............................................................................................... 65 Governing Regulations and Codes for Non-A&E ............................................................... 66 Procurement of Non-A&E Consultant Contracts ................................................................ 66 RFP Basic Requirements .................................................................................................. 66 Additional Requirements and Evaluation Criteria .............................................................. 67 Consultant’s Proposal ....................................................................................................... 68 Cost Proposal Worksheet.................................................................................................. 68 DBE Consideration............................................................................................................ 68 Administrative Requirements ............................................................................................ 68 Oral Presentations Optional .............................................................................................. 69 Cost-Effective / Public Interest Finding .............................................................................. 69 Protest / Appeals / Reinstatement Procedures .................................................................. 69 Page iv of ix January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Exhibits Exhibits applicable to this chapter can be found at: https://dot.ca.gov/programs/local-assistance/forms/local-assistance-procedures-manual-forms Exhibit 10-A: A&E Consultant Financial Document Review Request Exhibit 10-B: Suggested Consultant Evaluation Sheet Exhibit 10-G: Individual A&E Task Order DBE Utilization (needs linked) Exhibit 10-H: Sample Cost Proposal (Example#1 thru #4) Exhibit 10-I: Notice to Proposers DBE Information Exhibit 10-K: Consultant Annual Certification of Indirect Costs and Financial Management System Exhibit 10-O1: Consultant Proposal DBE Commitment Exhibit 10-O2: Consultant Contracts DBE Commitment Exhibit 10-Q: Disclosure of Lobbying Activities Exhibit 10-R: A&E Sample Contract Language Exhibit 10-S: Consultant Performance Evaluation Exhibit 10-T: Conflict of Interest & Confidentiality Statement Exhibit 10-U: Consultant in Management Support Role Conflict of interest and Confidentiality Statement Page v of ix January 2020 ( )<===> ]<===> [ ] ¢:::::::> Local Assistance Procedures Manual Chapter 10 Consultant Selection SECTION 10.1: FEDERALLY FUNDED A&E CONTRACTS Procurement Planning 1 2 3 Local Agency Local Agency Local Agency *Select Project *Set Project Objectives *Determine Project Schedule *Obtain CTC Allocation/Federal Authorization to Proceed prior to beginning reimbursable work *LAPM Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement, if applicable: submit Conflict of Interest (COI) and Scope of Work (SOW) to DLA-HQ prior to contract advertisement. *Identify Need for Consultant *Appoint Contract Administrator *Segment Project Work *Define SOW of A&E Consultant *Specify Products to be delivered *Estimate Cost of Consultant Work (independent cost estimate) *Determine Type of Contract (Project Specific or On-Call) *Determine Method of Payment: Lump Sum; Cost-Plus-Fixed- Fee; Cost Per Unit of Work; or Specific Rate of Compensation *Submit Exhibit 9-D to DLAE A&E = Architectural and Engineering IOAI = Caltrans Independent Office of Audits and Investigations CT = Caltrans DBE = Disadvantaged Business Enterprise DLA = Division of Local Assistance DLAE = District Local Assistance Engineer DLA-HQ = Division of Local Assistance-Headquarters LAPG = Local Assistance Program Guidelines LAPM = Local Assistance Procedures Manual MOP = Method of Payment RFP = Request for Proposal RFQ = Request for Qualifications SOQ = Statement of Qualifications SOW = Statement/Scope of Work Figure 10-1: A&E Contract Procurement Process Workflow Diagram Page vi of ix January 2020 ( )<===> ( )<===> ( )<==> Local Assistance Procedures Manual Chapter 10 Consultant Selection Solicitation Documents and Advertisement 4 5 6 Local Agency Local Agency Local Agency *Determine Solicitation Document; RFP or RFQ *Appoint Consultant Selection Committee *Collect signed Conflict of Interest forms and Confidentiality Statements (see Exhibit 10-T: Conflict of Interest & Confidentiality Statement) from all members involved in process *Determine Procurement Schedule *Develop Technical Criteria with level of importance (weights) for Evaluation of Proposals or the SOQ *Prepare RFP or RFQ documents *Include SOW, evaluation process/criteria, DBE goals, MOP and cost proposal format (see Exhibit 10-H: Sample Cost Proposal) minimum requirement of Proposal or SOQ, Notice to Proposers DBE Information (see Exhibit 10-I: Notice to Proposers DBE Information), submittal deadline *Advertise RFP or RFQ on public forum (newspaper, technical publications, Web Hosting Site, other local websites) *Issue RFP or RFQ (direct mailing, web posting) *Prepare to respond to RFP/RFQ questions *Conduct Proposers Conference, if applicable *Receive Proposals or SOQs A&E = Architectural and Engineering IOAI = Caltrans Independent Office of Audits and Investigations CT = Caltrans DBE = Disadvantaged Business Enterprise DLA = Division of Local Assistance DLAE = District Local Assistance Engineer DLA-HQ = Division of Local Assistance-Headquarters LAPG = Local Assistance Program Guidelines LAPM = Local Assistance Procedures Manual MOP = Method of Payment RFP = Request for Proposal RFQ = Request for Qualifications SOQ = Statement of Qualifications SOW = Statement/Scope of Work Figure 10-1: A&E Contract Procurement Process Workflow Diagram-continued Page vii of ix January 2020 r l <====> \ ]<====>l J<===> ( ) - Local Assistance Procedures Manual Chapter 10 Consultant Selection Evaluation and Selection of Consultant Contract Negotiation 7 8 9 Local Agency Local Agency Local Agency *Distribute Proposals or SOQs to Selection Committee members *Ensure Committee members receive the appropriate score sheet to use (see Exhibit 10-B: Suggested Consultant Evaluation Sheet) *Convene Selection Committee and evaluate submittals; Perform reference checks *Develop Final Ranking or Short List *Notify proposers of ranking/Short List *Retain all original score sheets and summaries *Send out RFPs to Short List (two- step process) *Conduct Interview of Short List (if needed) *Develop Final Ranking of Consultants, and notify all interviewees *Retain all original score sheets and summaries *Provide a copy of Standard Contract language to top ranked consultant and invite for negotiations (see Exhibit 10-R: A&E Sample Contract Language for standard contract language and provisions) *Open and analyze cost proposal from the Highest Ranked firm Caltrans IOAI *Review and evaluate 10-A package and supporting documents, if applicable *Issue Financial Review Letter, if applicable *Perform contract audits and reviews, if applicable, or review of CPA audited ICR workpapers to issue Cognizant Letter of Approval A&E = Architectural and Engineering IOAI = Caltrans Independent Office of Audits and Investigations CT = Caltrans DBE = Disadvantaged Business Enterprise DLA = Division of Local Assistance DLAE = District Local Assistance Engineer DLA-HQ = Division of Local Assistance-Headquarters LAPG = Local Assistance Program Guidelines LAPM = Local Assistance Procedures Manual MOP = Method of Payment RFP = Request for Proposal RFQ = Request for Qualifications SOQ = Statement of Qualifications SOW = Statement/Scope of Work Figure 10-1: A&E Contract Procurement Process Workflow Diagram-continued Page viii of ix January 2020 <===> [ ( Local Assistance Procedures Manual Chapter 10 Consultant Selection Contract Negotiation Contract Execution 10 11 12 Local Agency Local Agency Local Agency *Negotiate contract costs with the most qualified Consultant *Prepare and retain record of cost negotiations *Initiate CT IOAI Financial Review Section (LAPM Section 10.1.3) and send documents (Exhibit 10-A: A&E Consultant Financial Document Review Request), if applicable, to Caltrans IOAI *Receive and analyze findings of the Financial Review Letter from CT IOAI, if any *Address and resolve all findings by IOAI and incorporate into final contract and cost proposal *If negotiations with First ranked firm is unsuccessful, formally terminate cost negotiations with Consultant and begin Step 9 with next ranked consultant * Complete Exhibit 10-C database to DLA-HQ prior to award or after award, but no later than the first invoice *Retain Exhibit 10-C *Finalize contract, cost proposal *Retain copy of contract Financial Review Letter with acceptance, denial, or adjustment of the ICR *Sign and Execute contract *Offer and conduct debriefing meetings with consultant who asked for one *Send copies of executed contract and DBE Commitment (Exhibits 10-O1: Consultant Proposal DBE Commitment and Exhibit 10-O2: Consultant Contract DBE Commitment) to DLAE *Close out contract procurement process DLAE *Prior to concurring with invoice payment related to consultant services, ensure that district confirms submittal of Exhibit 10- C and has a copy of the executed consultant contract on file and 10-O1 and 10-O2. Also, check IOAI database to ensure that LAPM Exhibit 10-K: Consultant Annual Certification of Indirect Costs and Financial Management System, if applicable, has been received by IOAI Caltrans IOAI *Perform Incurred Cost Audit, if selected A&E = Architectural and Engineering IOAI = Caltrans Independent Office of Audits and Investigations CT = Caltrans DBE = Disadvantaged Business Enterprise DLA = Division of Local Assistance DLAE = District Local Assistance Engineer DLA-HQ = Division of Local Assistance-Headquarters LAPG = Local Assistance Program Guidelines LAPM = Local Assistance Procedures Manual MOP = Method of Payment RFP = Request for Proposal RFQ = Request for Qualifications SOQ = Statement of Qualifications SOW = Statement/Scope of Work Figure 10-1: A&E Contract Procurement Process Workflow Diagram-continued Page ix of ix January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.1.1 GENERAL Introduction A local agency may engage consultants to perform architectural, engineering, and related services to develop a federal-aid funded project. Local agencies requesting federal funds to reimburse A&E Consultants must follow the selection and contracting procedures detailed in this chapter. Definition of an Architectural and Engineering Consultant 23 Code of Federal Regulations §172 and CA State Law further defines A&E services and includes those private consulting firms providing architectural, landscape architectural, engineering, environmental, land surveying, construction engineering, or program management are termed Architectural and Engineering (A&E) Consultants. Architectural and Engineering Consultants The Brooks Act (40 USC, Section 1104) requires local agencies to award federally funded engineering and design related contracts based on fair and open competitive negotiations, demonstrated competence, and professional qualifications (23 Code of Federal Regulations (CFR), Part 172), at a fair and reasonable price (48 CFR 31.201-3). Cost proposals submitted to the local agency must be sealed and shall not be included as a criterion for rating such consultants. After ranking, cost negotiations may begin with the most qualified consultant and only their cost proposal will be opened. Should negotiations fail or result in a price that the local agency does not consider fair and reasonable, negotiations must be formally terminated and the local agency must then undertake negotiations with the second most qualified consultant. If the negotiations with the second most qualified firm are not successful, negotiations must be formally terminated and the local agency must then undertake negotiations with the third most qualified consultant, and so on, until the price is determined to be fair and reasonable by the local agency. In selecting an A&E consultant, a detailed technical proposal or qualifications proposal, and a proposed contract will be required. Depending upon the scope of work, the required contract provisions may need to include the California State Prevailing Wages (Federal Payment of Predetermined Minimum Wage applies only to federal-aid construction contracts). Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State Prevailing Wage information is available through the California Department of Industrial Relations websites below: Consultants will need to provide their Prevailing Wage Policy if their participation on the project includes prevailing wage work. The policy will include information on the accounting treatment of delta base and delta fringe, and verify the accounting treatment is consistent every year. Page 1 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • DIR FAQ website: http://www.dir.ca.gov/OPRL/FAQ_PrevailingWage.html • DIR Wage Determination website: http://www.dir.ca.gov/oprl/DPreWageDetermination.htm • Caltrans Prevailing Wage Interpretive Guidance: https://ig.dot.ca.gov/resources/interpretive-guidance Non-A&E Consultants Consultants other than A&E consultants may be selected using cost, cost and qualifications (best value) or other critical selection criteria. The procedures outlined in this chapter can be modified for selecting non-A&E consultants by adding a cost item to the contract proposal. For more details on non-A&E consultants, see Section 10.3: Non-A&E Contracts of this chapter. Selecting the Project The local agency is responsible for selecting and initiating a federal-aid financed transportation project. The decision to begin project development is influenced by the project needs, its acceptability, the timing of studies, financing, and construction. The local agency must identify the project’s objectives including the general level of improvement or service, operating standards, maximum cost and the target date for project completion before commencing any consultant selection process. Subcontracted Services The consultant is responsible for performing the work required under the contract in a manner acceptable to the local agency. The consultant’s organization and all associated consultants and subconsultants must be identified in the proposal. If the consultant wishes to use a subconsultant not specified in the proposal, prior written approval must be obtained from the local agency. The subcontract must contain all required provisions of the prime contract. All subawards must include adequate oversight, management, and administration of engineering and design related consultant services and be administered in accordance with State laws and procedures specified in 23 U.S.C.106(g)(4) and 2 CFR 200.331. Organizational and Consultant Conflicts of Interest In the procurement of contracts for engineering services by private consulting firms using federal-aid highway funds, local agencies must take all the steps necessary to prevent fraud, waste, and abuse. The local agency must develop and maintain a written code of conduct governing the performance of its employees (including the contract administrator) engaged in the award and administration of federal-aid highway funded contracts, including the prevention of conflicts of interest in accordance with 23 CFR 172.7(b)(4). A conflict of interest occurs when a public official’s private interests and his or her public duties and responsibilities diverge or are not consistent. Conflicts of interest may be direct or indirect (e.g., as result of a personal or business relationship). The appearance of a conflict of interest should be avoided as an apparent conflict may undermine public trust if not sufficiently mitigated. Page 2 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Federal Regulation Governing Conflict of Interest (23 CFR 172.7(b)(4)) requires that: • Local agency shall maintain a written code of standards of conduct for employees engaged in the award and administration of engineering and design service contracts; • No contracting agency employee who participates in the procurement, management, or administration of federal funded contracts or subcontracts shall have, directly or indirectly, any financial or other personal interest in connection with such contract or subcontract; • No person or entity performing services for a contracting agency in connection with a federal funded project shall have, directly or indirectly, any financial or other personal interest, other than employment or retention by the contracting agency, in any contract or subcontract in connection with such project; • No person or entity performing services for a contracting agency in connection with a federal-aid highway funded project shall have, directly or indirectly, any financial or other personal interest in any real property acquired for the project; • No contracting agency employees or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from consultants, potential consultants, or parties to subagreements; • Local agency shall disclose in writing any potential conflict of interest to FHWA. Consultants Performing Work on Multiple Phases of Federal-aid Projects Local agencies sometimes wish to hire the same consultant firm to perform construction engineering and/or inspection services on the same project on which the firm also performed design services. This can cause project delivery efficiencies, as the design firm is well-suited to verify that the project is being constructed in accordance with the design and can resolve issues related to the design on behalf of the contracting agency. However, this may also pose a potential conflict of interest if the firm has a vested financial interest in failing to disclose deficiencies in its design work product and seeks to insulate itself from pecuniary liability in subsequent phases of the project, such as minimizing or ignoring design errors and omissions, rather than serving the best interests of the contracting agency and the public. Procuring a different firm from the design firm to provide the construction engineering and/or inspection services provides another level of review and reduces the risk of, or potential for, a conflict of interest. Although federal regulations do not expressly prohibit the same firm from providing services on subsequent phases, the local agencies are responsible for ensuring the public interest is maintained throughout the life of a project and that a conflict of interest, real or apparent, does not occur or is sufficiently mitigated by appropriate public agency controls. Prior to allowing a consulting firm to provide services on subsequent phases of the same project, the contracting agency must establish appropriate compensating controls in policies, procedures, practices, and other safeguards to ensure a conflict of interest does not occur in the procurement, management, and administration of consultant services. When design and construction phase services are procured under a single solicitation, the selection of the consulting firm must be based on the overall qualifications to provide both design and construction phase services, which require different skill sets, experience, and resources. Procuring these services under different solicitations may result in selection of a more qualified firm to perform services in each phase, as the most qualified firm to perform Page 3 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection design phase services may not be the most qualified firm to provide construction phase services. Similarly, the qualifications and capacity of a firm may change over time. As such, it may not be appropriate to contract with a consulting firm to provide construction phase services at the outset of a design phase, knowing that these services may not be needed for an extended period until the preconstruction phase of the project is complete and construction funding authorized. The contract with a consulting firm providing design phase services on a project may not be amended to include construction phase services unless the desired construction phase services were included within the original advertised scope of services and evaluation criteria of the solicitation from which a qualifications based selection was conducted. All consultants acting in a management support role must complete Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement (see Section 10.1.9:Miscellaneous Considerations in this chapter) and retain it in the local agency files. Miscellaneous Considerations Authorization to Proceed The Federal Highway Administration (FHWA) must give the local agency an Authorization to Proceed (E-76) with the work prior to performing of any work for which federal reimbursement is to be requested, (see the LAPM Chapter 3: Project Authorization). Eligible consultant contracts may be procured using local funds prior to receiving the E-76, but reimbursement is for work performed after the E-76 authorization date. If contract is procured using state or local funds, federal procedures must have been followed if seeking federal reimbursement. For state funded projects see Section 10.2: State-Only Funded A&E Contracts and the Local Assistance Program Guidelines (LAPG), Chapter 23: Local Agency State Transportation Improvement Program Projects, for guidance on when work may proceed. Copies of the Authorization to Proceed and the consultant contract must be retained in the local agency project files for future audit. 10.1.2 IDENTIFYING & DEFINING A NEED FOR CONSULTANTS The need for a consultant is identified by comparing the project’s schedule and objectives with the local agency’s capabilities, its staff availability of the required expertise, and its funding resources. If the local agency does not have sufficient staff capabilities, it may solicit assistance from another agency, or use a qualified private consultant to perform the required work. If the local agency determines that there is a need to solicit assistance from another local agency, or to use a consultant, the District Local Assistance Engineer (DLAE) should be notified if federal-aid funds are to be requested for the project segment to be contracted out. Appointing the Contract Administrator The Contract Administrator is responsible for ensuring the quality of consultant contract products or services. The Contract Administrator is appointed as soon as the need for consultant services is identified. The Contract Administrator is involved throughout the development of the selection process and the contract provisions, and in the administration of the consultant’s work. The Contract Administrator must be a qualified local agency employee or have staff that is qualified to ensure the consultant’s work is complete, accurate, and consistent with the terms and conditions of the consultant contract. On federal-aid contracts, the Contract Administrator or staff members must be a full-time employee and familiar with the work to be contracted out and the standards to be used. The Contract Administrator must also abide by the laws, regulations and policies required as part of accepting federal or state funding for their Page 4 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection project. Non-compliance with the laws, regulations, and policies may result in loss of project funding. The Contract Administrator’s duties are listed in 23 CFR 172.9(d)(1) and include: • Contract negotiation, contract payment, and evaluation of compliance performance, and quality of services provided by the consultant; • Being familiar with the contract requirements, scope of services to be performed, and products to be produced by the consultant; • Being familiar with the qualifications and responsibilities of the consultant’s staff and evaluating any requested changes in key personnel; • Scheduling and attending progress and project review meetings, commensurate with the magnitude, complexity, and type of work, to ensure the work is progressing in accordance with established scope of work and schedule milestones; • Documenting contract monitoring activities and maintaining supporting contract records as specified in 2 CFR 200.333; • Provides direction to ensure the proposed work is advertised properly; • Prepares and distributes the Request for Qualifications (RFQ), description of work, and Request for Proposals (RFP), if used; • Prepares the draft contract; • Arranges for preparation before an independent estimate of the value of the work to be contracted out; • Ensures that the selection procedures are followed; • Analyzes the selected/best-qualified consultant’s cost proposal; • Ensures contract audit and review procedure is followed; • Ensures that fee/profit negotiation is conducted and keeps records; • Serves as the local agency’s primary contact person for the successful consultant; • Monitors the consultant’s progress and provides direction; • Ensuring consultant costs billed are allowable in accordance with the Federal cost principles and consistent with the contract terms as well as the acceptability and progress of the consultant’s work; • Identifies other local agency staff for the consultant to contact, if needed; • Closes out the contract at completion, by processing the final invoice; completing a mandatory consultant evaluation, and final DBE utilization reports (Exhibit 17-F: Final Report Utilization of Disadvantaged Business Enterprises (DBE) and First-Tier Subcontractors). Page 5 of 69 January 2020 structured Well-tructurecl More , ery Projects Projects Difficult Co mplex With Simple With Complex Projects Projects Right of Way Right of Way Requirements Requirements Pr eliminary Engineering I Environmental Analy is I I Plan s, Specification s I I &E stimate Right of Way Activities I I I I tility Reloc atio n I I I I I I Co nstruction Engineering Local Assistance Procedures Manual Chapter 10 Consultant Selection Segmenting Consultant Work Consultant services are most effective when consultant work is segmented appropriately. The extent of segmenting depends upon the type and complexity of the work. Combining preliminary engineering tasks with the preparation of the required environmental analysis is normally desirable. Preparing an Environmental Assessment (EA) or Environmental Impact Statement (EIS) is more than simply writing a report. Assessment and impact reports include preliminary engineering needed to analyze project alternatives and produce an engineering and planning assessment. Initial project studies include only as much traffic and engineering analysis of alternatives, as is needed to produce a sound EA or EIS (see LAPM Chapter 6 Environmental Procedures and Standard Environmental Reference (SER) Chapters 31: Environmental Assessment (EA)/Finding of No Significant Impact (FONSI) and Chapter 32: Environmental Impact Statement (EIS). Final design shall not begin until NEPA environmental approval has been received if federal reimbursement is desired. Refer to Figure 10-2: Segmenting Consultant Work below, which illustrates several satisfactory ways to segment consultant activities. Figure 10-2: Segmenting Consultant Work Specify Products to be Delivered The Contract Administrator identifies the products and services to be delivered as a result of consultant contract work, and minimum qualification of consultant professionals and staff. These vary depending upon the type of projects and the phase of project development being addressed. Scope of Consultant Work The scope of work, which the contract must include, is a detailed description of the products or services the consultant is to provide. From a detailed scope of work, consultants respond to a project advertisement; determine personnel and time requirements; and develop a technical proposal. Therefore, the scope of work must be clear, concise, complete, and describe the Page 6 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection deliverables, standards for design and other work, quality control measures, acceptance criteria and deadlines. Non-Discrimination Clause The Non-Discrimination Clause (Exhibit 10-R: A&E Boilerplate Agreement Language, Article XVI Statement of Compliance) must be included in each consultant contract. The consultant must include the non-discrimination and compliance provisions of the Non-Discrimination Clause in all subcontracts to perform work under the contract. Disadvantaged Business Enterprise (DBE) Participation When administering federal-aid projects, federal regulations (49 CFR, Part 26) require a local agency to comply with the DBE program, and take necessary steps to ensure that DBE firms have the opportunity to participate in the projects. Refer to Chapter 9: Civil Rights and Disadvantaged Business Enterprises for DBE requirements for A&E Consultant Contracts. Estimated Cost of Consultant Work An independent estimate for cost or price analysis is needed for all consultant contracts (23 CFR 172.7(a)(1)(v)(B)) to ensure that consultant services are obtained at a fair and reasonable price. The estimate is prepared in advance of requesting a cost proposal from the top-ranked consultant, so the local agency’s negotiating team has a cost comparison of the project to evaluate the reasonableness of the consultant’s cost proposal. The estimate, which is specifically for the use of the local agency’s negotiating team, is to be kept confidential and maintained for records. A good cost estimate can be prepared only if the scope of work is defined clearly. The scope of work must include a list of the products or services which the consultant is required to deliver, and a time schedule of when they must be delivered. It should be stressed that all work to be derived from the consultant services, such as preliminary design, environmental or final design, must be clearly identified in the solicitation of consultant services (RFQ or RFP) and included in the cost estimate. The addition of work to the original scope by amendment should be avoided whenever possible. Contract modifications are required for any amendments to the terms of the existing contract that change the cost of the contract; significantly change the character, scope, complexity, or duration of the work; or significantly change the conditions under which the work is required to be performed. Some of the costs estimating techniques are: Analogous Estimating: Analogous cost estimating is using the actual cost of a previous, similar contract as the basis for estimating the cost of the current contract. Analogous cost estimating is frequently used to estimate costs when there is a limited amount of detailed information about the project. Analogous cost estimating is generally less accurate and it is most reliable when previous projects are similar in fact, and not just in appearance, and it uses expert judgment. Parametric Estimating: Parametric estimating is a technique that uses statistical relationship between historical data and other variables to calculate a cost estimate for an activity resource. This technique can produce a higher level of accuracy depending upon the sophistication, as well as underlying Page 7 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection resource quantity and the cost data. A cost example would involve multiplying the planned quantity of work by the historical cost per unit to obtain the estimated cost of the contract. Bottom-up Estimating: This technique involves estimating the cost for individual work in the contract with the lowest level of detail. This detailed cost is then summarized or rolled up to determine a total cost of contract. Cost detail should include estimated hours per task, labor hourly cost for professional and non-professional classifications, subconsultant costs, other project direct costs, and profit. Labor costs should be broken down to direct labor and indirect cost rates, if possible. If more than one project or phase of work is to be developed within the consultant contract, separate cost estimates are required for each project or phase of work. Separate cost estimates are required for each milestone and portion of the work expected to be subcontracted. For on-call (as-needed) contracts, the cost estimate/analysis should include at minimum, a historical analysis of annual needs for consultant work, professional labor cost and market analysis, and reasonable profit analysis. Determine Type of Contract Types of contracts to be used are described as follows: • Project-specific contract is between the local agency and consultant for the performance of services and a defined scope of work related to a specific project or projects. • Multi-phase contract is a project-specific contract where the defined scope of work is divided into phases which may be negotiated and executed individually as the project progresses. • On-call contract is a contract that may be utilized for a number of projects, under which task or work orders are issued on an as-needed basis, for an established contract period and maximum total contract dollar amount. On-call contracts are typically used when a specialized service of indefinite delivery or indefinite quantity is needed for a number of different projects, such as construction engineering, design, environmental analysis, traffic studies, geotechnical studies, and field surveying, etc. Many agencies use these contracts to address peaks in workload of in-house engineering staff and/or to perform a specialized service which the agency does not have. On-call contracts shall specify a reasonable maximum length of contract, not to exceed 5 years, and a maximum total contract dollar amount (23 CFR 172). The maximum dollar amount for all contracts awarded under the solicitation is stated in the solicitation. The maximum dollar amount is the aggregate of the on-call contracts anticipated to be awarded. If the solicitation lists that up to 5 contracts may be awarded, the aggregate amount of these 5 contracts is the maximum contract dollar amount. How many contracts are anticipated to be awarded must be stated in the solicitation. How task orders will be issued must be stated in the solicitation (two options exist: geographically designated areas or additional competitive solicitation to all consultants who provide the same type of service and awarded a contract under the same solicitation). o To maintain the intent of the Brooks Act (40 USC 1101-1104) in promoting open competition and selection based on demonstrated competence and qualifications, on-call consultant contracts established through the RFQ process must meet the following requirements: Page 8 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Must define a general scope of work, complexity, and professional nature of services. Specify a task order procedure the local agency uses to procure project specific work under the contract. No task order is valid unless the on-call contract is still enforced. For example, if the on-call contract is expired, all task orders issued after the contract expiration date will become invalid. If multiple consultants are to be selected and multiple on-call contracts awarded through a single solicitation for specific services, the number of consultants that may be selected or contracts that may be awarded must be identified. Specify procurement procedures in the contracts the local agency will use to award/execute task orders among the consultants: o Either through an additional qualification-based selection process (see the Two-Step RFQ/RFQ process later in this chapter), OR o On regional basis whereby the region is divided into areas identified in the solicitation, and consultants are selected to provide on-call services for assigned areas only. The RFP may list multiple regions that allow consultants to crossover or be a “backup” to other consultants that for specifically documented reasons are not able to perform the work in their assigned region. Per 23 CFR 172.9 (a)(3)(B)(2), the “backup” option needs to be listed in the respective contracts. o An example of acceptable contract wording in multiple on-call contracts for the same type of service: • “Agency has or will enter into three (3) task order contracts for performance of the Scope of Services identified in Exhibit “A”, including this Agreement (“CM Services Task Order Contracts”). The other CM Services Task Order Contracts are [identify other two contracts by agreement numbers and consultant firms]. The total amount payable by Agency for the CM Services Task Order Contracts shall not exceed a cumulative maximum total value of Seven Million, Five Hundred Thousand Dollars ($7,500,000) (“NTE Sum”). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the CM Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the CM Services Task Order Contracts, the Agency shall send written notification to Consultant and each of the other consultants entering into the CM Services Task Order Contracts. The notice shall identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that Agency shall not pay any amount under this Agreement that Page 9 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection would exceed the NTE Sum, and Consultant shall not enter into a Task Order that exceeds the NTE Sum.” Determining the Project Schedule The local agency develops a schedule for performance of work and completion of the project. The schedule must include sufficient time to allow for: • Selecting the consultant; • Developing the consultant contract; • Completing the A&E consultant contract audit process; • Conducting meetings and project reviews. Determine Method of Payment The method of payment of contract must be specified. Four methods are permitted depending on the scope of services to be performed reference 23 CFR 172.9(b): • Cost-Plus-Fixed Fee (see Exhibit 10-H: Sample Cost Proposal, Example #1); • Cost Per Unit of Work (see Exhibit 10-H, Example #3); • Specific Rates of Compensation (see Exhibit 10-H, Example #2); • Lump Sum (see Exhibit 10-H, Example #1). The method of payment to the consultant shall be set forth in the original solicitation, contract, and in any contract modification thereto. A single contract may contain different payment methods as appropriate for compensation of different elements of work. The cost plus a percentage of cost and percentage of construction cost methods of payment shall not be used. Both of these methods are explicitly prohibited by Federal Regulations. Cost-Plus-Fixed Fee The consultant is reimbursed for costs incurred and receives an additional predetermined amount as a fixed fee (profit). Federal regulations require that profit be separately negotiated from contract costs. The determination of the amount of the fixed fee shall take into account the size, complexity, duration, and degree of risk involved in the work. The fixed fee is not adjustable during the life of the contract. The fixed fee dollar amount must be clearly stated in the contract. This method of payment is appropriate when the extent, scope, complexity, character, or duration of work cannot be precisely predicted. The fixed fee limit applies to the total direct and indirect costs. Fixed fees in excess of 15 percent of the total direct labor and indirect costs of the contract may be justified only when exceptional circumstances exist. The contract shall specify a reasonable maximum length of contract period and a maximum total contract dollar amount (see Exhibit 10-H: Sample Cost Proposal Example #1 and Exhibit 10-R: A&E Sample Contract Language, Article V, Option 1 in this chapter). The contract cost proposal must identify all key employees and/or classifications to be billed. New key employees and/or classifications must be approved by the local agency before they incur work on the contract or the costs can Page 10 of 69 January 2020 I I Local Assistance Procedures Manual Chapter 10 Consultant Selection be questioned or disallowed. Local agencies are not required to update the Exhibit 10-C database. For more details reference Section 10.1.8. Cost Per Unit of Work The consultant is paid based on specific item of work performed. The item of work must be similar, repetitious and measurable, such as geotechnical investigation and material testing. This method of payment is appropriate when the cost per unit of work can be determined with reasonable accuracy in advance, but the extent or quantity of the work is indefinite. Contract payment provisions must specify what is included in the price to be paid for each item. Any item of work not identified in the contract cost proposal is not eligible for reimbursement. New items of work (those within the original scope of work only) must be amended into the contract before work is performed. The contract shall also specify a reasonable maximum length of contract period and a maximum total contract dollar amount (see Exhibit 10-H, Example #3 and Exhibit 10-R, Article V Option 2). Specified Rates of Compensation The consultant is paid at an agreed and supported specific fixed hourly, daily, weekly or monthly rate, for each class of employee engaged directly in the work. Such rates of pay include the consultant’s estimated costs and net fee (profit). Federal regulations require that profit be separately negotiated from contract costs. The specific rates of compensation, except for an individual acting as a sole proprietor, are to include an hourly breakdown, direct salary costs, fringe benefits, indirect costs, and net fee. Other direct costs may be included, such as travel and equipment rentals, if not already captured in the indirect cost rate. Other direct costs regardless of amount are to be listed on the cost proposal. This method of payment should only be used when it is not possible at the time of procurement to estimate the extent or the duration of the work, or to estimate costs with any reasonable degree of accuracy. This method should not be used for project specific contracts and is recommended for on-call contracts for specialized or support type services, such as construction engineering and inspection, where the consultant is not in direct control of the number of hours worked, and it also requires management and monitoring of the consultant’s level of effort and the classification of employees used to perform the contracted work. The contract shall also specify a reasonable maximum length of contract period and a maximum total contract dollar amount (see Exhibit 10-H, Example #2 and Exhibit 10-R, Article V Option 3). Lump Sum The consultant performs the services stated in the contract for an agreed amount as compensation, including a net fee or profit. This method of payment is appropriate only if the extent, scope, complexity, character, duration, and risk of the work have been sufficiently defined to permit fair compensation to be determined and evaluated by all parties during negotiations (see Exhibit 10-H: Sample Cost Proposal, Example #1 and Exhibit 10-R: A&E Sample Contract Language, Article V: Option 4). Normally, a lump sum contract will be paid in full at end of the contract when completed. However, a lump sum contract can be negotiated with progress payment if feasible. The progress payment shall be based on percent of work complete or completion of clearly defined milestones. The contract cost proposal shall document the agreed upon progress payment and include the necessary milestones costs, or the percent work complete schedule. Page 11 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Changes to Exhibit 10-H requiring resubmittal to Independent Office of Audits and Investigations for review: • Consultant name change • New participating subconsultant • Change in ICR rate Since these changes require an amendment, local agency is to update the Exhibit 10-C database. A firm fixed price method of payment is not the same as lump sum. A firm fixed price contract shall not be amended. 10.1.3 A&E CONSULTANT AUDIT AND REVIEW PROCESS This section outlines the audit and review process for A&E contracts that at any time use state or federal funds. All proposed A&E contracts and supporting documents are subject to audit or review by Caltrans’ Independent Office of Independent Office of Audits and Investigations (IOAI), other state audit organizations, or the federal government. Not all proposed contracts will be audited or reviewed; rather, they will be selected on a risk-based approach. Applicable Standards State and federal requirements listed below, and specific contract requirements, serve as the standards for audits and reviews performed. Local agencies, consultants, and subconsultants are responsible for complying with state, federal, and specific contract requirements. Local agencies are responsible for determining the eligibility of costs to be reimbursed to consultants. Applicable standards include, but are not limited to: • Caltrans Local Assistance Procedures Manual (LAPM); • State and Federal agreements between local agencies and Caltrans, (i.e. Master Agreements); • Project Program Supplemental Agreements; • 23 United States Code (U.S.C.), Section 112 – Letting of Contracts; • 40 U.S.C., Chapter 11: the Brooks Act; • 23 CFR, Chapter 1, Part 172 -Procurement, Management, and Administration of Engineering and Design Related Services; • 23 CFR, Chapter 1-Federal Highway Administration, Department of Transportation; • 48 CFR, Federal Acquisition Regulation (FAR), Chapter 1, Part 31-Contract Cost Principles and Procedures; • 48 CFR, Chapter 99 – Cost Accounting Standards (CAS), Subpart 9900; • 2 CFR, Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Page 12 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • United States Government Accountability Office, Government Auditing Standards - Generally Accepted Government Auditing Standards (GAGAS); • California Government Code sections 4525-4529; and • Proposed contract terms and conditions. See Section 10.10: References of this Chapter for links to above referenced standards. Audit Guidance Available The American Association of State Highway and Transportation Officials, Uniform Audit & Accounting Guide (AASHTO Audit Guide), which is referred to frequently in this section, is a valuable tool to guide local agencies, consultants and Certified Public Accountants (CPA) through the requirements for establishing, and audits of FAR compliant Indirect Cost Rates (ICR). The AASHTO Audit Guide is used extensively as an industry guide in the audit and review process. Local agencies may seek accounting assistance from internal audit staff and an independent CPA for compliance. The consultant may seek professional guidance in selecting its independent CPA. See also the AASHTO Audit Guide, Ch 2.5C. Selection of CPA Firm as Overhead Auditor for guidance in the selection process. Training is also offered by FHWA’s National Highway Institute (see http://www.nhi.fhwa.dot.gov/default.aspx). Courses offered include: • Using the AASHTO Audit Guide for the Procurement and Administration of A&E Contracts (FHWA-NHI-231028) • Using the AASHTO Audit Guide for the Development of A&E Consultant Indirect Cost Rates (FHWA-NHI-231029) • Using the AASHTO Audit Guide for the Auditing and Oversight of A&E Consultant Indirect Cost Rates (FHWA-NHI-231030) For training and additional information provided by Caltrans Local Assistance, visit Caltrans Local Assistance Blog at http://www.localassistanceblog.com/. For FHWA’s Q&A for ICRs and audits, and A&E related services, visit FHWA at http://www.fhwa.dot.gov/programadmin/172qa.cfm. Allowable Costs 23 USC 112 (b)(2)(B) states that any A&E contract or subcontract awarded, whether funded in whole or in part with Federal-aid highway funds in furtherance of highway construction projects, shall be performed and audited in compliance with the Federal cost principles. Local agencies are required to perform a cost analysis to ensure all costs are allowable and in compliance with federal and state requirements and retain documentation of negotiation activities and resources. Hourly rate(s) for each key personnel and/or classification of employee(s) proposed in cost proposals must be reasonable for the work performed and actual, allowable, and allocable in accordance with the Federal cost principles. Costs shall be allowable only if the cost is incurred and cost estimates included in negotiated prices are allowable in accordance with the federal and state regulations and procedures, and contract provisions. Examples of Cost Analysis Worksheets are provided at Exhibit 10-H1 through 4. Local agencies are required to apply Caltrans accepted consultant or subconsultant’s ICRs, to contracts. An ICR is valid for the one-year applicable accounting period accepted or Page 13 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection audited by Caltrans. Consultants shall update, on an annual basis, ICRs in accordance with the consultant’s annual accounting period and in compliance with the Federal cost principles. For further guidance, refer to 23 CFR Part 172.11(b)(1). If the consultant is subject to Cost Accounting Standards (CAS), the consultant must use the applicable ICR for the contract. A consultant’s accepted ICR for its one-year applicable accounting period shall be applied to contracts; however, once an ICR is established for a contract, it may be extended beyond the one-year applicable period, through the duration of the specific contract, provided all concerned parties agree. Agreement to the extension of the one-year applicable period shall not be a condition or qualification to be considered for the work or contract award. The contract must clearly specify the ICR period if it is beyond the one-year applicable period. Consultants shall account for costs appropriately and maintain records, including supporting documentation, adequate to demonstrate that costs claimed have been incurred, and are allowable, reasonable, and allocable to the contract, and comply with Federal cost principles. IOAI and representatives of the Federal Government have the right to conduct an audit of all contract costs. If the costs are subsequently determined to be unallowable, these costs are subject to repayment. For further guidance, refer to 23 CFR Part 172 and 48 CFR Part 31. Generally, whenever local agencies, consultants and/or contractors are unable to provide requested documentation, it shall be viewed that the services were either not performed or the costs not properly recorded. Retention of all documents is required as it reduces the possibility of audit findings and disallowed costs. For more references, refer to Applicable Standards in this chapter. Approval or Acceptance of Indirect Cost Rates Cognizant Letters of Approval A cognizant approved ICR has been audited by a Cognizant agency (a State transportation agency of the State where the consultant's accounting and financial records are located or a State transportation agency to which cognizance for the particular indirect cost rate(s) of a consulting firm has been delegated or transferred to in writing by the State transportation agency where the consultant’s accounting and financial records are located) in accordance with generally accepted government auditing standards to test compliance with the requirements of the Federal cost principles (per 48 CFR part 31) and the cognizant agency has either 1) issued an audit report of the consultant's indirect cost rate or 2) conducted a review of an audit report and related workpapers prepared by a certified public accountant and issued a letter of concurrence with the audited indirect cost rate(s). The cognizant agency approves the ICR and a cognizant approval letter is issued. Caltrans Acceptance of Indirect Cost Rate When the ICRs have not been established by a cognizant agency, Caltrans shall perform an audit or review of a consultant’s and subconsultant’s ICR(s) to provide reasonable assurance of compliance with Federal cost principles. An audit or review of the ICR may consist of one or more of the following: • Perform a review to determine if the ICR was prepared in accordance with 23 CFR 172, and 48 CFR, Chapter 1, Part 31; • Perform an audit to determine if the ICR was prepared in accordance with 23 CFR 172, Page 14 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection and 48 CFR, Chapter 1, Part 31; and issue an audit report; • Review and accept an ICR audit report and related workpapers prepared by a CPA or another State Transportation Agency; The outcome of an audit or review is for Caltrans to approve or accept the ICR so that it can be relied upon for future contracts with the consultant for a given one-year accounting period and for reliance by other contracting agencies using the same consultant. Local agencies shall ensure that only approved or accepted ICRs of consultants for the applicable one-year accounting period be applied to contracts, if rates are not under dispute. Local agencies may check IOAI’s website for consultant’s approved or accepted ICRs. All approved or accepted ICRs are issued an Acceptance Identification (ID) number by IOAI that is posted to IOAI’s website at https://ig.dot.ca.gov/audits/. This ID number should be referenced on all future contracts that use the same fiscal year ICR. ICR can be fixed for the life of the contract in prior written document or annually updated. Once it has been updated, it must be annually updated and the most current fiscal year of ICR must be used. ICRs that have not been accepted by Caltrans will not be eligible for indirect cost payment. An ICR approved by a cognizant agency may be used across states for the one-year applicable accounting period, but an ICR accepted by Caltrans may only be applied to A&E contracts with Caltrans or local agency contracts using pass-through Caltrans funding. Local agencies include Cities, Counties, Metropolitan Planning Organization, Special Districts, and Regional Transportation Planning Agencies. Financial Review Performed Prior to Contract Execution All consultants, including prime and subconsultants, on a proposed contract with a dollar value greater than $150K are subject to an ICR financial review by IOAI. The financial documents required are detailed in Exhibit 10-A, A&E Consultant Financial Document Review Request Letter and Exhibit 10-A Checklist. IOAI will review the ICR financial documents to either accept or adjust the indirect cost rate prior to contract execution using a risk-based approach as dictated by factors that include but are not limited to: • History of satisfactory performance and professional reputation of consultant; • Prior FAR compliant history and audit frequency; • Experience of consultant with FAHP contracts; • General responsiveness and responsibility; • The approximate contract volume and dollar amount of all A&E contracts awarded to the consultant by Caltrans or a local agency in California within the last three calendar years; • The number of states in which the consultant does business; • The type and complexity of the consultant’s accounting system; • The relevant professional experience of any CPA performing audits of the consultants indirect cost rate; • Assessment of consultant’s internal control. Responses to internal control questionnaire, see AASHTO Audit Guide, Appendix B; Page 15 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • For ICRs that have been adjusted by IOAI, the consultant must provide a revised cost proposal that reflects the adjusted ICR. Local Agencies’ Responsibilities Local Agencies are responsible for obtaining all required ICR supporting documentation from A&E prime consultants and sub-consultants as outlined in Exhibit 10-A: A&E Consultant Financial Document Review Request and the Exhibit 10-A-Checklist. Local Agencies are responsible for forwarding these documents to IOAI for review. Local agencies are also required to ensure that IOAI has copies of the Exhibit 10-K: Consultant Certification of Contract Costs and Financial Management System and Exhibit 10-H: Cost Proposal for all consultants, both prime and sub-consultants. The ICR included in Exhibit 10-H must match the ICR included in the Exhibit 10-K and the consultant’s ICR schedule. The proposed ICR, however, can be lower than ICR in Exhibit 10-K and the consultant’s ICR schedule if the consultant elects to propose a lower ICR. For contracts spanning more than one year, local agencies are responsible for ensuring the Exhibit 10-K and cost proposals are updated annually unless all concerned parties agree to fix the ICR for the term of contract, and this is clearly specified in the contract. ICR updates are not required to IOAI if the ICR is fixed for the life of the contract. ICR’s are only reviewed for consultants that are being awarded a contract, not consultants on a shortlist or prequalified list. The Exhibit 10-H: Cost Proposal includes contract costs: direct salary or wage rates, fixed fees, other direct costs, indirect costs, total costs, and certification for the costs. Local agencies must perform and retain documentation of activities and resources used to support that a cost analysis has been performed to establish that costs and elements were determined to be fair and reasonable in accordance with Federal cost principles. All contract supporting documentation must be retained by the local agency in project files for the required retention period. Unsupported costs may be disallowed and required to be returned to Caltrans. Having proper documentation policy and procedures, trained staff and organized project files are essential for demonstrating that costs claimed and reimbursed have been incurred, are eligible, reasonable, allowable, and allocable to the contract and comply with Federal cost principles. Contracts below $150,000 are not subject to the Caltrans Financial Document Review but local agencies are required to establish that all costs are in compliance with the Federal cost principles, 48 CFR, Chapter 1, Part 31, and other applicable requirements are met. All documents listed above and cost analysis documents are required to be retained in the project files to demonstrate compliance. Instructions are provided in the Exhibit 10-A on the requirements for submitting a complete Financial Review packet. Financial packets can be e-mailed to: conformance.review@dot.ca.gov. Alternatively, if you do not have Internet access, you can mail Financial Review packets to: Department of Transportation Independent Office of Audits and Investigations MS 2 Attention: External Audit Manager P.O. Box 942874 Sacramento, CA 94274-0001 Page 16 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Consultants’ Responsibilities (Both prime consultants and subconsultants) A&E prime consultants and subconsultants in contract with local agencies using state or federal-aid highway funds should refer to Exhibit 10-A and the 10-A Checklist for the ICR financial documents required to be submitted to their local agency. Consultants must complete the “Annual Certification of Indirect Costs and Financial Management System” (Exhibit 10-K) that attests that the ICR rate proposed is in compliance with FAR (48 CFR, Chapter 1, Part 31) and that the consultant’s financial management system is adequate to accumulate and segregate, reasonable, allowable, and allocable direct and indirect project costs. The Exhibit 10-A and 10-K should be submitted to the local agency who will forward a copy to IOAI along with all other related and required financial documents. For all future contracts within a same fiscal year, the consultant needs to only provide a copy of the Exhibit 10-K to the Local Agency. Consultants must follow all the federal, state, and contract requirements outlined above in the Section above, “Applicable Standards”. Each contracting consultant must ensure its ICR is not combined with any parent company’s or subsidiary’s ICR. ICR schedules for both prime consultants and sub-consultants should be prepared using the accrual basis of accounting and be presented in compliance with the Federal cost principles. Figure 10-3 at the end of this chapter provides an example of a Standard Indirect Cost Rate Schedule that consultants can use when preparing their own. For public works Prevailing Wage contracts, all workers must be paid the prevailing wage rate determined by the Director of the Department of Industrial Relations according to the type of work and location of the project. http://www.dir.ca.gov/Public-Works/Prevailing- Wage.html. For guidance see Caltrans’ Prevailing Wage Interpretive Guidance and webinar on IOAI’s website https://ig.dot.ca.gov/audits. When determined necessary, IOAI may request additional information, such as a labor distribution summary and Executive Compensation Analysis (ECA). A consultant’s labor distribution summary report is a labor expense report that detail all hours worked (paid and unpaid) for a fiscal year, wages earned, and benefits accrued by all the consultant’s employees. The labor summary report should include employee names, salaries, hourly rates, total hours worked segregated by direct hours, indirect hours, paid time off hours, and uncompensated hours and amounts. An ECA is an evaluation by the consultant to determine the allowability and reasonableness of executive compensation in compliance with Federal cost principles and the AASHTO Audit Guide that can be based on either the National Compensation Matrix or independent compensation surveys. Independent Office of Audits and Investigations’ Responsibilities After IOAI receives a consultant’s complete financial document packet (per Exhibit 10-A and Exhibit 10-A Checklist) from the local agency, IOAI will review the proposed ICR and supporting documents and notify local agencies in writing whether the proposed ICRs are accepted or adjusted. Contracts will be executed after IOAI either accepts or adjusts the ICR and a revised final cost proposal (if applicable) is received. Correction of the final cost proposal, however, does NOT Page 17 of 69 January 2020 - Local Assistance Procedures Manual Chapter 10 Consultant Selection need to be cleared through Caltrans IOAI before executing the contract. An email notification from IOAI serves as documentation to support an accepted ICR. Audits and Reviews to be Performed After contract execution, a consultant’s ICR may be subject to further detailed review or audit by IOAI based on certain risk factors. Costs that are determined to be unallowable as a result of the review or audit will be subject to repayment. Indirect Cost Rate Audits During an ICR audit, IOAI or an independent CPA will examine the consultant’s proposed ICR for a one-year accounting period to ensure that unallowable costs have been removed from the indirect costs, that allowable costs have been correctly measured and properly charged and allocated, and that the ICR has been developed in accordance with the Federal cost principles (as specified in 23 U.S.C. Section 112(b)(2)(B), 23 CFR Part 172.11, 48 CFR Part 31 and other FAR and State requirements). As a result of the audit, the local agency will work with the consultant to adjust the ICR based on audit recommendations. For guidance regarding the existing policies and procedures set forth in the federal regulations, and acceptable ICR schedules, refer to the AASHTO Audit Guide, Chapter 5, and Figure 10-3 Standard Indirect Cost Rate Schedule in this Chapter. There is also a review program at Appendix A which serves as a guide for CPAs and IOAI when performing ICR audits and can also be used as a resource for consultants when preparing for an ICR audit. CPA Workpaper Reviews During a workpaper review of a CPA audit of an ICR, IOAI will review the CPA’s audit workpapers to determine whether to issue a Cognizant Letter of Approval for the ICR. The CPA Workpaper Review determines whether: (a) the CPA’s audit of the ICR was conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS), (b) the CPA adequately considered the auditee’s compliance with the Federal cost principles and related federal and state laws and regulations. Chapter 11 of the AASHTO Audit Guide provides information to the CPA on the required audit disclosures. IMPORTANT NOTE FOR CPAs: Contracts receiving state or federal funds are highly scrutinized. Materiality levels tend to be lower and more testing is required. GAGAS provides that auditors may find it appropriate to use lower materiality levels as compared with the materiality levels used in non-GAGAS audits because of the public accountability of government entities and entities receiving government funding, various legal and regulatory requirements, and the visibility and sensitivity of government programs. The AASHTO Audit Guide should be used as a tool for performing audits and attestations of A&E firms. Contract Audits During a Contract Audit, auditors will review a consultant’s financial management system and contract cost proposal to determine if: • The consultants’ accounting system is adequate to accumulate and segregate costs; • Costs are reasonable, allowable, allocable and supported adequately; Page 18 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • The contract contains all required fiscal provisions; • Proper state and federal procurement requirements were followed. Incurred Cost Audits During an Incurred Cost Audit, auditors will review incurred contract costs to determine if: • Cost data are maintained in an accounting system that adequately gathers, records, classifies, summarizes, and reports accurate and timely financial data for direct and indirect project costs by account; • Costs are adequately supported, reasonable, allowable, and allocable; • Costs incurred are in compliance with state and federal laws and regulations; • Costs incurred are in compliance with the Master Agreement and Supplemental Agreement; • Costs incurred are in compliance with the fiscal provisions stipulated in the contract; and • The terms required by the Master Agreement and federal laws and regulations are in the contract. Audit Findings and Review Deficiencies If a consultant’s ICR is audited or reviewed, local agencies are responsible for ensuring all executed and future contracts reflect the audited and adjusted fiscal year ICR(s). Local agencies should request reimbursement from the consultant for overpayment on rates that were adjusted down. The local agencies may be subject to sanctions outlined in LAPM Chapter 20: Deficiencies and Sanctions if the state or federal government determines that any reimbursements to the consultant are the result of lack of proper contract provisions, unallowable charges, unsupported activities, or an inadequate financial management system. Page 19 of 69 January 2020 I 1 Local Assistance Procedures Manual Chapter 10 Consultant Selection Example of a FAR Compliant Indirect Cost Rate Schedule -Sample Consulting Company Statement of Direct Labor, Fringe Benefits, and General Overhead for the Year Ended December 31, 20xx Description General Ledger Balance Unallowable FAR Reference Total Proposed Home Office Field Office Direct Labor $123,456,789 ($934,568) (1)(15) $122,522,221 $85,765,555 $36,756,666 Fringe Benefits Vacation/Paid Leaves $17,283,950 $17,283,950 $12,098,765 $5,185,185 Payroll Taxes $1,530,864 ($30,617) (15) $1,500,247 $1,050,173 $450,074 Medical Insurance $10,864,197 $10,864,197 $7,604,938 $3,259,259 401K Match $4,938,272 $4,938,272 $3,456,790 $1,481,481 Incentives and Bonus $15,308,642 ($3,123,456) (2) $12,185,186 $8,529,630 $3,655,556 Other Employee Benefits $2,515,280 ($553,433) (3) $1,961,847 $1,373,293 $588,554 Total Fringe Benefits $52,441,206 ($3,707,506) $48,733,700 $34,113,590 $14,620,110 General & Administrative Overhead Indirect Overhead Labor $72,696,030 ($4,452,541) (1)(2)(4)(15) $68,243,489 $65,790,948 $2,452,541 Purchased Labor/Subconsultants $22,433,019 ($22,433,019) (5) $ -$ -$ - Office Rent $12,345,679 ($987,654) (6) $11,358,025 $11,038,025 $320,000 Supplies & Utilities $5,753,086 $5,753,086 $4,027,160 $1,725,926 Postage and Shipping $1,770,000 $321,456 (5) $2,091,456 $1,464,019 $627,437 Equipment and Maintenance $3,812,346 $3,812,346 $2,512,789 $1,299,557 Depreciation Expense $6,202,469 ($1,345,678) (7) $4,856,791 $3,205,482 $1,651,309 Interest $123,456 ($123,456) (8) $ -$ -$ - Dues and Subscription $123,456 ($12,345) (9) $111,111 $77,778 $33,333 Advertising & Marketing $427,406 ($45,678) (10) $381,728 $267,210 $114,518 Vehicles $5,896,123 ($147,403) (5)(11)(14) $5,748,720 $4,024,104 $1,724,616 Bad debts $12,345 ($12,345) (12) $ -$ -$ - Legal and Accounting Services $3,713,580 ($222,815) (13) $3,490,765 $3,490,765 $ - Fines and Penalties $80,000 ($80,000) (16) $ -$ -$ - Total General & Admin. Overhead $135,388,995 ($29,541,478) $105,847,517 $95,898,280 $9,949,237 Total Indirect Costs $154,581,216 $130,011,870 $24,569,347 Indirect Cost Rates 126.17% 151.59% 66.84% Figure 10.3: Standard Indirect Cost Rate Schedule Page 20 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection FAR References: (1) FAR 31.202: Uncompensated overtime. (2) FAR 31.205-6: Profit distribution and excess of the reasonable compensation. (3) FAR 31.205-46, 31.205-14 & 31.205-51: Meals not for valid business purposes and associated with lobbying and lacking adequate support (4) FAR 31.201-2: Administrative staff costs billed to projects/clients. (5) FAR 31.201-2: Subconsultant labor and other direct costs billed to and paid by contracts/clients. (6) FAR 31.205-36 and 31.205-17: Capital lease costs, rent paid in excess of reasonable costs, and idle facilities and capacity costs. (7) FAR 31.201-2 & 31.205-6: Costs relates to personal use by employees and luxury vehicles. (8) FAR 31.205-20: Interest and other financial costs not allowable. (9) FAR 31.201-2: Non-business related dues and subscriptions. (10) FAR 31.205-1: Costs for advertisement and public relations costs and trade show expense including labor. (11) FAR 31.205-46(d) and 31.205-6(m)(2): Personal use of vehicle and lack of mileage logs and business purpose. (12) FAR 31-205-3: Bad debts and collection costs. (13) FAR 31.205-27 and 31.205-47: Reorganization and capital raising related costs and costs incurred in connection with violation of a law or regulation by the consultant. (14) FAR 31.205-46: Unreasonable costs and costs not supported by documents and lack of business purpose. (15) FAR 31.201-6(a) & CAS 405-40: Labor costs associated with unallowable costs. (16) FAR 31.205-15: Fines and penalties resulting from violations of laws and regulations. This section outlines the audit and review process for A&E contracts that at any time use federal and/or state funds. All proposed A&E contracts and supporting documents are subject to audit or review by Caltrans’ Independent Office of Independent Office of Audits and Investigations (IOAI), other state audit organizations, or the federal government. Not all proposed contracts will be audited or reviewed; rather, they will be selected on a risk-based approach. 10.1.4 CONSULTANT SELECTION METHODS Figure 10-4: Consultant Selection Flowchart shows the three methods normally used in selecting a consultant. They are: • One-Step RFP; • One-Step RFQ; • Two-Step RFQ/RFP. The method used depends upon the scope of work, the services required, the project’s complexity, and the time available for selection of the consultant. Beginning with Section 10.1.5: Consultant Selection Using the One–Step RFP Method, each of the selection methods is explained in detail. Regardless of the method used, the local agency shall retain all consultant selection documentation in their project files as required by 23 CFR Part 172. Page 21 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection One-Step RFP The One-Step RFP method may be used for Project–specific contracts when the scope of work is well defined or for Multi-phased contracts where the defined scope of work is divided into phases. Other considerations include when the consultant’s services are highly specialized and there are few qualified consultants. One-Step RFQ The One-Step RFQ method is used when the requested services are specialized, or the scope of work is defined broadly and may include multiple projects. Typical services are preliminary engineering, surveying, environmental studies, preparation of Plans Specifications and Estimate (PS&E) and environmental documents, or construction management. This method or the two- step selection process is used for procurement of on-call contract(s). Note that specifications and requirements in the RFQ must cover all aspects of the final need. A RFP specific to the project, task, or service must be included in the solicitation for evaluation of a consultant's specific technical approach and qualifications. Two-Step (RFQ Followed by RFP) The Two-Step RFQ/RFP method may be used when the scope of work is complex or unusual. This method also may be preferred by local agencies that are inexperienced about negotiations and procedures for establishing compensation. However, the Two-Step RFQ/RFP method is recommended for procurement of multiple on-call contracts, or on-call list, through a single solicitation. Regardless of any process utilized for prequalification of consultants or for an initial assessment of a consultant's qualifications under a RFQ, a RFP specific to the project, task, or service is required for evaluation of a consultant's specific technical approach and qualifications. For more information, refer to description of on-call contract in Section 10.1.2: Identifying & Defining a Need for Consultants. This method requires substantially more work and time than the other two methods described above. Page 22 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Initiate Project Select Consultants Complete First Step ϖ Select Project ϖ Set Project Objectives ϖ Appoint Contract Administrator ϖ Determine Project Schedule Identify need for consultant Define Scope of Consultant Work Specify Products to be delivered Determine Method of Consultant Selection Segment Project Work Establish DBE Goals Estimate Cost of Consultant Work Determine Type of Contract ϖ Lump Sum ϖ Cost-Plus-Fixed-Fee ϖ Cost Per Unit of Work ϖ Specific Rates of Compensation Appoint Consultant Selection Committee and Develop Schedule for Selection Appointment Consultant Selection Committee and Development Schedule for Selection Develop Technical Criteria for Evaluation of Proposals Prepare Request for Proposal Advertise for Consultants (RFQ) Appoint Consultant Selection Committee and Develop Schedule for Selection Advertise for Consultants (RFQ) Develop Qualification Criteria for Evaluation of Proposals Develop Qualification Criteria for Evaluation of Proposals Receive Statements of Qualifications Receive Statements of Qualifications Advertise for Consultants Evaluate Statements of Qualifications & Develop Shortlist Evaluate Statements of Qualifications & Develop Shortlist Issue Request for Proposal (RFP) Notify Consultants of Shortlist Notify Consultants of Shortlist Issue Request for Proposal (RFP) Conduct Consultant’s Conference or Answer Written Questions Receive and Evaluate Technical Proposals Interview & Develop Final Ranking of Consultants Notify Consultants of Results *Request Cost Proposal & Negotiate Contract with Top-Ranked Consultant Develop Contract Initiate A&E Consultant Audit Process (Figure 10-2) Negotiate Contract with Next Highest Ranked Consultant until Successful Evaluate Reference Checks & Other Information Gathered Independantly Evaluate Reference Checks & Other Information Gathered Independently Interview & Develop Final Ranking of Consultants Notify Consultants of Results *Request Cost Proposal & Negotiate Contract with Top-Ranked Consultant Develop Contract Initiate A&E Consultant Audit Process (Figure 10-2) Negotiate Contract with Next Highest Ranked Consultant until Successful Interview Top-Ranked Consultants Conduct Consultant’s Conference or Answer Written Questions Receive and Evaluate Technical Proposals Develop Final Interview & Ranking of Consultants Notify Consultants of Results *Request Cost Proposal & Negotiate Contract with Top-Ranked Consultant Develop Contract Initiate A&E Consultant Audit Process (Figure 10-2) Negotiate Contract with Next Highest Ranked Consultant until Successful Evaluate Reference Checks & Other Information Gathered Independently “One-Step, RFP” Method: Request for Proposal followed by Negotiation (Use when there are few consultants) “One-Step, RFQ” Method: Request for Qualifications followed by Interviews and Negotiation (Use when there are many consultants) “Two-Step, RFQ/RFP” Method: Request for Qualifications followed by Request for Proposal and Negotiation (Use when scope of work is complex) Develop Final Contract Execute Contract Issue Notice to Proceed to Consultant Administer Contract Complete Project Conduct Consultant’s Conference or Answer Written Questions Conduct Consultant’s Conference or Answer Written Questions Notify Consultants of Short-List Notify Consultants of ShortList Same as “One-Step RFQ” Method Same as “One -Step RFP” Method Receive Conformance Letter from A&I and Implement Findings + t y· ,., + i-.. ~ I-+, i-.. ~ i-.. f--+ I--. ~ f.-. f.-. - 1 r --• .... i.--- J ~ ~ r • ,, • + 'r ---r------1.._ =-f--. ___. ~ -~ --f---♦ --r---+ + I -+ • ~ i._ t r A t ,1, ♦ i-.. H ~ f.-. ~ ~ f.-. f.-. f.-. • -- Figure 10-4: Consultant Selection Flowchart Page 23 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.1.5 CONSULTANT SELECTION USING THE ONE-STEP RFP METHOD Of the three methods discussed, this one is most easily modified for non-A&E consulting contracts. This procurement procedure usually involves a single step process with issuance of a request for proposal (RFP) to all interested consultants. For non-A&E consulting contracts, a cost proposal shall be part of the RFP and the selection criteria. For A&E contracts, the cost proposal is not requested until the consultants have been final ranked based upon their submitted technical proposal. Appoint Consultant Selection Committee A consultant selection committee with a minimum of three members is appointed at the beginning of the consultant selection process. The committee reviews materials submitted by consultants, develops a shortlist of qualified consultants, and develops a final ranking of the most qualified proposals. Representation on the committee includes the Contract Administrator and subject matter experts from the project’s functional area. The members should be familiar with the project/segment to be contracted out and with the local agency standards that will be used in the contract. Participation by a Caltrans district representative is at the option of the agency and subject to availability of the DLAE staff. Caltrans participation on the interview panel does not relieve the local agency of its responsibility to ensure that proper procurement procedures are followed and all requirements are met. Local agency Contract Administrator ensures that all committee members meet the conflict of interest requirements (23 CFR 172) by completing and signing a conflict of interest statement prior to selection process initiation. A sample conflict of interest form is provided in Exhibit 10-T: Panel Member Conflict of Interest & Confidentiality Statement. Develop Technical Criteria for Evaluation of Proposals The Contract Administrator is responsible for developing the technical criteria, and their relative importance which are used to evaluate and rank the consultant proposals. In-State or local preference shall not be used as factor in the evaluation, ranking, and selection phase. All non- technical evaluation criteria, including DBE participation, shall not exceed 10 percent (23 CFR 172.7(a)(1)(iii)(D)). All price or cost related items which include, but are not limited to, cost proposals, direct salaries/wage rates, indirect cost rates, and other direct costs are prohibited from being used as evaluation criteria. The criteria and relative weights must be included in the RFP, and the same criteria and relative weights must be used in the evaluation sheets. Failure to include criteria and relative weights and to use the same criteria and weights during the evaluation will result in the contract costs being ineligible for federal or state reimbursement. Exhibit 10-B: Suggested Consultant Evaluation Sheet is a recommended evaluation sheet with criteria and rating points for A&E consultants, where cost is not used as a rating factor. This format is not mandatory, but it is recommended in the interest of developing consistency among the hundreds of agencies and consultants operating in the state. The local agency should consult with the DLAE before making major changes to the suggested approach. Page 24 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Develop Schedule for Consultant Selection Before the contract is advertised, the Contract Administrator completes a contract procurement schedule including key dates for consultant selection activities. The Contract Administrator should confirm key dates with all selection committee members before completing the schedule. Prepare RFP The information required in an RFP solicitation includes the following: • Description of project; • Clear, accurate, detailed Scope of work, technical requirements, and qualifications; • Services to be performed; • Deliverables to be provided; • Procurement schedule; • Applicable standards, specifications, and policies; • Schedule of work (including estimated start and end dates of the contract); • Method of payment, and cost proposal requirements. The cost proposal is submitted in a separate concealed format. Cost proposals are requested from the highest ranked firm. If these negotiations are formally terminated, the cost proposal is then requested from the next highest ranked firm. See Exhibit 10-H: Sample Cost Proposal (Example 3) for sample cost proposal formats; • Contract audit and review process requirements (see Section 10.3: A&E Consultant Audit and Review Process); • Proposal format and required contents; • Method, criteria and weighting for selection; • Requirements for any discussions that may be conducted with three or more of the most highly qualified consultants following submission and evaluation of proposals; • Specify contract type; • Special provisions or contracts requirements; • A DBE contract goal is specified in the solicitation (see Exhibit 10-I: Notice to Proposers DBE Information), if a federal-aid contract; • Consultants acting in a management support role requirements Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement; • Protest procedures and dispute resolution process per 2 CFR Part 200.318(k), 2 CFR 172.5(c)(18). The RFP specifies the content of a proposal, the number of copies required, due date, mailing address, and a physical address where the submittals may be hand delivered if different from the mailing address. A minimum of fourteen (14) calendar days is required between the time the RFP is published and time that proposals must be submitted. More time may be required for complex contracts or projects. Page 25 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Items typically required in a technical proposal include: • Work plan (specify what is to be covered); • Organizational chart; • Schedule and deadlines; • Staffing plan; • Proposed Team—complete for prime consultant and all key subconsultants; • Key personnel names and classifications—key team members identified in the original proposal/cost proposal shall not change (be different than) in the executed contract; • Staff resumes; • Names of consultant’s project manager and the individual authorized to negotiate the contract on behalf of the consulting firm; • Consultant DBE Commitment document, see Exhibit 10-O1: Consultant Proposal DBE Commitment; • References. Financial Management and Accounting System Requirements The local agency must ensure that consultant contract solicitation and advertising documents (RFPs) clearly specify that contracts shall not be awarded to a consultant without an adequate financial management and accounting system as required by 48 CFR Part 16.301-3, 2 CFR Part 200, and 48 CFR Part 31. The local agency must ensure the selected consultants have adequate financial management systems as required by the applicable federal regulations. Advertise for Consultants The solicitation process for consultant services shall be by public advertisement, or by any other public forum or method that assures qualified in-State and out-of-State consultants are given a fair opportunity to be considered for award of contract. The minimum length of advertisement is 14 calendar days. Advertisement of the RFP in a major newspaper of general circulation, technical publications of widespread circulation, professional associations and societies, recognized DBE organizations, web hosting or clearing houses known for posting government contract solicitations such as BidSync, Planetbids, or posting the RFP on the local agency’s or other widely used websites are all acceptable methods of solicitation. To document website postings, the local agency should retain copies of screen shots displaying the posted begin/end dates. Issue/Publish RFP The local agency shall publish the RFP on line and also issue the RFP to all consultants responding to newspaper advertisement. The local agency shall keep a record of all consultants that have downloaded RFP on line as well as those receiving an RFP through other means, to ensure that any inquiry responses, addendums, or amendments to the RFP are given to all consultants that received the RFP. Page 26 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Conduct Proposer’s Conference or Answer Written Questions The local agency may allow for clarification of the RFP by inviting submittal of written questions or by conducting a proposer’s conference, or by doing both. The local agency must publish or mail their responses to any written questions to all consultants receiving the RFP. No response should be given to verbal questions. It is important that all competing consultants receive the same information. If a proposer’s conference is to be held, the exact time and place must be specified in the RFP. Attendance at a proposer’s conference normally is not mandatory. However, consultants not attending the conference do not receive notes from the meeting unless they request the notes. Receive and Evaluate Technical Proposals The Contract Administrator must verify that each proposal contains all of the forms and other information required by the RFP. If all required information is not provided, a proposal may be considered nonresponsive and rejected without evaluation. Late submittals, submittals to the wrong location, or submittals with inadequate copies are considered nonresponsive and shall be rejected. Submittal of additional information after the due date shall not be allowed. Documentation of when each proposal was received must be maintained in the project files. Copies of date stamped envelope covers or box tops are recommended. The members of the consultant selection committee must evaluate each proposal according to the technical criteria listed in the RFP. Minimum of three proposals must be received and evaluated. If only two proposals are received, a justification must be documented to proceed with the procurement. The justification should state that the solicitation did not contain conditions or requirements that arbitrarily limited competition per 23 CFR 172(a)(1)(iv) (D) and competition is determined to be inadequate and it is not feasible or practical to re-compete under a new solicitation per 23 CFR 172(a)(3)(iii)(C). If only one proposal is received, a Non-Competitive process must be justified and a Public Interest Finding (PIF) must be documented and signed by the DLAE. In either case, the re-advertisement of the RFP should be considered as an option. The committee must also evaluate reference checks and other information gathered independently. Reference checks shall be completed and other information gathered before the interviews are conducted. If necessary, the results of the reference checks or other information may be discussed with the highest ranked qualified consultants at the interviews. Develop Final Ranking and Notify Consultants of Results The selection committee evaluates each proposal; interviews the three or more highest ranked consultants (short listed) if noted in solicitation; and develops a final ranking of the highest ranked consultants. All consultants that submitted proposals must be informed about the final ranking of consultants. It is important that all competing consultants receive the same information. Most consultants will request information as to why they were not the highest ranked. The local agency may have an established procedure adopted for conducting debriefings but may also consider the following: The selection committee should keep notes as to why a particular consultant was not selected. When a consultant requests debriefing, the reasons for not being selected must be objective reasons. The consultant should not be compared to others and should not be provided with information about other consultants during this debriefing. Normally, Page 27 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection the Contract Administrator does the debriefing; however, any member of the selection committee may be designated to do the debriefing. Negotiate Contract with Top-Ranked Consultant Cost proposal (for both Prime and all Subconsultant), and contract audit and review documents such as Exhibit 10-K: Consultant Certification of Contract Costs and financial Management System of Costs and Financial Management System and Exhibit 10-A: A&E Consultant Financial Document Review Request and Checklist, whichever is applicable (see Section 10.1.3: A&E Consultant Audit and Review Process) should be submitted in a separate sealed envelope. Typically, the cost proposals are submitted by the short listed consultants only, at time of interview. However, if time is of the essence and it can be justified, or if no interviews are planned, the cost proposal can be requested from all consultants with their technical proposal. The cost proposal for the most qualified consultant will be opened and used to begin negotiations. If agreement cannot be reached, then negotiations proceeds to the next most qualified consultant. Each consultant’s cost proposal must remain sealed until negotiations commence with that particular consultant. The goal of negotiations is to agree on a final contract that delivers the services, or products required at a fair and reasonable cost to the local agency. At the completion of successful cost negotiations, all remaining sealed envelopes containing cost proposals shall be returned to consultants. Cost proposals in electronic form shall be submitted separately from the RFP and contained in a secure database that is inaccessible to the members involved in the A&E consultant contract procurement process. Only the cost proposal of the most qualified consultant will be requested to be sent to the members. Cost proposals of unsuccessful consultants are confidential and shall not be opened by the local agency or any private entity that the local agency uses to store the cost proposals. Any concealed cost proposals of the unsuccessful consultants must be returned unopened or properly disposed of in accordance with the local agency’s written policies and procedures. The independent cost estimate, developed by the local agency in advance of requesting a cost proposal from the top-ranked consultant, is an important basis and tool for negotiations or terminating unsuccessful negotiations with the most qualified consultant. Items necessary for the independent cost estimate include, hours/detailed work, direct labor costs, indirect labor costs, other direct costs, and profit/fee. Agencies must retain documentation of how the cost estimate was developed. It can be revised, if needed, for use in negotiations with the next most qualified consultant. A contract audit and review may be required (see Section 10.1.3: A&E Consultant Audit and Review Process in this chapter). Local agency Contract Administrator ensures that all required documentations are provided to Caltrans IOAI within 10 days of written request, including all documents for a Financial Review, if applicable. Caltrans IOAI will not proceed with a Financial Document Review until all required documentation is completed correctly and submitted. Negotiations should be finalized after addressing all deficiencies noted in the Caltrans IOAI Financial Review Letter if applicable. An indirect cost audit may be performed within the record retention period of the contract. Items typically negotiated include: • Work plan; • Schedule and deadlines (for deliverables and final duration of contract); Page 28 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • Products to be delivered; • Classification, wage rates, and experience level of personnel to be assigned; • Cost items, payments, and fees. Fee is required to be negotiated as a separate element; • Hours, level of effort by task and/or classification. The consultant’s ICR is not a negotiable item. A lower rate cannot be negotiated by the local agency. The local agency and the consultant will agree on the final cost proposal and incorporate into final contract. Retain all documentation related to negotiations. Before executing the consultant contract, the local agency must review contract to ensure that all federal and state requirements have been met (see A&E Consultant Procurement Checklist: https://dot.ca.gov/programs/local-assistance/environmental-and-other-policy-issues/consultant- selection-procurement) and adjustment or denial of ICR as identified in the Financial Review Letter has been included in the final cost proposal, if applicable. Prior to contract award, or after contract award but no later than the first invoice, the local agency must submit a completed Exhibit 10-C for all new or amended federal funded A&E consultant contracts using the database at http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C (please use Firefox or Chrome if not supported by your browser). If there are any changes requiring an amendment to the contract after submittal of Exhibit 10-C, the local agency must submit an updated Exhibit 10-C and all contract amendments to http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C. Submission of Exhibit 10-C to Caltrans HQ is not required for non-A&E consultant contracts. 10.1.6 CONSULTANT SELECTION USING THE ONE-STEP RFQ METHOD The RFQ method is used when the services being procured are specialized, or the scope of work is defined broadly and may include multiple projects. Appoint Consultant Selection Committee A consultant selection committee with a minimum of three members is appointed at the beginning of the consultant selection process. The committee reviews and scores the materials submitted by consultants in response to the RFQ, develops a shortlist of qualified consultants, interviews those consultants, and develops a final ranking of the most qualified consultants. Representation on the committee includes the Contract Administrator and subject matter experts from the project’s functional area. The members should be familiar with the scope of work to be contracted out and with the local agency standards that will be used in the contract. Participation by a Caltrans district representative is at the option of the local agency and subject to the availability of the DLAE staff. Caltrans participation on the interview panel does not relieve the local agency of its responsibility to ensure that proper procurement procedures are followed and all requirements are met. Local agency Contract Administrator ensures that all committee members meet the conflict of interest requirements (23 CFR 172) by completing and signing a conflict of interest statement Page 29 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection prior to selection process initiation. A sample conflict of interest form is provided in Exhibit 10-T: Panel Member Conflict of Interest & Confidentiality Statement. Develop Technical Criteria for Evaluation of Qualifications The Contract Administrator is responsible for developing the technical criteria, and their relative importance which are used to evaluate and rank the consultant qualifications. The criteria and relative weights must be included in the RFQ, and the same criteria and relative weights must be used in the evaluation sheets. Failure to include criteria and relative weights and to use the same criteria and weights during the evaluation will result in the contract costs being ineligible for federal or state reimbursement. Exhibit 10-B: Suggested Consultant Evaluation Sheet is a recommended evaluation sheet with criteria and rating points for A&E consultants, where cost is not used as a rating factor. This format is not mandatory, but it is recommended in the interest of developing consistency among the hundreds of agencies and consultants operating in the state. The local agency should consult with the DLAE before making major changes to the suggested approach. Develop Schedule for Consultant Selection Before a contract is advertised, the Contract Administrator completes a contract procurement schedule including key dates for consultant selection activities. The Contract Administrator should confirm target dates with all selection committee members before completing the schedule. Prepare RFQ As a minimum, the RFQ generally includes the following: • General description of the services or project(s); • Scope of work; • Schedule of work (including contract begin and end dates); • Method of payment, and cost proposal requirements. The cost proposal is submitted in a separate sealed envelope. See Exhibit 10-H: Sample Cost Proposal for sample cost proposal formats; • Contract audit and review process requirements (see Section 10.1.3: A&E Consultant Audit and Review Process); • Statement of Qualification (SOQ) format and required content to be submitted; • Method and criteria and weights for selection; • A DBE contract goal is specified in the solicitation (see Exhibit 10-I: Notice to Proposers DBE Information), if a federal-aid contract; • Consultants acting in a management support role requirements Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement; Protest procedures and dispute resolution process per 2 CFR Part 200.318(k). The RFQ specifies the content of the SOQ, the number of copies required, due date, mailing address, and a physical address where the submittals may be hand delivered if different from Page 30 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection the mailing address. Two to four weeks is usually allowed between the time the RFQ is published and time that SOQs must be submitted. More time may be required for complex contracts or scope of work. Items typically required in a statement of qualification include: • Qualifications of key personnel (including consultant project manager) proposed for the contract. Key team members identified in the original proposal/cost proposal shall not change (be different than) in the executed contract; • Staff resumes; • Related projects that key personnel have worked on; • Qualifications/experience of the firm; • Organizational chart; • Forecast or Schedule of work; • Consultant DBE Commitment document, see Exhibit 10-O1: Consultant Proposal DBE Commitment; • References. Financial Management and Accounting System Requirements The local agency must ensure that Consultant contract solicitation and advertising documents (RFQs) clearly specify that contracts shall not be awarded to a consultant without an adequate financial management and accounting system as required by 48 CFR Part 16.301-3, 2 CFR Part 200, and 48 CFR Part 31. The local agency must ensure the selected consultants have adequate financial management systems as required by the applicable federal regulations. Advertise for Consultants The solicitation process for consultant services shall be by public advertisement or any other public forum or method that assures qualified in-State and out-of-State consultant are given a fair opportunity to be considered for award of contract. The RFQ must contain sufficient project work information, so that interested consultants can submit an appropriate SOQ. Advertisements for RFQ may take one of two approaches. The most common is an advertisement or publication of the RFQ in a major newspaper of general circulation, technical publication of widespread circulation, professional associations and societies, recognized DBE organizations, web hosting or clearing houses known for posting contract solicitations such as Bid Sync, PlanetBids, or posting the RFQ on other widely used websites. To document website postings, the local agency should retain copies of screen shots displaying the posted begin/end dates. In the second approach, the local agency advertises the availability of the RFQ in a major newspaper of general circulation, technical publications of widespread circulation, professional associations and societies, recognized DBE organizations, or through a web hosting or clearing houses known for posting contract solicitations such as BidSync or PlanetBids, and requests that interested consultants send a letter of interest to the local agency for the RFQ. The RFQs shall then be sent to those firms who indicated interest in the RFQ. In some cases, it may be desirable to advertise nationwide for a particular project or service. This approach provides a Page 31 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection registry for firms who received the RFQ and therefore facilitates the broadcast of any revisions or addenda to the RFQ, if necessary. Issue/Publish RFQ The local agency shall publish the RFQ online and also issue the RFQ to all consultants responding to newspaper advertisement. The local agency shall keep a record of all consultants that have downloaded the RFQ on line as well as those receiving an RFQ through other means, to ensure that any inquiry responses, addendums, or amendments to the RFQ are given to all consultants that received the RFQ. Receive/Evaluate Statements of Qualifications and Develop Shortlist The first step in the evaluation process is to determine that each SOQ contains all forms and other information required by the RFQ. Otherwise, the submittals may be considered nonresponsive and rejected without evaluation. Late submittals, submittals to the wrong location, and submittals with inadequate copies are considered nonresponsive and shall be rejected. Submittal of additional information after the due date shall not be allowed. Documentation of when each proposal was received must be maintained in the project files. Copies of date stamped envelope covers or box tops are recommended. Minimum of three proposals must be received and evaluated. If only two proposals are received, a justification must be documented to proceed with the procurement. If only one proposal is received, a Non-Competitive process must be justified and a Public Interest Finding (PIF) must be documented and signed by the DLAE. In either case, the re-advertisement of the RFP should be considered as an option. The consultant selection committee reviews the submitted SOQ according to the published evaluation criteria and weighting factors. The committee makes an independent random check of one or more of the consultant’s references. This check applies to major subconsultants also. The committee establishes a shortlist of consultants who are considered to be best qualified to perform the contract work. The shortlist includes enough qualified consultants to ensure that at least three consultants are interviewed. Notify Consultants of Shortlist All consultants that submitted an SOQ must be notified of the results of the review. The notification also identifies those consultants (short list) that will be requested to attend interviews if interviews were an option in the solicitation. Most consultants will request information as to why they were not placed on the shortlist. Therefore, the selection committee should keep notes why a particular consultant was not selected for the shortlist. When a consultant requests a debriefing, the reasons given for not being selected must be objective reasons. Consultants should not be compared with each other during the debriefing. Normally, the Contract Administrator does the debriefing; however, any member of the selection committee may be designated to do the debriefing. Interview Top-Ranked Consultants Each consultant to be interviewed is given a copy of the draft of the proposed contract, defining the detailed scope of work, and/or description of required services, and other information. This should be sent with the initial notification of the interview. Page 32 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Between the time of the notification of the shortlist and interviews, the local agency may answer any questions concerning the scope of work to be contracted out, if not done earlier during the solicitation. In addition, the local agency may conduct additional reference checks for each consultant to be interviewed. Consultants should submit their questions about the RFQ and receive their answers from the local agency in writing. It is required that all consultants on the shortlist receive the questions and answers and are given the same information. The committee should evaluate reference checks and other information that is gathered independently. Reference checks shall be completed and other information gathered before the interviews are conducted. If necessary, the results of the reference checks and other information may be discussed with the consultant at the interview. Interviews are to be structured and conducted in a formal manner. Each consultant shall be allowed the opportunity to make a presentation if desired; however, a time limit should be specified. Interview questions are prepared in advance. Two types of questions may be asked: • Questions that are to be asked of all competing consultants, and • Questions relating to each specific consultant, based upon the reference checks, and the strengths and weaknesses identified during evaluation of the SOQ The agency can request competing consultants to bring additional information or examples of their work to the interviews; if the additional information facilitates the interview or evaluation process. Additional information requested should be kept at a minimum, that is, only information required to select the most qualified consultant for the contract. The selection committee or local agency shall not gather additional information concerning the consultants after the interviews are completed. Develop Final Ranking and Notify Consultants of Results All consultants interviewed must be informed about the final ranking of consultants. It is important that all competing consultants receive the same information. Most consultants will request information as to why they were not selected as the most qualified. Therefore, the selection committee should keep notes as to why a particular consultant was not selected. When a consultant requests debriefing, the reasons for not being selected must be objective. Consultants should not be compared with each other or provided with information about other consultants during the debriefing. Normally, the Contract Administrator does the debriefing; however, any member of the selection committee may be designated to do the debriefing. The next two sections provide guidance when the RFQ is solicited for specialized services and additional information is required prior to cost negotiations with consultant. For on-call contracts, skip the next two sections and begin Negotiation phase. Conduct Scoping Meeting The Contract Administrator meets with the first-ranked consultant’s project manager to review the project, and to ensure that the consultant has a complete understanding of the work that is Page 33 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection required. The consultant is shown as much material as is available regarding the project. Any technical questions regarding the project are answered for the consultant. Request Cost Proposal The first-ranked consultant is asked to provide a cost proposal to perform the work described in the draft contract and discussed at the scoping meeting. The work is to be performed according to the conditions described in the draft contract using the payment method described therein. Alternatively, if time is of the essence and it can be justified, sealed cost proposals may be requested from all of the consultants on the shortlist. If the contract involves more than one project, the consultant must provide a separate cost proposal for each project in addition to a summary cost proposal for the total contract. If the contract involves milestones, the consultant must furnish a separate cost proposal for each milestone with a summary cost proposal for the total costs. If the contract involves subconsultants, the prime consultant must include a separate cost proposal for each subconsultant. Each subconsultant’s cost proposal must follow the same format as the prime consultant’s cost proposal. Negotiate Contract with Top-Ranked Consultant Cost proposal (for both Prime and all Subconsultant), and contract audit and review documents such as Exhibit 10-K: Consultant Certification of Contract Costs and Financial Management System and Exhibit 10-A: A&E Consultant Financial Document Review Request and Checklist, whichever applicable (see Section 10.1.3: A&E Consultant Audit and Review Process) will be submitted in a separate sealed envelope. Typically, the cost proposals are submitted by the short-listed consultants only, at time of interview. However, if time is of the essence and it can be justified, or if no interviews are planned, the cost proposal can be requested from all consultant with their statements of qualification. After the top-ranked consultant submits a sealed cost proposal, the local agency reviews the cost proposal and compares it with the local agency’s confidential detailed independent cost estimate and enters into negotiations. The goal of negotiation is to agree on a final contract that delivers to the local agency the services or products required at a fair and reasonable cost. The independent cost estimate, developed by the local agency in advance of requesting a cost proposal from the top-ranked consultant, is an important basis and tool for negotiations. Negotiations should commence with the most qualified consultant. If agreement on a fair and reasonable price cannot be reached, negotiations should then be formally terminated. Negotiations then proceed to the next most qualified consultant, and so on. Each consultant’s cost proposal must remain sealed until negotiations commence with that particular consultant. At the completion of successful cost negotiations, all remaining sealed envelopes containing cost proposals shall be returned to consultants. Cost proposals in electronic form shall be submitted separately from the RFQ and contained in a secure database that is inaccessible to the members involved in the A&E consultant contract procurement process. Only the cost proposal of the most qualified consultant will be requested to be sent to the members. Cost proposals of unsuccessful consultants are confidential and shall not be opened by the local agency or any private entity that the local agency uses to store the cost proposals. Any concealed cost proposals of the unsuccessful consultants must be Page 34 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection returned unopened or properly disposed of by permanently deleting the cost proposals in accordance with local agency’s written policies and procedures. A contract audit and review may be required (see Section 10.1.3: A&E Consultant Audit and Review Process earlier in this chapter). Local agency Contract Administrator is responsible for the submittal of all required documentations to Caltrans IOAI in a timely fashion, including all documents for a Financial Review, if applicable. Caltrans IOAI will not proceed with a Financial Review until all required documentation is completed correctly and submitted. Negotiations may be completed after receipt of the Caltrans IOAI Financial Review Letter. An indirect cost audit may be performed within the record retention period of the contract. The items typically negotiated include: • Work plan; • Staffing plan; • Schedule (including contract begin and end dates); • Products to be delivered; • Classification, wage rates, and experience level of personnel to be assigned; • Cost items, payments and fee. Fee is required to be negotiated as a separate element. The consultant’s ICR is not a negotiable item. A lower rate cannot be negotiated by the local agency. For on-call contracts, typically a price agreement is reached based on specific rate of compensation for the term of the contract. The subsequent task orders (or mini agreements for individual project work) is negotiated based on cost plus fee, or lump sum, which is derived from the wage rates agreed upon earlier for the on-call contract. Before executing the consultant contract, the local agency must review contract to ensure that all federal and state requirements have been met (see A&E Consultant Procurement Checklist at https://dot.ca.gov/programs/local-assistance/environmental-and-other-policy- issues/consultant-selection-procurement), and receive Caltrans IOAI’s Financial Review acceptance letter, if applicable. Prior to contract award, or after contract award but no later than the first invoice, the local agency must submit a completed Exhibit 10-C for all new or amended federal funded A&E consultant contracts using the database at http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C (please use Firefox or Chrome if not supported by your browser). If there are any changes to the contract after submittal of Exhibit 10-C, the local agency must submit an updated Exhibit 10-C and all contract amendments to http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C. Submission of Exhibit 10-C to Caltrans HQ is not required for non-A&E consultant contracts. Page 35 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.1.7 CONSULTANT SELECTION USING THE TWO-STEP RFQ/RFP METHOD Combined RFQ and RFP Selecting consultants using the Two-Step RFQ/RFP method requires combining certain steps from each of the other two methods previously described. The consultants are rated based upon both their qualifications and their technical proposals. This procurement procedure involves a two-step process with issuance of a request for qualifications (RFQ) whereby responding consultants are evaluated and ranked based on qualifications and an RFP is then provided to three or more of the most highly qualified consultants. The two-step method leads to an executed project specific contract. A different process may also be used that includes assessing minimum qualifications of consultants to perform services under general work categories or areas of expertise through a prequalification process whereby annual statements of qualifications and performance data are encouraged. These consultants are not ranked, and an RFP must be submitted to the entire list for evaluation and consideration. Regardless of any process utilized for prequalification of consultants or for an initial assessment of a consultant's qualifications under a RFQ, a RFP specific to the project, task, or service is required for evaluation of a consultant's specific technical approach and qualifications. The initial steps in this method (up to the development and notification of the shortlist) are similar to the steps followed when using the One-Step RFQ method. At this point, the consultants from the shortlist are issued an additional RFP. The remaining steps are the same as the later steps followed in the One-Step RFP method. The combination of these steps is indicated in Figure 10-4: Consultant Selection Flowchart. Because it is a combination of the One-Step RFQ and One-Step RFP methods, this method of consultant selection requires more work and time than the other two methods. Consequently, the combined RFQ/RFP method is recommended for use only when the scope of work is not clearly known, very complex or unusual. The Two-Step RFQ/RFP is also well suited for procuring multiple on-call contracts through a single solicitation. The outcome of the first step RFQ will be multiple contracts, or on-call list of consultants. For multiple on-call contracts, project work will be procured thru subsequent competition or mini-RFPs amongst the on-call consultants. The mini-RFP or the task order will be negotiated with first ranked firm from each competition. Task order (mini-RFP) cost will be based on wage rates established in the master on-call contract, and the time and deliverable requirements in the task order. Local agencies may also use this method to: 1. Develop and maintain a pre-qualified file/list of consultant firms by specific work categories or areas of expertise. This list includes all consultants that meet the minimum published pass/fail requirements. The pre-qualified list can be updated annually or at least every two years and must be maintained by the agency. This list has not gone through the evaluation process. 2. Create a short list of evaluated and ranked consultants that leads to executed contracts The mini-RFP contains evaluation criteria that matches the strengths of the qualified firms to the specifics of the known tasks, thereby selecting the most qualified firm for each task. The evaluation can include: availability of personnel, staff capabilities, DBE (10% or less of overall Page 36 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection score), completion time, experience of consultant, specialized expertise, and past performance. The overall DBE goal was established at the master on-call contract. Because it is a combination of the One-Step RFQ and One-Step RFP methods, this method of consultant selection requires more work and time than the other two methods. Consequently, the combined RFQ/RFP method is recommended for use when the scope of work is very complex or unusual. Categorize work Descriptions of the categories of work, deliverables and the minimum qualification standards for each category must be clearly identified. The local agency may prequalify consulting firms in the following (or more) categories: • Roadway Design • Bridge Design • Bridge Inspection • Traffic Engineering • Environmental Services • Roadway Construction Inspection and Administration • Landscape Architecture • Land Surveying • Intelligent Transportation System (ITS) • Federal–aid Highway Project Development Support Services Establish Minimum Qualifications In an effort to ensure quality performance and results, a consultant should be required to meet certain minimum qualifications to be eligible for consideration in the pre-qualification process. General criteria guidelines should be established for consultant selection for a pre-qualified list. The criteria may be established by an individual or a panel of subject matter experts for the specific task of developing the criteria. Some agencies also establish appropriate weights for each criterion. It may be necessary to modify the criteria to fit specific cases. When a RFQ is published, it should state the criteria that will be used in the selection process. Criteria for evaluating statements of qualifications, may include but are not limited to: • Special expertise and experience of the firm’s key employees • Proposed staffing (include number of licensed and specialized staff) for the project and previous experience of those identified • Experience of the firm and their personnel on previous projects similar to the one under consideration • Consultant DBE Commitment document (see Exhibit 10-O1) • Professional references by the firm with the local agency Page 37 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • Understanding of the project by the firm as demonstrated by their approach to organizing and management of the work • Current workload of the firm and their ability to meet the proposed project schedule • Quality of previous performance by the firm with the local agency • Use of sub-consultants to accomplish work on the project • Equipment the firm has available and proposes to use as compatibility with Computer- Aided Drafting and Design (CADD) and other equipment proposed to be used in accomplishing the work • Familiarity with federal, state, and local codes, requirements, standards, and procedure • Examples of minimum qualifications for work categories above are provided here based on Caltrans best practices Issue RFQ The need for services of a consulting firm may be advertised in appropriate national, state, and local publications and web sites. Notices can also be sent to firms known to be qualified to do specific work, to professional societies, and to recognized Disadvantaged Business Enterprises (DBE) organizations. The advertisements and notices seek statements of interest and qualifications from consultants who are interested in the project. The DBE goal is established at the master on-call contract and included in the solicitation document. The SOQ should list consulting firm details, names of principals, office locations, personnel by discipline, project experience and examples, current workload, types of service the firms are qualified to perform, and previous performance. Also, resumes of key persons, specialists, and other associates that may be assigned to the project or projects should be included. This information should be the basis for evaluating and placing a consulting firm on a general pre- qualification list. Federal regulations require that any procedures related to pre-qualifying consultant cannot restrict competition. Pre-qualification of consultants may be allowed as a condition for submitting a technical proposal for a contract only if the period between the date of the issuance of the RFP and the deadline for submitting a technical proposal affords sufficient time to enable a consultant to obtain pre-qualification status. Another practice is to qualify consultants on a project-by-project basis. This is accomplished for some agencies by advertising or publishing notices in national, state, and local publications for needed services for specific, individual projects. These notices include a precise project location, a defined preliminary scope of services to be performed, a specific schedule within which the work is to be completed, and a list of products and deliverables to be provided by the consultant. Specific project advertisements usually are published when the proposed project is large and complex, in-house resources are not available, special expertise is required, or the objectivity of an outside authority is desired. Appropriate Federal-aid requirements should be complied with on Federal-aid projects. Page 38 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Set-Up Evaluation Process The first step in the evaluation process is to determine that each SOQ contains all forms, qualifications and other information required by the RFQ. Otherwise, the submittals may be considered nonresponsive and rejected without evaluation. Documentation of when each SOQ was received must be maintained in the project files. Copies of date stamped envelope covers or box tops are recommended. If all required information is not provided, a SOQ may be considered nonresponsive and rejected without evaluation. Late submittals, submittals to the wrong location, or submittals with inadequate copies are considered nonresponsive and shall be rejected. Submittal of additional information after the due date shall not be allowed. Local agency must establish a process by which SOQs are evaluated and consultants who are deemed meeting the minimum qualifications are accepted and placed on a per-qualified list. Whether the Local agency has a “committee” of experts evaluating the SOQs or individuals responsible for the evaluation, the process must be well defined, open and transparent. The pre-qualification process must also allow for consultants to be re-evaluated in cases of denials. The local agency must specify how long the pre-qualified list last, not to exceed two years. Federal regulation recommends refreshing the SOQs on an annual basis. Local agency Contract Administrator ensures that all committee members meet the conflict of interest requirements (23 CFR 172) by completing and signing a conflict of interest statement prior to selection process initiation. A sample conflict of interest form is provided in Exhibit 10-T. Evaluate Qualifications and Add Firm to List All SOQs received should first be reviewed for completeness. Each response must contain all required forms and any other information requested in the advertisement. The response may be considered incomplete and rejected without further evaluation if all required information is not provided or if the submittal is late. The qualifications of all responding firms are then reviewed according to established evaluation criteria or factors. The agency then establishes a short list of at least three consultants that are determined to be the most highly qualified to perform the required work. Firms not selected should be notified in writing. Maintain List Pre-qualification of a consultant expires in two years. Pre-qualified consultants must renew their pre-qualification status every two years. Firms can apply to be on the list at any time. After a period of two years, firms should re-apply (repeat the process of submitting SOQs) to be on the list. In addition to the required two-year renewal process, the consultant should also be required to update the firm’s organizational structure within one year when there is a corporate/affiliate change, ownership control, type of work expertise, capacity, or any other major change. If the consultant does not meet the minimum requirements and their SOQ is rejected, the committee must respond to the consultant explaining the reason for their rejection. The consultant is allowed to reapply to be on the list again provided the reasons for rejection are corrected. The list of qualified firms can be maintained online through the agency’s website. Firms can also apply to be on the list through the agency website for ease of operation. Page 39 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Issue RFP to Pre-Qualified Consultants on List An RFP is sent to the short-listed firms. The RFP should indicate the content of the technical proposal, technical review procedures, anticipated schedule of activities, scope of work, project description, where the technical proposals are to be delivered, the number of copies required, and the due date. Some agencies receive the technical proposal orally as part of an interview conducted for this purpose. In these cases, written documentation may not be required. Items typically required in a technical proposal include: • Work plan • Organization plan • Schedule for meeting time frame • Available computer equipment and programs • Staffing plan and resumes including sub-consultants • Pre-award audit/financial package information (if deemed appropriate) • Examples of similar work previously completed • Sub-consultants, DBE, their proposed participation, and other related information Conduct Proposer’s Conference or Answer Written Questions The local agency may allow for clarification of the RFP by inviting submittal of written questions or by conducting a proposer’s conference, or by doing both. The local agency must publish or mail their responses to any written questions to all consultants receiving the RFP. No response should be given to verbal questions. It is important that all competing consultants receive the same information. If a proposer’s conference is to be held, the exact time and place must be specified in the RFP. Attendance at a proposer’s conference normally is not mandatory. However, consultants not attending the conference do not receive notes from the meeting unless they request the notes. Receive and Evaluate Technical Proposals The Contract Administrator must verify that each technical proposal contains all forms and other information required by the RFP. If all required information is not provided, a technical proposal may be considered nonresponsive and rejected without evaluation. Late submittals, submittals to the wrong location, or submittals with inadequate copies are considered nonresponsive and shall be rejected. Submittal of additional information after the due date shall not be allowed. Documentation of when each technical proposal was received must be maintained in the project files. Copies of date stamped envelope covers or box tops are recommended. A consultant selection committee with a minimum of three members is appointed at the beginning of the consultant selection process. The members of the consultant selection committee must evaluate each technical proposal according to the technical criteria listed in the RFP. A minimum of three technical proposals must be received and evaluated. If only two technical proposals are received, a justification must be documented to proceed with the procurement. If only one technical proposal is received, a Non-Competitive process must be Page 40 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection justified and a Public Interest Finding (LAPM Exhibit 12-F) must be documented. In either case, the re-advertisement of the RFP should be considered as an option. The committee must also evaluate reference checks and other information gathered independently. Reference checks shall be completed and other information gathered before the interviews are conducted. If necessary, the results of the reference checks or other information may be discussed with the highest ranked qualified consultants at the interviews. Develop Final Ranking and Notify Consultants of Results The selection committee discusses and documents the strengths and weaknesses of each technical proposal, interviews the three or more highest ranked consultants (shortlisted), and develops a final ranking of the highest ranked consultants. All consultants that submitted technical proposals must be informed about the final ranking of consultants. It is important that all competing consultants receive the same information. Most consultants will request information as to why they were not the highest ranked. Therefore, the selection committee should keep notes as to why a particular consultant was not selected. When a consultant requests debriefing, the reasons for not being selected must be objective reasons. The consultant should not be compared to others and should not be provided with information about other consultants during this debriefing. Normally, the Contract Administrator does the debriefing; however, any member of the selection committee may be designated to do the debriefing. Request Cost Proposal and Negotiate Contract with Top-Ranked Consultant The first-ranked consultant is asked to provide a cost proposal to perform the work described in the draft contract and discussed at the scoping meeting. The work is to be performed according to the conditions described in the draft contract using the payment method described therein. Alternatively, if time is of the essence and it can be justified, sealed cost proposals may be requested from all of the consultants on the shortlist. If the contract involves more than one project, the consultant must provide a separate cost proposal for each project in addition to a summary cost proposal for the total contract. If the contract involves milestones, the consultant must furnish a separate cost proposal for each milestone with a summary cost proposal for the total costs. If the contract involves subconsultants, the prime consultant must include a separate cost proposal for each subconsultant. Each subconsultant’s cost proposal must follow the same format as the prime consultant’s cost proposal. Cost proposal (for both prime and all subconsultants) and contract audit and review documents, such as Exhibit 10-K and Exhibit 10-A, whichever applicable (see Section 10.1.3: A&E Consultant Audit and Review Process), will be submitted in a separate sealed envelope. After the top-ranked consultant submits a sealed cost proposal, the local agency reviews the cost proposal and enters into negotiations. The goal of negotiation is to agree on a final contract that delivers to the local agency the services or products required at a fair and reasonable cost. The independent cost estimate, developed by the local agency in advance of requesting a cost proposal from the top-ranked consultant, is an important basis and tool for negotiations. Negotiations should commence with the most qualified consultant. If agreement on a fair and reasonable price cannot be reached, negotiations should then be formally terminated. Page 41 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Negotiations then proceed to the next most qualified consultant, and so on. Each consultant’s cost proposal must remain sealed until negotiations commence with that particular consultant. At the completion of successful cost negotiations, all remaining sealed envelopes containing cost proposals shall be returned to consultants. A contract audit and review may be required (see Section 10.1.3: A&E Consultant Audit and Review Process). The local agency Contract Administrator is responsible for the submittal of all required documentations to Caltrans IOAI in a timely fashion, including all documents for a Conformance Review, if applicable. Negotiations may be completed after receipt of the Caltrans IOAI Conformance Letter. An indirect cost audit may be performed within the record retention period of the contract. Items typically negotiated include: • Work plan • Schedule and deadlines (for deliverables and final duration of contract) • Products to be delivered • Classification, wage rates, and experience level of personnel to be assigned • Other Direct Cost items, and profit or fee The consultant’s ICR is not a negotiable item. A lower rate cannot be negotiated by the local agency. The local agency and the consultant will agree on the final cost proposal and incorporate into final contract. Before executing the consultant contract, the local agency must review contract to ensure that all federal and state requirements have been met (see A&E Consultant Procurement Checklist at https://dot.ca.gov/programs/local-assistance/environmental-and-other-policy- issues/consultant-selection-procurement). 10.1.8COMPLETING THE PROJECT Develop the Final Contract The Contract Administrator requests a revised cost proposal from the consultant after: (1) negotiations have been completed, (2) the local agency and consultant have agreed to a fair and reasonable price, and (3) a letter, if applicable, is released by Caltrans IOAI that accepts, denies or makes an adjustment to the proposed ICR. The Contract Administrator should review the revised cost proposal to ensure that all the items and changes discussed during negotiation were included. This revised cost proposal then becomes the final cost proposal, is attached to and made a part of the consultant contract. Sample contract language and format have been included as Exhibit 10-R: A&E Boilerplate Agreement Language. The Contract Administrator has responsibility to ensure that the final negotiated contract is complete and has verified that all required backup documents have been provided. Copies of the contract are sent to the consultant for signature first. Page 42 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection Review and Approval of Contracts Proposed contracts for consultant services (including subcontracted work) must be reviewed by the local agency to verify that: • Compensation is fair and reasonable and includes prevailing wage rates, if applicable; • Work activities and schedules are consistent with the nature and scope of the project; • DBE goal Exhibit 10-O2: Consultant Contract DBE Commitment is included for all contracts regardless of goal.; • Exhibit 10-K: Consultant Certification of Contract Costs and Financial Management System (for Prime and Subs), and Exhibit 10-A: A&E Consultant Financial Document Review Request and Checklist and all supporting documents, if applicable (contracts above $150,000), have been submitted to Caltrans IOAI; • If applicable, adjustment or denial of the ICR identified in the Financial Review Letter have been included in the final cost proposal; • Exhibit 10-C: A&E Consultant Contract Database must be used to ensure that required documentation has been provided; • A cost proposal (see Exhibit 10-H: Sample Cost Proposal), must include the costs of materials, direct salaries, payroll additions, other direct costs, indirect costs, fees, and backup calculations. Before approving a contract for consulting services, the Contract Administrator must be satisfied that the consultant’s organization: • Is qualified to perform the services required; • Is in a position, considering other work commitments, to provide competent and experienced personnel to perform the services in the time allowed; • Is fully aware of all applicable federal and state laws including implementing regulations, design standards, specifications, previous commitments that must be incorporated into the design of the project, and administrative controls including those of Caltrans and FHWA. • Has an adequate financial management system as required by the applicable federal regulations. • Is not disbarred or suspended from state or federally funded contracts. Per 23 CFR 172.7(b)(3) “A contracting agency shall verify suspension and debarment actions and eligibility status of consultants and subconsultants prior to entering into an agreement or contract in accordance with 2 CFR part 1200 and 2 CFR part 180. The contract must provide for a defined level of acceptability and a statement to the effect that the consultant may be required to modify its work as necessary; to meet that level of acceptability as defined in the contract. The contract shall provide for local agency reviews at appropriate stages during performance of the work, to determine if any changes or other actions are warranted. Page 43 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection The contract shall provide that the consultant and subconsultants shall maintain all books, documents, papers, accounting records, and other information pertaining to costs incurred. Such materials must be available for inspection and audit by federal, State, and local agency authorized representatives; and copies thereof shall be furnished, if requested. Following final settlement of the contract accounts with the State or FHWA, such records and documents may be archived at the option of the local agency and shall be retained for a three- year period after processing of the final voucher by FHWA. Execute Contract and Issue Notice to Proceed to Consultant The Contract Administrator sends the consultant a fully executed copy of the contract with an original signature and issues a notice to proceed. Funds may not be used to reimburse the agency for any work or costs incurred before the Authorization to Proceed is issued, or for consultant costs incurred prior to the execution of the consultant contract. All executed contracts shall have a begin and end date. Local agency consultant selection and contract execution costs may be reimbursable. For on-call contracts, a fully executed copy of the contract with original signatures will be send to the consultant. Each subsequent task order (for individual project) will be accompanied with a copy of the signed task order and a Notice to Proceed, once it is negotiated and approved. Task order expiration dates may not exceed the Master On-call agreement end date. Administer the Contract Project work begins as specified in the contract after the notice to proceed is issued to the consultant. Thereafter, the local agency manages and administers the contract to ensure that a complete and acceptable product is received on time, within standards, and within budget and terms of the contract. Contract administration activities help to ensure that contractual obligations are completed satisfactorily. Generally, these activities include: • Monitoring project progress and compliance with contract requirements; • Receiving, reviewing and assessing reports, plans, and other required products/ deliverables; • Receiving and reviewing state prevailing wages. (See Department of Industrial Relations websites below. o DIR FAQ website: http://www.dir.ca.gov/OPRL/FAQ_PrevailingWage.html o DIR Wage Determination website: http://www.dir.ca.gov/oprl/DPreWageDetermination.htm • Reviewing invoices to ensure costs claimed are in accordance to the method of payment and contract cost proposal, approving payments; • If new consultant personnel are added or substituted, labor rates must be verified prior to approving invoices. • Record keeping and reporting; • Controlling costs; Page 44 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection • Identifying changes to the scope of work and preparation of amendments (must ensure that any changes to the scope is within the constraints of the original RFP/RFQ; • Completing the consultant performance evaluations (see Exhibit 10-S: Consultant Performance Evaluation). Substitution of Consultant Personnel and Subconsultants After contract execution the consultant should not substitute key personnel (project manager and others listed by name in the cost proposal) or subconsultants without prior written approval from the local agency. Refer to LAPM Chapter 9: Civil Rights & Disadvantaged Business Enterprise and Title 49 CFR 26 for DBE substitution requirements. To do so can result in the costs being ineligible for federal or state reimbursement. The consultant must request and justify the need for the substitution and obtain approval from the local agency prior to use of a different subconsultant on the contract. The proposed substituted person must be as qualified as the original, and at the same or lower cost. For engineering types of consultant contracts, the consultant’s project manager must be a registered engineer in the State of California. Invoicing (or Progress Payments) The frequency and format of the invoices/progress payments are to be determined by the contract. Program Supplement Agreements (see LAPM Chapter 3: Project Authorization) need to have been prepared prior to any payments being requested. Payments to the consultant are to be in arrears. In other words, the consultant must have actually incurred and paid the costs before invoicing the local agency. For federal reimbursement of consultant costs on a project, the local agency must submit the following to the DLAE, for each consultant or consulting firm used on the project (failure to do so will result in the consultant’s invoices for reimbursement being returned to the agency unprocessed): • Copy of Executed Consultant contract; • Exhibit 10-O1: Consultant Proposal DBE Commitment • Exhibit 10-O2: Consultant Contract DBE Information DLAE must confirm that the local agency has submitted copies of Exhibit 10-K: Consultant Certification of Contract Costs and Financial Management System (for Prime and Subconsultants) to Caltrans IOAI and agency has submitted Exhibit 10-C: Consultant Contract Database to Caltrans. The local agency is to follow the procedures given in LAPM Chapter 5: Invoicing, to obtain reimbursement of federal or state funds. Contract Amendments Contract amendments are required to modify the terms of the original contract for changes such as extra time, added work, or increased costs. Only work within the original advertised scope of services shall be added by amendment to the contract. The addition of work outside the original advertised scope will make that work ineligible for federal or state reimbursement (see Q&As at: http://www.fhwa.dot.gov/programadmin/172qa_01.cfm). Page 45 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection There is no prescribed format for contract amendments. They may take the form of letter-type agreements meeting the legal requirements of the local agency, clearly outlining the changes and containing a mutually agreed upon method of compensation. Such agreements must conform to the requirements of this manual with regard to payment. A consultant contract may be amended at any time prior to the expiration date of the original contract. The most common amendment is to extend the ending date of the contract. All contract amendments must be fully executed before the ending date of the contract by formal amendment. Failure to amend a contract prior to the ending date will make the subsequent costs ineligible for federal and state reimbursement. Task orders are not considered an amendment and therefore not appropriate to extend the terms of the contract. All contract amendments shall be negotiated following the same procedures as the negotiation of the original contract and must be in writing and fully executed by the consultant and local agency before reimbursable work begins on the amendment. For any additional engineering and design related services outside of the scope of work established in the original solicitation, a contracting agency shall either procure the series under a new solicitation, perform the work itself using agency staff, or use a different, existing contract under which the services would be within the scope of work. Overruns in the costs of the work shall not automatically warrant an increase in the fixed fee portion of a cost plus fixed fee reimbursed contract. Permitted changes to the scope of work or duration may warrant consideration for adjustment of the fixed fee portion of cost plus fixed fee or lump sum reimbursed contracts. If an emergency exists of such magnitude that a delay cannot be tolerated, the local agency and the consultant may agree on an amendment initiating the work, so that reimbursable work may begin. The initiating amendment is then followed by a final amendment once the full scope of the emergency work is known and agreed to by both parties. In both cases, sufficient funding should be included in the amendments to pay for all work to be performed by the consultant. The final amendment must be executed as quickly as possible. Failure to fully comply with this section may result in the loss of local agency funding. Section 10.1.3: A&E Consultant Audit and Review Process of this chapter shall apply to the entire contract and must be completed prior to execution of the contract amendment. All amendments shall incorporate any current requirements of the federal regulations including the federal fiscal provisions and submit Exhibit 10-C: Consultant Contract Reviewers Checklist Database to http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C (please use Firefox or Chrome if not supported by your browser). Performance Evaluation Pursuant to 23 CFR §172.9(d)(2) agencies are required to prepare an evaluation of the consultant when the project has been completed. The Contract Administrator evaluates the consultant’s performance after the consultant’s final report has been submitted, and the Contract Administrator has conducted a detailed evaluation with the consultant’s project manager. See Exhibit 10-S: Consultant Performance Evaluation for a suggested format for use by the local agency. Project Records Federal-Aid Highway Program funding recipients and sub-recipients must maintain adequate and readily accessible project performance and financial records, supporting documents, and other records considered pertinent to the grant agreement and in compliance with Federal laws and regulations (e.g., 23 USC 112; 40 USC 1101-1104, 23 CFR 172, 48 CFR 31, and 2 CFR Page 46 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection Part 200). These records shall be maintained for a minimum of three (3) years following issuance of the final voucher from FHWA (forwarded by Caltrans) and the closure of all other pending matters (2 CFR Part 200.333). For audit purposes, project records and documentation shall be kept for three (3) years after payment of the final federal or state voucher. Among the records to be retained are as follows (not an all-inclusive list): • Copies of RFPs and RFQs, changes, addendums, etc. and bidder’s list; • Documentation of DBE participation (including Exhibit 10-O1: Consultant Proposal DBE Commitment, Exhibit 10-O2: Consultant Contract DBE Commitment), Exhibit 10-G: Individual A&E Task Order DBE Tracking Sheet, Exhibit 17-F: Final Report – Utilization of DBE and First-Tier Subcontractors, and Exhibit 17-O: DBE Certification Status Change. • Solicitation and advertisement records; • Identification of selection committee members; • Record of receiving proposals, statement of qualifications; • Evaluation and ranking records such as original score sheets from all panel members, short list questions and other documentation (see Exhibit 10-B: Suggested Consultant Evaluation Sheet); • Independent cost estimate (prepared in advance of requesting a cost proposal from the top-ranked consultant); • Record of negotiations (to include a separate negotiation of profit in accordance with federal guidelines); • Financial Review Letter and Cognizant Agency Letter, when applicable; • CPA-audited ICR Audit Report or Approved State DOT Cognizant Indirect Rate Letter, if any; • Consultant Certification of Costs and Financial Management (Exhibit 10-K: Consultant Certification of Contract Costs and Financial Management System) for contracts over $150,000 or more; • A&E Consultant Audit Request Letter and Checklist (Exhibit 10-A: A&E Consultant Audit Request Letter and Checklist) for contracts over $150,000 and all supporting documentation. • Executed consultant contracts, cost proposals and amendments (see Exhibit 10-R: A&E Boilerplate Agreement Language and Exhibit 10-H: Sample Cost Proposal); • Contract oversight and progress meeting documents; • Progress and final payments, and supporting documentation; • Performance evaluation (see Exhibit 10-S: Consultant Performance Evaluation); • Consultant contract checklists (see Exhibit 10-C: A&E Consultant Contract Database); Page 47 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection • Accounting records documenting compliance with State and federal administrative requirements; • Certifications and Conflict of Interest forms (Exhibit 10-T: Conflict of Interest & Confidentiality Statement, all personnel involved in the procurement of the agreement should complete Exhibit 10-T Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement and Exhibit 10-Q: Disclosure of Lobbying Activities, as appropriate). Exhibit 10-Q is included in the solicitation and shall be completed if the consultant needs to disclose any lobbying activities. Retention Clauses At the option of the local agency, a retention clause may be included in the consultant contract. A retention clause in the consultant contract is recommended (see Exhibit 10-R: A&E Boilerplate Agreement Language, Article XXXI). Review of Local Agency Actions Federal-aid or state reimbursement is contingent on meeting the federal or state requirements and can be withdrawn, if these procedures are not followed and documented. The local agency files are to be maintained in a manner to facilitate future FHWA or Caltrans process reviews and audits. As specified in the Review and Approval of Contracts above, the Contract Administrator must review the proposed consultant contract before execution. Exhibit 10-C: A&E Consultant Contract Database is to be completed prior to award, or after contract award but no later than the first invoice. A copy of Exhibit 10-C must be retained in the local agency project files. 10.1.9 MISCELLANEOUS CONSIDERATIONS Agreements with Other Governmental Agencies Intergovernmental or inter-entity agreements are encouraged if appropriate. If another governmental agency is requested to do work or provide services to an agency, an interagency agreement is needed. See 2 CFR 200 and CA Government Codes 10340 and 11256. Small Purchase Contracts Contracts that are less than $250,000 are considered small contracts in accordance with federal regulations. However, within the State of California, there is not a recognized small purchase procedure and all A&E contracts are procured using qualifications based selection and not cost. For federal contracts that are less than $250,000 and are not anticipated to exceed this amount, the agency shall use Section 10.2: State-Only Funded A&E Contracts or the federal guidance for contracts greater than $250,000. If the contract is anticipated to exceed $250,000, use one of the accepted procurement procedures listed in the previous sections. Small contracts using the simplified acquisition procedure (State-Only funded section) shall not exceed $250,000 or the additional costs are considered not reimbursable. The entire contract could also be considered ineligible by FHWA depending on circumstances. The scope of work, project phases, and contract requirements shall not be broken down into smaller components to permit the use of small purchase procedure. DBE requirements apply for all federally funded projects. Page 48 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Noncompetitive Negotiated Contracts (Sole-Source) Procurement by noncompetitive proposals may be used only when the award of a contract is infeasible under sealed bids or competitive proposals (23 CFR 172.7(a)(3)). FHWA considers these types of contracts as Sole Source contracts and should be used only in very limited circumstances. A Public Interest Finding prepared by the local agency and approved by Caltrans is required before establishing these services (23 CFR 172.7(a)(3); also see Exhibit 12-F: Cost-Effectiveness/Public Interest Finding. Conditions under which noncompetitive negotiated contracts may be acceptable include: • Only one organization is qualified to do the work; • An emergency exists of such magnitude that cannot permit delay; • Competition is determined to be inadequate after solicitation of a number of sources. The local agency shall: • Follow its defined process for noncompetitive negotiation; • Develop an adequate scope of work, evaluation factors, and cost estimate before solicitation; • Conduct negotiations to ensure a fair and reasonable cost. The local agency must carefully document details of the special conditions, obtain Caltrans approval on a Public Interest Finding and retain all documents in the project files for future Caltrans’ or FHWA’s review. Retaining a Consultant as an Agency Engineer or in Management Support Role A local agency may retain qualified consultants in a management support role on its staff in professional capacities for federal-aid projects such as: • A City Engineer (or equivalent) who manages the engineering unit for the city, providing oversight of a project, series of projects, managing or directing work of other consultants or contractors on behalf of the City. • A County Engineer (or equivalent) who manages the engineering unit for the county such as duties described above. • A Project Manager (or equivalent) who manages and oversees a project, series of projects or the work of other consultants and contractors on behalf of the public agency. • A Program Manager (or equivalent) who manages and oversees an element of a highway program, function, or service on behalf of the public agency. However, typically a consultant in a management support role is not: • A consultant engineer performing project-specific design, and/or construction contract administration and construction engineering for the public agency. • A consultant providing support to administrative duties such as federal authorization process, labor compliance activities, and other management and administrative tasks. Page 49 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection The use of a consultant in a management support role should be limited to unique or very unusual situations. These situations require a thorough justification as to why the local agency cannot perform the management. Consultants used in management support roles must be selected using the same procedures as those for other consultants specified in this chapter. Consultants in a Management Support Role funded by local or state funds must have approval from FHWA to be considered qualified to manage federal projects or consultants providing services on federal projects. Eligibility for federal or state reimbursement for a consultant in a management support role requires the following: • Compliance with the selection procedures specified in this chapter; • Existence of a contract between the local agency and the consultant specifying the local agency engineering services to be performed; • Written designation by the local agency of the responsibilities and authority of the consultant as an agency engineer; • For a federal-aid project, completion of Exhibit 10-T: Conflict of Interest & Confidentiality Statement by all members (both consultants and employees) prior to participating in the Architect & Engineering (A&E) Selection Panel pertaining to the specific selection process and the firms being considered; • Selection of consultants for A&E management positions shall be by the use of qualification based selection procedures on an open and competitive basis resulting in a contract with defined beginning and ending dates not to exceed five (5) years; • For a federal-aid project, a local agency consultant in a management support role shall not: o Participate in, or exercise authority over the A&E selection process, if that consultant’s firm is one of the proposing firms, or subconsultant to a proposing firm; o Participate in, or exercise authority over management of work performed by the consultant’s firm, or to a consultant’s firm of which the local agency consultant firm is a subconsultant. This would include, but not be limited to, managing or directing the work, approving changes in the schedule, scope, or deliverables; and approving invoices. o Apply for or receive reimbursement of federal-aid funds for the local agency’s federal-aid project if either of the foregoing has occurred. However, reimbursement for the construction contract portion of the project will still be allowed provided all other federal-aid requirements have been met. o Where benefiting more than a single federal-aid project, allocability of consultant contract costs for services related to a management support role shall be distributed consistent with the cost principles applicable to the contracting agency in 23 CFR 172.7(b)(5). If engineering services for a project are within the scope of the services described in the retained consultant’s contract, these services may be performed by the person or firm designated as an agency engineer. If the services are not within the scope, eligibility for federal Page 50 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection reimbursement for these services require a new consultant contract to be developed using the selection procedures in this chapter. Retained consultants involved in the preparation of the RFP or RFQ shall not be considered in the selection of consultants for the resulting project specific work. When engineering or architectural consultants in a management support role are procured with federal-aid funds, the local agency (subgrantee) shall fully comply with the following: • Subparagraphs of 2 CFR 200.318 maintain a contract administration system and maintain a written code of standards. No employee, officer or agent of the subgrantee shall participate in selection, or in the award or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. • Subparagraph of 23 CFR §172.7(b) requires that the local agency shall receive approval from FHWA. In addition, any federal-aid projects designated as Projects of Division Interest may also need approval from FHWA. • Liability insurance should normally be required from the consultant (errors and omissions, etc.). For federally funded projects, local agencies that solicit to hire A&E consultant(s) in a management support role must obtain FHWA approval prior to contract execution. In order for a contract for a consultant in a management support role to be federally eligible, the following are required prior to contract execution: • The local agency shall submit a request for approval via email, the Scope of Work (SOW) and Conflict of Interest (COI) Policy to the Division of Local Assistance- Headquarters (DLA-HQ) at aeoversight@dot.ca.gov, prior to solicitation. • Once the local agency receives FHWA’s written response, the local agency may need to revise the documents reflecting FHWA’s opinions and can proceed with the RFQ. • After consultant selection, the local agency shall submit the completed Exhibit 10-U: Consultant in Management Support Role Conflict of Interest and Confidentiality Statement to the DLA-HQ at aeoversight@dot.ca.gov. Local agency will receive FHWA’s approved Exhibit 10-U via email. Page 51 of 69 January 2020 DLAE DLA-HQ aeoversight@dot.ca.gov FHWA No YES Local Assistance Procedures Manual Chapter 10 Consultant Selection Figure 10-5: Consultant in a Management Support Role Flowchart Construction Engineering Services Under federal-aid regulations and state policy, the primary responsibility for general supervision of construction must remain with the local agency. The local agency must also ensure that the work is performed in accordance with the approved plans and specifications, by employing or retaining as a consultant a registered engineer for construction engineering services on the project. All construction engineering activities performed by a consultant must be under the overall supervision of a full-time employee of the agency who is in responsible charge. These activities may include preparation of contract change orders, construction surveys, foundation investigations, measurement, and computation of quantities, testing of construction materials, checking of shop drawings, preparation of estimates, reports, and other inspection activities necessary to ensure that the construction is being performed in accordance with the plans and specifications. The construction engineering consultant’s contract defines the relative authorities and responsibilities of the full-time employee of the local agency in charge of the project and the consultant’s construction engineering staff. If a technical inspection consultant is to provide professional assistance to the local agency, a formal consultant contract must be executed which follows this chapter’s requirements. The contract shall provide for reviews at appropriate stages during performance of the work to determine if any changes or other actions are warranted. These reviews are to be made by the local agency. Page 52 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.1.10 PROGRAM MANAGEMENT According to 23 CFR §172.5, local agencies are required to adopt written policies and procedures prescribed by Caltrans. The local agency shall adopt Caltrans Local Assistance Chapter 10: Consultant Selection. Local agencies are responsible for providing all resources necessary for the procurement, management, and administration of A&E consultant contracts including subcontracts. Ensuring consultant costs billed are allowable in accordance with the Federal cost principles and consistent with the contract terms as well as the acceptability and progress of the consultant's work; • Monitoring the consultant's work and compliance with the terms, conditions, and specifications of the contract; • Preparing a consultant's performance evaluation when services are completed and using such performance data in future evaluation and ranking of consultant to provide similar services; • Closing-out a contract; • Retaining supporting programmatic and contract records, as specified in 2 CFR 200.333 and the requirements of this part; • Determining the extent to which the consultant, which is responsible for the professional quality, technical accuracy, and coordination of services, may be reasonably liable for costs resulting from errors and omissions in the work furnished under its contract; • Assessing administrative, contractual, or legal remedies in instances where consultants violate or breach contract terms and conditions, and providing for such sanctions and penalties as may be appropriate; and • Resolving disputes in the procurement, management, and administration of engineering and design related consultant services. An example resolution is located at: https://dot.ca.gov/programs/local-assistance/environmental- and-other-policy-issues/consultant-selection-procurement. 10.1.11 REFERENCES 23 CFR, Part 172 Administration of Engineering and Design Related Service Contracts http://www.ecfr.gov/cgi-bin/text-idx?rgn=div5&node=23:1.0.1.2.3 40 USC, Section 1104 Brooks Act http://www.fhwa.dot.gov/programadmin/121205.cfm 41 CFR Public Contracts and Property Management http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title41/41tab_02.tpl 41 USC Public Contracts http://law.onecle.com/uscode/41/index.html 23 USC Letting of Contracts http://www.fhwa.dot.gov/map21/docs/title23usc.pdf Page 53 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 48 CFR, Chapter 1, Part 15.404 https://www.acquisition.gov/far/html/FARTOCP15.html 48 CFR, Chapter 1, Part 31 https://www.acquisition.gov/far/html/FARTOCP15.html Title 48, Part 16 – Types of Contracts http://www.elaws.us/subscriber/signin?returnurl=http://federal.elaws.us/cfr/title/4/10/2013/title48/chapt er1/part16&IsHistory=1&AspxAutoDetectCookieSupport=1 48 CFR 27, Subpart 27.3 – Patent Rights under Government Contracts https://www.law.cornell.edu/cfr/text/48/part-27/subpart-27.3 48 CFR 31.201-3 https://www.gpo.gov/fdsys/pkg/CFR-2011-title48-vol1/pdf/CFR-2011-title48-vol1-sec31-201-6.pdf 48 CFR, Chapter 99 – Cost Accounting Standards, Subpart 9900 https://www.gpo.gov/fdsys/granule/CFR-2002-title48-vol7/CFR-2002-title48-vol7-chap99 2 CFR Part 200 http://www.ecfr.gov/cgi-bin/text- idx?SID=eb0db4a32ce93fdc5815e6fe58791d9d&mc=true&tpl=/ecfrbrowse/Title02/2cfr200_main_02.t pl 49 CFR, Part 26 Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title49/49cfr26_main_02.tpl American Association of State Highway and Transportation Officials (AASHTO) Uniform Audit and Accounting Guide http://audit.transportation.org/Pages/default.aspx Caltrans Division of Procurement and Contracts Website http://www.dot.ca.gov/dpac/index.html California Labor Code, Section 1775 http://law.onecle.com/california/labor/1775.html Government Auditing Standards (GAS) issued by the United States Government Accountability Office http://www.gao.gov/yellowbook/overview Government Code Sections 4525 through 4529.5 http://www.leginfo.ca.gov/cgi-bin/displaycode?section=gov&group=04001-05000&file=4525-4529.5 OMB Circular A-110 Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations https://www.whitehouse.gov/omb/circulars_a110 Standard Environmental Reference (SER) http://www.dot.ca.gov/ser/ Page 54 of 69 January 2020 ~ ~ -~ ~ ~ ~ -~ ~ ~ Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.2: STATE-ONLY FUNDED A&E CONTRACTS A&E State-Only Division of Local Assistance Minimum Requirements for State-only funded A&E Contracts A. Written Procedures B. Conflict of Interest C. Records D. Full & Open Competition E. Selection Basis F. Publication G. Solicitation H. Cost Analysis I. Negotiations J. Audit and Review Process K. Exhibit 10-C: A&E Consultant Contracts Database Page 55 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.2.1 GENERAL Local Agencies are required to follow all applicable local and state regulations including those listed in LAPM Chapter 10 in accordance with their State Master Agreement. Although the requirements listed in this section are minimum requirements, the local agency shall use good engineering judgment and best practices to document their processes and procedures when procuring A&E contracts utilizing qualifications based selections. All consultants must comply with 48 Code of Federal Regulations (CFR) Part 31: Contract Cost Principles and Procedures. Also, consultants and Local Agencies must comply with 2 CFR Part 200: Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, excluding sections §200.318-200.326 Procurement Standards (reference Federal Highway Administration December 4, 2014 Memorandum Action: 2 CFR 200 Implementation Guidance). Agency state-only funded (SOF) agreements must contain the required federal fiscal provisions from 2 CFR 200 in all Division of Local Assistance funded agreements. Exhibit 10-R: A&E Boilerplate Agreement Language contains 2 CFR 200 requirements and may also be used in SOF agreements. Depending upon the scope of work, the required contract provisions may need to include the California State Prevailing Wages. All proposed A&E contracts and supporting documents (including state-only funded) are subject to audit or review by Caltrans’ Independent Office of Independent Office of Audits and Investigations (IOAI), other state audit organizations, or the federal government and required to follow LAPM Section 10.1.3 A&E Consultant Audit and Review Process. For consultant contracts, procured with local or state funds, to provide services for federal-aid projects, or to oversee or manage other consultants providing these services, the Consultant in Management Support Role process must be completed to be eligible for reimbursement. Refer to Chapter 10.1.9 Miscellaneous Considerations: Retaining a Consultant as an Agency Engineer or in a Management Support Role. DBE contract goals are not required for state-only funded contracts. This guidance is for contracts utilizing state funds only. If any federal funds are added or reimbursed, the federal process must be followed. Non-A&E consultant contracts reference LAPM Section 10.3: Non-A&E Contracts. Reference: California Government Code Title 1, Division 5, Chapter 10, Contracts with Private Architects, Engineering, Land Surveying, and Construction Project Management Firms §4525-4529.5. Page 56 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.2.2 DEFINITION OF A&E Architectural, landscape architectural, engineering, environmental, and land surveying services includes those professional services of an architectural, landscape architectural, engineering, environmental, or land surveying nature as well as incidental services that members of these professions and those in their employ may logically or justifiably perform. Construction project management means those services provided by a licensed architect, registered engineer, or licensed general contractor. Any individual or firm proposing to provide construction project management services shall provide evidence that the individual or firm and its personnel carrying out onsite responsibilities have expertise and experience in construction project design review and evaluation, construction mobilization and supervision, bid evaluation, project scheduling, cost- benefit analysis, claims review and negotiation, and general management and administration of a construction project. Environmental services mean those services performed in connection with project development and permit processing in order to comply with federal and state environmental laws. Reference: California Government Code §4527 10.2.3 MINIMUM AUDIT REQUIREMENTS A. Written Procedures Local agencies shall follow the minimum requirements listed below in addition to any local laws and regulations. Reference: California Government Code §4526 B. Conflict of Interest The local agency must develop and maintain a written code of conduct governing the performance of its employees engaged in the award and administration of state funded contracts, including the prevention of conflicts of interest. References: California Government Code §4526 California Government Code §1090 California Government Code §4529.12 C.Records Local agencies shall keep adequate records of all contracts including the procurement, project management, accounting and financial administration. References: California Government Code §4529.14 California Government Code §4006 Page 57 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection D. Full & Open competition All A&E contracts shall be procured through a qualifications based selection utilizing open and fair competition. Evaluate at least three consultants using published evaluation criteria and rank these firms in order of preference. If less than three consultants are evaluated, provide justification for agency file. References: California Government Code §4526 California Government Code §4527 E. Selection Basis Selection of a firm shall be based on qualifications and the order of ranked preference. References: California Government Code §4526 California Government Code §4527 F.Publication Solicitations for A&E contracts shall be in a manner that is open and competitive. Reference: California Government Code §4527 G. Solicitation The solicitations shall include published evaluation criteria to rank in order of preference. Clearly define expectations in the solicitation in order to evaluate firms. Reference: California Government Code §4527 H. Cost Analysis An independent cost comparison to the consultant’s cost proposal shall be done in order to ensure the contract is negotiated at a fair and reasonable price. Reference: California Government Code §4528 I. Negotiations Negotiations must be documented to verify a fair and reasonable contract has been executed using public funds. Reference: California Government Code §4528 J. Audit and Review Process A&E contracts procured by public agencies shall be subject to standard accounting practices and may require financial and performance audits. All agencies shall follow the Audit and Review Process as stated in LAPM Section 10.3: A&E Consultant Audit and Review Process. http://www.dot.ca.gov/hq/LocalPrograms/lam/LAPM/ch10.pdf http://www.dot.ca.gov/hq/LocalPrograms/lam/forms/chapter10/10a.pdf Reference: California Government Code §4529.14 Page 58 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection K. Exhibit 10-C: A&E Consultant Contract Database Exhibit 10-C: A&E Consultant Contract Database must be completed at http://dlaaeoversight.dot.ca.gov/fmi/webd/Exhibit%2010-C (please use Firefox or Chrome if not supported by your browser) prior to contract award, or after contract award but no later than the first invoice. Page 59 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection CA Government Code References California GOV §1090 (a) Members of the Legislature, state, county, district, judicial district, and city officers or employees shall not be financially interested in any contract made by them in their official capacity, or by any body or board of which they are members. Nor shall state, county, district, judicial district, and city officers or employees be purchasers at any sale or vendors at any purchase made by them in their official capacity. (b) An individual shall not aid or abet a Member of the Legislature or a state, county, district, judicial district, or city officer or employee in violating subdivision (a). (c) As used in this article, “district” means any agency of the state formed pursuant to general law or special act, for the local performance of governmental or proprietary functions within limited boundaries. California GOV §4006 Plans, specifications, work authorizations describing work to be performed, and all other information referred to in this chapter are open to inspection and examination as a public record. California GOV §4525 For purposes of this chapter, the following terms have the following meaning: (a) “Firm” means any individual, firm, partnership, corporation, association, or other legal entity permitted by law to practice the profession of architecture, landscape architecture, engineering, environmental services, land surveying, or construction project management. (b) “State agency head” means the secretary, administrator, or head of a department, agency, or bureau of the State of California authorized to contract for architectural, landscape architectural, engineering, environmental, land surveying, and construction project management services. (c) “Local agency head” means the secretary, administrator, or head of a department, agency, or bureau of any city, county, city and county, whether general law or chartered, or any district which is authorized to contract for architectural, landscape architectural, engineering, environmental, land surveying, and construction project management services. (d) “Architectural, landscape architectural, engineering, environmental, and land surveying services” includes those professional services of an architectural, landscape architectural, engineering, environmental, or land surveying nature as well as incidental services that members of these professions and those in their employ may logically or justifiably perform. (e) “Construction project management” means those services provided by a licensed architect, registered engineer, or licensed general contractor which meet the requirements of Section 4529.5 for management and supervision of work performed on state construction projects. (f) “Environmental services” means those services performed in connection with project development and permit processing in order to comply with federal and state environmental laws. “Environmental services” also includes the processing and awarding of claims pursuant to Chapter 6.75 (commencing with Section 25299.10) of Division 20 of the Health and Safety Code. California GOV §4526 Notwithstanding any other provision of law, selection by a state or local agency head for professional services of private architectural, landscape architectural, engineering, environmental, land surveying, or construction project management firms shall be on the basis of demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required. In order to implement this method of selection, state agency heads contracting for private architectural, landscape architectural, professional engineering, environmental, land surveying, and construction project management services shall adopt by regulation, and local agency heads contracting for private architectural, landscape architectural, professional engineering, environmental, land surveying, and construction project management services may adopt by ordinance, procedures that assure that these services are engaged on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the public agencies. Furthermore, these procedures shall assure maximum participation of small business firms, as defined by the Director of General Services pursuant to Section 14837. Page 60 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection In addition, these procedures shall specifically prohibit practices which might result in unlawful activity including, but not limited to, rebates, kickbacks, or other unlawful consideration, and shall specifically prohibit government agency employees from participating in the selection process when those employees have a relationship with a person or business entity seeking a contract under this section which would subject those employees to the prohibition of Section 87100. California GOV §4527 In the procurement of architectural, landscape architectural, engineering, environmental, land surveying, and construction project management services, the state agency head shall encourage firms engaged in the lawful practice of their profession to submit annually a statement of qualifications and performance data. (a) When the selection is by a state agency head, statewide announcement of all projects requiring architectural, landscape architectural, engineering, environmental, land surveying, or construction project management services shall be made by the agency head through publications of the respective professional societies. The agency head, for each proposed project, shall evaluate current statements of qualifications and performance data on file with the agency, together with those that may be submitted by other firms regarding the proposed project, and shall conduct discussions with no less than three firms regarding anticipated concepts and the relative utility of alternative methods of approach for furnishing the required services and then shall select therefrom, in order of preference, based upon criteria established and published by him or her, no less than three of the firms deemed to be the most highly qualified to provide the services required. (b) When the selection is by a local agency head, the agency head may undertake the procedures described in subdivision (a). In addition, these procedures shall specifically prohibit practices which might result in unlawful activity including, but not limited to, rebates, kickbacks, or other unlawful consideration, and shall specifically prohibit government agency employees from participating in the selection process when these employees have a relationship with a person or business entity seeking a contract under this section. California GOV §4528 (a) When the selection is by a state agency head the following procedures shall apply: (1) The state agency head shall negotiate a contract with the best qualified firm for architectural, landscape architectural, engineering, environmental, land surveying, and construction project management services at compensation which the state agency head determines is fair and reasonable to the State of California or the political subdivision involved. (2) Should the state agency head be unable to negotiate a satisfactory contract with the firm considered to be the most qualified, at a price the agency head determines to be fair and reasonable to the State of California or the political subdivision involved, negotiations with that firm shall be formally terminated. The state agency head shall then undertake negotiations with the second most qualified firm. Failing accord with the second most qualified firm, the state agency head shall terminate negotiations. The state agency head shall then undertake negotiations with the third most qualified firm. (3) Should the state agency head be unable to negotiate a satisfactory contract with any of the selected firms, the state agency head shall select additional firms in order of their competence and qualification and continue negotiations in accordance with this chapter until an agreement is reached. (b) When the selection is by a local agency head, the local agency head may undertake the procedures described in subdivision (a). California GOV §4529 This chapter shall not apply where the state or local agency head determines that the services needed are more of a technical nature and involve little professional judgment and that requiring bids would be in the public interest. California GOV §4529.12 All architectural and engineering services shall be procured pursuant to a fair, competitive selection process which prohibits governmental agency employees from participating in the selection process when they have a Page 61 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection financial or business relationship with any private entity seeking the contract, and the procedure shall require compliance with all laws regarding political contributions, conflicts of interest or unlawful activities. California GOV §4529.14 Architectural and engineering services contracts procured by public agencies shall be subject to standard accounting practices and may require financial and performance audits as necessary to ensure contract services are delivered within the agreed schedule and budget. California GOV §4529.20 This act seeks to comprehensively regulate the matters which are contained within its provisions. These are matters of statewide concern and when enacted are intended to apply to charter cities as well as all other governmental entities. Federal Highway Administration Memorandum 2 CFR 200 Implementation Guidance 12/4/2014 Attachment A: FHWA 2 CFR 200 Uniform Guidance – Questions and Answers Question 21: “Will the FHWA/USDOT provide a waiver of the requirements in 2 CFR 200.317 for subrecipients to comply with State procurement requirements or other policies and procedures approved by the State (200.317)?” Answer: Yes. The USDOT requested and received an OMB waiver of the requirements in 2 CFR 200.317 concerning procurement by subrecipients. This waiver provides an exception to the requirement for all subrecipients of a state to follow the procurement requirements in Sections 200.318 through 200.326. The waiver will allow States and subrecipients to continue to use state-approved procurement procedures as they did under part 18 prior to the adoption of the Uniform Guidance. Page 62 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Figure 10.2 State-Only Funded Procurement Criteria To comply with CA Government Code (GC) 4525-4529.5, 48 Code of Federal Regulations (CFR) Part 31: Contract Cost Principles and Procedures, 2 CFR Part 200:Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (excluding sections 200.318-200.326), Caltrans Local Assistance Procedures Manual (LAPM) and other applicable STATE and FEDERAL regulations. A&E Consultants Requirements for LGAs that use State funding Use State requirements below A. Written Procedures GC 4526 B. Conflict of Interest GC 1090, GC 4527(b), GC 4529.12 C. Records GC 4529.14, 4006 D. Full & Open Competition GC 4526, GC 4527, GC 4529.12 E. Selection Basis GC 4526*, 4527 F. Publication GC 4527 G. Solicitation GC 4527 H. Cost Analysis GC 4528 I. Negotiations GC 4528 J. A&I Audit & Review Process GC 4529.14, LAPM Ch. 10, 2 CFR 200 K. Exhibit 10-C: A&E Consultant Contract Database LAPM Ch. 10.2 *Mini Brooks Act - State regulation requiring the initial selection of engineering and architecture firms be based upon qualifications and experience rather than by price. Price is then later negotiated. Page 63 of 69 January 2020 --- Local Assistance Procedures Manual Chapter 10 Consultant Selection 10.3: NON-A&E CONTRACTS Scope This section covers the procurement requirements for the services that are not included in Section 10.1 Federal and Section 10.2 State-Only. This guidance is for contracts utilizing federal-aid funds and state funds. Federal regulations refer to state and local regulations for non-A&E type contracts. Although local agencies are required to follow 2 CFR 200: Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards for all contracts, the Procurement Standards section §200.318-200.326 is exempt. The guidance in this section follows the established regulations in the California Public Contract Code. Depending upon the scope of work, the required contract provisions may need to include the California State Prevailing Wages. Local agency shall designate one person within the local agency as a contract manager. (PCC 10348.5) Determining Non-A&E After identifying that there is a need for consulting services, the local agency shall determine that the services needed are more of a technical nature and involve minimal professional judgement and that requiring a cost proposal would be in the public’s best interest. These type of consultant services that are not directly related to a highway construction project or that are not included in the definition of engineering and design related services are considered non- A&E. The services must not be included in Section 10.2.2 Definition of A&E. The determining factor is whether the services being procured are related to a specific construction project and whether the services require work to be performed, provided by, or under the direction of a registered engineer or architect. Example of Determining Non-A&E Material testing has been requested to ensure quality assurance on a construction project. The service includes only performing the material test and providing material test data. Although the service is related to a construction project, the overall service did not provide an evaluation or a discipline report. In this example, the local agency can determine that the service provided is more of a technical nature and is therefore a non-A&E service. The following is a list of the more common non-A&E services: • Right-of-Way Appraisal • Right-of Way acquisition activities • Conducting public outreach during environmental clearance or construction • Active Transportation Program educational and outreach activities • Intelligent Transportation System (ITS) • Non-Infrastructure Page 64 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Intelligent Transportation System (ITS) Projects Intelligent Transportation System (ITS) means electronic, communications, or information processing used singly or in combination to improve the efficiency or safety of a surface transportation system. ITS projects are those that in whole or in part, funds the acquisition of technologies or systems of technologies that provide significant contributions to the provision of one or more ITS user services as defined in the National ITS Architecture. The federal-aid procurement regulations identify three possible contract procurement procedures for ITS projects including engineering and design related services (A&E), construction, and non-engineering/non-architectural (non-A&E). If ITS projects include physical installation of field devices and/or communications infrastructure, such as new traffic signals, new controller cabinets, changeable message signs, radio and computers, vehicle detectors, and conduits for cabling in the roadway, then that work and required equipment usually meets the definition of construction. The construction contract must be procured based on competitive bidding. If the ITS project involves software development, system integration, hiring engineers and specialists for ITS design and installation support, inspection, design documentation, training and deployment, it may be considered an engineering and design services contract and the contract must be procured as an A&E consultant contract. If the scope of work is unclear as to whether it is an A&E type of work, contact aeoversight@dot.ca.gov for assistance. However, if an ITS project does not meet either the definition of construction or engineering and design services, then the contract may be considered to be a non-A&E consultant contract. Examples of non-A&E consultant contracts are: • The procurement of hardware and software associated with incident management system; • Software systems for arterial and freeway management systems; • Operating the 511 traveler information service; • Nonprofessional services for system support such as independent validation and verification, testing and specification development; For more information regarding Intelligent Transportation Systems (ITS) Program procurement requirements, refer to LAPG, Chapter 13 LAPG Chapter 13: Intelligent Transportation Systems. Non-Infrastructure Projects Non-infrastructure (NI) projects are those transportation-related projects that do not involve either engineering design, Right-of-Way acquisition (for additional guidance refer to LAPM Chapter 13), or the eventual physical construction of transportation facilities. Procurement of non-A&E consultant contracts associated with non-infrastructure projects must follow Non-A&E procurement procedures described in this chapter. For more information on NI projects, refer to LAPM Chapter 3: Project Authorization. Page 65 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Governing Regulations and Codes for Non-A&E When procuring non-A&E services with federal-aid funds, Local agencies must comply with 2 CFR Part 200: Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, excluding sections §200.318-200.326 Procurement Standards (reference Federal Highway Administration December 4, 2014 Memorandum Action: 2 CFR 200 Implementation Guidance, Attachment A). Local agencies must follow the same policies and procedures that the State uses for procurement with its non-Federal funds. When procuring non-A&E services with federal-aid and state-only funds, the governing procurement code is Public Contract Code 10335-10381. Procurement of Non-A&E Consultant Contracts All non-A&E procurements contracts must be conducted in a manner providing full and open competition consistent with federal and state standards. Local agency must meet the code of conduct governing the performance of its employees engaged in the award and administration of federal-aid and state-funded contracts, including the preventions of conflict of interest in PCC 10410. The following are the fundamental rules when procuring a non-A&E consultant contract. 1. The request for proposal (RFP) shall not limit the competition directly or indirectly to any one consultant. The RFP must be publicized and all evaluation factors and their relative importance identified. (PCC 10339) 2. Splitting a single transaction into a series of transactions for the purpose of evading the procurement requirements is not allowed. (PCC 10329) 3. Local agency shall secure at least three competitive proposals for each contract. (PCC 10340) When receiving less than three proposals, refer to the Cost-Effective/Public Interest Finding in this section as an alternative to re-advertisement. 4. No proposals shall be considered which have not been received at the place, and prior to the closing time as stated in the RFP. (PCC 10344(a)) 5. Local agency must have a written procedure for evaluating proposals. (PCC 10344) RFP Basic Requirements A. There are two general types of consulting service contract solicitations: B. Request for Proposal using Cost only C. Request for Proposal using Cost and Qualifications The local agency must include the following in the request for proposal: A. A clear, precise description of the work to be performed or services to be provided. B. Description of the format that proposals shall follow and the elements they shall contain. C. The standards the agency will use in evaluating proposals. This includes qualifications and certifications if applicable. D. The date the proposals are due. Page 66 of 69 January 2020 I Local Assistance Procedures Manual Chapter 10 Consultant Selection E. The procurement schedule that the local agency will follow in reviewing and evaluating the proposals. (PCC 10344) Additional Requirements and Evaluation Criteria Additional Requirements for Request for Proposal using Cost only A. Local agency must require consultants to submit their proposals and cost in a separate, sealed envelope. B. Local agency shall determine those that meet the format requirements and the standards specified in the request for proposal. C. The sealed envelopes containing the price and cost information for those proposals that meet the format requirements and standards shall then be publicly opened and read. D. Contract must be awarded to the lowest responsible consultant meeting the standards. (PCC 10344(b)) Additional Requirements for Request for Proposal using Cost and Qualifications A. Local agency must include in the proposal the description of the evaluation and scoring method. Substantial weight in relationship to all other criteria utilized shall be given to the cost amount proposed by the consultant. B. Local agency shall determine those that meet the format requirements specified in the RFP. C. Local agency evaluation committee must evaluate and score the proposals using the methods specified in the RFP. All evaluation and scoring sheets shall be available for public inspection after the committee scoring process. Evaluation committee should comply to the prevention of conflict of interest in PCC 10410. D. The non-A&E contract shall be awarded to the consultant whose proposal is given the highest score by the evaluation committee. (PCC 10344(c)) When using RFP (Cost and Qualifications), the criteria used to evaluate the consultant’s proposals must have a logical foundation within the scope of work or within other technical requirements contained in the RFP. Each criterion must have a weight or level of importance, and it is recommended that total possible score for the evaluation criteria be one hundred (100) points. The proposed cost should be at least thirty percent (30%) of total points in evaluation criteria. An example RFP for non-A&E is provided on the Local Assistance website at https://dot.ca.gov/- /media/dot-media/programs/local-assistance/documents/ae/files/rfp-example-non-ae.docx and may be modified. Submission of Exhibit 10-C: Consultant Contract Database to Caltrans HQ is not required for non-A&E consultant contracts. Page 67 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection Consultant’s Proposal The consultant’s proposal should include the following information: • Consultant Project Manager – qualifications, roles and responsibilities. • Methodology -description of work and overall approach, specific techniques that will be used and specific administrative and operations expertise to be used. • Workplan and Work Schedule -the technical proposal should include activities and tasks, and their delivery schedule. • Personnel -List of personnel who will be working on the project, and their resumes. • Facilities and resources (If applicable) -Explanation of where the services will be provided and what type of equipment is needed to perform services. • Sub-contracts -Identify all sub-contracts that are to be used, description of each and the work by each sub-consultant/sub-contractor. No work shall be subcontracted unless listed in the technical proposal. Sub-consultant resumes should be provided. • References -The technical proposal should provide at least three (3) clients for whom the proposer has performed work of similar nature to the request. Cost Proposal Worksheet The RFP should provide a standard format for cost proposal that all proposers must include in their proposal. The cost proposal format can be broken down by specific tasks, showing hourly labor rates, level of effort and material, and/or by milestones and deliverables. Local agency is not required to award a contract if it is determined that the contract price is not reasonable. (PCC 10340(c)) DBE Consideration DBE consideration is required on all federal-aid funded contracts including non-A&E. Administrative Requirements Advertisement for RFPs may be through the local agency website, local publications, and national publications. Minimum solicitation time is 14 calendar days. The solicitation should inform potential qualified consultants that questions must be submitted in writing to the Agency Contract Manager/Administrator by a specified date and time. All pertinent technical information and answers to consultant’s questions shall be provided to all potential consultants. Written responses to all questions will be collectively compiled and provided as an addendum. A proposal may be considered nonresponsive and rejected without evaluation if all required information is not provided. Proposals without information regarding, or not meeting, the required DBE utilization goal or without a Good Faith Effort documentation, late submittals, submittals to the wrong location, or submittals with inadequate copies are considered nonresponsive and shall be rejected. Submittal of additional information after the due date shall not be allowed. Documentation of when each proposal was received must be maintained in the project files. Copies of date stamped envelope covers or box tops are recommended. Page 68 of 69 January 2020 Local Assistance Procedures Manual Chapter 10 Consultant Selection No consultant who has been awarded a consulting service contract may be awarded a subsequent contract for the services or goods which are required as an end product of the consulting service contract, unless the subcontract is no more than 10 percent of the total monetary value of the consulting services contract. Excludes A&E contracts. (PCC 10365.5) Contracts may be modified or amended only if the contracts so provide. Amendments must be requested and executed prior to the termination date of the most recently approved original or amended contract. All records of contract activities shall be kept for three years after federal final voucher E-76 or state final voucher for State-Only funds. Costs are reimbursable after state allocation by the California Transportation Commission (CTC) and/or the issuance of the federal E-76. The per diem rate shall not exceed the state rate. Contract Managers are responsible for monitoring expenditures on all contracts and verifying categories of work that require prevailing wage. A person in Responsible Charge of contract management is required for all federally funded projects. Oral Presentations Optional When oral presentations are required by the local agency, the evaluation criteria must include factors/sub-factors and weights used to score the proposers performance at the oral presentation. The evaluation committee will only be able to score each proposer based upon these criteria. The Contract Manager/Administrator should develop a set of questions related to the scope of work or the project to be asked during the evaluation committee question and answer (Q & A) section of the oral presentations. All proposers are asked the same questions for consistency. The committee must also evaluate reference checks and other information gathered independently. Reference checks shall be completed and other information gathered before the interviews are conducted. If necessary, the results of the reference checks or other information may be discussed with the highest ranked qualified consultants at the interviews. Cost-Effective / Public Interest Finding A minimum of three proposal must be evaluated to establish effective competition. Any agency that has received less than three proposals on a contract shall document the names and addresses of the firms or individuals it solicited for proposals. Prepare an explanation as to why less than three proposals were received. When only two proposals are received, a justification must be documented to proceed with the procurement. When only one proposal is received, a Non-Competitive process must be justified and a Public Interest Finding (PIF) (LAPM Exhibit 12- F:Cost-Effective/Public Interest Finding) must be documented. In either case, the re- advertisement of the RFP should be considered as an option. Retain document as supporting documentation in the contract file. (PCC 10340(c)) Protest / Appeals / Reinstatement Procedures Both state and federal regulations require well-defined protest/reinstatement procedures. It is essential that the procedures include a reasonable opportunity for the prospective consultant to present his/her case. The appeals procedures strengthen the process by which the contracting agency reaches its ultimate goal and helps defends its action against a claim of lack of due process. A termination clause and a provision for settlement of contract disputes are required. Protest procedures and dispute resolution processes should be in accordance with PCC 10345. Page 69 of 69 January 2020 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-724 Agenda Date:10/28/2020 Version:1 Item #:10. Report regarding a resolution authorizing the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68)Per Capita Grant for a total amount not to exceed $218,949 for improvements of Gardiner Park,and acceptance of grant funding if awarded.(Greg Mediati,Deputy Director of Parks and Recreation) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68)Per Capita Grant Program for a total amount not to exceed $218,949 for improvements of Gardiner Park,and acceptance of grant funding if awarded. BACKGROUND/DISCUSSION The State of California Parks Per Capita Grant Program is funded through the California Drought,Water,Parks, Climate,Coastal Protection,and Outdoor Access For All Act of 2018 (Proposition 68),which passed on June 5, 2018.Among its provisions,the bond authorized the Legislature to appropriate $198,875,000 to city and county governments on a per capita basis for park rehabilitation efforts and new park construction. The City of South San Francisco is eligible for up to $177,000 in base Per Capita Grant funding,plus $41,949 in additional bonus funding for being located within an urbanized county with a population of 500,000 individuals or more,for a total grant amount not to exceed $218,949.Funding in this amount is guaranteed so long as applicants complete a grant application,adopt a resolution with their governing bodies to approve filing of the grant application, and the proposed project meets all eligibility requirements. Staff is currently developing the grant application in coordination with Townsend Public Affairs,however staff anticipates completing the grant application to retroactively fund improvements of Gardiner Park,which recently completed construction.As members of the City Council are aware,these improvements include wholesale renovation of Gardiner Park,including new retaining walls,pathways,security lighting,playground equipment,a basketball court,entryway signage,benches,a future mural,and landscaping.This work was funded using Parks Fees, General Funds, and State of California’s Housing Related Parks Program grant. Staff has consulted with State of California grant officers to confirm this project is eligible for funding retroactively,even though construction is completed.Gardiner Park was selected as it meets all grant criteria, and grant reporting will be easily completed and can be closed out in relatively short order,which will allow park fees to be made available for other park improvements within Park-in-Lieu Fee Zone Four.Zone Four includes all of South San Francisco east of El Camino Real.Staff will be reviewing priorities for future parks projects with the City Council, including the Parks 11 Program, in the coming months. Applications are due December 2021,however,it is recommended that agencies and their governing bodies adopt resolutions now authorizing the acceptance of grant funds. FISCAL IMPACT If accepted,the $218,949 in State funding will allow that same amount of park fees to be reallocated for otherCity of South San Francisco Printed on 10/22/2020Page 1 of 2 powered by Legistar™ File #:20-724 Agenda Date:10/28/2020 Version:1 Item #:10. If accepted,the $218,949 in State funding will allow that same amount of park fees to be reallocated for other park improvements within Zone Four. RELATIONSHIP TO STRATEGIC PLAN This item before the City Council supports the City’s Quality of Life strategic goal by providing additional funding for improved park amenities for residents. CONCLUSION It is recommended that the City Council adopt a resolution approving the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68) Per Capita Grant Program for a total amount not to exceed $218,949 for improvements of Gardiner Park and acceptance of grant funding if awarded. Doing so will allow for additional funding for parks projects in South San Francisco. City of South San Francisco Printed on 10/22/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-725 Agenda Date:10/28/2020 Version:1 Item #:10a. Resolution approving the filing of a grant application for the State of California Parks and Water Bond Act of 2018 (Proposition 68) Per Capita Grant for a total amount not to exceed $218,949, and acceptance of grant funding if awarded. WHEREAS,the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Per Capita Grant Program,setting up necessary procedures governing application(s); and WHEREAS,said procedures established by the State Department of Parks and Recreation require the grantee’s Governing Body to certify by resolution the approval of project application(s)before submission of said applications to the State; and WHEREAS, the grantee will enter into a contract(s) with the State of California to complete project(s); NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: 1.Approves the filing of project application(s) for Per Capita program grant project(s); and 2.Certifies that said grantee has or will have available,prior to commencement of project work utilizing Per Capita funding, sufficient funds to complete the project(s); and 3.Certifies that the grantee has or will have sufficient funds to operate and maintain the project(s); and 4.Certifies that all projects proposed will be consistent with the park and recreation element of the City of South San Francisco’s general or recreation plan (PRC §80063(a)); and 5.Certifies that these funds will be used to supplement,not supplant,local revenues in existence as of June 5, 2018 (PRC §80062(d)); and 6.Certifies that it will comply with the provisions of §1771.5 of the State Labor Code; and 7.(PRC §80001(b)(8)(A-G))To the extent practicable,as identified in the “Presidential Memorandum-- Promoting Diversity and Inclusion in Our National Parks,National Forests,and Other Public Lands and Waters,”dated January 12,2017,the City of South San Francisco will consider a range of actions that include, but are not limited to, the following: (A)Conducting active outreach to diverse populations,particularly minority,low-income, and disabled populations and tribal communities,to increase awareness within those City of South San Francisco Printed on 10/30/2020Page 1 of 2 powered by Legistar™ File #:20-725 Agenda Date:10/28/2020 Version:1 Item #:10a. communities and the public generally about specific programs and opportunities. (B)Mentoring new environmental,outdoor recreation,and conservation leaders to increase diverse representation across these areas. (C)Creating new partnerships with state,local,tribal,private,and nonprofit organizations to expand access for diverse populations. (D)Identifying and implementing improvements to existing programs to increase visitation and access by diverse populations,particularly minority,low-income,and disabled populations and tribal communities. (E)Expanding the use of multilingual and culturally appropriate materials in public communications and educational strategies,including through social media strategies,as appropriate, that target diverse populations. (F)Developing or expanding coordinated efforts to promote youth engagement and empowerment,including fostering new partnerships with diversity-serving and youth- serving organizations, urban areas, and programs. (G) Identifying possible staff liaisons to diverse populations. 1.Agrees that to the extent practicable,the project(s)will provide workforce education and training, contractor and job opportunities for disadvantaged communities (PRC §80001(b)(5)). 2.Certifies that the grantee shall not reduce the amount of funding otherwise available to be spent on parks or other projects eligible for funds under this division in its jurisdiction.A one-time allocation of other funding that has been expended for parks or other projects,but which is not available on an ongoing basis,shall not be considered when calculating a recipient’s annual expenditures.(PRC §80062 (d)). 3.Certifies that the grantee has reviewed,understands,and agrees to the General Provisions contained in the contract shown in the Procedural Guide; and 4.Delegates the authority to the City Manager,or designee to conduct all negotiations,sign and submit all documents,including,but not limited to applications,agreements,amendments,and payment requests, which may be necessary for the completion of the grant scope(s); and 5.Agrees to comply with all applicable federal,state and local laws,ordinances,rules,regulations and guidelines. 6.Accepts grant funding from the Per Capita Grant Program for a total amount not to exceed $218,949 if the grant funding is awarded. ***** City of South San Francisco Printed on 10/30/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-741 Agenda Date:10/28/2020 Version:1 Item #:11. Report regarding a resolution accepting a Federal Emergency Management Agency (FEMA)grant in the amount of $65,650.45;authorizing the use of Public Safety Impact Fees in an amount not to exceed $15,630.40;approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85;and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons,Inc.for the purchase of firehose in an amount not to exceed $81,280.85. (Jesus Magallanes, Fire Chief) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting a Federal Emergency Management Agency (FEMA)grant in the amount of $65,650.45;authorizing the use of Public Safety Impact Fees in an amount not to exceed $15,630.40;approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85;and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons, Inc. for the purchase of firehose in an amount not to exceed $81,280.85. BACKGROUND/DISCUSSION The Fire Department recommends accepting the 2019 FEMA Assistance to Firefighters Grant and utilizing the funding to offset the purchase of new small diameter firehose.Fire Staff has selected LN Curtis and Sons,Inc. as the recommended vendor based on a competitive bid process that meets or exceeds the City’s purchasing policies. In 2019,Fire Department staff identified the need to replace its small diameter hose supply based on its aging condition and frequent need for repair.Service life for firehose is not dictated by age,but by condition.This supply was mostly purchased in 2007 with the assistance of a FEMA grant.When purchased,this hose was lighter and designed to withstand higher operating pressures required for high-rise firefighting.The newly identified hose (Attachment 1,Fire Hose Specifications)meets the same operating pressures and weighs less than our current compliment of small diameter hose.During trial use,the department has found the hose to exceed its performance expectations. During the replacement planning process,FEMA grant funding was identified as a possible source.The department applied for,and was awarded,a 2019 FEMA grant for $65,650.45 (Attachment 2,Grant Award Package)to replace our current small diameter firehose.The grant award was reduced by $17,193.45 from the original requested amount of $89,408.95.Through an unanticipated reduction in bid amounts,and with the utilization of Public Safety Impact Fees to offset the project cost,the department is able to purchase the identified amount of firehose. The recommended small diameter firehose meets or exceeds the specifications of our current inventory.The requested amount will allow all of our fire apparatus,both front-line and reserve,to receive a full,new, compliment of small diameter firehose. Service life for this hose is expected to be at least 10 years. With the acceptance of this grant,and firehose purchase,the fire department is able to address an identified equipment need and provide quality equipment that is utilized daily.The new hose will meet the changingCity of South San Francisco Printed on 10/22/2020Page 1 of 3 powered by Legistar™ File #:20-741 Agenda Date:10/28/2020 Version:1 Item #:11. equipment need and provide quality equipment that is utilized daily.The new hose will meet the changing demand placed on the department and provide a reliable firefighting tool for the next decade.Maintaining operable firehose remains essential to support the department’s mission. Open Market Procedure This purchase aligns with City of South San Francisco Municipal Code §4.04.080,Open market procedures for purchases and sales exclusive of public project, which requires that at least three written bids shall be submitted to the department head for items over twenty-five thousand dollars except professional services (Attachment 3, Quotes). Department head shall keep a record of all open market bids for a period of one year after the submission of bids or the placing of orders. Said record, while so kept, shall be open to public inspection. Staff issued a request for quotes and received five. Below are the top three responsive quotes: LN Curtis and Sons, Inc. $81,280.85 The Adam Hill Company $83,433.12 Anchor Down Enterprise LLC $95,000.00 Staff selected as the most responsive quote,LN Curtis and Sons,Inc.,as they have met all of the bid requirements and have presented the most competitive bid price. FISCAL IMPACT The FEMA grant award provides $65,650.45 in funds to offset the small diameter firehose replacement cost. The required grant match of $6,565.05,or 10 percent of the hose cost is the responsibility of the City of South San Francisco;the Public Safety Impact Fee (PSIF)fund allows for up to 25.6 percent of fire equipment to be paid for by the fees collected from new development in South San Francisco.However,staff recommends appropriating 19.23 percent PSIF contribution to offset the grant reduction and fully equip the Fire Department fleet with the small diameter firehose.No additional costs are anticipated to successfully complete the hose purchase. The cost of this proposed purchase agreement with LN Curtis and Sons,Inc.would be in the amount of $81,280.85.The FEMA awarded grant will contribute $65,650.45 towards the purchase.PSIF funds will provide 19.23 percent, or $15,630.40 of the proposed cost. Budget amendment 21.020 will increase the Fire Department operating budget in the amount of $81,280.85 from the identified funding sources allowing for purchase of small diameter firehose. RELATIONSHIP TO STRATEGIC PLAN This request is in alignment with Priority #3,Public Safety;skilled police,fire,emergency medical and disaster management programs. CONCLUSION Fire staff recommends that City Council adopt a resolution accepting a Federal Emergency Management Agency (FEMA)grant in the amount of $65,650.45;authorizing the use of Public Safety Impact Fees in an amount not to exceed $15,630.40;approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85;and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons,Inc.for the purchase of firehose in an amount not to exceed $81,280.85.By authorizing the purchase of this firehose, staff will be able to support the safety of fire personnel,replace the department’s aging inventory of small City of South San Francisco Printed on 10/22/2020Page 2 of 3 powered by Legistar™ File #:20-741 Agenda Date:10/28/2020 Version:1 Item #:11. staff will be able to support the safety of fire personnel,replace the department’s aging inventory of small diameter firehose,and allow the department to continue to provide safe and effective emergency service to our community. Attachments: 1.Grant Award Package 2.Firehose Specification Sheet 3.Quotes City of South San Francisco Printed on 10/22/2020Page 3 of 3 powered by Legistar™ Award Letter U.S. Department of Homeland Security Washington, D.C. 20472 Matthew Samson SOUTH SAN FRANCISCO, CITY OF 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA 94080 EMW-2019-FG-00408 Dear Matthew Samson, Congratulations on behalf of the Department of Homeland Security. Your application submitted for the Fiscal Year (FY) 2019 Assistance to Firefighters Grant (AFG) Grant funding opportunity has been approved in the amount of $65,650.45 in Federal funding. As a condition of this grant, you are required to contribute non-Federal funds equal to or greater than 10.0% of the Federal funds awarded, or $6,565.05 for a total approved budget of $72,215.50. Please see the FY 2019 AFG Notice of Funding Opportunity for information on how to meet this cost share requirement. Before you request and receive any of the Federal funds awarded to you, you must establish acceptance of the award through the FEMA Grants Outcomes (FEMA GO) system. By accepting this award, you acknowledge that the terms of the following documents are incorporated into the terms of your award: Summary Award Memo - included in this document Agreement Articles - included in this document Obligating Document - included in this document 2019 AFG Notice of Funding Opportunity (NOFO) - incorporated by reference Please make sure you read, understand, and maintain a copy of these documents in your official file for this award. Sincerely, Christopher Logan Acting Assistant Administrator Grant Programs Directorate Summary Award Memo Program: Fiscal Year 2019 Assistance to Firefighters Grant Recipient: SOUTH SAN FRANCISCO, CITY OF DUNS number: 616945275 Award number: EMW-2019-FG-00408 Summary description of award The purpose of the Assistance to Firefighters Grant program is to protect the health and safety of the public and firefighting personnel against fire and fire-related hazards. After careful consideration, FEMA has determined that the recipient`s project or projects submitted as part of the recipient`s application and detailed in the project narrative as well as the request details section of the application - including budget information - was consistent with the Assistance to Firefighters Grant Program`s purpose and was worthy of award. Except as otherwise approved as noted in this award, the information you provided in your application for FY2019 Assistance to Firefighters Grants funding is incorporated into the terms and conditions of this award. This includes any documents submitted as part of the application. Amount awarded The amount of the award is detailed in the attached Obligating Document for Award. The following are the budgeted estimates for object classes for this award (including Federal share plus your cost share, if applicable): Approved scope of work After review of your application, FEMA has approved the below scope of work. Justifications are provided for any differences between the scope of work in the original application and the approved scope of work under this award. You must submit scope or budget revision requests for FEMA`s prior approval, via an amendment request, as appropriate per 2 C.F.R. § 200.308 and the FY2019 AFG NOFO. Approved request details: Equipment Object Class Total Personnel $0.00 Fringe benefits $0.00 Travel $0.00 Equipment $65,800.00 Supplies $0.00 Contractual $0.00 Construction $0.00 Other $6,415.50 Indirect charges $0.00 Federal $65,650.45 Non-federal $6,565.05 Total $72,215.50 Program Income $0.00 Hose (Attack/Supply) DESCRIPTION 50 foot lengths of 1 3/4" double jacket, coupled, structural fire attack hose. QUANTITY UNIT PRICE TOTAL BUDGET CLASS EquipmentCost 1 140 $190.00 $26,600.00 CHANGE FROM APPLICATION Cost 1 Price from $262.90 to $190.00 JUSTIFICATION This reduction is because the cost you requested for 1 3/4" Hose exceeds the average price range calculated from market research and prior awards for the same item. Hose (Attack/Supply) DESCRIPTION Sales tax of 9.75% for the complete order QUANTITY UNIT PRICE TOTAL BUDGET CLASS OtherCost 1 1 $6,415.50 $6,415.50 CHANGE FROM APPLICATION Cost 1 Price from $7,942.95 to $6,415.50 JUSTIFICATION This reduction is based on the reductions to the Unit Price totals for the 1 3/4" and 2 1/2" hose. Hose (Attack/Supply) DESCRIPTION 50 foot lengths of 2 1/2" double jacket, coupled, structural fire attack hose. QUANTITY UNIT PRICE TOTAL BUDGET CLASS EquipmentCost 1 140 $280.00 $39,200.00 CHANGE FROM APPLICATION Cost 1 Price from $319.00 to $280.00 JUSTIFICATION This reduction is because the cost you requested for 2 1/2" Hose exceeds the average price range calculated from market research and prior awards for the same item. Agreement Articles Program: Fiscal Year 2019 Assistance to Firefighters Grant Recipient: SOUTH SAN FRANCISCO, CITY OF DUNS number: 616945275 Award number: EMW-2019-FG-00408 Table of contents Article 1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications Article 2 DHS Specific Acknowledgements and Assurances Article 3 Acknowledgement of Federal Funding from DHS Article 4 Activities Conducted Abroad Article 5 Age Discrimination Act of 1975 Article 6 Americans with Disabilities Act of 1990 Article 7 Best Practices for Collection and Use of Personally Identifiable Information (PII) Article 8 Civil Rights Act of 1964 – Title VI Article 9 Civil Rights Act of 1968 Article 10 Copyright Article 11 Debarment and Suspension Article 12 Drug-Free Workplace Regulations Article 13 Duplication of Benefits Article 14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX Article 15 Energy Policy and Conservation Act Article 16 False Claims Act and Program Fraud Civil Remedies Article 17 Federal Debt Status Article 18 Federal Leadership on Reducing Text Messaging while Driving Article 19 Fly America Act of 1974 Article 20 Hotel and Motel Fire Safety Act of 1990 Article 21 Limited English Proficiency (Civil Rights Act of 1964, Title VI) Article 22 Lobbying Prohibitions Article 23 National Environmental Policy Act Article 24 Nondiscrimination in Matters Pertaining to Faith-Based Organizations Article 25 Non-supplanting Requirement Article 26 Notice of Funding Opportunity Requirements Article 27 Patents and Intellectual Property Rights Article 28 Procurement of Recovered Materials Article 29 Rehabilitation Act of 1973 Article 30 Reporting of Matters Related to Recipient Integrity and Performance Article 31 Reporting Subawards and Executive Compensation Article 32 SAFECOM Article 33 Terrorist Financing Article 34 Trafficking Victims Protection Act of 2000 (TVPA) Article 35 Universal Identifier and System of Award Management (SAM) Article 36 USA Patriot Act of 2001 Article 37 Use of DHS Seal, Logo and Flags Article 38 Whistleblower Protection Act Article 39 Acceptance of Post Award Changes Article 40 Prior Approval for Modification of Approved Budget Article 41 Disposition of Equipment Acquired Under the Federal Award Article 42 Environmental Planning and Historic Preservation Article 1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications DHS financial assistance recipients must complete either the Office of Management and Budget (OMB) Standard Form 424B Assurances – Non- Construction Programs, or OMB Standard Form 424D Assurances – Construction Programs, as applicable. Certain assurances in these documents may not be applicable to your program, and the DHS financial assistance office (DHS FAO) may require applicants to certify additional assurances. Applicants are required to fill out the assurances applicable to their program as instructed by the awarding agency. Please contact the DHS FAO if you have any questions. DHS financial assistance recipients are required to follow the applicable provisions of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards located at Title 2, Code of Federal Regulations (C.F.R.) Part 200, and adopted by DHS at 2 C.F.R. Part 3002. Article 2 DHS Specific Acknowledgements and Assurances All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. 1. Recipients must cooperate with any compliance reviews or compliance investigations conducted by DHS. 2. Recipients must give DHS access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. 4. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. 5. Recipients of federal financial assistance from DHS must complete the DHS Civil Rights Evaluation Tool within thirty (30) days of receipt of the Notice of Award or, for State Administering Agencies, thirty (30) days from receipt of the DHS Civil Rights Evaluation Tool from DHS or its awarding component agency. Recipients are required to provide this information once every two (2) years, not every time an award is made. After the initial submission for the first award under which this term applies, recipients are only required to submit updates every two years, not every time a grant is awarded. Recipients should submit the completed tool, including supporting materials to CivilRightsEvaluation@hq.dhs.gov. This tool clarifies the civil rights obligations and related reporting requirements contained in the DHS Standard Terms and Conditions. Subrecipients are not required to complete and submit this tool to DHS. The evaluation tool can be found at https://www.dhs.gov/publication/dhs- civil-rights-evaluation-tool. 6. The DHS Office for Civil Rights and Civil Liberties will consider, in its discretion, granting an extension if the recipient identifies steps and a timeline for completing the tool. Recipients should request extensions by emailing the request to CivilRightsEvaluation@hq.dhs.gov prior to expiration of the 30-day deadline. Article 3 Acknowledgement of Federal Funding from DHS Recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposal, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds. Article 4 Activities Conducted Abroad Recipients must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. Article 5 Age Discrimination Act of 1975 Recipients must comply with the requirements of the Age Discrimination Act of 1975, Pub. L. No. 94-135 (1975) (codified as amended at Title 42, U.S. Code, § 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance. Article 6 Americans with Disabilities Act of 1990 Recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, Pub. L. No. 101-336 (1990) (codified as amended at 42 U.S.C. §§ 12101–12213), which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities. Article 7 Best Practices for Collection and Use of Personally Identifiable Information (PII) Recipients who collect PII are required to have a publicly available privacy policy that describes standards on the usage and maintenance of the PII they collect. DHS defines personally identifiable information (PII) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy Template as useful resources respectively. Article 8 Civil Rights Act of 1964 – Title VI Recipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (codified as amended at 42 U.S.C. § 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. DHS implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7. Article 9 Civil Rights Act of 1968 Recipients must comply with Title VIII of the Civil Rights Act of 1968, Pub. L. No. 90-284, as amended through Pub. L. 113-4, which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (see 42 U.S.C. § 3601 et seq.), as implemented by the U.S. Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)—be designed and constructed with certain accessible features. (See 24 C.F.R. Part 100, Subpart D.) Article 10 Copyright Recipients must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards. Article 11 Debarment and Suspension Recipients are subject to the non-procurement debarment and suspension regulations implementing Executive Orders (E.O.) 12549 and 12689, which are at 2 C.F.R. Part 180 as adopted by DHS at 2 C.F.R. Part 3000. These regulations restrict federal financial assistance awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. Article 12 Drug-Free Workplace Regulations Recipients must comply with drug-free workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 2 C.F.R. Part 3001, which adopts the Government-wide implementation (2 C.F.R. Part 182) of Sec. 5152-5158 of the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 8101-8106). Article 13 Duplication of Benefits Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies; to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions; or for other reasons. However, these prohibitions would not preclude recipients from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions. Article 14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX Recipients must comply with the requirements of Title IX of the Education Amendments of 1972, Pub. L. No. 92-318 (1972) (codified as amended at 20 U.S.C. § 1681 et seq.), which provide that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving federal financial assistance. DHS implementing regulations are codified at 6 C.F.R. Part 17 and 44 C.F.R. Part 19. Article 15 Energy Policy and Conservation Act Recipients must comply with the requirements of the Energy Policy and Conservation Act, Pub. L. No. 94- 163 (1975) (codified as amended at 42 U.S.C. § 6201 et seq.), which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act. Article 16 False Claims Act and Program Fraud Civil Remedies Recipients must comply with the requirements of the False Claims Act, 31 U.S.C. §§ 3729-3733, which prohibits the submission of false or fraudulent claims for payment to the federal government. (See 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made.) Article 17 Federal Debt Status All recipients are required to be non-delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. (See OMB Circular A-129.) Article 18 Federal Leadership on Reducing Text Messaging while Driving Recipients are encouraged to adopt and enforce policies that ban text messaging while driving as described in E.O. 13513, including conducting initiatives described in Section 3(a) of the Order when on official government business or when performing any work for or on behalf of the federal government. Article 19 Fly America Act of 1974 Recipients must comply with Preference for U.S. Flag Air Carriers (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, 49 U.S.C. § 40118, and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942. Article 20 Hotel and Motel Fire Safety Act of 1990 In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, 15 U.S.C. § 2225a, recipients must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, (codified as amended at 15 U.S.C. § 2225.) Article 21 Limited English Proficiency (Civil Rights Act of 1964, Title VI) Recipients must comply with Title VI of the Civil Rights Act of 1964, (42 U.S.C. § 2000d et seq.) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. For additional assistance and information regarding language access obligations, please refer to the DHS Recipient Guidance: https://www.dhs.gov/guidance- published-help-department- supported-organizations-provide-meaningful-access-people-limited and additional resources on http://www.lep.gov. Article 22 Lobbying Prohibitions Recipients must comply with 31 U.S.C. § 1352, which provides that none of the funds provided under a federal financial assistance award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action related to a federal award or contract, including any extension, continuation, renewal, amendment, or modification. Article 23 National Environmental Policy Act Recipients must comply with the requirements of the National Environmental Policy Act of 1969 (NEPA), Pub. L. No. 91-190 (1970) (codified as amended at 42 U.S.C. § 4321 et seq.) and the Council on Environmental Quality (CEQ) Regulations for Implementing the Procedural Provisions of NEPA, which require recipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans. Article 24 Nondiscrimination in Matters Pertaining to Faith-Based Organizations It is DHS policy to ensure the equal treatment of faith-based organizations in social service programs administered or supported by DHS or its component agencies, enabling those organizations to participate in providing important social services to beneficiaries. Recipients must comply with the equal treatment policies and requirements contained in 6 C.F.R. Part 19 and other applicable statues, regulations, and guidance governing the participations of faith-based organizations in individual DHS programs. Article 25 Non-supplanting Requirement Recipients receiving federal financial assistance awards made under programs that prohibit supplanting by law must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non- federal sources. Article 26 Notice of Funding Opportunity Requirements All the instructions, guidance, limitations, and other conditions set forth in the Notice of Funding Opportunity (NOFO) for this program are incorporated here by reference in the award terms and conditions. All recipients must comply with any such requirements set forth in the program NOFO. Article 27 Patents and Intellectual Property Rights Recipients are subject to the Bayh-Dole Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14. Article 28 Procurement of Recovered Materials States, political subdivisions of states, and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965), (codified as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6962.) The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. Article 29 Rehabilitation Act of 1973 Recipients must comply with the requirements of Section 504 of the Rehabilitation Act of 1973, Pub. L. No. 93-112 (1973), (codified as amended at 29 U.S.C. § 794,) which provides that no otherwise qualified handicapped individuals in the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Article 30 Reporting of Matters Related to Recipient Integrity and Performance If the total value of any currently active grants, cooperative agreements, and procurement contracts from all federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this federal award, then the recipients must comply with the requirements set forth in the government- wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated here by reference in the award terms and conditions. Article 31 Reporting Subawards and Executive Compensation Recipients are required to comply with the requirements set forth in the government-wide award term on Reporting Subawards and Executive Compensation located at 2 C.F.R. Part 170, Appendix A, the full text of which is incorporated here by reference in the award terms and conditions. Article 32 SAFECOM Recipients receiving federal financial assistance awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. Article 33 Terrorist Financing Recipients must comply with E.O. 13224 and U.S. laws that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible to ensure compliance with the Order and laws. Article 34 Trafficking Victims Protection Act of 2000 (TVPA) Recipients must comply with the requirements of the government-wide financial assistance award term which implements Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), codified as amended at 22 U.S.C. § 7104. The award term is located at 2 C.F.R. § 175.15, the full text of which is incorporated here by reference. Article 35 Universal Identifier and System of Award Management (SAM) Recipients are required to comply with the requirements set forth in the government-wide financial assistance award term regarding the System for Award Management and Universal Identifier Requirements located at 2 C.F.R. Part 25, Appendix A, the full text of which is incorporated here by reference. Article 36 USA Patriot Act of 2001 Recipients must comply with requirements of Section 817 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Pub. L. No. 107-56, which amends 18 U.S.C. §§ 175–175c. Article 37 Use of DHS Seal, Logo and Flags Recipients must obtain permission from their DHS FAO prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. Article 38 Whistleblower Protection Act Recipients must comply with the statutory requirements for whistleblower protections (if applicable) at 10 U.S.C § 2409, 41 U.S.C. § 4712, and 10 U.S.C. § 2324, 41 U.S.C. §§ 4304 and 4310. Article 39 Acceptance of Post Award Changes In the event FEMA determines that changes are necessary to the award document after an award has been made, including changes to period of performance or terms and conditions, recipients will be notified of the changes in writing. Once notification has been made, any subsequent request for funds will indicate recipient acceptance of the changes to the award. Please call the FEMA/GMD Call Center at (866) 927-5646 or via e-mail to ASK-GMD@dhs.gov if you have any questions. Article 40 Prior Approval for Modification of Approved Budget Before making any change to the DHS/FEMA approved budget for this award, you must request prior written approval from DHS/FEMA where required by 2 C.F.R. § 200.308. DHS/FEMA is also utilizing its discretion to impose an additional restriction under 2 C.F.R. § 200.308(e) regarding the transfer of funds among direct cost categories, programs, functions, or activities. Therefore, for awards with an approved budget where the Federal share is greater than the simplified acquisition threshold (currently $250,000), you may not transfer funds among direct cost categories, programs, functions, or activities without prior written approval from DHS/FEMA where the cumulative amount of such transfers exceeds or is expected to exceed ten percent (10%) of the total budget DHS/FEMA last approved. You must report any deviations from your DHS/FEMA approved budget in the first Federal Financial Report (SF-425) you submit following any budget deviation, regardless of whether the budget deviation requires prior written approval. Article 41 Disposition of Equipment Acquired Under the Federal Award When original or replacement equipment acquired under this award by the recipient or its subrecipients is no longer needed for the original project or program or for other activities currently or previously supported by DHS/FEMA, you must request instructions from DHS/FEMA to make proper disposition of the equipment pursuant to 2 C.F.R. § 200.313. Article 42 Environmental Planning and Historic Preservation DHS/FEMA funded activities that may require an EHP review are subject to FEMA's Environmental Planning and Historic Preservation (EHP) review process. This review does not address all Federal, state, and local requirements. Acceptance of Federal funding requires recipient to comply with all Federal, state and local laws. Failure to obtain all appropriate federal, state and local environmental permits and clearances may jeopardize Federal funding.DHS/FEMA is required to consider the potential impacts to natural and cultural resources of all projects funded by DHS/FEMA grant funds, through its EHP Review process, as mandated by the National Environmental Policy Act; National Historic Preservation Act of 1966, as amended; National Flood Insurance Program regulations; and, any other applicable laws and Executive Orders. To access the FEMA's Environmental and Historic Preservation (EHP) screening form and instructions go to the DHS/FEMA website at: https://www.fema.gov/media-library/assets/documents/90195. In order to initiate EHP review of your project(s), you must complete all relevant sections of this form and submit it to the Grant Programs Directorate (GPD) along with all other pertinent project information. Failure to provide requisite information could result in delays in the release of grant funds.If ground disturbing activities occur during construction, applicant will monitor ground disturbance, and if any potential archeological resources are discovered, applicant will immediately cease work in that area and notify the pass-through entity, if applicable, and DHS/FEMA. Obligating document 1.Agreement No. EMW-2019-FG- 00408 2. Amendment No. N/A 3. Recipient No. 946000435 4. Type of Action AWARD 5. Control No. WX02929N2020T 6. Recipient Name and Address SOUTH SAN FRANCISCO, CITY OF 33 ARROYO DR STE C SOUTH SAN FRANCISCO, CA 94080 7. Issuing FEMA Office and Address Grant Programs Directorate 500 C Street, S.W. Washington DC, 20528-7000 1-866-927-5646 8. Payment Office and Address FEMA, Financial Services Branch 500 C Street, S.W., Room 723 Washington DC, 20742 9. Name of Recipient Project Officer Matthew Samson 9a. Phone No. 6508293950 10. Name of FEMA Project Coordinator Assistance to Firefighters Grant Program 10a. Phone No. 1-866-274- 0960 11. Effective Date of This Action 08/16/2020 12. Method of Payment OTHER - FEMA GO 13. Assistance Arrangement COST SHARING 14. Performance Period 08/23/2020 to 08/22/2021 Budget Period 08/23/2020 to 08/22/2021 15. Description of Action a. (Indicate funding data for awards or financial changes) Program Name Abbreviation Assistance Listings No. Accounting Data(ACCS Code) Prior Total Award Amount Awarded This Action + or (-) Current Total Award Cumulative Non-Federal Commitment AFG 97.044 2020-F9- GB01 - P431-xxxx- 4101-D $0.00 $65,650.45 $65,650.45 $6,565.05 Totals $0.00 $65,650.45 $65,650.45 $6,565.05 b. To describe changes other than funding data or financial changes, attach schedule and check here: N/A 16.FOR NON-DISASTER PROGRAMS: RECIPIENT IS REQUIRED TO SIGN AND RETURN THREE (3) COPIES OF THIS DOCUMENT TO FEMA (See Block 7 for address) This field is not applicable for digitally signed grant agreements 17. RECIPIENT SIGNATORY OFFICIAL (Name and Title)DATE 18. FEMA SIGNATORY OFFICAL (Name and Title) Christopher Logan, Acting Assistant Administrator Grant Programs Directorate DATE 08/16/2020 GLADIATOR™ Ponn’s Gladiator is one of the leading attack lines in the industry. Built to last, the rugged hose is constructed with extruded thru-the-weave nitrile rubber liner with a durable outer polyester jacket providing incredible strength and long-lasting performance. The Gladiator performs well at high or low pressures, has a smooth and enhanced waterway for better flows and less kinking than other products on the market. Both the nitrile-thru- the-weave inner lining and outer jacket are proudly made at our factories in Pennsylvania, USA. USA MADE JACKETED THRU-THE-WEAVE NITRILE RUBBER FEATURES: • When subjected to a static pressure of 100 PSI shall be capable of safely with- standing a surface temperature of 1200º F (648º C) applied by a hot metal cube for a minimum of 45 seconds without bursting. • The Service Test Pressue is 500 PSI, making it a very durable and reliable hose. • Performance rated at -50°F to 180°F (-45°C to 82°C). • Standard Dura-Cote protective treatment avalable in NFPA colors. • Manufactured in accordance with NFPA 1961 Standard, latest edition, within our ISO-9001 (2015) certified quality manage- ment system. CONSTRUCTIONNitrile Thru-the-Weave Extrusion with Polyester outer jacket TEMPERATURE RANGE Performs -50°F to 180°F (-45°C to 82°C) COLORS PART NUMBER HOSE SIZE SERVICE TESTPRESSURE PROOF TESTPRESSURE BURST TEST PRESSURE COUPLING BOWLSIZE WEIGHT PER 50’ UNCPLD INCH PSI PSI PSI INCH LBS FG17X50_15N 1- 3/4"500 1,000 1,500 2-1/4”19 FG20X50_15N 2"500 1,000 1,500 2-15/16”24 FG25X50_25N 2 ½”500 1,000 1,500 3”26 all-americanhose.com / 814-438-7616 / 217 Titusville Road, Union City, PA 16438 Extruded-Thru-the-Weave Nitrile Rubber Polyester Outer jacket Ph: 510-839-5111 TF: 800-443-3556 Fax: 510-839-5325 oaksales@lncurtis.com DUNS#: 00-922-4163 Pacific North Division 185 Lennon Lane Suite 110 Walnut Creek, CA 94598 www.LNCURTIS.com Quotation No. 167359 Page 1 of 2 Quotation CUSTOMER:SHIP TO: South San Francisco City Fire Department PO Box 711 South San Francisco CA 94083 South San Francisco City Fire Department 480 N Canal St South San Francisco CA 94080-4603 QUOTATION NO.ISSUED DATE EXPIRATION DATE 167359 09/30/2020 12/28/2020 SALESPERSON CUSTOMER SERVICE REP Randy Royal rroyal@lncurtis.com 831-535-9541 John Cassani jcassani@lncurtis.com 510-268-3305 REQUISITION NO.REQUESTING PARTY CUSTOMER NO.TERMS OFFER CLASS C36343 Net 30 FR F.O.B.SHIP VIA DELIVERY REQ. BY DEST Standard Shipping NOTES & DISCLAIMERS THANK YOU FOR THIS OPPORTUNITY TO QUOTE. WE ARE PLEASED TO OFFER REQUESTED ITEMS AS FOLLOWS. IF YOU HAVE ANY QUESTIONS, NEED ADDITIONAL INFORMATION, OR WOULD LIKE TO PLACE AN ORDER, PLEASE CONTACT YOUR SALESPERSON OR CUSTOMER SERVICE REP AS NOTED ABOVE. TRANSPORTATION IS INCLUDED IN BELOW PRICING. LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 1 140 EA FG17X50GK15N SNAP-TITE 1.75X50' Cpld 1.5NH Green With Black Stripe Ponn Gladiator Poly Dj Attack Hose $239.00 $33,460.00 2 140 EA FG25X50Y25N SNAP-TITE 2.5X50' Cpld 2.5NH Yellow Ponn Gladiator Poly Dj Attack Hose $290.00 $40,600.00 . HOSE COLORS TO CHOOSE FROM: YELLOW, RED, BLUE, ORANGE, GREEN TAN, WHITE(COATED) (WITH OR WITHOUT BLACK STRIPE) . SPECIFY QTY OF EACH COLOR AT TIME OF ORDER. . DUNS NUMBER: 009224163 SIC CODE: 5099 FEDERAL TAX ID: 94-1214350 THIS PRICING REMAINS FIRM UNTIL 12/28/2020. CONTACT US FOR UPDATED PRICING AFTER THIS DATE. Ph: 510-839-5111 TF: 800-443-3556 Fax: 510-839-5325 oaksales@lncurtis.com DUNS#: 00-922-4163 Pacific North Division 185 Lennon Lane Suite 110 Walnut Creek, CA 94598 www.LNCURTIS.com Quotation No. 167359 Page 2 of 2 Subtotal $74,060.00 Tax Total $7,220.85 Transportation $0.00 Total $81,280.85 View Terms of Sale and Return Policy QUOTATION 1059776 Order Date Order Number 10/2/2020 08:54:21 Page 1 of 1 Quote Expires On 11/1/2020 The Adam-Hill Company 142 UTAH AVENUE SOUTH SAN FRANCISCO, CA 94080 CALIFORNIA CERTIFIED SMALL BUSINESS 650-589-9655 SSF, CA 94080 SOUTH SAN FRANCISCO, CITY OF 480 North Canal Street South San Francisco, CA 94080 Requested By: REQUEST NUMBER 1007569 Customer ID: BOX 711 BLANKET PO# 10608 Bill To:Ship To: SOUTH SAN FRANCISCO, CITY OF 650-829-3893 100665 Ship Route TakerPO Number FIRE HOSE BID DIANA CARY Item ID Item DescriptionRemaining Quantities UOM Disp.Unit Size Pricing UOM Unit PriceUnit Size Price Extended AllocatedOrdered Delivery Instructions:~ FG17X5015N140.000.00 248.0000EAEA140.00 34,720.00 1.0 1.01 3/4 DJY 50 FTCPLD 1 3/4 INCH DOUBLE JACKET PONN GLADIATOR YELLOW 50 FT COUPLED 1 1/2 INCH NH FG25X50Y25N140.000.00 295.0076EAEA140.00 41,301.06 1.0 1.02 1/2 DJY 50 FT CPLD 2 1/2 INCH DOUBLE JACKET PONN GLADIATOR YELLOW 50 FT COUPLED 2 1/2 INCH NH SUB-TOTAL:Total Lines:2 76,021.06 7,412.06TAX: U.S. Dollars 83,433.12AMOUNT DUE: 12.16.2014 - 05/21/15 Rev 2 JACKETED THRU-THE-WEAVE NITRILE RUBBER Ponn's Gladiator is one of the leading attack lines in the industry. Built to last, the rugged hose is constructed with extruded thru-the-weave nitrile rubber liner with a durable outer polyester jacket providing incredible strength and long- lasting performance. The Gladiator performs well at high or low pressures, has a smooth and enhanced waterway for better flows and less kinking than other products on the market. Both the nitrile-thru-the-weave inner lining and outer jacket are proudly made at our factories in Pennsylvania, USA. Features: - When subjected to a static pressure of 100 PSI shall be capable of safely with-standing a surface temperature of 1200 F (648 C) applied by a hot metal cube for a minimum of 45 seconds without bursting. - The Service Test Pressue is 500 PSI, making it a very durable and reliable hose. - Performance rated at -50 F to 180 F (-45 C to 82 C). -Standard Dura-Cote protective treatment available in NFPA colors. SOLD TO:SHIP TO: City of San Francisco CA City of San Francisco CA Contact: Web Quote PO Number Order Date Salesperson Proposal Number 10/6/2020 Kiel Locklear Part Sale - 1349396 (Pending) Terms Net 30 Description Quantity Unit Price Subtotal Tax Total FG17X50_15N 1-3/4" Gladiator 140.00 $321.38 $44,993.20 $0.00 $44,993.20 FG25X50_25N 2-1/2" Gladiator Hose 140.00 $390.25 $54,635.00 $0.00 $54,635.00 Freight 1.00 $1,600.00 $1,600.00 $0.00 $1,600.00 Total $101,228.20 $0.00 $101,228.20 469 Lonnie Farm Road Pembroke, NC 28372 p. 910-775-9358 Proposal Proposal Date 10/6/2020 Proposal Number Part Sale - 1349396 (Pending) Customer Number City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-742 Agenda Date:10/28/2020 Version:1 Item #:11a. Resolution accepting a Federal Emergency Management Agency (FEMA)grant in the amount of $65,650.45; authorizing the use of Public Safety Impact Fees (PSIF)in an amount not to exceed $15,630.40;approving budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85;and authorizing the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons,Inc.for the purchase of firehose in an amount not to exceed $81,280.85. WHEREAS,the Fire Department recommends accepting the 2019 Federal Emergency Management Agency (FEMA)Assistance to Firefighters Grant and utilize the funding to off-set the purchase of new small diameter firehose by using Public Safety Impact Fee (SPIF) funds; and WHEREAS,in 2019,the Fire Department identified the need to replace its small diameter hose supply based on its aging condition and frequent needs for repair;this supply was mostly purchased in 2007 with the assistance of a FEMA grant; and WHEREAS,the newly identified small diameter firehose meets the same operating pressures,weighs less than the current small diameter hose, and exceeds performance expectations; and WHEREAS,the Fire Department identified a FEMA grant as a funding source and was awarded grant funding in the amount of $65,650.45 to replace the current small diameter firehose; and WHEREAS,with the acceptance of the FEMA grant and firehose purchase,the Fire Department is able to address an identified equipment need and provide quality equipment that is utilized daily as well as meet the changing demand placed on the department and provide a reliable firefighting tool for the next decade; and WHEREAS,the firehose purchase aligns with City of South San Francisco Municipal Code §4.04.080,Open market procedures for purchases and sales exclusive of public project,which requires that at least three written bids shall be submitted to the department head for items over twenty-five thousand dollars except professional services; and WHEREAS,of the five quotes received,LN Curtis and Sons,Inc.,was the most responsive quote as they have met all of the bid requirements and have presented the most competitive bid price; and WHEREAS,the FEMA grant award provides $65,650.45 in funds to off-set the small diameter firehose replacement cost with a 10 percent grant match of $6,565.05 by the City of South San Francisco; and City of South San Francisco Printed on 10/30/2020Page 1 of 2 powered by Legistar™ File #:20-742 Agenda Date:10/28/2020 Version:1 Item #:11a. WHEREAS,the Public Safety Impact Fee (PSIF)fund allows for up to 25.6 percent of fire equipment to be paid for by the fees collected from new development in South San Francisco;however,staff recommends appropriating 19.23 percent in the amount of $15,630.40 from PSIF to offset the grant reduction and fully equip the Fire Department fleet with the small diameter firehose. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that it hereby: 1.Accepts a Federal Emergency Management Agency (FEMA) grant in the amount of $65,650.45; 2.Authorizes the appropriation of Public Safety Impact Fees in an amount not to exceed $15,630.40; 3.Approves budget amendment 21.020 amending the Fire Department’s operating budget for Fiscal Year 2020-21 in the amount of $81,280.85; and 4.Authorizes the City Manager to execute a purchase agreement on behalf of the City of South San Francisco with LN Curtis and Sons,Inc.for the purchase of firehose in an amount not to exceed $81,280.85, hereto attached as Exhibit A. ***** City of South San Francisco Printed on 10/30/2020Page 2 of 2 powered by Legistar™ Page 1 of 4 [Rev:11/14/2016] PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND LN CURTIS AND SONS, INC These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related installation, training, and/or minor services and repairs described in this Purchase Agreement (“Purchase Agreement”) by LN Curtis and Sons, Inc. (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are collectively referred to in this Purchase Agreement as “the Parties.” If the Vendor selects subcontractors to execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as “the Vendor.” 1. Time of Performance. This Purchase Agreement shall commence effective October 28, 2020, and shall end when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A (“Products” and/or “Services”). The equipment and products listed in Exhibit A must be delivered by March 30, 2021. The installation and other services set forth in Exhibit A must be completed by March 30, 2021. In the event that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. 2. Description of Goods. Vendor shall perform everything required to be performed and shall provide and furnish to City with small diameter firehose and shall complete delivery F.O.B. to the City of South San Francisco on or before 120 days from the date of this Purchase Agreement in strict accordance with the specifications as established by this Purchase Agreement and Exhibit(s), which specifications are incorporated herein and made part of this Purchase Agreement. 3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to exceed eighty one thousand two hundred eighty dollars and eighty five cents ($81,280.85). The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to one hundred percent (100%) of City’s costs to correct such defects or Vendor’s failure to meet Purchase Agreement requirements. 4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of the Products and/or Services listed herein. 5. General Warranties and Product Compliance. Vendor warrants that: (A) All Products and/or Services are as described on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit A; (B) All Products and/or Services delivered are new and of good merchantable quality, free from material defects of workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing warranty provisions shall also be applicable to equipment or materials provided by a third party entity to Vendor via this Purchase Agreement. Vendor also expressly warrants and guarantees, for [insert number of years] that the Products and/or Services furnished by it to City shall be free from breakage or defects of material and workmanship under normal use, service and maintenance from the date of acceptance of the City, and expressly agrees to repair or replace Products and/or Services or any part thereof which proves defective as a result of inferior or defective materials, equipment or workmanship. If within the period stated above, any repairs or replacements in connection with the Products and/or Services are, in the opinion of the City, rendered necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor agrees on receipt of notice from City and without expense to the City, for freight, parts or labor, to properly repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed promptly with the terms of this warranty and guarantee, the City may perform the work necessary to effectuate such corrections, repairs and replacements, and recover the cost thereof from Vendor. Page 2 of 4 [Rev:11/14/2016] 6. Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or by its subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the City. 7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all times during installation. After installation is completed at the site, Vendor shall clean the surrounding area to the condition prior to installation. 8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be subject to final inspection and acceptance or rejection by the City. 9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in connection with the delivery and installation of the Products and/or Services described on this Purchase Agreement or Vendor’s failure to comply with this Purchase Agreement, except such Liability caused by the gross negligence or willful misconduct of the City Indemnitees. 10. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement, Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Vendor, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding. 11. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Vendor or by any subcontractor shall receive the wages herein provided for. The Vendor shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Vendor to each worker. An error on the part of an awarding body does not relieve the Vendor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Vendor for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Vendor. Page 3 of 4 [Rev:11/14/2016] A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Vendor shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. B. Payroll Records. Each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Vendor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 12. Payment of Employment Taxes; Tax Withholding. Vendor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Vendor must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit C. Unless Vendor provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Vendor as required by law. Vendor shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Vendor accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Vendor’s withholding duty to City upon request. 13. Termination. In addition to all other legal and equitable rights of the City, the City may terminate this Purchase Agreement upon notice to the Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination. 14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 15. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Vendor: LN Curtis and Sons, Inc. Pacific North Division 185 Lennon Lane Suite 110 Walnut Creek, CA 94598 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 16. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement without the City’s prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for any litigation arising from this Purchase Agreement shall be in the state of California, and shall be venued in the County of San Mateo. 17. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Purchase Agreement. 18. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 19. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an Page 4 of 4 [Rev:11/14/2016] original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. CITY OF SOUTH SAN FRANCISCO VENDOR A Municipal Corporation By:___________________________ By:___________________________ City Manager [Name], LN Curtis and Sons, Inc Approved as to Form: Attest: __________________________ City Attorney City Clerk 2729963.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-768 Agenda Date:10/28/2020 Version:1 Item #:12. Report regarding a resolution authorizing the acceptance of $150,000 in Transportation Fund for Clean Air (TFCA)County Program Manager Funds from the City/County Association of Governments (C/CAG)to furnish new traffic signal detection which would include detection of bicyclists and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (Project No. tr2104).(Bianca Liu, Senior Engineer) RECOMMENDATION It is recommended that City Council adopt a resolution authorizing the acceptance of $150,000 in Transportation Fund for Clean Air (TFCA)County Program Manager Funds from the City/County Association of Governments (C/CAG)to furnish new traffic signal detection which will include detection of bicyclists and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (Project No. tr2104). BACKGROUND/DISCUSSION On July 24,2020,City/County Association of Governments (C/CAG)issued a limited call for projects for the Transportation Fund for Clean Air (TFCA)County Program Manager Funds,which had a deadline to submit applications on August 21, 2020. The Call for Projects was for arterial traffic management projects using advanced transportation technology and traffic calming projects which support the TFCA Program goals. The TFCA Program Goals include: 1. Reduce air pollution, including air toxics such as benzene and diesel particulates 2. Conserve energy and help to reduce greenhouse gas emissions 3. Improve water quality by decreasing contaminated runoff from roadways 4. Improve transportation options; and 5. Reduce traffic congestion The Call for Projects specified the minimum and maximum grant awards at one-hundred thousand dollars ($100,000)and five-hundred fifty thousand dollars ($550,000)respectively,with $550,000 in available funds.All applications required a 10%minimum local match and the funding must be completed within FY20/21. Additional details on the Project Requirements and Scoring Criteria are outlined in the Call for Projects Application included at Attachment 1. Given the quick timeline to apply and spend the funds,the City submitted an application to install enhanced vehicle and bicyclist detection hardware to improve safety and traffic flow along East Grand Avenue and Forbes Boulevard.This grant provides funds to furnish video detection system at seven (7)intersections along East Grand Avenue and Forbes Boulevard,to provide a means for visual monitoring of the intersection andCity of South San Francisco Printed on 10/22/2020Page 1 of 2 powered by Legistar™ File #:20-768 Agenda Date:10/28/2020 Version:1 Item #:12. East Grand Avenue and Forbes Boulevard,to provide a means for visual monitoring of the intersection and supply bicycle count data to a new automated traffic signal performance measures system. Proposed intersections: ·East Grand Avenue and Dubuque Avenue ·East Grand Avenue and East Grand Avenue ·East Grand Avenue and Forbes Boulevard ·East Grand Avenue and Littlefield ·East Grand Avenue and Pointe Grand ·East Grand Avenue and Haskins Way ·Forbes Boulevard and Eccles Avenue This project will further enhance the City’s adaptive traffic signal system capabilities by providing bicycle detection functionality that is not currently present.The bike detection functionality will allow the adaptive system to better differentiate,and accommodate,bicycle traffic from vehicular traffic.The implementation of video detection at these intersections will also allow for more efficient bicycle and vehicular traffic detection if these signals are ever modified with new configurations or operations. City staff proposed a TFCA Grant funding request of $150,000 (~86%)and a $25,000 local match (~14%) utilizing East of 101 Traffic Impact Funds. On September 11,2020,the City was notified that our project was selected for recommended funding by the evaluation panel.The selected projects were approved by the Congestion Management Technical Advisory Committee (TAC),the Congestion Management and Environmental Quality Committee (CMEQ),and the C/CAG Board at the October 15, 2020 meeting. C/CAG is required to submit the selected FY20-21 TFCA projects to the Air District by November 6,2020,and requests an executed agreement before the deadline. FISCAL IMPACT Accepting the $150,000 TFCA grant requires a $25,000 local match from the East of 101 Traffic Impact Fund. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan outcome of improved Quality of Life by furnishing new traffic signal detection hardware which will include detection of bicyclists.This will promote mobility, sustainability, and safety across all modes of transportation. CONCLUSION Staff recommends that the City Council adopt a resolution approving and authorizing the acceptance of $150,000 in Transportation Fund for Clean Air (TFCA) County Program Manager Funds from the City/County Association of Governments (C/CAG) to install enhanced vehicle and bicyclist detection hardware and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (tr2104). Attachment: Call for Projects Application City of South San Francisco Printed on 10/22/2020Page 2 of 2 powered by Legistar™ 1 Limited Call for Projects Transportation Fund for Clean Air (TFCA) County Program Manager Funds Fiscal Year 2020-2021 Program Overview The Bay Area Air Quality Management District (BAAQMD) is authorized under Health and Safety Code Section 44223 and 44225 to levy a fee on motor vehicles. Funds generated by the fee are referred to as the Transportation Fund for Clean Air (TFCA) funds. These funds are used to implement projects to reduce air pollution from motor vehicles. Health and Safety Code Section 44241(d) stipulates that BAAQMD administers and distributes sixty percent (60%) of the revenues through grant programs. The remaining forty percent (40%) of funds generated within a county where the fee is in effect shall be allocated by the BAAQMD to one or more public agencies designated to receive the funds. For San Mateo County, the City/County Association of Governments of San Mateo County (C/CAG) has been designated as the County Program Manager to receive the funds. C/CAG distributes funds to qualifying projects that reduce air pollution, greenhouse gas emissions, and traffic congestion by improving transportation options. In the Fiscal Year 2020-2021 TFCA County Program Manager Expenditure Plan, the C/CAG Board of Directors approved funding for innovative projects. Combined with unspent grant balance from Fiscal Year 2019-2020, a one-time total of five-hundred fifty thousand dollars ($550,000) of TFCA County Program Manager Funds are now available. C/CAG invites local jurisdictions in San Mateo County to submit proposals for this grant program. Applications must be received no later than 12:00 noon on Friday, August 21, 2020. Late applications will not be considered. One (1) electronic version of the application shall be submitted to the County Program Manager by the closing date and time for receipt of application. Applications and questions on the Call for Projects must be sent to: City/County Association of Governments of San Mateo County (C/CAG) 555 County Center, 5th Floor Redwood City, CA 94063 Attention: Kim Wever Phone: 650-599-1451 E-mail: kwever@smcgov.org Other schedule information can be found in the section below titled “Timeline”. TFCA Program Goals 1.Reduce air pollution, including air toxics such as benzene and diesel particulates 2.Conserve energy and help to reduce greenhouse gas emissions Attachment 1 2 3. Improve water quality by decreasing contaminated runoff from roadways 4. Improve transportation options; and 5. Reduce traffic congestion Eligible Projects Eligible projects must support the TFCA Program goals. For this Call for Projects, C/CAG is soliciting proposals for two types of projects: A) arterial traffic management projects using advanced transportation technology; B) traffic calming projects (quick build bike/pedestrian projects), intending to fund interim rapid-deployment capital projects. Funding distribution for each category will depend on the pool of candidate projects. Refer to the following table for additional details and example projects within each category. Project Category Brief Description and Examples A) Arterial Traffic Management Projects utilizing technology These arterial traffic management projects improve traffic operation, enhance safety and increase mobility using advanced transportation technology. Example projects include, but not limited to, projects that leverage the San Mateo Smart Corridor incident management infrastructure and equipment to improve mobility along the corridor; Automated Traffic Signal Performance Measures implementation, adaptive signal control technology deployments, and any other arterial operations projects that contain innovative elements. B) Traffic Calming Projects (Quick Build Bicycle & Pedestrian Improvements) Project must be identified in an approved area specific plan, redevelopment plan, general plan, bicycle plan, pedestrian plan, traffic calming plan, or other similar plan. Traffic calming projects are limited to physical improvements that achieve motor vehicle emission reductions by designing and improving safety conditions for pedestrians, bicyclists or transit riders in residential retail and employment areas. Project must implement one or more transportation control measures (TCMs) in the most recently adopted Air District plan for State and national ambient air quality standards. The project must also have a completed and approved environmental plan. If a project is exempt from preparing an environmental plan as determined by the public agency or lead agency, then the project has met this requirement. Similar to the California Transportation Commission’s Active Transportation Program (ATP), these quick build projects require minor construction activities and are typically built durable, low moderate cost materials, and last from one year to five years. Examples of quick build bicycle and pedestrian access and facilities improvements include but are not limited to the following: paint, street signs, traffic delineators such as flex posts, planters, K-71’s, etc. 3 Projects must adhere to BAAQMD’s requirements listed in the BAAQMD County Program Manager Fund Expenditure Plan Guidance for Fiscal Year Ending 2021. Grant recipients shall agree to terms identified in Attachment 5, Funding Agreement Template. TFCA funds may not be used for planning activities that are not directly related to the implementation of a specific project. If TFCA funds are awarded for planning activities and the project does not end up being implemented, TFCA funds awarded to Project Sponsor will need to be returned to BAAQMD. The costs of preparing or conducting feasibility studies are not eligible. Eligible Applicants Cities, towns, county and transit agencies in San Mateo County are eligible to apply for both project categories. Other entities may partner with an eligible applicant to help shape the scope of work for the project proposal and play a role in project delivery. Grant Funding / Match Arterial Traffic Management Quick Build Bicycle/Pedestrian Improvements Total Grant Funds Available TBD TBD Minimum Grant Awards $100,000 Maximum Grant Awards $550,000 Minimum Local Cash or In-Kind Match (% of Total Project Cost)* 10% *The match is based on total project cost, not the amount of the grant. Revenue sources for a local match can include local sales tax, special bond measures, private donations, and/or private foundations, etc. The local match can be all cash, third-party in-kind contributions, or a combination of the two. Staff time from the primary applicant can also count as in-kind match. 4 Application and Evaluation Process Step 1: Prepare Cost-Effectiveness (C/E) Worksheet to verify eligibility To be eligible, the Project Sponsor should prepare the C/E Worksheet, Attachment 1 to ensure that the project does not exceed the maximum C/E limit. Attachment 1a, Arterial Management FYE 2021 Worksheet should be used for Arterial Management Projects and Attachment 1b, Trip Reduction FYE 2021 Worksheet should be used for Traffic Calming and Transit Bus Signal Priority Projects. Cost-effectiveness ($/weighted ton) is the ratio of TFCA funds awarded to the sum of surplus emissions reduced, during a project’s operation period, of reactive organize gases (ROG), nitrogen oxides (NOx), and weighted PM10 (particulate matter 10 microns in diameter and smaller). The maximum C/E limit is shown below. For instructions on the C/E calculation, project sponsors should refer to Appendix H of the BAAQMD County Program Manager Fund Expenditure Plan Guidance for Fiscal Year Ending 2021. Projects that do not meet the C/E threshold will be rejected. Attachment 1, Cost-Effectiveness (C/E) Worksheet is a required component of the application packet. Projects must not exceed the maximum cost-effectiveness (C/E) limit: Step 2: Complete Project Application Project Sponsors shall complete Attachment 2, Grant Application. All applications for eligible projects received by the due date will be reviewed and ranked using the following evaluation criteria. C/CAG reserves the right to reject any incomplete application, i.e., an application that does not include sufficient information to adequately score the application based on the criteria described below. Evaluation Criteria (100 points total) The following evaluation criteria will be used to score each completed application: • Cost Effectiveness Evaluation Results (up to 40 points) o Projects that do not meet C/E threshold will be rejected. Projects that demonstrate the highest level of cost-effectiveness will be awarded the most points. Up to five points will be given to projects meeting minimum match requirements (cash and/or in kind). Up to three additional points will be given to projects providing match over the 10% minimum. • Safety (up to 20 points) o Potential for reducing the number of motor vehicle collisions, and/or secondary accidents o Potential for reducing the number and/or rate or the risk of pedestrian and Project Category Maximum C/E ($/weighted ton) Arterial Management 175,000 Traffic Calming 175,000 5 bicyclist fatalities and injuries, including the identification of safety hazards for pedestrians and bicyclists • Project Readiness and Timely Use of Funds (up to 15 points) o Project must have a realistic implementation schedule, commencing during FY 2020-2021. o Project must be completed within two years upon receipt of grant funding. o All projects should have completed the following activities before awarding TFCA funds: Planning (e.g. design), Jurisdictional approval (e.g. permits), Legislative approvals (e.g. CPUC), and Environmental review/approvals (e.g. EIR, negative declaration). Planning Activities are eligible projects if they are directly related to the implementation of a specific project. If TFCA funds are awarded for planning activities and the project does not end up being implemented, TFCA funds awarded will need to be returned to BAAQMD. o Project sponsor must demonstrate project management capacity and commit specific and sufficient staff to implement the project. • Community Support (up to 10 points) o Project demonstrates community support (e.g. outreach conducted to identify locations and/or interested neighborhoods, a letter of recommendation provided by the district Supervisor, evidence of Council or Board approval and/or support from local community organizations). o Project benefits Communities of Concern or can demonstrate benefits to disadvantaged populations. o Project demonstrates countywide impact or significance • Innovative (up to 10 points) o Project sponsor presents evidence that the proposed project is transformative and innovative in nature. o • Countywide Plans/Consistency (up to 5 points) o Project is identified in an adopted plan, consistent with adopted countywide transportation plans, active transportation plans, and/or other countywide goals, as applicable. o For Arterial Management projects, Project Sponsor should provide evidence of prior planning and document project needs (e.g. prior traffic operations analysis). o Traffic Calming projects are required to be identified in an approved area specific plan, redevelopment plan, general plan, bicycle plan, pedestrian plan, traffic calming plan, or other similar plan. Recommendation for Grant Award C/CAG staff will recommend the selected project(s) to the C/CAG Executive Director, based on the cost-effectiveness calculation and evaluation criteria. The Executive Director will review the recommendation and, if she agrees, staff will forward the recommendation to the C/CAG 6 Congestion Management Program Technical Advisory Committee, and the C/CAG Congestion Management and Environmental Quality Committee. The C/CAG Board of Directors will authorize the award(s). Timeline *Questions regarding the Call for Projects should be submitted to Kim Wever at (650) 599-1451 or kwever@smcgov.org. Zoom Workshop C/CAG will be hosting a Zoom Workshop to provide prospective applicants more information and to answer questions. Questions and requests for clarifications must be submitted by July 30, 2020 at 12:00 PM Noon to Kim Wever at (650) 599-1451 or kwever@smcgov.org. A Zoom link will be posted on https://ccag.ca.gov/opportunities/call-for-projects-2/ by July 30, 2020. Attendance is optional. Attachments 1) Cost-Effectiveness (C/E) Worksheet (Spreadsheets available online at https://ccag.ca.gov/opportunities/call-for-projects-2/) a. Arterial Management FYE 2021 Worksheet (Arterial Management: Signal Timing Projects) b. Trip Reduction FYE 2021 Worksheet (Traffic Calming and Transit Bus Signal Priority Projects) 2) Grant Application (Word Document version available online at https://ccag.ca.gov/opportunities/call-for- Date Description Friday, July 24, 2020 Release Call for Projects Friday, July 30, 2020 at 12 PM Noon Closing Date/Time for Requests for Clarifications and Questions* Tuesday, August 4, 2020 (Time to TBD) Zoom Workshop (more information below) Friday, August 21, 2020 at 12 PM Noon Application Due Date Late August/Early September Application Evaluation and Project Selection Process September 2020 Selected project(s) will be notified and recommended to the C/CAG Committees for approval. September and October 2020 Funding Agreement developed between C/CAG and Project Sponsor. Funding Agreement will be presented to Board for approval. 7 projects-2/) 3) Corridor Information Spreadsheet (Available online at https://ccag.ca.gov/opportunities/call-for-projects-2/) 4) Decision Tree for Adaptive Signal Project 5) Funding Agreement Template Attachment 2 GRANT APPLICATION • One (1) electronic version of the application shall be submitted to the County Program Manager, Kim Wever (kwever@smcgov.org) by the closing date and time for receipt of application. • Applications must be received no later than 12:00 noon on Friday, August 21, 2020. • Each application shall be no more than 20 bound pages. GENERAL INFORMATION Project Sponsor 1. Lead Applicant (Agency): 2. Project Manager (Name and Title): 3. Contact Information (Email and Phone): Project Partners/Vendors (Please list all project partners and/or vendors that will be involved and their role in the project.) 1. Agency/Business/Organization a. Role in Project (brief) 2. Agency/Business/Organization a. Role in Project (brief) PROJECT CATEGORY o Arterial Traffic Management using advanced transportation technology o Traffic Calming (Quick Build Bike/Pedestrian Improvements) PROJECT DESCRIPTION 1. Project Title 2. Brief Project Description and Purpose 3. Project Location PROJECT COST AND GRANT REQUEST 1. Total Project Cost 2. Total TFCA Grant Request 3. Local Cash Match 4. And/or In-Kind Match NARRATIVE/COST PROPOSAL 1. Detailed description of project (describe the project and services being requested) 2. Project justification and needs (justify the project by describing what the agency needs are and how this project meet those needs, i.e. reduce air pollution, improves safety, community support, consistent with countywide or citywide plans) 3. Agency resources (describe the resources the project sponsor agency will dedicate for the successful completion of the project) 4. Project Readiness (describe the readiness of the project, and any factors that may influence the project schedule in any way) Please include project schedule as attachment, if needed. 5. Detailed project cost proposal (include breakdown of costs for capital, construction, consultant, etc.) Please include as an attachment, if needed. 6. Vicinity map Please include as attachment 7. Documentation of community support (i.e. letter(s) from mayor, city manager, chair, or community-based organizations, or evidence of Council or Board approval) Please include as attachment 8. Other information (provide any other relevant information not provided above) FOR ARTERIAL TRAFFIC MANAGEMENT PROJECTS ONLY Corridor Information (to the extent possible, please submit the following information for each signal for the project corridor) Attachment 3, Corridor Information Spreadsheet may be used to submit this information as attachment. 1. Project intersection name (major & minor street) 2. Traffic signal owner and operator 3. Existing communications (e.g., interconnect, fiber, wireless, none, etc.) 4. Controller information (i.e., type, firmware, and date of last firmware upgrade) 5. Type of detection (i.e., technology type, at stop bar and/or advance, lane-by lane, speed) 6. Any existing advanced technologies at intersection 7. Type of existing timing plans 8. Intersection lane configurations 9. Distances between adjacent signals along project corridor 10. Corridor transit service information (e.g., operator, route numbers, and headways) 11. On one of the CMA’s Route of Regional Significance? (Y/N) 12. Operates on a reliever route (list the freeway) 13. Traffic volume, i.e., ADT, weekday peak hour turning movement counts 14. Contains bicycle facilities (e.g., lane, sharrow, protected lane, none) 15. Other volumes (e.g., bicycle or pedestrian), if applicable Attachment 4 Decision Tree for Adaptive Signal Note to applicants for an adaptive signal system project: This decision tree is to be used to determine whether or not a corridor is a good candidate for an adaptive signal system. If it is, applicant will be required to provide information/data to support the questions asked in the decision tree. Attachment 5 Funding Agreement Template FISCAL YEAR 2020-2021 TFCA FUNDING AGREEMENT BETWEEN THE CITY/COUNTY ASSOCIATION OF GOVERNMENTS AND <Project Sponsor> This 2020-2021 TFCA Funding Agreement (Agreement), effective as of _______________, 2020 (Effective Date), is made and entered into between the City/County Association of Governments or C/CAG, a joint powers agency hereinafter referred to as "Program Manager," and <Project Sponsor>, hereinafter referred to as "Project Sponsor". SECTION I RECITALS: 1) The Bay Area Air Quality Management District, hereinafter referred to as "Air District," is authorized under California Health and Safety (Health & Safety) Code Sections 44223 and 44225 to levy a fee on motor vehicles registered within its jurisdiction (Motor Vehicle Fees), a portion of which the Air District receives and dedicates to its Transportation Fund for Clear Air (TFCA) program. 2) TFCA program monies may be allocated for projects to reduce air pollution from motor vehicles and to implement transportation control measures included in the plan adopted pursuant to Health and Safety Code Sections 40233, 40717, and 40919. 3) In accordance with Health and Safety Code Section 44241(d), the Air District allocates not less than forty (40) percent of the TFCA monies received to implement the TFCA County Program Manager program. 4) The Air District has been notified, in a communication dated July 29, 1992, that the Program Manager is the duly authorized recipient of the proportionate share of Program monies for San Mateo County, and has been so designated by resolutions adopted by the San Mateo County Board of Supervisors and by the city councils of a majority of the cities representing a majority of the population in the incorporated area of the county. The terms and conditions for the expenditure of the County’s Program monies by the County Program Manager are set forth in the resolution(s). 5) The role of the Program Manager is to administer the TFCA County Program Manager funds. This includes the preparation of an expenditure plan for approval by the C/CAG Board of Directors and the Air District Board of Directors, project sponsor oversight, preparation and submittal of the Funding Status and Final reports, and TFCA County Program Manager fund audit support. 6) On <date of Board approval>, 2020, the C/CAG Board of Directors approved projects for TFCA funding, including the TFCA grant amount of <project cost> to fund Project Sponsor’s <project title> for Fiscal Year 2020-2021 as set forth in Attachment A and incorporated herein (hereinafter referred to as “Project”). 7) The Program Manager and Project Sponsor, pursuant to Health and Safety Code Section 44241, hereby enter into this Agreement to implement the Project to improve air quality in the San Francisco Bay Area Air Basin. SECTION II PROJECT SPONSOR AGREES: 1) To apply all funds received under this Agreement to the Project, consistent with the mutually agreed to terms and conditions contained in this Agreement. 2) To maintain, at all times during the term of this Agreement, a separate account or sub- ledger for all funds received under this Agreement and to withdraw funds from this separate account. 3) To maintain, or cause to be maintained adequate records to document and demonstrate to the Program Manager, Air District staff and auditors the receipt and expenditures of TFCA funds. 4) To allow the Program Manager and the Air District to audit all expenditures relating to the Project funded through this Agreement. For the duration of the Project as described in Attachment A and for five (5) years following completion of the Project, Project Sponsor will make available to the Program Manager, Air District staff, or to an independent auditor selected by the Air District all records relating to Project performance and expenses incurred in implementing the Project. 5) To maintain employee time sheets documenting those hourly labor costs incurred in the implementation of the Project, which are paid with funds received under this Agreement, or to establish an alternative method to document staff costs charged to the Project. 6) All TFCA funds allocated to Project Sponsor will be distributed on a cost reimbursement basis, with a contract retention of fifteen percent (15%) pending submission of the final Project report, on the basis of documented legitimate expenditures for the intended purpose of the Project. Legitimate documented expenditures shall be defined as those described in Attachment B and incorporated herein. Costs will be reimbursed only up to the amount of the TFCA funds authorized by this Agreement. In no event shall the Program Manager be required to provide any funding to the Project Sponsor under this Agreement unless such funds are first provided to the Program Manager by the Air District. The Program Manager will withhold payments in the event the Project Sponsor fails to comply with the requirements of this Agreement. 7) To keep necessary records of the performance of the Project in order to expedite evaluation of emissions reductions achieved from implementation of the Project. 8) To submit reports to the Program Manager as follows: a) Interim Project Report: The Project Sponsor shall submit an annual interim project report to the Program Manager within four (4) months of the end of each fiscal year which itemizes (a) the expenditure of the funds, (b) progress to date in the implementation of the Project, and (c) the results of the monitoring of the performance of the Project. The Program Manager shall submit the annual reports on Air District-approved report forms annually until the Project is completed. b) Final Report: The Project Sponsor shall submit a final report to the Program Manager within four (4) months of the Project completion which itemizes (a) the expenditure of the funds, (b) the final results of the monitoring of the performance of the Project, and (c) the Final Cost- Effective (C-E) Worksheet. The Program Manager shall submit the final report on Air District-approved report forms. The Program Manager will retain fifteen percent (15%) of total TFCA funds until the final report is submitted. 9) To use both the Air District’s and C/CAG’s approved logos for the TFCA Project implemented directly by the Project Sponsor under this Agreement, as specified below: a) the logos will be used on signs posted at the site of any construction; b) the logos will be displayed on any vehicles operated with or obtained as part of the Project; c) the logos will be used on any public information material relating to the Project, such as websites and printed materials, including transit schedules, brochures, handbooks, maps and other promotional materials; and d) Project Sponsor will demonstrate to the Program Manager through photographs of vehicles and copies of press releases that Air District and C/CAG logos are used and displayed as required. 10) To acknowledge the Air District as a funding source in any related articles, news releases or other publicity materials for the Project which are implemented directly by the Project Sponsor. 11) Prior to commencement of any work, Project Sponsor shall deliver to Program Manager all insurance documentation, annual certificates and/or other evidence of the insurance coverage required below, verifying coverages. Project Sponsor shall obtain and maintain in full force and effect insurance as set forth below. All insurance specified below shall remain in force until all work or services to be performed are satisfactorily completed, and the work or services have been formally accepted. Project Sponsor must notify C/CAG if any of the required coverages listed below are non-renewed or cancelled. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements shall be deemed a breach of this Agreement. The insurance requirements specified in this section shall cover Project Sponsor’s own liability and the liability arising out of work or services performed under this Agreement by any subconsultants, subcontractors, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations that Project Sponsor authorizes to work under this Agreement (hereinafter referred to as “Agents.”) Project Sponsor shall, at its own expense, obtain and maintain in effect at all times during the life of this Agreement the types of insurance indicated below against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Agreement. Project Sponsor is also required to assess the risks associated with work to be performed by Agents under subcontract and to include in every subcontract the requirement that the Agent maintain adequate insurance coverage with appropriate limits and endorsements to cover such risks. To the extent that an Agent does not procure and maintain such insurance coverage, Project Sponsor shall be responsible for said coverage and assume any and all costs and expenses that may be incurred in securing said coverage or in fulfilling Project Sponsor’s indemnity obligation as to itself or any of its Agents in the absence of coverage. a) Liability insurance with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the Project Sponsor and to the operation of the vehicles, vessels, engines, or equipment operated by the Project Sponsor. b) Property insurance in an amount of not less than the insurable value of Project Sponsor’s vehicles, vessels, engines or equipment funded under the Agreement and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment. 12) All funds received under this Agreement shall be expended only in accordance with all applicable provisions of the law for the Project that is implemented directly by the Project Sponsor. 13) To return to the Program Manager all funds that are not expended in accordance with applicable provisions of law. 14) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), to place in the public domain any software, written document, or other product developed with funds received through this Agreement. 15) If TFCA funds are used for the purchase of any vehicle(s), Project Sponsor must either obtain approval from the Program Manager for alternative use of the vehicle(s) or return to the Program Manager any funds realized from the sale of any vehicle(s) purchased with TFCA funds if such reuse or sale occurs within the industry standards for the useful life from the date of purchase of the vehicle(s). The amount of funds returned to the Program Manager shall be proportional to the percentage of TFCA funds originally used to purchase the vehicle(s). 16) Project Sponsor will complete the Project by <two years from effective date>. 17) Project Sponsor must sign this Agreement within sixty (60) days after the Program Manager has transmitted it to them in order to remain eligible for the granted TFCA funds. Program Manager may grant a one-time extension of thirty (30) days to the Project Sponsor for just cause. 18) Unless authorized by the Program Manager, if no status reports and/or reimbursement requests are received from the Project Sponsor within one (1) year from the date of execution of the Agreement the Project will be considered for cancellation and the funds reprogrammed. SECTION III PROGRAM MANAGER AGREES: 1) To distribute TFCA funds allocated to the Project Sponsor only on a cost reimbursement basis, on the basis of documented legitimate expenditures for the intended purpose of the Project. Costs will be reimbursed only up to the amount of the TFCA funds authorized by this Agreement. In no event shall the Program Manager be required to provide any funding to the Project Sponsor under this Agreement unless such funds are first provided to the Program Manager by the Air District. The Program Manager will retain fifteen percent (15%) of total TFCA grant amount until the final Project report is submitted. The Program Manager will withhold payments in the event the Project Sponsor fails to comply with the requirements of this Agreement. 2) To reimburse costs incurred by Project Sponsor from the execution of this Agreement through June 30, 2021. 3) To provide timely notice prior to conducting an audit. 4) To provide the Project Sponsor, and any other requesting party, a copy of the fiscal and performance audits as specified in Section 44242 of the Health and Safety Code. 5) To provide the Project Sponsor with all Project Sponsor reporting forms required for the Project Sponsor to submit pursuant to this Agreement, including the Interim Project Report and Final Report required pursuant to Section II.8 above. SECTION IV IT IS MUTUALLY AGREED: 1) Term: This Agreement will remain in effect for three (3) years after the completion of the Project, unless it is terminated as provided below. 2) Termination: Either party may terminate this Agreement at any time by giving written notice of termination to the other party which shall specify the effective date thereof. Notice of termination under this paragraph shall be given at least ninety (90) days before the effective date of such termination. This Agreement will also terminate at the end of the fiscal year during which the City/County Association of Government loses designation as Program Manager for San Mateo County. In addition to the foregoing, Program Manager may terminate this Agreement for cause. In order to terminate for cause, Program Manager must first give Project Sponsor notice of the alleged breach. Project Sponsor shall have five (5) calendar days after receipt of such notice to respond, and a total of fifteen (15) calendar days after receipt of such notice to cure the alleged breach. If Project Sponsor fails to cure the breach within this period, Program Manager may immediately terminate this Agreement without further action. 3) Hold Harmless/Indemnity: Project Sponsor shall indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement. Project Sponsor shall also indemnify and hold harmless the Program Manager, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including the Project Sponsor and its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from the Project Sponsor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the Program Manager and/or its officers, agents, employees, or servants. However, the Project Sponsor’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which the Program Manager has been found in a court of competent jurisdiction to be liable by reason of its own negligence or willful misconduct. The duty of the Project Sponsor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. In the event that, for any reason other than Program Manager’s sole misconduct, the Air District seeks return of funds already distributed to the Project Sponsor pursuant to this Agreement, the Project Sponsor shall indemnify and reimburse the Program Manager in the amount the Program Manager is required to return to the Air District under the funding Agreement between the Program Manager and the Air District. This indemnification provision will survive termination or expiration of this Agreement. 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by U.S. Postal Service mail, by certified mail (return receipt requested) or by email, to the address set forth below, or to such addresses which may be specified in writing to the parties hereto. <Project Sponsor Contact Name> <Jurisdiction/Company Name> <Address> <Phone Number> <Email> Kim Wever City/County Association of Governments 555 County Center, 5th Floor Redwood City, CA 94063 650-599-1451 kwever@smcgov.org 5) Additional Acts and Documents: Each party agrees to do all things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement. 6) Integration: This Agreement represents the entire agreement of the parties with respect to the funds initially allocated to be spent in FY 2020-2021 described in this Agreement, and no representation, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 7) Amendment: This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of the Agreement shall be void and of no effect. Any change in the project scope shall constitute an amendment under this Agreement. 8) Independent Contractor: Project Sponsor renders its services under this Agreement as an independent contractor. None of the Project Sponsor's agents or employees shall be agents or employees of the Program Manager. This paragraph does not apply to elected officials serving concurrently on the governing boards of the Project Sponsor, Program Manager or the Air District. 9) Assignment: This Agreement may not be assigned, transferred, hypothecated, or pledged by any party without express written consent of the other party. 10) Severability: Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, reasonably be interpreted to reflect the intentions of the parties. 11) Force Majeure: Neither the Project Sponsor nor the Program Manager shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of the Project Sponsor or Program Manager. 12) Governing Law: This Agreement shall be construed and interpreted, and the legal relations created thereby shall be determined in accordance with the laws of the State of California. IN WITNESS WHEREOF, Project Sponsor and Program Manager have entered into this Fiscal Year 2020-2021 TFCA Funding Agreement as of the Effective Date set forth above. FOR PROJECT SPONSOR: FOR PROGRAM MANAGER: By: __________________________ By: _______________________________ Marie Chuang, Chair City/County Association of Governments Approved as to form: Approved as to form: By:__________________________ By:_________________________________ C/CAG Legal Counsel ATTACHMENT A COUNTYWIDE VOLUNTARY TRIP REDUCTION PROGRAM PROJECT INFORMATION A. Project Number: B. Project Title: ________________________ C. TFCA Program Manager Funds Allocated: _____________ D. TFCA Regional Funds Awarded (if applicable):___________ E. Total TFCA Funds Allocated (sum of C and D): __________ F. Total Project Cost: ___________ Indicate the TFCA dollars allocated (C, D and E) and total project cost (F). Data from Line E (Total TFCA Funds) should be used to calculate C-E. G. Project Description: Project Sponsor will use TFCA funds to complete specific activities as described below: H. Final Report Content: Final Report form and final Cost Effectiveness Worksheet Form 1 – Ridesharing, Shuttles, Transit Information, Rail/Bus Integration, Smart Growth, and Traffic Calming Projects. (Includes Transit Bus Signal Priority.) ATTACHMENT B GUIDELINES FOR ELIGIBLE TFCA REIMBURSABLE COSTS The Transportation Fund for Clean Air (TFCA) enabling legislation allows the vehicle registration fees collected for the program to be used for project implementation costs, as well as administrative project costs. This attachment provides guidance on differentiating and reporting these costs. The Air District will use the definitions and interpretations discussed below in the financial accounting of the TFCA program. The Air District conducts audits on TFCA-funded projects to ensure that the funds have been spent in accordance with the program guidelines and policies. Project Implementation Costs Project implementation costs are charges associated with implementing a TFCA-funded project including: • Documented hourly labor charges (salaries, wages, and benefits) directly and solely related to implementation of the TFCA project, • Capital costs, • Capital equipment installation costs, • Equipment maintenance costs, • Shuttle driver labor costs, • Labor costs related to capital purchases, • Operator or personnel training directly related to project implementation, • Contractor labor charges related to the TFCA project, and • Travel and training costs only if these costs are directly related to the implementation of the TFCA-funded project (e.g., the cost of training mechanics to service TFCA-funded natural gas clean air vehicles). The Project Sponsor may seek reimbursement for these costs by providing proper documentation with project invoices. Such documentation must show how the project implementation costs were calculated, for example, by listing the date when the hours were worked, employee job title, employee hourly pay rates, tasks, and total charges. Documentation of hourly charges may be provided with time sheets or any other generally accepted accounting method to allocate and document staff time. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-769 Agenda Date:10/28/2020 Version:1 Item #:12a. Resolution for acceptance of a Transportation Fund for Clean Air (TFCA)County Program Manager Funds in the amount of $150,000 from the City/County Association of Governments (C/CAG)to furnish new traffic signal detection which would include detection of bicyclists and to approve budget amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (tr2104). WHEREAS,on July 24,2020,City/County Association of Governments (C/CAG)issued a limited call for projects for the Transportation Fund for Clean Air (TFCA)County Program Manager Funds,which had a deadline to submit applications on August 21, 2020; and WHEREAS,the City submitted an application to install new traffic signal detection which would include detection of bicyclists to improve safety and traffic flow by providing detection upgrades which would include a bicycle detection system along East Grand Avenue and Forbes Boulevard; and WHEREAS,the grant would provide funds to furnish a video detection system which includes detection of bicyclists at seven (7)intersections along East Grand Avenue and Forbes Boulevard,to provide a means for visual monitoring of the intersection and could supply bicycle count data to a new automated traffic signal performance measures system; and WHEREAS,the seven (7)intersections include E Grand Avenue/Dubuque Avenue;E Grand Avenue/E Grand Avenue;E Grand Avenue/Forbes Boulevard;E Grand Avenue/Littlefield Avenue;Forbes Boulevard/Eccles Avenue; E Grand Avenue/Pointe Grand; and E Grand Avenue/Haskins Avenue; and WHEREAS,the local match included in the application was $25,000 with a request of $150,000 in TFCA funding; and WHEREAS,on September 11,2020,the City was notified that the project was selected for recommended funding by the evaluation panel; and WHEREAS,the selected projects were approved by the Congestion Management Technical Advisory Committee (TAC),the Congestion Management and Environmental Quality Committee (CMEQ),and the C/CAG Board at the October 15, 2020 meeting; and WHEREAS,accepting the $150,000 TFCA grant would require a $25,000 local match in East of 101 Traffic Impact Fees. City of South San Francisco Printed on 10/30/2020Page 1 of 2 powered by Legistar™ File #:20-769 Agenda Date:10/28/2020 Version:1 Item #:12a. NOW THEREFORE BE IT RESOLVED, that the City Council of the City of South San Francisco hereby: 1.Approves a funding agreement with City/County Association of Governments of San Mateo County (C/CAG)to accept up to $150,000 in TFCA County Program Manager Funds to fund the East of 101 Bicycle Safety Improvement Project (tr2104). 2.Authorizes the City Manager to execute the funding agreement and to make any revisions,amendments, or modifications,deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City’s obligations thereunder, subject to approval as to form by the City Attorney. 3.Approves Budget Amendment 21.019 which would amend the Fiscal Year 2020/21 Capital Improvement Program to fund the East of 101 Bicycle Safety Improvement Project (tr2104)and authorizes the City Engineer or their appointee authority to approve and exercise discretionary authority as to the plan or purchase of equipment for an improvement to,public property in advance of the construction or improvement by providing a signature or review on the plans or associated documents. 4.Authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report. 5.Authorizes the City Manager to execute any agreements necessary to complete the project,subject to approval by the City Attorney. 6.Authorizes the City Manager to take any other related actions consistent with the intention of the Resolution. ***** City of South San Francisco Printed on 10/30/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-803 Agenda Date:10/28/2020 Version:1 Item #:13. Report regarding a resolution authorizing the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable.(Richard Walls, Emergency Medical Services Chief) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable. BACKGROUND/DISCUSSION The purpose of this staff report is to recommend that City Council write-off the balances of 80 uncollectible ambulance billing accounts,totaling $116,314.41.Since December 2015,the South San Francisco Fire Department (SSFFD)and Finance Department have implemented accounting practices that allow for periodic financial reviews and write-offs by Council.Once all accounts have been processed by our primary and secondary billing contractors,the remaining outstanding balances are then forwarded to SSFFD for write-off consideration. It is the goal of the SSFFD to regularly report the status of these accounts.Accounts that have been vetted and no longer have recoverable revenue will be recommended for write-off.With regular reporting we anticipate a more consistent number of accounts and write-off balance. Attachment 1,Recommended Write-Off Summary,summarizes the accounts by year.Using procedures put in place,and with the assistance of City Council,staff has worked to greatly reduce the number of uncollectible accounts,decreasing the accumulated aged accounts balance.This write-off request is the first since April 22, 2020, and is part of our plan to present these accounts to Council on a regular, recurring basis. Though included in previous write off requests,this action does not include any hardship waivers.The Centers for Medicare and Medicaid Services require a process for writing off financial hardship.In December of 2015, Council approved the City’s write-off process. CONCLUSION It is recommended that City Council adopt a resolution to write-off $116,314.41 in uncollectible ambulance billing accounts receivable. Attachment: Recommended Write-Off Summary City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ Row Labels Amount 2016 $4,225.00 2017 $15,236.90 2018 $14,712.00 2019 $74,739.51 2020 $7,401.00 Grand Total $116,314.41 Ambulance Write-off 10/28/2020 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-804 Agenda Date:10/28/2020 Version:1 Item #:13a. Resolution authorizing the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable. WHEREAS,staff recommends that City Council write off uncollectible ambulance accounts,totaling $116,314.41; and WHEREAS,the number of accounts that are no longer collectable is 80 with a balance of $116,314.41,hereto attached as Exhibit A, and WHEREAS,these accounts have been vetted through our primary and secondary billing vendors and no longer have recoverable revenue. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the write-off of $116,314.41 in uncollectible ambulance billing accounts receivable, as detailed in Exhibit A, attached to this resolution and incorporated herein. BE IT FURTHER RESOLVED THAT,by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager,or his designee,to take any action consistent with the intent of this resolution. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ Account-Run Number Date of Service Balance 1 2016005295 11/11/2016 $2,155.00 2 2016005509 11/23/2016 $2,070.00 3 EMS17050535 11/15/2017 $2,100.00 4 EMS17055097 12/12/2017 $2,136.90 5 EMS18000437 1/3/2018 $2,000.00 6 EMS18003381 8/10/2018 $2,052.00 7 EMS18011892 3/13/2018 $2,600.00 8 EMS18034196 8/1/2018 $2,256.00 9 EMS18053725 12/1/2018 $1,500.00 10 EMS18054986 12/8/2018 $2,154.00 11 EMS19001345 1/9/2019 $2,205.00 12 EMS19005384 2/2/2019 $1,788.13 13 EMS19015852 4/7/2019 $2,613.00 14 EMS19020716 5/7/2019 $50.00 15 EMS19022504 5/18/2019 $2,919.00 16 EMS19025957 6/7/2019 $2,277.00 17 EMS19029398 6/27/2019 $2,715.00 18 EMS19032059 7/14/2019 $2,154.00 19 EMS19039730 8/30/2019 $1,604.99 20 EMS19040113 9/2/2019 $2,389.00 21 EMS19040388 9/4/2019 $2,071.00 22 EMS19041407 9/10/2019 $125.00 23 EMS19043127 9/21/2019 $121.68 24 EMS19043958 9/26/2019 $2,410.00 25 EMS19046118 10/9/2019 $2,283.00 26 EMS19046525 10/11/2019 $2,283.00 27 EMS19046692 10/12/2019 $2,124.00 28 EMS19051071 11/8/2019 $2,071.00 29 EMS19051757 11/12/2019 $39.00 30 EMS19051757 11/12/2019 $50.00 31 EMS19053329 11/21/2019 $2,177.00 32 EMS19053335 11/21/2019 $2,124.00 33 EMS19053555 11/23/2019 $125.00 34 EMS19053673 11/23/2019 $2,071.00 35 EMS19053694 11/23/2019 $2,177.00 36 EMS19053812 11/24/2019 $2,230.00 37 EMS19054519 11/29/2019 $2,230.00 38 EMS19054523 11/29/2019 $2,124.00 39 EMS19055211 12/3/2019 $2,124.00 40 EMS19055444 12/5/2019 $2,071.00 41 EMS19055446 12/5/2019 $225.00 42 EMS19055452 12/5/2019 $2,357.00 43 EMS19055918 12/7/2019 $2,071.00 Ambulance Write-off Accounts October 28, 2020 Page 1 of 2 Account-Run Number Date of Service Balance Ambulance Write-off Accounts October 28, 2020 44 EMS19057004 12/14/2019 $2,177.00 45 EMS19057026 12/14/2019 $2,071.00 46 EMS19057282 12/15/2019 $250.00 47 EMS19057364 12/16/2019 $2,177.00 48 EMS19057557 12/17/2019 $2,198.00 49 EMS19057606 12/10/2019 $150.00 50 EMS19058478 12/22/2019 $250.00 51 EMS19058694 12/23/2019 $2,177.00 52 EMS19058755 12/24/2019 $115.43 53 EMS20000116 1/1/2020 $200.00 54 EMS20000624 1/4/2020 $2,177.00 55 EMS20001797 1/12/2020 $200.00 56 EMS20001821 1/12/2020 $150.00 57 EMS20002026 1/13/2020 $200.00 58 EMS20002084 1/13/2020 $100.00 59 EMS20002085 1/13/2020 $200.00 60 EMS20002238 1/14/2020 $200.00 61 EMS20002811 1/18/2020 $200.00 62 EMS20003060 1/19/2020 $200.00 63 EMS20003085 1/19/2020 $200.00 64 EMS20003229 1/20/2020 $200.00 65 EMS20003893 1/24/2020 $200.00 66 EMS20004086 1/25/2020 $200.00 67 EMS20004120 1/26/2020 $200.00 68 EMS20004426 1/27/2020 $200.00 69 EMS20004889 1/30/2020 $50.00 70 EMS20006715 2/9/2020 $200.00 71 EMS20017128 4/19/2020 $2,124.00 72 ESF17002604 6/19/2017 $2,250.00 73 ESF17002986 7/21/2017 $2,300.00 74 ESF17003078 7/28/2017 $2,550.00 75 ESF17004479 11/6/2017 $2,400.00 76 ESF17004537 11/10/2017 $1,500.00 77 ESF18002647 6/21/2018 $2,150.00 78 ESF19001468 4/2/2019 $103.28 79 SOF1900004756 9/10/2019 $2,442.00 80 SOF1900006475 12/8/2019 $2,230.00 $116,314.41 Page 2 of 2 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-808 Agenda Date:10/28/2020 Version:1 Item #:14. Report regarding a resolution authorizing the acceptance of $4,927.50 in grant funding from Pacific Library Partnership to fund the distribution of air quality monitors through the Library Department and approving Budget Amendment 21.021. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that City Council adopt a resolution authorizing the acceptance of $4,927.50 in grant funding from Pacific Library Partnership to fund the distribution of air quality monitors and approving Budget Amendment 21.021. BACKGROUND/DISCUSSION The Library Department has been awarded $4,927.50 from Pacific Library Partnership to distribute air quality monitors.Funds will be used to purchase approximately 30 assorted air quality monitors,which will be available for lending to the public at no cost,paired with accurate information on how borrowers can improve the quality of the air in their homes.The Library is committed to providing innovative,new and trending tech to our community,in part to address rising inequities between those who can afford health-improvement devices and those who are left behind.For example,we already circulate wearable fitness devices,such as Fitbits.By circulating air quality monitors,we are able to empower people to take the first steps to address poor environmental conditions in their living spaces at a time when respiratory health is paramount. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 2020-21 Operating Budget per Budget Amendment 21.021. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant will contribute to the City’s Strategic Plan under Priority #2:Quality of Life,by providing access to information to help identify and address air quality issues in home environments. CONCLUSION Receipt of these funds will enable the Library to purchase and distribute air quality monitors that will be available for lending to the public.It is recommended that the City Council accept $4,927.50 in grant funding and approve Budget Amendment 21.021. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-809 Agenda Date:10/28/2020 Version:1 Item #:14a. Resolution authorizing the acceptance of $4,927.50 in grant funding from Pacific Library Partnership to fund the distribution of air quality monitors through the Library Department and approving Budget Amendment 21.021. WHEREAS,the City of South San Francisco (“City”)strategic plan goals include the improvement of quality of life under priority #2; and WHEREAS,Pacific Library Partnership has awarded the City $4,927.50 in grant funding to distribute air quality monitors that will be available for lending to the public; and WHEREAS,the distribution of air quality monitors will allow residents to address poor environmental conditions in their living spaces; and WHEREAS,staff recommends the acceptance of the grant funding in the amount of $4,927.50 from Pacific Library Partnership to fund the distribution of air quality monitors; and WHEREAS,the grant funds will be used to amend Fiscal Year (FY)2020-2021 Operating Budget of the Library Department via Budget Amendment 21.021. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept $4,927.50 in grant funding from Pacific Library Partnership and approve Budget Amendment 21.021 to amend the Library Department’s FY 2020-2021 Operating Budget in order to reflect an increase of $4,927.50. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-810 Agenda Date:10/28/2020 Version:1 Item #:15. Report regarding a resolution authorizing the acceptance of $19,950 in grant funding from the County of San Mateo to support COVID-19 outreach throughout South San Francisco and approving Budget Amendment 21.022. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $19,950 in grant funding from the County of San Mateo to support COVID-19 outreach throughout South San Francisco and approving Budget Amendment 21.022. BACKGROUND/DISCUSSION The Library Department has been awarded $19,950 from the County of San Mateo to support COVID-19 outreach throughout South San Francisco over the next several months.Funds will be used to provide accurate information about the prevention of COVID-19 in a variety of languages,including Chinese,English,Spanish and Tagalog,with special focus on hard-to-reach and vulnerable residents.Library staff will use available tools and outlets,online and in person,to distribute life-saving information and resources to our community. Activities will consist of:phone banking;community pop-up tables and events to distribute information,masks and other critical supplies;heavy promotion in our social media channels;and integration into outreach and programs the city is already doing, such as curbside pick-up at the libraries and virtual programs. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 2020-21 Operating Budget per Budget Amendment 21.022. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant will contribute to the City’s Strategic Plan under Priority #2:Quality of Life,by providing accurate and important information about preventing the spread of COVID-19 in our community. CONCLUSION Receipt of these funds will enable the Library to distribute critical information regarding COVID-19 this Fall and Winter.It is recommended that the City Council accept $19,950 in grant funding and approve Budget Amendment 21.022. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-811 Agenda Date:10/28/2020 Version:1 Item #:15a. Resolution authorizing the acceptance of $19,950 in grant funding from the County of San Mateo to support COVID-19 outreach throughout South San Francisco and approving Budget Amendment 21.022. WHEREAS,the County of San Mateo has awarded the City $19,950 in grant funding to support COVID-19 outreach throughout South San Francisco; and WHEREAS,according to Centers Disease Control and Prevention,COVID-19 is a virus in humans causing respiratory illness which can be spread from person-to-person; and WHEREAS,funding from the County of San Mateo will be used by Library staff to distribute accurate,life- saving information and resources to help the prevention of COVID-19; and WHEREAS,information about the prevention of COVID-19 will be available in a variety of languages, including Chinese,English,Spanish and Tagalog,with special focus on hard-to-reach and vulnerable residents; and WHEREAS,the City Council of the City of South San Francisco desires to accept grant funding in the amount of $19,950 from the County of San Mateo to support outreach and distribution of critical information to help the prevention of COVID-19; and WHEREAS,the grant funds will be used to amend Fiscal Year (FY)2020-2021 Operating Budget of the Library Department via Budget Amendment 21.022. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept $19,950 in grant funding from the County of San Mateo and approve Budget Amendment 21.022 to amend the Library Department’s FY 2020-2021 Operating Budget in order to reflect an increase of $19,950. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-812 Agenda Date:10/28/2020 Version:1 Item #:16. Report regarding a resolution authorizing the acceptance of a $5,000 in crisis collection grant funding from the California State Library to address the increased demand for e-resources as library buildings are closed. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that City Council adopt a resolution accepting a $5,000 grant from the California State Library to support the purchase of e-resources in high interest areas for the Library’s electronic collections. BACKGROUND/DISCUSSION Responding to library closures due to COVID-19,the California State Library has provided two crisis collection grant opportunities for libraries to build their electronic collections in response to the COVID pandemic.Libraries that are experiencing an increase in demand for e-materials were encouraged to apply. The Library applied for and received a first grant in the amount of $5,000,which was accepted by City Council on May 27,2020.On July 29,2020,the Library Department applied for a second crisis collection grant from the California State Library,requesting funding at the highest level offered for this grant opportunity.On October 14,2020,the Library Department was notified of a grant award for $5,000 to expand the collection in high interest items,including e-books and e-audiobooks.Our average wait period for “bestsellers”is 31 days; this grant will allow us to fill patron reserves more quickly. FISCAL IMPACT Grant funds will be paid directly to the vendors upon receipt of South San Francisco Public Library invoices. Funding must be spent by the end of December 2020. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant will contribute to the City’s Strategic Plan under Priority #2:Improved Quality of Life, by supporting e-resources for South San Francisco residents during Library building closures. CONCLUSION Approval of this grant will enable the Library to expand the e-resource collections.It is recommended that the City Council accept a $5,000 grant from the California State Library to support the expansion of the Library’s e -resources. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-813 Agenda Date:10/28/2020 Version:1 Item #:16a. Resolution authorizing the acceptance of $5,000 in grant funding from the California State Library in crisis collection funding to address the increased demand for e-resources as library buildings are closed. WHEREAS,the South San Francisco Strategic Plan includes a goal of improving the quality of life by strengthening learning programs; and WHEREAS,in response to COVID-19,the California State Library had previously awarded the South San Francisco Public Library a grant in the amount of $5,000 to support the purchase of e-resources in high interest areas for the Library’s virtual collection; and WHEREAS,the California State Library has awarded the Library $5,000 in the second round of crisis collection funding to address the increased demand from the community for e-resources as people practice physical distancing and library buildings are closed; and WHEREAS,the grant will expand the Library’s collection in high interest items,including e-books and e- audiobooks; and WHEREAS,the City Council wishes to accept grant funding in the amount of $5,000 from the California State Library to support the purchase of e-resources due to the increase in demand in the community. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $5,000 in grant funding from the California State Library. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-824 Agenda Date:10/28/2020 Version:1 Item #:17. Report regarding the adoption of an ordinance amending the parkland acquisition fee and the park construction fee.(Janet Salisbury, Director of Finance) RECOMMENDATION Staff recommends that the City Council adopt an Ordinance amending chapter 8.67 regarding Parkland acquisition fee and parkland construction fee (“Parks Fees”)of the South San Francisco Municipal Code. BACKGROUND/DISCUSSION On October 14th,the City Council,via public hearing,voted to introduce and waive further reading of the ordinance listed above to update the parkland acquisition fee and the parkland construction fee.In 2016,the City contracted with the Municipal Resources Group (“MRG”)to analyze the relationship between new development in the City and the cost of public facilities to serve that growth.It was determined via the MRG study (“Nexus Study”)that there was a reasonable nexus between new development and the impact it had on the City’s public parks,and that proposed fee amounts were justified under the Mitigation Fee Act.The Nexus Study was updated in 2019,which resulted in amendments to the Park Impact Fee to fund refurbishment of existing parks to address the impacts of new development. If approved by Council,the increase in Parks Impact Fee would go into effect on December 14,2020.Adoption of the proposed revisions to Chapter 8.67 Parks and Recreation Impact Fee and the will increase fees in certain non-residential development categories of the Park Construction Fee to fund refurbishment and expansion projects. (Introduced 10/14/20; Vote 5-1) The Ordinance is now ready for adoption. City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-825 Agenda Date:10/28/2020 Version:1 Item #:17a. Ordinance amending Chapter 8.67 of the South San Francisco Municipal Code regarding the Parkland Acquisition Fee and the Park Construction Fee for South San Francisco. WHEREAS,the City Council adopted ordinances in 2016,2017 and 2018 amending the South San Francisco Municipal Code to adopt a Parks and Recreation Impact Fee with two components,a Parkland Acquisition Fee and a Park Construction Fees (“Fees”),under the authority of Sections 66000 et seq.of the California Government Code (“Mitigation Fee Act”)that applies to residential and non-residential development projects in the City; and WHEREAS,the purposes,application,calculation,timing of payment,and permitted uses of the Fees are set forth in chapter 8.67 of the South San Francisco Municipal Code; and WHEREAS,the City Council wishes to modify the timing of payment for the Fees to align with other development impact fees collected by the City of South San Francisco; and WHEREAS,the City Council wishes also to adjust the amount of the Fees,as justified by the 2016 and 2019 nexus studies supporting the Fees,which the City Council shall do by resolution modifying the discount factor applied to the Fees, as permitted by Municipal Code section 8.67.060(k); and WHEREAS,such development impact fees are not a “tax”as defined in Section 1,paragraph (e)of Article XIIIC of the California Constitution (“Proposition 26”)because such Fees and charges are imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable cost to the local government of providing the service or product, and/or such Fees and charges are imposed for a specific government service or product provided directly to the payor that is not provided to those not charged,and which does not exceed the reasonable cost to the local government of providing the service or product,and/or such Fees and charges are imposed for the reasonable regulatory costs to a local government for issuing licenses and permits,performing investigations,inspections and audits,enforcing agricultural marketing orders and the administrative enforcement and adjudication thereof; and/or such fees and charges are imposed as a condition of property development; and WHEREAS,in accordance with Section 66019 of the Mitigation Fee Act,at least fourteen (14)days prior to the public hearing at which this Ordinance was introduced,notice of the time and place of the hearing was mailed to interested parties who filed written requests with the City for mailed notice of meetings on new or increased fees or service charges; and WHEREAS,ten (10)days advance notice of the public hearing at which this Ordinance was introduced was given by publication in accordance with Government Code Section 6062a; and WHEREAS,in accordance with Section 66016 of the Mitigation Fee Act,at least ten (10)days prior to the public hearing at which this Ordinance was introduced,the Nexus Study was made available to the public for City of South San Francisco Printed on 10/30/2020Page 1 of 4 powered by Legistar™ File #:20-825 Agenda Date:10/28/2020 Version:1 Item #:17a. public hearing at which this Ordinance was introduced,the Nexus Study was made available to the public for review; and WHEREAS,the action taken by this Ordinance has no potential for physical effects on the environment because it involves an adoption of certain fees and/or charges imposed by the City,does not commit the City to any specific project,and said fees and/or charges are applicable to future development projects and/or activities, each of which future projects and/or activities will be fully evaluated in full compliance with the California Environmental Quality Act (“CEQA”)when sufficient physical details regarding said projects and/or activities are available to permit meaningful CEQA review (See CEQA Guidelines,Section 15004(b)(1)).Therefore, approval of the Fee and/or charges is not a “project”for purposes of CEQA,pursuant to CEQA Guidelines, Section 15378(b)(4);and,even if considered a “project”under CEQA,is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3)because it can be seen with certainty that there is no possibility that approval of the Fee and/or charges may have a significant effect on the environment. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows: SECTION 1.Findings The City Council finds that the foregoing recitals are true and correct and are incorporated into the Ordinance by this reference. SECTION 2.Amendment of Chapter 8.67 The City Council hereby amends the following sections of Chapter 8.67 (“Parks and Recreation Impact Fee”)of Title 8 of the South San Francisco Municipal Code,to read as follows,with other sections to remain unchanged: 8.67.040 Parkland acquisition fee and parks and recreation construction fee established-Timing of payment (a)The parkland acquisition fee and park construction fee are hereby established,pursuant to California Government Code Section 66000 et seq. (b)Payment of the parkland acquisition fee and park construction fee shall be imposed as a condition of development for every type of development project specified in Section 8.67.060. (c)The parkland acquisition fee and park construction fee shall be charged to and paid by each development subject to the fees upon the date of final inspection or issuance of the certificate of occupancy for the development,whichever is earlier.However,if the fees are to reimburse the city for expenditures previously made,or if the city determines that the fees will be collected for acquisition of parkland or construction of facilities for which an account has been established and funds appropriated,and for which the city has adopted a proposed acquisition and/or construction schedule prior to issuance of the building permit for such development projects,then the fee or fees shall be charged and paid upon issuance of the building permit for such development.However,with respect to a residential development proposed by a nonprofit housing developer in which at least forty-nine percent of the total units are reserved for occupancy by lower income households,as defined in Health and Safety Code Section 50079.5 at an affordable rent,as defined in Health City of South San Francisco Printed on 10/30/2020Page 2 of 4 powered by Legistar™ File #:20-825 Agenda Date:10/28/2020 Version:1 Item #:17a. households,as defined in Health and Safety Code Section 50079.5 at an affordable rent,as defined in Health and Safety Code Section 50053,the payment procedures described in Government Code Section 66007(b)(2) (A) and (B) shall apply. (c)The parkland acquisition fee and park construction fee shall be charged to and paid by each development subject to the fees, as follows: (1)Non-residential development.The fees shall be charged and paid for a non-residential development when the building permit is issued for construction of such building or structure. (2)Single family residential development.The fees shall be charged and paid for any single family residential development (constructed or to be constructed on land with a dwelling unit designed for occupancy by one household and located on a separate lot from any other unit)upon the date of final inspection or issuance of the certificate of occupancy,whichever occurs first.However,if the fees are to reimburse the City for expenditures previously made,or if the City determines that the fees will be collected for improvements for which an account has been established and funds appropriated and for which the City has adopted a proposed construction schedule prior to issuance of the building permit for such residential development,then the fees shall be charged and paid upon issuance of the building permit for such development.With respect to a residential development proposed by a nonprofit housing developer in which at least forty-nine percent of the total units are reserved for occupancy by lower income households (as defined in Health and Safety Code Section 50079.5)at an affordable rent (as defined in Health and Safety Code Section 50053), the payment procedures described in Government Code Section 66007(b)(2)(A)-(B) shall apply. (3)Multi-Family development.For any residential development not included in sub-section (2) above,the fees shall be charged and paid for on a lump-sum basis when the first dwelling in the development receives its final inspection or certificate of occupancy,whichever occurs first.However,if the fees are to reimburse the City for expenditures previously made,or if the City determines that the fees will be collected for improvements for which an account has been established and funds appropriated and for which the City has adopted a proposed construction schedule prior to issuance of the building permit for such residential development,then the fees shall be charged and paid upon issuance of the building permit for such development.With respect to a residential development proposed by a nonprofit housing developer in which at least forty-nine percent of the total units are reserved for occupancy by lower income households (as defined in Health and Safety Code Section 50079.5)at an affordable rent (as defined in Health and Safety Code Section 50053), the payment procedures described in Government Code Section 66007(b)(2)(A)-(B) shall apply. SECTION 3.Severability. If any section,subsection,sentence,clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction,such decision shall not affect the validity of the remaining portions of this Ordinance.The City Council hereby declares that it would have passed the Ordinance,and each and every section,subsection,sentence,clause or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4.Publication and Effective Date City of South San Francisco Printed on 10/30/2020Page 3 of 4 powered by Legistar™ File #:20-825 Agenda Date:10/28/2020 Version:1 Item #:17a. Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1)publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. ***** Introduced at a regular meeting of the City Council of the City of South San Francisco held the 10 th day of October 2020. City of South San Francisco Printed on 10/30/2020Page 4 of 4 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-686 Agenda Date:10/28/2020 Version:1 Item #:18. Report regarding a financial status update for Fiscal Year 2020-21 and recommended budget adjustments. (Janet Salisbury, Director of Finance) RECOMMENDATION Staff recommends that the City Council (1)accept an informational financial report for Fiscal Year (FY) 2020-21 and (2)approve a resolution recognizing a General Fund surplus for FY 2019-20 and modifying budget appropriations for certain projects and/or departments. BACKGROUND/DISCUSSION Due to the formatting limitations of the City’s agenda management platform,the full and complete staff report is being attached as a PDF to this report. Please refer to Attachment 1 of this Item for the staff report. Attachments: 1.Full and complete Staff Report regarding the financial status update for FY 2020-21 and recommended budget adjustments. 2.Presentation to City Council City of South San Francisco Printed on 10/22/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Page 1 of 9 File#: 20-686 Agenda Date: 10/28/2020 Version: 1 Item #: RECOMMENDATION Staff recommends that the City Council (1) accept an informational financial report for Fiscal Year (FY) 2020-21 and (2) approve a resolution recognizing a General Fund surplus for FY 2019-20 and modifying budget appropriations for certain projects and/or departments. BACKGROUND/DISCUSSION The General Fund is the City’s main operating fund, where the lion’s share of the City’s essential services is budgeted. This report provides an update on the current year General Fund budget (FY 2020-21) including revenues collected and expenditures spent as of September 30, 2020 and the status of the City’s Reserve Fund. In addition, it recommends that Council appro ve certain budget adjustments based upon preliminary close-out of the prior year (FY 2019-20). I. FY2020-21 GENERAL FUND REVENUE AND EXPENDITURES UPDATE South San Francisco remains in the enviable position of being financially strong and economically diverse, reflected in the City’s triple-A (AAA) credit rating from Standard & Poor’s. However, the sweeping economic impact of the worldwide coronavirus pandemic is a cause for concern as it relates to the City’s finances. All indications are that full financial recovery from the financial shocks of COVID-19 may not be realized until 2023 or later. Nevertheless, the City’s strong liquidity position and high reserve levels allows for greater budgetary flexibility than most other local governments. A. REVENUES The FY 2020-21 budget that was approved by Council on June 24, 2020 anticipated that the pandemic would have a sustained negative impact on the City’s revenues for the full fiscal year. Given the trends that a robust recovery is unlikely in the near -term, staff is recommending that the revenue budget remain unchanged at this time. The following table shows actual revenues as of September 30, 2020 with a comparative view of where the City’s revenues were at the same time last year (September 30, 2019): City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City of South San Francisco Page 2 of 9 Table 1: FY 2019-20 vs. FY 2020-21 Revenues as of September 30 FY2019-20 FY2020-21 Revenue Types Budget Actuals as of 9/30 %age of Budget Budget Actuals as of 9/30 %age of Budget Taxes Property Tax 36,639,133 1,909,390 5.2% 41,595,650 3,164,436 7.6% Sales Tax 18,783,000 1,343,137 7.2% 16,900,000 1,815,281 10.7% Trans. Occ. Tax 16,855,297 3,325,808 19.7% 7,872,437 931,979 11.8% Other Tax 6,058,131 361,949 6.0% 3,118,206 528,653 17.0% Franchise Fees 4,000,000 214,156 5.4% 4,600,000 195,669 4.3% Licenses & Permits 12,131,018 3,555,191 29.3% 14,995,495 2,565,601 17.1% Fines & Forfeitures 618,500 288,393 46.6% 789,249 91,771 11.6% Intergovernmental 1,705,475 (4,022) -0.2% 3,060,880 765,068 29.6% Service Charges Planning 111,190 482,072 433.6% 209,562 17,390 8.3% Fire 2,804,857 780,814 27.8% 2,076,314 725,937 35.0% Parks & Rec 4,713,138 1,087,748 23.1% 2,966,522 118,465 4.0% Police 1,199,614 246,170 20.5% 727,811 219,081 30.1% City Admin. & Other 1,589,036 538,876 33.9% 2,031,448 252,322 12.4% Money & Property 5,309,459 1,045,536 19.7% 3,827,794 826,256 21.6% Other Revenues 181,994 56,846 31.2% 175,341 23,007 13.1% Transfers In 1,261,591 305,729 24.2% 1,332,067 259,613 19.5% TOTAL REVENUES $ 113,961,437 $ 15,537,797 13.6% $ 106,278,776 $ 12,500,527 11.8% As shown in the above table, estimated revenues for FY 2020-21 is $106.3 million. Even with this conservat ive revenue estimate, which is projected to be approximately $7.6 million less than the FY2019-20 budget, actual revenue collections are lower on a percentage of budget basis than where the City was at the same time last year (11.8% vs. 13.6%). However, the current 11.8% collection is still within a reasonable range for the City for this time of the year. Staff would recommend revisiting the revenue projections during the mid -year review when more data is available. The natural question to ask is why actua l revenues as of September 30th, which represents a quarter of the fiscal year, is not closer to 25%. The notable reasons are largely attributable to the timing of the City’s two largest revenue streams: 1. Property Tax. Property tax is collected in two large installments (December and April). As a result, the City does not see any large property tax receipts until towards the end of the calendar year. 2. Sales Tax. There is about a two -month lag in the collection of sales tax receipts. The bulk of the sales tax figures shown above represent sales tax collection for July 2020 (including any sales tax deferrals from the prior fiscal year). B. EXPENDITURES On the expenditure side, work is still underway in Finance to carry-over budget for prior-year City of South San Francisco Page 3 of 9 encumbrances. As a result, the expenditure summary below does not include any carryforward amounts (e.g., open purchase orders from prior years). That means that the corresponding budget for those open purchase orders have not yet been added to the department budgets at this time. However, the actuals shown below do reflect all department expenditures that have been processed through September 30: Table 2: FY 2019-20 vs. FY 2020-21 Expenditures as of September 30 FY2019-20 FY2020-21 Revenue Types Budget Actuals as of 9/30 %age of Budget Budget Actuals as of 9/30 %age of Budget City Council Payroll 199,332 38,627 19.4% 205,970 30,661 14.9% Supplies & Services 51,419 17,273 33.6% 34,819 1,832 5.3% Interdept. Charges 39,540 9,779 24.7% 43,772 10,837 24.8% Total 290,291 65,679 22.6% 284,561 43,330 15.2% City Clerk Payroll 811,300 231,449 28.5% 849,578 242,142 28.5% Supplies & Services 234,927 30,649 13.0% 198,503 6,841 3.4% Interdept. Charges 43,459 10,682 24.6% 48,513 11,946 24.6% Total 1,089,685 272,781 25.0% 1,096,594 260,928 23.8% City Treasurer Payroll 58,353 10,641 18.2% 60,435 9,147 15.1% Supplies & Services 82,200 18,147 22.1% 82,200 10,415 12.7% Interdept. Charges 2,584 646 25.0% 2,889 722 25.0% Total 143,137 29,433 20.6% 145,524 20,285 13.9% City Attorney Supplies & Services 1,100,650 60,344 5.5% 893,150 143,165 16.0% Interdept. Charges 15,285 3,797 24.8% 16,899 4,200 24.9% Total 1,115,935 64,141 5.7% 910,049 147,365 16.2% City Manager Payroll 2,382,910 644,541 27.0% 1,746,225 662,690 37.9% Supplies & Services 3,452,448 234,018 6.8% 372,737 187,170 50.2% Interdept. Charges 40,477 9,816 24.3% 44,144 10,733 24.3% Total 5,875,835 888,375 15.1% 2,163,106 860,592 39.8% Finance Department Payroll 2,312,981 780,160 33.7% 2,149,949 692,050 32.2% Supplies & Services 1,055,954 29,207 2.8% 742,798 28,558 3.8% Interdept. Charges 310,091 76,714 24.7% 346,545 85,827 24.8% Total 3,679,026 886,081 24.1% 3,239,292 806,436 24.9% Non-Expense/Dept. Payroll 6,760 619 9.2% 146,785 29,262 19.9% Supplies & Services 991,084 1,058,383 106.8% 1,523,513 326,455 21.4% Transfers 753,453 11,088,363 1471.7% 500,000 125,000 25.0% Total 1,751,298 12,147,365 693.6% 2,170,298 480,717 22.1% Human Resources Payroll 1,389,927 463,791 33.4% 1,474,719 453,639 30.8% Supplies & Services 432,164 26,447 6.1% 196,461 16,625 8.5% Interdept. Charges 96,974 23,961 24.7% 108,465 26,833 24.7% Total 1,919,065 514,199 26.8% 1,779,644 497,098 27.9% Econ. Comm. Dev. Payroll 5,483,581 1,699,637 31.0% 4,577,900 1,753,435 38.3% Supplies & Services 8,096,294 333,968 4.1% 2,300,408 124,106 5.4% City of South San Francisco Page 4 of 9 FY2019-20 FY2020-21 Revenue Types Budget Actuals as of 9/30 %age of Budget Budget Actuals as of 9/30 %age of Budget Capital Outlay 60,000 - 0.0% - - 0.0% Interdept. Charges 296,763 72,343 24.4% 327,516 80,031 24.4% Total 13,936,637 2,105,948 15.1% 7,205,824 1,957,572 27.2% Fire Payroll 25,393,091 7,869,061 31.0% 26,370,512 8,950,013 33.9% Supplies & Services 3,408,464 199,561 5.9% 1,741,947 135,739 7.8% Interdept. Charges 1,849,825 386,251 20.9% 1,865,577 407,272 21.8% Total 30,651,380 8,454,873 27.6% 29,978,036 9,493,024 31.7% Police Payroll 27,515,501 8,983,594 32.6% 28,475,130 9,079,934 31.9% Supplies & Services 1,575,167 381,331 24.2% 1,436,707 239,408 16.7% Interdept. Charges 1,891,262 466,280 24.7% 1,970,653 486,128 24.7% Total 30,981,930 9,831,204 31.7% 31,882,490 9,805,470 30.8% Public Works Payroll 2,894,216 1,042,497 36.0% 2,825,654 889,609 31.5% Supplies & Services 1,395,637 303,200 21.7% 1,888,426 404,014 21.4% Interdept. Charges 1,019,505 253,251 24.8% 1,059,984 263,371 24.8% Total 5,309,358 1,598,948 30.1% 5,774,064 1,556,994 27.0% Library Payroll 4,613,782 1,448,267 31.4% 4,654,426 1,426,679 30.7% Supplies & Services 978,341 253,801 25.9% 781,717 250,219 32.0% Interdept. Charges 573,980 136,652 23.8% 638,314 152,735 23.9% Total 6,166,103 1,838,720 29.8% 6,074,457 1,829,634 30.1% Parks & Recreation Payroll 13,150,507 4,013,416 30.5% 11,682,736 3,671,424 31.4% Supplies & Services 3,739,485 808,168 21.6% 2,989,863 567,886 19.0% Interdept. Charges 931,170 231,515 24.9% 982,306 244,299 24.9% Total 17,821,162 5,053,099 28.4% 15,654,905 4,483,609 28.6% CIP Transfers 3,789,608 86,737 2.3% 4,509,171 - 0.0% TOTAL EXPENDITURES $ 124,520,449 $ 43,837,583 35.2% $ 112,868,015 $ 32,243,054 28.6% Info. Technology* Payroll 1,555,490 473,276 30.4% 1,631,965 500,534 30.7% Supplies & Services 2,930,178 232,025 7.9% 2,042,568 250,440 12.3% Interdept. Charges 10,444 2,611 25.0% 10,469 2,617 25.0% Total 4,496,123 707,913 15.7% 3,685,002 753,592 20.5% * Non-General Fund; budgeted as internal service fund in Fund 785. The expenditures outpacing revenues is fairly typical for the City’s cashflows for this time of year. In the first quarter of the current fiscal year, actual expenditures were greater than revenues by $19.7 million (revenues of $12.5 million less expenditures of $32.2 million). Similarly, in the first quarter of the last fiscal year, actual expenditures were greater than revenues by almost $28.3 million (revenues of $15.5 million less expenditures of $43.8 million). Much of t his mismatch is due to how the City pays its unfunded actuarial liability (UAL) to CalPERS. In order to receive a discount, the City pays CalPERS its UAL payment in July as a lump sum. This year, the UAL paid out of the General Fund exceeded $11.8 million. In addition, as discussed in the prior revenues City of South San Francisco Page 5 of 9 section, the City does not receive any notable property tax disbursements until around December creating the temporary cashflow optics of expenditures far exceeding revenues. Usually, this ratio is inversed going into the second half of the fiscal year. C. CONCLUSION FY 2020-21 revenues and expenditures through September 30, 2020 do not substantially differ from the expected revenues and expenditures contained in the budget passed by City Council on June 24, 2020. Other than the budget adjustments noted below, a rewrite of the budget is not recommended until more data is available. Staff will continue to monitor revenues, while holding the line on expenditures, and provide another budget update to Council in la te January or early February 2021 to coincide with the acceptance of the CAFR. The next update to Council will include revenue and expenditures through December 2020, representing one -half of the current fiscal year. II. FY2020-21 GENERAL FUND EXPENDITURE BUDGET ADJUSTMENTS COVID-19 has dramatically impacted the City’s finances—stressing core revenue streams and requiring unbudgeted spending for many departments. To curtail some of the negative financial impacts, belt -tightening measures were put into place very early, even before the County’s March 16, 2020 shelter-in-place mandate, to mitigate some of the financial impact. These measures have included enacting a hiring freeze and implementing cost reduction measures by limiting all non- essential spending. One of the core exercises undertaken by Finance staff was to review all prior year encumbrances with each department, and close out any purchase orders (POs) deemed non- essential. The closing out of POs results in releasing restricted funding back into the Gener al Fund to be used for other purposes. Finance is currently identifying all encumbrance clean-ups as part of closing the books for FY 2019-20. To date, Finance has identified approximately $5.5 million of encumbrances that will be released back into the General Fund as surplus. The exact amount of resulting surplus is contingent upon the completion of the FY 2019-20 financial audit. The City’s Comprehensive Annual Financial Report (CAFR) for FY 2019-20 is expected to be available around January 2021. Staf f anticipates bringing the CAFR to City Council for review and approval in late January 2021. It is clear today, however, that the surplus resulting from encumbrance releases for FY 2019 -20 will be a considerable amount. Staff is recommending that Council recognize a portion of the estimated $5.5 million additional unrestricted funds, and appropriate the additional expenditure budget requests from fund balance: Table 3: FY 2020-21 General Fund Budget Appropriation Request by Department Department & Project Description Amount City Manager’s Office • East of 101 Communities Facilities District. Additional funds necessary for professional services. 50,000 City of South San Francisco Page 6 of 9 Department & Project Description Amount • Kilroy Communities Facilities District. Additional funds necessary for professional services to finalize a Services CFD to provide future funding for maintenance of new city infrastructure in the Oyster Point area 18,000 • Commission on Racial and Social Equity. Additional funds necessary for professional services, augmenting the budget of Raimi + Associates for work supporting the Commission. 150,000 Finance • Position Control Clean-Up. Additional funds necessary for professional services related to position control. Will lay foundation to understand full and accurate payroll costs in advance of upcoming two-year biennial budget cycle (FY 2021-23). 50,000 • Consultant services in support of potential revenue to support arts, culture and recreation. 100,000 Human Resources • PDS Automation. Additional funds necessary for professional services critically needed to enhance the HR/Payroll system, PDS. 50,000 • Summer Jobs for Youth. These funds were approved by Council and allocated in the prior fiscal year budget (FY2019-20). However, it was closed out due to budget tightening measures. Given the availability of unrestricted General Funds, staff is recommending that the budget be reinstated, and plan on resuming this program in Summer 2021. 100,000 Fire • Deputy Fire Marshal (0.5 FTE). Additional funds necessary to add 6-month budget for a new Deputy Fire Marshal position as part of succession planning. 177,250 Police • Records Enhancement. Additional funds necessary to meet new State law requiring additional records tracking of racial profiling. 25,000 Capital Improvement Program • CalTrain Plaza Art. Allocation of funds for art installation in much anticipated CalTrain Plaza. 500,000 TOTAL $ 1,220,250 III. FY2020-21 NON-GENERAL FUND EXPENDITURE BUDGET ADJUSTMENTS The following are additional expenditure budget appropriation requests that do not direc tly impact the fund balance of the General Fund: City of South San Francisco Page 7 of 9 Table 4: FY 2020-21 Non-General Fund Budget Appropriation Request by Department Department & Project Description Amount City Manager’s Office • Master Arts Plan. Additional funds requested for professional services to develop a Master Arts Plan as part of the General Plan Development. General Plan allocation in Fund 270 will be transferred into Fund 100 if approved. 100,000 Parks and Recreation • Brightview Landscaping Contract. Council approved extens ion of the Brightview Landscaping Contract earlier this year. However, not enough budget was appropriated to support the contact. Additional appropriation is needed from the Common Greens fund balance to support the contract. 66,000 CIP • Potential New Park. Additional funds necessary for professional services related to fulfilling Parks 11 mandate. Appropriation will be from Park Impact Fees. 60,000 • South Airport Blvd. The project, while near complete, has larger than anticipated non-reimbursable costs. Detailed description regarding the project can be found in the write-up below. 1,500,000 TOTAL $ 1,726,000 South Airport Boulevard Project (st1301). Replacement of the South Airport Bridge was a project funded through the California Department of Tr ansportation (Caltrans) Highway Bridge Program (HBP) in combination with City funds. The Public Works Engineering Division managed the project. Eligible HBP costs of the project are shared by Caltrans (88.5%) and by the City (11.5%). Caltrans projects o f this type are funded 100% first by the local agency, which then requests reimbursement from Caltrans for the state share of eligible costs. With the construction completed, the bridge reopened in October 2018. The following shows the budgeted amount for the project against actual expenditures. The project came in nominally under budget: Total Project Budget (st1301) $10,832,390.00 Total Actual Expenditure $10,788,006.57 Under Budget Amount $ 44,383.43 However, the actual revenues collect ed to date for the project has been lower than what was budgeted as shown below. City of South San Francisco Page 8 of 9 Funding received from Caltrans $ 6,314,164.89 Funding anticipated from Caltrans* $ 1,491,714.16 Genentech Contribution $ 850,000.00 Other $ 632,127.52 Total Project Revenues $ 9,288,006.57 The City is still awaiting about $1.49 million in reimbursements from Caltrans. Payment of these approved funds is currently delayed pending Caltrans’ receipt of anticipated federal dollars. Looking at the data above, there is currently a $1.5 million shortfall from what was expended and what is expected to be total receipts: Total Expenditures $10,788,006.57 Less Total Revenues $ 9,288,006.57 Total Shortfall $ 1,500,000.00 As Council is aware, there was a critical need to amend the bridge project from a two -year phased construction to a single season replacement after final design and contract approval – resulting in substantial additional costs. City staff and the construction management team met with Caltrans Local Assistance to discuss these additional expenses when the decision was made to expedite the replacement. At that time, staff received verbal assurances from Caltrans that the costs were reasonable and therefore eligible for HBP funding. Since that meeting, Caltrans has changed positions and deemed a portion of these additional expenditures “Non-Participating” – ineligible for HBP funding. The City plans to pursue as much reimbursement as possible from Caltrans based upon what was agreed to during the meeting reference above. However, given the need to be fiscally responsible and not carry a large negative balance going into the FY2019-20 audit, staff recommends appropriating $1,500,000 from the East of 101 Traffic Impact Fee fund. The pro ject qualifies for your of East of 101 Traffic Impact Fee funds because it meets the goals and objectives of the fee; will achieve the same or greater mitigation of traffic impacts as projects described in the fee study; and will maintain the reasonable relationship requirements of the Mitigation Fee Act. The $1,500,000 will balance the project budget, largely offsetting the additional expenditures required by the single season construction. Discussions with Caltrans continue; however, there is no guarant ee that Caltrans will agree to fund the disputed expenditures. If any additional reimbursements are received from Caltrans beyond the anticipated $1.491 million, it will be returned back to the East of 101 Traffic Impact Fee fund. IV. RESERVES Currently, the City’s official unrestricted financial reserves total $52,346,000, broken down as follows: City of South San Francisco Page 9 of 9 General Reserves $21,500,000 FY20-21 Budget Set Aside $ 2,900,000 Infrastructure Reserves $22,400,000 CalPERS Stabilization Reserve $ 5,546,000 TOTAL $52,346,000 Consistent with the discussion during the FY 2020 -21 Budget Adoption City Council meeting in June, it is still the expectation that $2.9 million in General Reserves will be necessary to shore up the revenue shortfall for FY 2020-21. This is reflected in the funding list shown above. The City is still in the process of closing the books for FY 2019 -20, and audited financials will not be available until December 2020 or January 2021 timeframe. Staff will revise the expected draw necessary from General Reserves as part of the mid-year budget update to Council in the January/February 2021 timeframe. The Infrastructure Reserves are largely comprised of General Fund surpluses that were set aside over the last few years in anticipation o f the City’s future infrastructure projects. These funds are unrestricted, however, and can be used for any public purpose as decided by City Council. The CalPERS Stabilization Reserve was established through two separate Council actions ($4.5 million in FY 2015-16 and $1.046 million in FY 2017-18), as a hedge against spikes in required CalPERS contributions in the future. FISCAL IMPACT Much of the fiscal impact on FY 2020-21 is dependent upon the extent of the financial impact of COVID-19 along with the finalization of the FY2019-20 financials. Staff has identified $5.5 million of additional unrestricted funding through various PO and encumbrance releases. This allows Council to make the additional General Fund appropriations request without affecting t he City’s reserve levels aside from what was previously identified. For the non-General fund appropriations requests, the additional budget adjustments, if approved by Council, will result in the lowering of fund balance within those identified funds. RELATIONSHIP TO STRATEGIC PLAN The budget is the City’s spending plan that supports Priority Area 3, Financial Stability. CONCLUSION Despite the dramatic economic shock of the worldwide pandemic, the City’s finances remain resilient. The revenues and expe nditures for FY 2020-21 continues to be on track based upon the data available through September 30, 2020. Moreover, in closing out the books for FY 2019 -20, Finance has identified significant availability of unrestricted fund balances. As a result, staff requests that City Council approve the resolution that appropriates additional monies as detailed above. FY2020-21 Budget Update Presentation to City Council JANET SALISBURY, Director of Finance 28 OCTOBER 2020 FY 2020-21 Budget -Revenues ▪FY2020-21 Budgeted Revenues = $106.3 million ▪Total Receipts through September 30 = $12.5 million (11.8%) ➢Timing of Revenues ‒Property Tax ‒Sales Tax 2 REVENUES FY 2019-20 FY2020-21 (in millions)Budget Actuals as of 9/30 %age of Budget Budget Actuals as of 9/30 %age of Budget Property Tax $ 36.3 $ 1.9 5.2%$ 41.6 $ 3.2 7.6% Sales Tax $ 18.8 $ 1.3 7.2%$ 16.9 $ 1.8 10.7% Trans. Occupancy Tax $ 16.9 $ 3.3 19.7%$ 7.9 $ 0.9 11.8% Licenses & Permits $ 12.1 $ 3.6 29.3%$ 15.0 $ 2.6 17.1% Service Charges $ 10.4 $ 3.1 30.1%$ 8.0 $ 1.3 16.6% All Other Revenues $ 19.1 $ 2.2 11.9%$ 16.9 $ 2.7 15.9% TOTAL $113.9 $15.5 13.6%$106.3 $12.5 11.8% FY 2020-21 Budget -Expenditures ▪FY2020-21 Budgeted Expenditures = $112.9 million ▪Total Expenses through September 30 = $32.2 million (28.6%) ➢Timing of Expenditures ‒Unfunded Actuarial Liability (“UAL”) ‒Carryforwards 3 Expenditures (in millions)FY 2019-20 FY2020-21 By DEPARTMENT Budget Actuals as of 9/30 %age of Budget Budget Actuals as of 9/30 %age of Budget City Council $ 0.290 $ 0.065 22.6%$ 0.284 $ 0.043 15.2% City Clerk $ 1.090 $ 0.273 25.0%$ 1.097 $ 0.261 23.8% City Treasurer $ 0.143 $ 0.029 20.6%$ 0.145 $ 0.020 13.9% City Attorney $ 1.116 $ 0.064 5.7%$ 0.910 $ 0.147 16.2% City Manager $ 5.876 $ 0.888 15.1%$ 2.163 $ 0.861 39.8% Finance $ 3.679 $ 0.886 24.1%$ 3.239 $ 0.806 24.9% Non-Expense/Dept.$ 1.751 $12.147 693.6%$2.170 $ 0.481 22.1% FY 2020-21 Budget –Expenditures (cont.) 4 Expenditures (in millions)FY 2019-20 FY2020-21 By DEPARTMENT Budget Actuals %age of Budget Budget Actuals %age of Budget Human Resources $ 1.919 $ 0.514 26.8%$ 1.780 $ 0.497 27.9% Econ. Comm. Dev.$ 13.937 $ 2.106 15.1%$ 7.206 $ 1.958 27.2% Fire $ 30.651 $ 8.455 27.6%$ 29.978 $ 9.493 31.7% Police $ 30.982 $ 9.831 31.7%$ 31.882 $ 9.805 30.8% Public Works $ 5.309 $ 1.599 30.1%$ 5.774 $ 1.557 27.0% Library $ 6.166 $ 1.839 29.8%$ 6.074 $ 1.830 30.1% Parks & Recreation $ 17.821 $ 5.053 28.4%$ 15.655 $ 4.484 28.6% Capital Improv. Program $ 3.790 $ 0.087 2.3%$ 4.509 $ --0.0% TOTAL $124.520 $43.838 35.2%$112.868 $32.243 28.6% Information Technology $ 4.496 $0.708 15.7%$3.685 $ 0.754 20.5% General Fund Budget Adjustments ▪City Manager’s Office –East of 101 CFD $ 50,000 –Kilroy CFD $ 18,000 –Commission on Racial & Social Equity $ 150,000 ▪Finance –Position Control $ 50,000 –Arts, Culture and Rec. Revenue Consultant $ 100,000 ▪Human Resources –HR/Payroll System Enhancements $ 50,000 –Summer Jobs for Youth $ 100,000 5 Estimated FY 2019-20 Encumbrance Liquidation = $5.5 million General Fund Budget Adjustments (cont.) ▪Fire –Deputy Fire Marshal (0.5 FTE) $ 177,250 ▪Police –Records Enhancement $ 25,000 ▪Capital Improvement Program –CalTrain Plaza Art $ 500,000 6 Total GF Expenditure Budget Adjustments =$1,220,250 6 Non-General Fund Budget Adjustments ▪City Manager’s Office –Master Arts Plan $ 100,000 ➢Fund 270 –General Plan Set-Aside 7 ▪Parks & Recreation –Brightview Landscaping Contract $ 66,000 ➢Fund 230 –Common Greens ▪Capital Improvement Project –Transit Village Park $ 60,000 ➢Fund 805/806 –Parkland Acquisition/Parks Construction Fund –South Airport Boulevard Project $ 1,500,000 ➢Fund 820 –East of 101 Traffic Impact Fee Fund QUESTIONS? 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-224 Agenda Date:10/28/2020 Version:1 Item #:18a. Resolution of the City Council of the City of South San Francisco approving amendments to the Fiscal Year 2020-21 Operating Budget. WHEREAS,the City of South San Francisco (“City”)Operating Budget shall hereafter be referred to collectively as the “Operating Budget” for purposes of adopting this Resolution; and WHEREAS,on June 24,2020,a resolution adopting the Fiscal Year (“FY”)2020-21 Operating Budget was approved by City Council; and WHEREAS, additional appropriations are necessary to fund certain projects and/or programs; and WHEREAS, the availability of additional unrestricted funds has been identified within the City’s General Fund. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the amendments to the FY 2020-21 Operating Budget are hereby approved,and it hereby appropriates the funds as set forth in the staff report for this resolution, including all attachments, for FY 2020-21. BE IT FURTHER RESOLVED that fund balance and reserve categories in this document are designed for decision-making and informational purposes only for the City Council and are not intended to replace the reserve classifications supplied by the Governmental Accounting Standards Board (GASB)Statement 54 for governmental funds. BE IT FURTHER RESOLVED that the Director of Finance is hereby authorized to use professional judgment to make corrections to the adopted budget schedules if any related numbers represented on one budget schedule herein do not match the corresponding number as represented in another budget schedule herein. BE IT FURTHER RESOLVED that any adjustments to staffing levels,as detailed in the staff report and accompanying attachments herein are hereby approved,and the Director of Finance is hereby authorized to make commensurate budget adjustments. ***** City of South San Francisco Printed on 10/30/2020Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-609 Agenda Date:10/28/2020 Version:1 Item #:19. Report regarding a resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG)in an amount not to exceed $545,086,authorizing the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 and approving budget amendment 21.018 which would amend the Fiscal Year 2020/21 Capital Improvement Program.(Bianca Liu,Senior Engineer and Tony Barrera, IT Director) RECOMMENDATION Staff recommends City Council adopt a resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG)in an amount not to exceed $545,086,authorizing the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 and approving budget amendment 21.018 which would amend the Fiscal Year 2020/21 Capital Improvement Program. BACKGROUND/DISCUSSION Three initiatives are coming together at the same time which can form the basis of a beneficial Public-Private- Partnership (P3): -Intermountain Infrastructure Group (IIG)installation of privately owned underground conduit as part of a commercial business to provide internet access. -City of South San Francisco’s goal of installing city-owned underground broadband network to: provide free Wi-Fi to residents,transition to adaptive traffic signals,and move towards being a “smart city.” -City/County Association of Governments of San Mateo County (C/CAG)Smart Corridors Expansion Project (Project)in South San Francisco,part of a larger San Mateo County Smart Corridor Project,designed to help with freeway incident management and to improve mobility of local arterial streets by installing Intelligent Transportation System (ITS) equipment. In 2019,the City adopted a Dig Once Policy in an effort to reduce the impact of telecommunications construction in the City’s public right-of-way.As required by the Dig Once Policy (described in Attachment 1), Intermountain notified City staff of their plan to install underground conduit throughout the City.This triggered the process to allow the City and carriers to negotiate with Intermountain to install conduit at a reduced rate.When compared to the cost to the City to install these conduits independently,collaborating with IIG will realize savings in excess of $3 million dollars. Intermountain Infrastructure Group (IIG)is a Full Facilities Based Competitive Location Exchange Provider as granted by the California Public Utilities Commission via Decision 19-02-013.As a Full Facilities Based Competitive Local Exchange Provider,they are authorized by the state to provide telecommunication City of South San Francisco Printed on 10/22/2020Page 1 of 3 powered by Legistar™ File #:20-609 Agenda Date:10/28/2020 Version:1 Item #:19. Based Competitive Local Exchange Provider,they are authorized by the state to provide telecommunication and interexchange services,and they are allowed to place fiber and conduit within City right-of-way pursuant to Public utilities Code section 7901.Although the City cannot completely prohibit IIG’s ability to build within public right-of-way,the City was able to coordinate a route that would mutually benefit the both parties. Attachment 2 includes a map of the coordinated proposed IIG route within the City.The attached agreement is for the Phase I routes. The Phase II routes are future planned IIG improvements. South San Francisco is pursuing,wherever possible,the goal of installing city-owned underground conduit and fiber optics cables.Partnering with IIG will expand SSF’s citywide fiber network by adding eleven miles of city-owned conduits.This is the first project to take advantage of the Dig Once Policy,and presents a one-time opportunity to expand our fiber infrastructure throughout the city at a substantial savings. The City’s cost of participation for Phase I shown in Attachment 2 is $545,086,and is included in the proposed FY 2020-2021 Capital Improvements Program (CIP)budget.Participation allows the City to build out our broadband network with large cost savings,because the cost of the trench would be shared amongst all participants. Phase II would come as a separate agreement at a later time. C/CAG’s South San Francisco Smart Corridors Expansion is part of a larger San Mateo County Smart Corridor Project designed help with freeway incident management and to improve mobility of local arterial streets by installing Intelligent Transportation System (ITS)equipment.This Project is fully funded by C/CAG, using a mix of funding from State Transportation Improvement Program (STIP),Traffic Light Synchronization Program (TLSP) grant, and county funds. The IIG Phase I routes align with the needs of the Smart Corridors Project,which includes Airport Boulevard, Oyster Point Road,Gateway Boulevard,and Grand Avenue,all close to the freeway corridor and consist of major and minor arterials that extend north-south parallel to U.S.101 or east-west arterial-to-freeway connectors. Fiber infrastructure plays a critical role in the Smart Corridors Project,necessary for the Smart Corridors to operate.Instead of C/CAG paying the full cost of fiber installation,C/CAG has agreed to partner with the City and pay for the route that overlaps this project.Attachment 3 is a map of the Smart Corridors Route.C/CAG will pay $300,000 to the City to purchase conduits for the Smart Corridor project,thereby reducing their construction costs by $1 million and saving the City $300,000 of the total $545,086 purchase.The subject funding agreement was reviewed and approved by the C/CAG Board at their June Board Meeting. FISCAL IMPACT The total amount required to for the purchase and installation of fiber in the IIG Phase I route is $545,086.This amount has been included in the FY 2020-2021 Capital Improvements Program (CIP)budget as part of Project ST2102 Broadband Expansion Project.Approving the resolution authorizing the City Manager to execute a funding agreement with C/CAG will reduce the City’s cost by $300,000. RELATIONSHIP TO STRATEGIC PLAN Adopting this resolution will contribute to the City’s Strategic Plan outcome of improved Quality of Life by providing eleven miles of underground conduit for future use.This will enable the City to install fiber optic cables by threading it through existing conduits to build out the City’s network and support Wi-Fi access citywide. City of South San Francisco Printed on 10/22/2020Page 2 of 3 powered by Legistar™ File #:20-609 Agenda Date:10/28/2020 Version:1 Item #:19. CONCLUSION Staff recommends City Council adopt a resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG)in an amount not to exceed $545,086; authorize the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000;and approve budget amendment 21.018 to amend the Fiscal Year 2020/21 Capital Improvement Program. Attachments: 1.Open Trench (Dig Once) Notification Policy 2.IIG Location Map 3.SSF Smart Corridors Location Map 4.PowerPoint Presentation City of South San Francisco Printed on 10/22/2020Page 3 of 3 powered by Legistar™ Page 1 of 4 1.Open Trench Notification Policy and Procedure 1.1. Policy Summary Pursuant to Chapter 13.40 of the City of South San Francisco’s Municipal Code, the Public Works Department hereby implements the following procedure to notify interested parties when permit applications for excavations in the public right of way (ROW) are received or public works projects involving excavations or similar work in the ROW are tendered. This Open Trench Notification procedure is triggered when a proposed or planned project meets certain criteria. Following notification, interested parties may coordinate colocation of facilities in the excavation with the project lead (the applicant or the Public Works Department, as appropriate). Following completion of the project, any excavations in the affected area in the subsequent five years may be subject to enhanced remediation requirements, as determined by the Public Works Department. 1.2. Notification Trigger When an encroachment permit application is received for improvements on the Public right-of- way, or when specifications for a public works project are approved for public distribution by the Public Works Director, the project plan will be reviewed to determine if the following criteria are met: 1.2.1. The project involves utility infrastructure construction, road construction or resurfacing, or other work that will result in an excavation that could reasonably include, or prepare for, the installation of broadband conduit. 1.2.2. It spans 900 feet or three city blocks within the ROW, or involves terrain that is difficult or expensive to traverse (e.g. a bridge), or is an element of a larger project that will require installation or upgrading of utility infrastructure. When a proposed project meets the above criteria, the Open Trench Notification process is triggered, and notification will proceed. Note: The Public Works Director/City Engineer generally does not consider utility projects that only include trenching for sanitary sewers, storm drains, gas mains or water main rehabilitations Attachment 1 Page 2 of 4 as reasonable projects to include the installation of broadband conduit and therefore said projects would not generally trigger an Open Trench Notification. 1.3. Notification Procedure The Public Works Department will maintain a current list of telecommunications/broadband companies (Telecom List) that have a history of installing telecommunications infrastructure in the Public right-of-way, or have the potential for doing so in the future. The initial Telecom List will be based on existing information regarding such parties, to the best of the Department’s knowledge and will include contact information for the company’s representative. A link to the adopted Dig Once Ordinance, a summary of this Open Trench Notification Policy, and a current Telecom List will be posted on the Public Works Department’s website. The Public Works Department will add or delete parties from the Telecom List upon request or based on independently acquired information. The Telecom List will also include staff designated by the City’s Information Technology Department. Upon establishment of the initial Telecom List, the Public Works Department will send an email to all parties on the Telecom List with a link to the Dig Once webpage on City’s website . The email will inform the parties of the adoption of the Dig Once ordinance and how to participate in projects that meet the trigger. Thereafter, whenever the process is triggered, the Public Works Department will email a copy of the relevant Public Notice to Telecommunications Service Providers and the blank application for a Notice of Intent to Participate (NOIP) in the process to the parties on the list. Third Party Telecommunications Service Providers, including the Information Technology Department (ITD), will have 30 calendar days to inform the Public Works Department of their interest in collocating facilities in the project area by submitting a completed NOIP and Application Fee by the due date written in the Public Notice to Telecommunications Service Providers. If no competent responses are received in that period, the Open Trench Notification process will be deemed complete. If received within the 30 calendar day notification period, competent NOIP responses will be forwarded to the applicant/project lead and Third Party applicants by the Public Works Department within 14 calendar days from the due date of the Notice of Intent to Participate. Responses will be deemed competent if the utility company is a telecommunications provider operating under the authority of the California Public Utilities Commission to operate as a full facilities based competitive local exchange carrier. It is the responsibility of the applicant/project lead and Third Party respondents to negotiate the scope and terms of agreement for collocation work in good faith. If a Third Party respondent believes that the applicant/project lead is not negotiating in good faith, then a protest detailing the dispute may be submitted to the Public Works Department. The Public Works Department will review the status of a notification no less than 30 days after the final response was forwarded to the applicant/project lead or after being informed by the parties that agreement for collocation work has been reached, whichever is soonest. If agreement for collocation work has been reached, then the parties will amend the initial encroachment permit Page 3 of 4 application as necessary, and the notification process will be deemed complete. If no agreement for collocation work has been reached and no protest has been submitted, then the notification process will also be deemed complete. If the agreement for collocation work is for improvements to be constructed as part of a City Capital Improvement Project, then the Third Party will be required to provide the City with improvement plans for the telecommunications facilities for public bidding. At the discretion of the Public Works Director, the Public Works Department may also allow for Third Party applicants to construct its proposed collocation improvements with its own forces in advance of a City Capital Improvement Program project. When a protest regarding collocation work between parties is submitted, the Public Works Department will determine if the information provided by the protestor is, on the balance, sufficient to demonstrate that further negotiation is appropriate. If it is, then the parties may be allowed an additional 30 days to reach an agreement. Subsequent 30 day periods may be allowed by the Public Works Department if subsequent protests are submitted and determined to be sufficient. If the Public Works Department determines that a protest is not sufficient to demonstrate the need for further negotiation, then the notification process will be deemed complete. 1.4. Protests The procedure for receiving, processing, and reviewing any protests regarding negotiations between the parties for collocation of conduits and telecommunication facilities in the project area is as follows: All protests must be submitted in writing to the City Engineer within 30 calendar days from the date in which the Applicant/Project lead and Third Party collocation applicant were informed by the City of the competent NOIP response. The City Engineer or his/her designee will review the protest and will decide if further negotiation is warranted within 7 calendar days of receipt of the protest. The review criteria will consider the proposed terms of the agreement between the parties including but not limited to proposed cost sharing amounts and impacts to schedule. The decision by the City Engineer for determining whether the information provided in support of a protest sufficiently demonstrates that further negotiation is appropriate, and the timeline for such further negotiation if warranted will be final and no appeal will be accepted. 1.5. Sample Notifications Sample Public Notice to Telecommunications Service Providers (Exhibit A) Sample Notice of Intent to Participate (Exhibit B) 1.6. Requirement for Encroachment Agreement In an effort to streamline the permitting process of installing and upgrading telecommunications equipment as part of the City’s Dig Once Policy, all parties installing and operating telecommunications facilities in the Public Right-of-Way shall be required to enter into an Page 4 of 4 Encroachment Agreement with the City. Among other requirements, said Agreements will include provisions for Open Trench Participation with Third Parties and with the City on Capital Improvement Projects. See Appendix for a template for a standard Encroachment Agreement for Telecommunications Companies. 1.7. Completion of Notification Process If the Open Trench Notification process is triggered by an Encroachment Permit application, then the application cannot be approved until the process is complete. If the Open Trench Notification process is triggered by the implementation of a City Capital Improvement Program (CIP) project, then the Plans and Specifications for the project cannot be approved by the City Engineer until the Open Trench Notification process is complete. If the process is complete and the Encroachment Permit application or CIP project, as may be amended, is approved and the permitted work commences, then any subsequent excavation work in the project area will be subject to enhanced remediation requirements for five years following the completion or abandonment of the work. 1.8. Enhanced Remediation Requirements The Public Works Director is responsible for 1. determining the time, place and manner of utility work conducted in the ROW and 2. building and maintaining streets and other public facilities in the ROW. This responsibility include determining reasonable and necessary standards for mitigating damage or degradations to public facilities as a result of any such work. Consistent with this responsibility, the Public Works Director will establish standards and/or processes that ensure that excavations performed in an area where an Open Trench Notification Process has been completed will include all work necessary to restore the area to its original condition prior to the excavation. These standards and process may be general in nature, or specific to an excavation. 1.9. Waivers At the discretion of the Public Works Director, this Open Trench Notification policy may be waived or varied, in whole or in part, in the event of an emergency or urgent conditions that require immediate action, or for other good cause relating to the public welfare. SSF Dig Once - Intermountain Infrastructure Group (IIG) Build OutLegendSouth San Francisco IntersectionsCity Traffic SignalOther IntersectionsProposed Fiber RoutesCaltrans (22)San Mateo County (2)IIG Phase I Fiber RouteAs of:7/27/20IIG Phase II Fiber RouteAttachment 2 Attachment #3 Smart Corridor Route Location Map BILL OF SALE WITH INTERMOUNTAIN & PURCHASE AGREEMENT WITH C/CAG OCTOBER 28, 2020 1 Government Code Section 54957.5 SB 343 Agenda: 10/28/2020 Item # 19 INTERMOUNTAIN INFRASTRUCTURE GROUP (IIG) 2 Intermountain Infrastructure Group (IIG) is a Full Facilities Based Competitive Location Exchange Provider as granted by the California Public Utilities Commission via Decision 19-02-013. •IIG is proposing to install underground conduit throughout the City •IT requested to join the trench/bore •Identified routes that are mutually beneficial •Over $3 Million in cost savings •Smart Corridors Route Overlap INTERMOUNTAIN INFRASTRUCTURE GROUP 3 RECOMMENDATION 4 •Approve a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG) in an amount not to exceed $550,000 $545,086 •Approve a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 •Total Cost = $250,000 $245,086 The Grand Boulevard Initiative QUESTIONS? 5 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-610 Agenda Date:10/28/2020 Version:1 Item #:19a. Resolution authorizing the City Manager to execute a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG)in an amount not to exceed $550,000,authorizing the City Manager to execute a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000 and approving budget amendment 21.018 which would amend the Fiscal Year 2020/21 Capital Improvement Program. WHEREAS,the City adopted a Dig Once Policy in an effort to reduce the impact of telecommunications construction in the City’s public right-of-way by providing opportunities for multiple telecommunication service providers and other parties to negotiate collocation and joint trenching of conduits,fiber optic cables, and other related equipment as a part of an “open trench” process; and WHEREAS,Intermountain Infrastructure Group (IIG)is a Full Facilities Based Competitive Location Exchange Provider as granted by the California Public Utilities Commission via Decision 19-02-013 and is considered a telecommunications service provider; and WHEREAS,as required by the Dig Once Policy,IIG notified City staff of their plan to install underground conduit throughout the City and provided the City an opportunity to negotiate collocation of conduits as a part of the open trench process; and WHEREAS,the City desires to participate in the open trench process through purchasing conduits from IIG and collocating such city-owned conduits with IIG’s planned Phase I route; and WHEREAS,by partnering with IIG the City will add eleven miles of city-owned conduit,which presents a major opportunity to build a city-wide fiber network; and WHEREAS,the City and IIG have negotiated a bill of sale for the purchase of conduits and related components for an amount of $545,086, attached hereto and incorporated as Exhibit A; and WHEREAS,this amount is included in the proposed FY 2020-2021 Capital Improvement Program (CIP) budget as part of the Broadband Expansion Project (ST2102); and WHEREAS,C/CAG is funding the South San Francisco Smart Corridors Expansion Project (Project No. tr2002),which is part C/CAG’s larger San Mateo County Smart Corridor Project designed to help with freeway incident management and to improve mobility of local arterial streets by installing Intelligent Transportation System (ITS) equipment; and WHEREAS,portions of the IIG Phase I route overlap with the South San Francisco Smart Corridors Expansion City of South San Francisco Printed on 12/17/2020Page 1 of 2 powered by Legistar™ File #:20-610 Agenda Date:10/28/2020 Version:1 Item #:19a. Project route; and WHEREAS,C/CAG has agreed to fund the purchase of the conduits for the portion of the right-of-way covered by the IIG route that aligns with the Smart Corridors Project; and WHEREAS,the City and C/CAG desire to enter into a funding agreement,attached hereto and incorporated herein as Exhibit B,for conduit purchase and installation and to specify each party’s obligations for implementing and funding the conduit purchases; and WHEREAS,C/CAG approved the funding agreement included in Exhibit B at its June 2020 Board Meeting; and WHEREAS,the City Council’s approval of the bill of sale and the funding agreement will contribute to the City’s Strategic Plan outcome of improved Quality of Life by providing eleven miles of underground conduit for future use,and will enable the City to more easily and cost-efficiently install fiber by threading it through existing conduits to build out the City’s network and expand Wi-Fi access citywide. NOW THEREFORE BE IT RESOLVED,that the City Council of South San Francisco hereby approves a bill of sale for the purchase of conduit with Intermountain Infrastructure Group (IIG)in an amount not to exceed $545,086, attached hereto and incorporated herein as Exhibit A. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute the bill of sale in Exhibit A for the purchase of conduit with Intermountain Infrastructure Group (IIG),subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED,that the City Council of South San Francisco hereby approves a funding agreement with C/CAG for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000, attached hereto and incorporated herein as Exhibit B. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute a funding agreement with C/CAG in Exhibit B for the purchase of the conduits which overlap with the Smart Corridor project in an amount not to exceed $300,000, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED,that the City Council of South San Francisco hereby approves budget amendment 21.018. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to make any revisions,amendments or modifications deemed necessary to carry out the intent of this Resolution that do not materially alter or increase the City’s obligations thereunder, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to take any other related action necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 12/17/2020Page 2 of 2 powered by Legistar™ Page 1 of 12 CONDUIT BILL OF SALE AND OPERATION OF JOINT TRENCH AGREEMENT This Conduit Bill of Sale and Operation of Joint Trench Agreement (“Agreement”) is made effective as of ___________ _____, 2020 (“Effective Date”) by and between Intermountain Infrastructure Group, LLC, a Delaware limited liability company with offices at 533 Airport Blvd, Suite 400, Burlingame, CA, 94010 (“IIG”) and City of South San Francisco, a California municipal corporation, with an address of 400 Grand Ave., South San Francisco, CA 94080 (“City”). Each may be referred to herein as a “Party” and collectively as the “Parties.” WHEREAS, IIG is building, has built, or will build a conduit system along a segment identified as “IIG Phase I Fiber Route” and as more particularly described and depicted on Schedule 2 attached hereto and incorporated herein by this reference (“Conduit Segment”); and WHEREAS, City desires to obtain title to two (2) of those certain two-inch Conduits (defined below) covered under the Phase I Fiber Route and those certain handholes as further delineated in Exhibit A pursuant to the terms of this Agreement; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable considerable, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.Conduits. IIG has dug or will dig a trench for which IIG will install two (2) two-inch (2”) pipes or tubes, in accordance with the specifications provided in Schedule 1 (“Conduits”), so that City may pull its fiber optic cables through the Conduits which shall traverse the route more particularly described and referred to as the Conduit Segment. Upon execution of a Bill of Sale as defined in Section 5, the City shall obtain all rights and title to the Conduits. 2.Handholes. IIG will install and place those certain handholes along the Conduit Segment as more particularly delineated in Schedule 2 (“Handholes”) which shall be for the City’s sole use, enjoyment, and responsibility, upon the execution of the Bill of Sale defined in Section 5. 3.Inspection and Acceptance. It is the mutual intention of the Parties that the construction of the Conduit Segment and Handholes commence upon the Effective Date and be completed prior to September 30,2021 (“Completion Date”). The City’s Public Works Department shall conduct a final inspection of the Conduit Segment and Handholes for acceptance or rejection by the City. IIG shall provide written notice of completion of construction and request the City to inspect the Conduit Segment and Handholes, within forty-five (45) days of City’s receipt of such notice of completion. The City shall provide written notice to IIG whether the Conduit Segments and Handholes are accepted or rejected upon proper installation of facilities, compaction of backfill, and replacement of pavement to the satisfaction of its Public Works Department, in accordance with all specifications and requirements contained within the permits issued by the City. Within forty-five (45) days of receipt of the notice of the Completion Date, City shall return to IIG a written notice either accepting or rejecting the Exhibit A Page 2 of 12 Conduit Segment. If City rejects the Conduit Segment and/or Handholes, City shall also specify in writing, in reasonable detail, the defect or failure in the Conduit Segment and/or Handholes in relation to the specifications in Schedule 1. If City fails to notify IIG of its acceptance or rejection within such 45-day period, City shall be deemed to have accepted the Conduit Segment and/or Handholes, as applicable. The date of such notice of acceptance or deemed acceptance of the Conduit Segment and Handholes shall be the “Acceptance Date.” In the event of any written rejection by City, IIG shall take such action as reasonably necessary, and as expeditiously as practicable, to correct or cure such defect or failure, and the process of acceptance shall be repeated. The foregoing notwithstanding, if City uses any portion of the Conduit Segment prior to issuing a formal acceptance, other than for testing, such use shall constitute acceptance of the Conduit Segment with an Acceptance Date effective as of the earliest documented use by City. 4. Fee. The total payment of $545,086, (“Fee”), which shall cover the total value of the Conduits trenching and boring footages and the Handholes, shall be paid, via wire transfer or check within six (6) months of the Acceptance Date. 5. Bill of Sale. In consideration for IIG’s receipt of the Fee, IIG shall execute the “Bill of Sale” in substantially the same form as that provided in Schedule 3, attached hereto and incorporated herein. 6. Underlying Rights. IIG shall obtain, in full force and effect, all rights, licenses, permits, authorizations, franchises, rights of way, easements (collectively, the “Underlying Rights”) from the City or other governmental regulatory authority that are necessary for IIG to obtain in order to permit IIG to construct and install the Conduit Segment and Handholes in accordance with this Agreement, and pay all required fees associated with procuring such Underlying Rights. City shall obtain and maintain in full force and effect, all Underlying Rights necessary for City to obtain in order to use and operate its fiber optic system and ancillary equipment. City and IIG agree to cooperate with and support each other in complying with any requirements applicable to their respective rights and obligations hereunder by any governmental authority. 7. Maintenance. From and after the Acceptance Date, all maintenance and repair of the Handholes shall be the sole responsibility and expense of City. IIG will routinely mark the location of existing conduits in response to underground service alert (USA) notifications, provide maintenance services and repair work as necessary for the Conduit Segment including the Conduits for twenty (20) years following the Effective Date at no charge to the City. After the twenty (20) year period, the City shall reimburse IIG for the cost of all maintenance and repair work attributable to the City’s Conduits, at its sole expense. IIG shall continue to be responsible for maintenance and repair of the Conduit Segment including the City Conduits, but shall be only responsible for the cost of such work attributable to its network and remainder of the Conduit Segment excluding the City Conduits. Page 3 of 12 8. Relocation of City Conduits. If, after the Acceptance Date with respect to the Conduits, IIG is required (i) by any governmental authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Underlying Right, (iii) by any other person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any force majeure event (which, for the purposes of this section, is defined as events beyond the reasonable control of either City or IIG, without the fault or negligence of either of them, and cannot be reasonably mitigated, overcome or avoided by due diligence), to relocate the Conduits or any portion thereof, and to the extent that such relocation does not arise from or relate to the fault or negligence of IIG in locating (such as failure to fulfill its obligations under Section 6 of this Agreement), trenching, installation or maintenance of the Conduit Segment, then IIG shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. The City shall be kept fully informed of determinations made by IIG in connection with such relocation, and any such relocation shall be built according to the specifications of Schedule 1 and be subject to Acceptance Testing. The City shall reimburse IIG for its proportionate share of the costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) directly and necessarily related to such relocation (to the extent IIG has not been reimbursed by the Relocating Authority) allocated to the City pro rata based on the number of conduit within the affected trench of the Conduit Segment. 9. Taxes. IIG shall be responsible for obtaining all Underlying Rights, licenses, permits, and other necessary governmental approvals and shall timely pay any and all taxes and franchise license and permit fees (collectively “Taxes”) based on the physical location and occupation of the Conduit Segment and Handholes and/or construction thereof in, on, across, along or through public or private roads, highways or rights-of-way. From and after the Acceptance Date, all Taxes assessed against City (or IIG if the Taxes should have been assessed on City) for its use and ownership of the Conduit Segment and Handholes shall be the sole expense and responsibility of the City. 10. Representations and Warranties. Each Party represents and warrants that: a. it has full right and authority, including any requisite corporate authority, to perform its respective obligations under this Agreement; b. the execution of this Agreement is not in violation of its charter, by-laws or any law, regulation or agreement by which it is bound or to which it is subject; c. no litigation or governmental proceeding is pending or threatened in writing which might have a material adverse effect on this Agreement, the transaction contemplated by this Agreement or the rights of the Parties hereunder. 11. Indemnification. Each Party shall indemnify and hold harmless the other Party and its respective officers, agents and employees from and against all claims, damages, losses, liabilities, and costs arising from its acts or omissions pursuant to this Agreement including without limitation attorneys’ fees and cost. Page 4 of 12 12. Limitations of Liability. Neither Party shall be liable in any action initiated by one against the other for special, indirect, consequential or punitive damages resulting from or arising out of this Agreement, or the performance of the work hereunder, including, without limitation, economic loss or loss business or profits or business interruptions, however same may be caused. 13. Insurance. From the Effective Date through the Acceptance Date, IIG shall obtain and maintain, and shall require any of its permitted subcontractors to obtain and maintain, not less than the insurance set forth below: a. Workers' Compensation: Statutory; and employer’s liability insurance covering death or injury to any person or persons, or damage to property arising from the operations of vehicles or equipment, with limits of not less than $1,000,000 per occurrence. b. Commercial General Liability: Written on a per occurrence basis to include coverage for: Broad Form Property Damage; Bodily Injury; Personal Injury; Blanket Contractual Liability; and Products/Completed Operations, with a combined single limit per Occurrence not less than $2,000,000. c. Automotive Liability: Covering death or injury to any person or persons, or damage to property arising from the operation of vehicles or equipment, for all vehicles owned, hired, non-hired, non-owned and borrowed by contractor in the performance of the obligations covered under this Agreement, with limits of not less than $1,000,000 per occurrence. 14. Notices. All notices shall be in writing and shall be delivered by certified mail return receipt requested or by overnight delivery that is capable of providing proof of delivery. Any such notice shall be deemed effective on the date of mailing. All notices shall be addressed to the Parties as follows: City: City of South San Francisco Attn: Public Works Director 550 North Canal Street, South San Francisco CA 94080 IIG: Intermountain Infrastructure Group, LLC 533 Airport Blvd, Suite 400 Burlingame, CA, 94010 15. Severability. In the event that any term or provision of this Agreement is declared to be illegal, invalid or unconstitutional, then that provision shall be deemed to be deleted from this Agreement and have no force or effect and this Agreement shall thereafter continue in full force and effect, as modified. 16. Confidentiality. In connection with this Agreement, either Party may furnish to the other certain information that is marked or otherwise clearly identified as proprietary or confidential or is produced or developed during the working relationship between the Page 5 of 12 Parties and which would, if disclosed to competitors of either Party, give or increase such competitors’ advantage over the Party or diminish that Party’s advantage over its competitors (“Confidential Information”). This Confidential Information may include, among other things, documentation, data, drawings, specifications, plans, and other technical or business information. The parties acknowledge that the City is subject to the California Public Records Act and records and documents in the City’s possession are generally considered public records unless protected by a specific exemption. In addition, the parties acknowledge that the City may not be in a position to establish that any information not marked as confidential pursuant to this Agreement is confidential, proprietary, or considered trade secrets. Thus, notwithstanding any provisions of this Agreement, the City shall not be liable or in any way responsible for the disclosure of any information provided by IIG that has not been plainly marked or clearly identified as Confidential Information. For purposes of this Section 15, the Party that discloses Confidential Information is referred to as the “Disclosing Party” and the Party that receives Confidential Information is referred to as the “Receiving Party”. a. Duties of Receiving Party. With respect to Confidential Information disclosed under this Agreement, the Receiving Party shall: i. hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information; ii. restrict disclosure of the Confidential Information solely to those of its or its affiliates’ employees, contractors or consultants who have a need to know, require such contractors or consultants to sign a confidentiality agreement that contains use and disclosure restrictions as restrictive as in this Section 16, and not disclose the Confidential Information to any other person or entity without the prior written consent of the Disclosing Party; iii. advise those employees of their obligations with respect to the Confidential Information; and iv. use the Confidential Information only in connection with the performance of this Agreement except as the Disclosing Party may otherwise agree in writing. b. Permitted Disclosures. The Receiving Party shall have no obligation to preserve the proprietary nature of Confidential Information which: i. was previously known to the Receiving Party free of any obligation to keep it confidential; ii. is or becomes publicly available by means other than unauthorized disclosure; iii. is developed by or on behalf of the Receiving Party legally and independently of any Confidential Information furnished under this Agreement; iv. is received from a third Party whose disclosure does not violate any confidentiality obligation; or v. is required to be disclosed by law, such as if disclosure is required under the Public Records Act or ordered for disclosure by court or administrative order. Page 6 of 12 Notwithstanding any other provisions of this Agreement, IIG agrees to indemnify, defend and hold harmless the City, its officers, agents and employees from any claims, liabilities, damages and costs incurred by or awarded against the City in favor of a third party initiating legal action to obtain IIG’s Confidential Information covered by this Agreement. 17. Dispute Resolution. Except for an action seeking a temporary restraining order or injunction, or suit to compel compliance with this dispute resolution process, the Parties agree to use the dispute resolution procedures set forth in this Section with respect to any controversy or claim arising out of or relating to this Agreement. For a period of thirty (30) days after notice from either Party, the Parties shall attempt in good faith to resolve the dispute by direct negotiation of representatives of the Parties. 18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of California, without reference to its conflicts of law principles. Each Party hereby submits to the jurisdiction and venue of the courts in San Mateo County California for purposes of any litigation related to the Agreement and irrevocably waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any Party thereto. 19. Survival. Any and all provisions of this Agreement which, by their nature, would reasonably be expected to be complied with or performed after the expiration or termination of this Agreement shall survive and be enforceable after the expiration or termination of this Agreement. 20. Relationship of the Parties. The relationship of the Parties is that of independent contractor and not as the agent, employee or legal representative of the other. Each Party has and hereby retains the right to exercise full control of and supervision over the performance of its obligations hereunder and full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. 21. Amendment. No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties. Neither Party shall assign any of its rights hereunder without the prior written consent of the other Party. 22. Rules of Construction. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement or as amplifying or limiting any of its content. Words in this Agreement which import the singular connotation shall be interpreted as plural, and words which import the plural connotation shall be interpreted as singular, as the identity of the Parties or objects referred to may require. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such Page 7 of 12 agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. 23. Entire Agreement. This Agreement, including all Schedules, contains the entire agreement between the Parties and supersedes all prior and contemporaneous communications, understandings and agreements with respect to the subject matter hereof, whether written or oral, expressed or implied. No other agreement, statement, promise, or practice between the Parties relating to the Agreement shall be binding upon the Parties. 24. Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Facsimile signatures shall be treated as originals. IN WITNESS WHEREOF, IIG and City have each duly executed and delivered this Conduit Bill of Sale and Operation of Joint Trench Agreement as of the Effective Date. IIG: City: Intermountain Infrastructure Group, LLC City of South San Francisco By: ___________________________ By: _____________________________ Name: _________________________ Name: __________________________ Title: __________________________ Title: ____________________________ Date: __________________________ Date: ____________________________ Page 8 of 12 Schedule 1 Conduit and Construction Specifications 1. GENERAL. This Schedule 1 outlines the specifications for construction of the Conduits. In all cases, the standards contained in this Schedule or the standards of the federal, state, local or private agency having jurisdiction, whichever is stricter, shall be followed. In addition, all work and the resulting conduit system will comply with the current requirements of all governing entities (FCC, NEC, DEC, and other national, state, and local codes). Approvals of all proposed plans and specifications for construction shall be subject to the issuance of an encroachment permit from the City of South San Francisco Public Works Department. 2. MATERIAL. HDPE shall be a minimum of SDR-11. PVC conduit shall be minimum Schedule 40 wall thickness. Buried cable warning tape shall be three inches (3”) wide and display "Warning: Buried Fiber Optic Cable" and emergency One Call "800" numbers printed every twenty-four inches (24”). 3. MINIMUM DEPTHS. The minimum cover required in the placement of Conduits shall be forty-two inches (42”). Additional depth will be required in ditches, forty-eight inches (48”) and across streams, washes, culvert outfalls, and other waterways, sixty inches (60”). At locations where the Conduits crosses other subsurface utilities or other structures, the Conduits shall be installed to provide a minimum of twelve inches (12”) vertical clearance at the applicable minimum depth; otherwise, the Conduits will be installed under the existing utility or other structure. If, however, adequate clearance cannot be obtained and the Conduits must be placed above, steel conduit shall be used. In rock, the Conduits depth shall be 36 to 42 inches in HDPE, 24 to 36 inches in steel conduit, 18 to 24 inches in HDPE, PVC or steel conduit and concrete encased. PVC or HDPE conduit will be backfilled with six inches (6”) inches of select materials (padding) in rock areas. Polyurethane channel (Fiber-Rockgard or equivalent) may be used as protective cover in lieu of select material padding. In the case of the use/conversion of existing steel pipelines or existing conduit systems, the existing depth shall be considered adequate. 4. BURIED CABLE WARNING TAPE. The Conduits will be installed with buried cable warning tape except. The warning tape shall be placed above the Conduits with generally 18 to 24 inches of cover. 5. CONDUIT CONSTRUCTION. The Conduits may be placed by means of trenching, plowing, jack and bore, or directional bore. The Conduits will generally be placed on a level grade parallel to the surface, with only gradual changes in grade elevation. Crossings of roads Page 9 of 12 maintained by government bodies and railroad crossings will be encased in HDPE conduit, or as required by the permitting authority. 6. INNERDUCT INSTALLATION. Innerduct(s) shall be installed in all steel or PVC conduits. Innerduct(s) shall extend beyond the end of all conduits a minimum of twelve inches (12”). Both the conduit and innerducts shall be sealed with foam sealant and/or duct plugs after installation. 7. HANDHOLES/MANHOLES. Handholes/manholes will be installed at intervals appropriate to site conditions. Manholes are to be installed in street builds. 8. DEVIATIONS FROM SPECIFICATIONS. IIG may only deviate from these specifications when field conditions or other requirements dictate with City’s prior approval. 9. CONDITION OF CONDUIT. The Conduits shall be free of any blockages, collapse points or other impediments that would prevent installation, operation, maintenance or removal of the City’s fiber optic cable. 10. AS-BUILT FILES. IIG shall provide Auto-CAD as-built files of the Conduit Segment upon completion and City’s acceptance of the Conduit Segment. Page 10 of 12 Schedule 2 Route Map Schedule 2 is attached to and incorporated herein, is a genuine estimate of the path the Conduits will traverse and is approximately 58,292 feet of conduit, which is subject to municipal approval. Any material changes to the routes shall be subject to the written consent of City, which may be withheld in City’s sole and absolute discretion, unless the change to the route is due to municipal authority. This Bill of Sale agreement is for the route identified as IIG Phase I Fiber Route. Page 11 of 12 Schedule 3 Bill of Sale This Bill of Sale is entered into _(Month)_ (Day), 2020 by between Intermountain Infrastructure Group, LLC, a Delaware limited liability company with offices at 533 Airport Blvd, Suite 400, Burlingame, CA, 94010 (“IIG”) and City of South San Francisco, a municipality organized under the laws of California, with an address of 400 Grand Ave., South San Francisco, CA 94080 (“City”). This Bill of Sale is made pursuant to the Conduit Bill of Sale and Operation of Joint Trench Agreement entered into by and between IIG and City (Month) (Day), 2020 (the "Agreement"), to transfer the Conduits and Handholes, as fully defined herein. Any capitalized term used but not defined in this Bill of Sale have the meaning, if any, set forth in the Agreement. Conveyance. For good and valuable consideration in the amount of $XXXX to be paid in accordance with the Agreement, the receipt and adequacy of which IIG hereby acknowledges, IIG hereby irrevocably sells, assigns, transfers, conveys, grants, bargains, and delivers to City, all of its right, title, and interest in and to that certain XXXX feet of conduit spanning XXXX and associated Handholes, as more particularly depicted in the Agreement. Representations and Warranties. IIG represents and warrants that (1) IIG is conveying good and valid title to the Conduits and Handholes, free and clear of all encumbrances, debts, mortgages, attachments, pledges, charges, claims, and liens of any kind; (2) IIG has the right to sell the Conduits to City and shall warrant and defend the right against the lawful claims and demands of all persons in accordance with the terms and conditions of the Agreement; (3) the Conduits has been fully installed within the Route as of the date hereof in accordance with the specifications therefor set forth in the Agreement; and (4) IIG has all necessary permits, licenses and/or easements to use the property through which the Route is located as necessary to maintain such Route. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 2 ABOVE AND IN THE AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE CONDUIT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BY ACCEPTING THIS BILL OF SALE, BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE AGREEMENT. Governing Law. This Bill of Sale is governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Page 12 of 12 Incorporation of Agreement. This Bill of Sale incorporates by reference all of the terms of the Agreement, including but not limited to IIG's representations, warranties, covenants, and agreements relating to Conduits and Handholes, as if each term was fully set forth herein. In the event of conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement govern and control. Counterparts. This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Bill of Sale delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Bill of Sale. IN WITNESS WHEREOF, IIG and City have each duly executed and delivered this Bill of Sale as of the date first written above. IIG: City: Intermountain Infrastructure Group, LLC City of South San Francisco By: ___________________________ By: _____________________________ Name: _________________________ Name: __________________________ Title: __________________________ Title: ____________________________ Date: __________________________ Date: ____________________________ 3573801.1 Exhibit B City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. Report regarding a resolution authorizing the City Manager to execute a professional services contract with Traffop Corp of Scottsdale, Arizona to procure an automated traffic signal performance measures (ATSPM) system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902) in an amount not to exceed $278,410. (Bianca Liu, Senior Civil Engineer) RECOMMENDATION Staff recommends that City Council adopt a resolution authorizing the City Manager to execute a professional services contract with Traffop Corp of Scottsdale,Arizona to procure an automated traffic signal performance measures (ATSPM)system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902) in an amount not to exceed $278,410. BACKGROUND/DISCUSSION In 2017,MTC issued a call for projects for a new regional grant program called Innovative Deployments to Enhance Arterials (IDEA).The IDEA program was designed as a funding opportunity to support agencies to deploy advanced technologies along arterials to enhance mobility,sustainability,and safety across all modes of transportation. The core goals of IDEA are to: 1.Improve travel time and travel time reliability along arterials for autos and transit vehicles; 2.Improve safety of motorists, transit riders, bicyclists, and pedestrians; 3.Decrease motor vehicle emissions and fuel consumption; and 4.Improve knowledge of and proficiency in the use of advanced technologies for arterial operations. In response to the said call for projects,staff submitted a Category 1 grant application for the East of 101 Traffic Signal Improvements Project (Project No. tr1902), which included the following: 1.Implementation of a Variable Lane Assignment (VLA) 2.Procurement of an Automated Traffic Signal Performance Measures (ATSPM) System. In February 2018,staff was notified that the City’s application was approved for the full requested grant amount of $532,000. On September 12,2018,the City Council adopted Resolution No.149-2018 and 152-2018,authorizing the City Manager to execute the Funding Agreements for the IDEA Category 1 Project. The East of 101 Traffic Signal Improvements Project (Project No.tr1902)aims to improve arterial operations and enhance safety at signalized intersections throughout the City.This will start by deploying an ATSPM system in the East of 101 area at 33 signalized intersections along several corridors in South San Francisco that either parallel US 101,or feed into it.These corridors are critical to the region as they serve as de facto bypass routes to the I-380 and US 101 freeways in the event of incidents or major congestion.In addition to this project,the City is implementing other transportation technology enhancements in the project area to move traffic more efficiently through these corridors. City of South San Francisco Printed on 10/22/2020Page 1 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. The project intersections are shown in Attachment 1. The arterials include: ·Airport Boulevard: Tower Place to S Produce Avenue (7 signals) o Airport Blvd. & Tower Place o Airport Blvd. & Sister Cities Blvd. o Airport Blvd. & Butler Avenue o Airport Blvd. & Linden Avenue o Airport Blvd. & Miller Avenue o Airport Blvd. & Grand Avenue o Airport Blvd. & Baden Avenue ·Oyster Point Boulevard: Gateway Boulevard to Marina Boulevard (7 signals) o Oyster Point Blvd. & Gateway Blvd. o Oyster Point Blvd. & Veterans Blvd. o Oyster Point Blvd. & FedEx o Oyster Point Blvd. & Eccles West o Oyster Point Blvd. & Eccles East o Oyster Point Blvd. & Gull Drive o Oyster Point Blvd. & Marina Blvd. ·Grand Avenue: Dubuque Avenue to Haskins Way (8 signals) o Gateway Blvd. & East Grand Avenue o Grand Avenue & Dubuque Avenue o Grand Avenue & East Grand Avenue o East Grand Avenue & Harbor Way o East Grand Avenue & Point Grand o East Grand Avenue & Littlefield Avenue o East Grand Avenue & Haskins Way o East Grand Avenue & Roebling Road ·Forbes Boulevard: Eccles Avenue to Gull Drive (2 signals) o Forbes Blvd. & Gull Drive o Forbes Blvd. & Eccles Avenue ·Gateway Boulevard: Corporate Drive to 701 (4 signals) o Gateway Blvd. & 701 Gateway Blvd. o Gateway Blvd. & 651 Gateway Blvd. o Gateway Blvd. & 601 Gateway Blvd. o Gateway Blvd. & Corporate Drive ·South Airport Boulevard: Mitchell Avenue to United (5 signals) o S Airport Blvd. & S Produce Avenue o S Airport Blvd. & Mitchell Avenue o S Airport Blvd. & Utah Avenue City of South San Francisco Printed on 10/22/2020Page 2 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. o S Airport Blvd. & Belle Air Road o S Airport Blvd. & United/Parking lot The ATSPM system will provide City staff the data needed to enable the use of performance measurement tools to more efficiently evaluate traffic signal performance and proactively address operational issues by adjusting traffic signals to respond to the needs of the traveling public.Additionally,this system will help the City monitor and adjust timing plans along intersecting arterials in the East of 101 area during activation of Caltrans incident management flush plans. Staff presented this item to the City Council at the September 9,2020 City Council meeting.City Council expressed concerns with the procurement process and selection of a vendor from Arizona instead of a local vendor.Therefore,City Council directed South San Francisco staff to amend the staff report and provide more information on each of the responding firms and an overview of the procurement process. Overview of City’s procurement process The City’s procurement process is governed by both state and local law.State law requires contracts for construction to be competitively bid pursuant to a set of specific,established rules.In particular,the City is required to award construction contracts to “lowest responsible bidder”after providing notice in accordance with law. (Pub. Contract Code §§ 20162, 20164.) However,in awarding contracts for the purchase of professional services,equipment and supplies,like for the procurement of the ATSPM system,the City has some latitude.State law requires the City to adopt regulations and policies to govern such service and supplies procurement,but otherwise provides the City flexibility in determining relevant requirements as long as they are consistent with applicable state law.(Gov.Code § 54202.)Chapter 4.04 of the Municipal Code and the City’s Purchasing Procedures (Administrative Instruction Section IV, No. 1) govern the City’s purchasing policies and contract procurement processes. The City’s purchasing ordinance distinguishes between three primary types of procurement methods as follows: 1.Competitive Bidding for Construction Projects Public projects are specifically defined under the Public Contract Code,and generally involve any construction project that is paid with public funds or those projects involving improvements,demolition or other work on public property or facility.Public projects are required to be procured through competitive bidding and the City must award the contract to the lowest bidder whose bid complies with all of the City’s solicitation requirements and demonstrates that the bidder is able to perform the work. Under the City’s policy,different levels of competitive bidding is required depending on the dollar limit of the underlying project. For these contracts,cost is generally the sole determining factor and the lowest responsible bidder is, awarded the project even if another bidder appears to be more skilled but is more expensive. 2.Open Market Procedures for Vendors (Supplies and Equipment) Open Market Procedures is the City’s vendor selection process for purchase of goods, supplies, and professional services. These rules do not apply to, and may not be used for public construction projects. City of South San Francisco Printed on 10/22/2020Page 3 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. Contracts for the purchase of goods and services that exceed $10,000 requires staff to utilize open market procedures. If the contract is $25,000 or less, staff must obtain at least three quotes, which are informal offers to perform work at a stated price. If the contract is greater than $25,000, staff will be required to solicit the project, such as issuing a Request for Proposals (“RFPs”) and obtain at least three written responses. Under this vendor selection process, cost can be only one factor in determining which vendor the City will ultimately select for services, equipment or supplies. This requirement is similarly reflected under SSFMC § 4.04.080. Thus,when utilizing the open market vendor selection process,the City is focused on the skill,ability, and expertise of the entity or person to be able to provide the service,equipment or goods to the City. The selection is based on competence,professional qualifications,and overall value to the City with cost being only one factor in the determination of an award. Federally Funded Procurements for Vendors (Supplies and Equipment) Contracts that receive federal funding are required to incorporate and comply with additional terms and conditions.The City’s Purchasing Procedures also provides guidance on procuring supplies and equipment contracts that are federally funded.Federally funded procurements also require a written procedure for conducting evaluations and for selecting recipients and awarding the contract to the responsible firm whose proposal is most advantageous to the City with price being only one factor.It is also important to note that federally funded procurements do not include state or local geographical preferences unless specifically authorized by federal law.Each evaluation is a nondiscrimination and equal opportunity for all vendors. 3.Open Market Procedures for Architectural and Engineering (A&E) Professional Services For certain professional services such as architectural,engineering,environmental,land surveying,or construction project management,the Government Code also specifically requires that such services not be awarded solely based on price,but instead based on demonstrated competence.(Gov.Code §4526.) Both the state law provision and the City’s policy reflect the legislative view that when acquiring such services the City does not necessarily receive the best value when it pays the lowest price.(See e.g. California Attorney General Op. No. 94-819 (February 9, 1995)). General Request For Proposals (RFP) Review Process RFPs are the City’s primary method to procure equipment, materials, supplies, and professional services. Typically, this process consists of the City issuing the RFP for proposals from vendor candidates to demonstrate their qualifications and abilities to provide the City with desired services, equipment/supplies, or other goods. The City’s RFP will contain evaluation and scoring criteria used to rank vendor candidates based on the strength of their proposals. Typical factors include demonstrated knowledge,qualifications,industry reputation,implementation schedule, City of South San Francisco Printed on 10/22/2020Page 4 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. Typical factors include demonstrated knowledge,qualifications,industry reputation,implementation schedule, ease of implementation and cost.Factors not typically considered include the size of the firm and geographic location of the firm (i.e.whether the firm is local,in-or out-of-state),race,sex or gender.However,the City does have the discretion to include geography as one evaluation factor and to select local vendors where the quality and price are equal between local and non-local vendors and federal funds are not used. The City assembles an evaluation panel comprised primarily of City staff and third party consultants and personnel as necessary,to review and score the proposals,negotiate with the top-ranked candidate,and recommend the selection for City Council approval.Staff will also maintain records of the method of evaluation, final vendor selection and negotiations for a final contract. Once candidates are ranked and a top-ranked candidate is identified,staff will negotiate terms of the contract with that candidate.The final award of the contract is subject to consideration and approval by the City Council.Staff will present the selection recommendation to the Council and prepare a resolution awarding the contract to the recommended candidate.If the Council does not support staff’s recommendation,then it could elect not to take any action on the resolution or contract award,and may instead direct staff to either reconsider the other proposals selected or to re-issue the RFP which may include additional or different selection criteria and qualification requirements. Current Project: ATSPM System Procurement The current project falls under Procurement Type 2 (Open Market Procedures for Vendors [Supplies and Equipment]),specifically the one for Federally Funded Vendor Procurements for Vendors (Supplies and Equipment). City staff worked with MTC to outline the system requirements and complete a System Verification document which is provided as Attachment 2. This document was required by MTC and was included as part of the RFP. The City advertised an RFP to provide and implement an ATSPM system as part of the East 101 Traffic Signal Improvements Project.The RFP was advertised on the City’s website and notifications were sent via email to all known vendors of ATSPM systems.The RFP required a system vendor capable of meeting most of the system requirements outlined in the System Verification document and furnishing the required software and training.The RFP included language that provided for the basis of the project award to be the best overall value to the City. In response to the advertisement,four proposals from vendors listed below and included as Attachments 3 -6 were received on May 1, 2020. System Vendor Office Location of Proposer Cost (Years 1- 3)Cost (Years 4-10)Total Cost Cubic/Trafficware Knoxville, TN $567,765 $112,200 $679,965 Econolite Systems Anaheim, CA $ 90,010 $ 84,315 $174,325 Iteris Santa Ana, CA $246,925 $309,375 $556,300 Traffop Corp Scottsdale, AZ $126,525 $197,300 $323,825 All of the proposals were evaluated and found to be responsive.Each of the four proposals offered most of the City of South San Francisco Printed on 10/22/2020Page 5 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. All of the proposals were evaluated and found to be responsive.Each of the four proposals offered most of the features required by the system requirements.A panel of five members was formed,consisting of four City staff (Senior Engineer,Associate Engineer,Traffic Signal Supervisor,Deputy Director of Public Works)and a Principal Transportation Engineer from MTC.Per Procurement Type 2 for Federally Funded Procurements for Vendors (Supplies and Equipment), cost could only be one consideration. Members of the panel rated the proposals in the following areas: 1.Project understanding and approach -This is an assessment of the Vendor’s understanding of the existing system and approach to utilize existing communication and traffic signal system to provide complete ATSPM capabilities. 2.Firm qualification,system capability,and client reference -This is an assessment of the Vendor’s overall qualifications including relevant firm experience,user friendliness of the system,capabilities of the system, and feedback from existing clients/users 3.Implementation schedule to deliver a complete operational system -This is an assessment of the realistic estimate of implementing a fully functional ATSPM system,including City’s estimate of time needed to implement all infrastructure improvements (based on Vendor’s input)plus the Vendor’s estimate to deploy an ATSPM system. 4.Proposed system integration cost,including maintenance and licensing costs -This is an assessment of total implementation cost for the system,including annual maintenance cost of the system in short-term (3 years) and long-term (10 years). 5.Systems commitment to research and development,ease of expandability,and openness to integrate with futuristic and innovate features -This is an assessment of the Vendor’s overall system and how easily additional and futuristic innovative solutions can be added to the ATSPM system (example integration with Waze/Google, adding origin-destination modules, etc.) The vendor proposal scores are summarized in Table 1 of Attachment 7. The City invited the three top ranked vendors,Econolite,Traffop and Iteris,to vendor interviews which were held on July 15,2020.The panelists scored the vendors interviews utilizing the same scoring criteria as the written proposals. The final vendor scores are summarized in Table 2 of Attachment 7. The panelists determined Traffop to be the most suitable vendor to provide the ATSPM System.Although Traffop’s pricing is not the lowest among the responsive vendors,this selection is consistent with both the City’s policy and procedures,and the procedures for federally funded contracts,which require price be considered as only one of the factors of the award determination.Staff was allowed to negotiate pricing with the highest ranked vendor and the final negotiated price is shown below and included as Attachment 8.This pricing was shared with MTC who confirmed this would be acceptable for the grant. System Vendor Office Location of Proposer Cost (Years 1- 3)Cost (Years 4-10)Total Cost Traffop Corp Scottsdale, AZ $144,585 $108,515 $253,100 City of South San Francisco Printed on 10/22/2020Page 6 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. The selection is focused on the ability and expertise of Traffop to provide the ATSPM System to the City.This system will allow the City’s Public Works staff to be more proactive in responding to traffic concerns.Outside of routine inspections,staff has no way of being alerted when a traffic signal is not functioning correctly.The first indication of a problem is often a complaint call from the public.The new system will provide real-time alerts of traffic signal issues such as flashing red, loss of power, or vehicle detection failure. The RFP required a two-part cost proposal,initial project costs for Years 1 through 3,and project costs for Years 4 through 10.The initial two-year term is funded by MTC through the IDEA grant and the costs for Years 4 through 10 will be paid for with local funds (East of 101 Traffic Impact Fees). The initial project costs include project management;installation,integration,and deployment of the ATSPM system;configuration and validation of the system;system testing and acceptance;staff training and training documentation;system documentation;and system license,warranty,and support for Years 1 through 3.The project costs for Years 4 through 10 include only the system license, warranty, and support. These project costs include all software updates for the duration of the subscription. FISCAL IMPACT This project is funded primarily through MTC’s IDEA Grant,which consists of federal Surface Transportation Program (STP)funds.The remaining local funding is provided by the East of 101 Traffic Impact Fund.The grant requires that the project be completed no later than June 30, 2021. If approved, the current timeline is as follows: November 2020 - Execute Contract and NTP February 2021 - Complete System Installation, Integration, and Deployment March 2021 - Complete System Configuration and Validation April 2021 - Complete System Testing and Acceptance May 2021 - Complete Training and Documentation June 2021 - Complete Grant Invoicing This project is included in the City of South San Francisco’s Fiscal Year 2020-21 Capital Improvement Program (Project No.tr1902)and is funded by the MTC Idea Grant and East of 101 Traffic Impact Fees. Traffop Corp was selected to provide an ATSPM system for the project with a total cost of $253,100,and a proposed total contract amount of $278,410,which includes a ten percent (10%)contingency to cover any unforeseen conditions or expenses. A breakdown of costs is listed below. Bid Item Price Funding Source Initial Deployment and Years 1 - 3 Costs $144,585.00 MTC IDEA Grant Years 4 - 10 Costs $108,515.00 Traffic Impact Fees 10% Contingency (Years 1 - 3 Costs)$ 14,458.50 MTC IDEA Grant 10% Contingency (Years 4 - 10 Costs)$ 10,851.50 Traffic Impact Fees City of South San Francisco Printed on 10/22/2020Page 7 of 8 powered by Legistar™ File #:20-696 Agenda Date:10/28/2020 Version:1 Item #:20. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan outcome of improved Workforce Development (Priority 1)by maintaining a culture of innovation and continuous improvement (Initiative 1.4) and by improving internal communication to improve employee morale,engage employees in creative decision making and process improvement,and help train/inform employees in order to more safely and effectively perform (Initiative 1.6) The use of performance measurement tools enabled by an ATSPM system will allow Public Works staff to proactively respond to traffic signal issues;more effectively evaluate traffic signal performance;more efficiently operate the traffic signals via better timing parameters;more easily report and communicate with decision makers and the public. Additionally,approval of this action will contribute to improved Quality of Life (Priority 2)by deploying advanced technologies along arterials to enhance mobility,sustainability,and safety across all modes of transportation. CONCLUSION Staff recommends City Council adopt a resolution authorizing the City Manager to execute a professional services contract with Traffop Corp of Scottsdale,Arizona to procure an automated traffic signal performance measures (ATSPM)system for the East of 101 Traffic Signal Improvements Project (Project No.tr1902)in an amount not to exceed $278,410. Attachments: 1.Project Locations 2.System Verification Document 3.Cubic-Trafficware Proposal 4.Econolite Systems Proposal 5.Iteris Proposal 6.Traffop Proposal 7.Vendor Ratings 8.Traffop Negotiated Pricing 9.PowerPoint Presentation City of South San Francisco Printed on 10/22/2020Page 8 of 8 powered by Legistar™ Attachment 1: Project Intersections Innovative Deployment to Enhance Arterials (IDEA) Category 1 City of South San Francisco – Automated Traffic Signal Performance Measures (ATSPM) Verification Plan Prepared by: DKS Version 3.2 February 24, 2020 Attachment 2: System Verification Document Verification Plan February 2020 ATSPM Page ii Document Control Panel Version Number Author(s) DKS QC Reviewer(s) Submittal Date Document Description 1.0 Maria Tribelhorn David Mahama 10/29/19 Draft 2.0 Maria Tribelhorn David Mahama Pam O’Brien 11/27/19 Draft Final 3.0 Maria Tribelhorn David Mahama 12/20/19 Final 3.1 Pam O’Brien David Mahama 2/4/2020 Final (revised) to remove Caltrans and County intersections from project limits 1/31/20 3.2 Pam O’Brien David Mahama 2/24/202 0 Final (revised) to renumber intersections after county and state removed Verification Plan February 2020 ATSPM Page iii Table of Contents 1 Scope ........................................................................................................................................4 1.1 Document Purpose and Scope .......................................................................................... 4 1.2 Project Purpose and Scope ............................................................................................... 4 2 Referenced Documents ............................................................................................................6 3 Conducting Verification...........................................................................................................7 4 Verification Identification ........................................................................................................8 Appendix A – ATSPM System Verification .................................................................................10 Table of Figures Figure 1. System Project Limits...................................................................................................... 5 Table of Tables Table 1: Project Intersections.......................................................................................................... 6 DKS Associates February 24, 2020 4 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 1 Scope 1.1 Document Purpose and Scope The purpose of this document is to identify the verification activity needed to validate a new Automated Traffic Signal Performance Measures (ATSPM) system for the City of South San Francisco (City) and ensure that the system meets the identified system requirements. 1.2 Project Purpose and Scope The purpose of the project is to deploy operational tools that will enable the City to make informed decisions about operational strategies to improve their traffic signals and the operations of the project corridors. The tools that will be deployed as part of this project include an ATSPM system as well as some level of detection necessary for each performance measure. The City of South San Francisco is proposing to procure a commercially-available, off-the- shelf ATSPM system. Configuration of up to 33 signalized intersections along several arterial corridors will allow the City to collect high-resolution data and proactively manage the traffic signal network. A map of the project limits is shown in Figure 1 and a listing of the project intersections is shown in Error! Not a valid bookmark self-reference.. DKS Associates February 24, 2020 5 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 Figure 1. System Project Limits DKS Associates February 24, 2020 6 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 Table 1: Project Intersections US-101 Alternates Int. No. Intersection Int. No Intersection 1 Airport Blvd & Tower Place 10 S Airport Blvd & Utah Ave 2 Airport Blvd & Sister Cities Blvd 11 S Airport Blvd & Belle Air Road 3 Airport Blvd & Butler Avenue 12 S Airport Blvd & United/Parking lot 4 Airport Blvd & Linden Avenue 13 Oyster Point Blvd & Gateway Blvd 5 Airport Blvd & Miller Avenue 14 Gateway Blvd & 701 Gateway Blvd 6 Airport Blvd & Grand Avenue 15 Gateway Blvd & 651 Gateway Blvd 7 Airport Blvd & Baden Avenue 16 Gateway Blvd & 601 Gateway Blvd 8 S Airport Blvd & S Produce Ave 17 Gateway Blvd & Corporate Drive 9 S Airport Blvd & Mitchell Ave 18 Gateway Blvd & Grand Ave East Side Key Corridors Int. No. Intersection Int. No Intersection 19 Oyster Point Blvd & Veterans Blvd 27 Grand Ave & Dubuque Ave 20 Oyster Point Blvd & FED Ex 28 Grand Ave & E Grand Ave 21 Oyster Point Blvd & Eccles West 29 E Grand Ave & Harbor Way 22 Oyster Point Blvd & Eccles East 30 E Grand Ave & Point Grand 23 Oyster Point Blvd & Gull Drive 31 E Grand Ave & Littlefield Ave 24 Oyster Point Blvd & Marina Blvd 32 E Grand Ave & Haskins Way 25 Forbes Blvd & Gull Drive 33 E Grand Ave & Roebling Road 26 Forbes Blvd & Eccles Ave 2 Referenced Documents MTC IDEA Category 1 City of South San Francisco Automated Traffic Signal Performance Measures (ATSPM) and Variable Lane Assignment Final Needs Assessment , DKS Associates, December 2018. MTC IDEA Category 1 City of South San Francisco Automated Traffic Signal Performance Measures (ATSPM) Final Concept of Operations , DKS Associates, August 2019. MTC IDEA Category 1 City of South San Francisco Automated Traffic Signal Performance Measures (ATSPM) Final System Requirements, DKS Associates, October 2019. DKS Associates February 24, 2020 7 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 3 Conducting Verification The verification of the ATSPM system will be conducted by the selected vendor, in the presence of the City staff, MTC staff, and the Systems Engineer. DKS Associates, the systems engineering consultant to MTC and the City for the IDEA grant project, shall provide the Systems Engineer services. Oversight of the verification process and system acceptance will be provided by the Systems Engineer. The vendor shall submit verification procedures prior to conducting testing in accordance with the contract requirements. All mandatory requirements must be verified during testing. Any desired requirements that are included in the vendor’s proposal must be tested and verified. The City shall witness all testing. Any acceptance must be agreed to by City staff. City staff may take recommendations on acceptance or failure of testing from MTC staff or the Systems Engineer. The vendor shall provide all materials and equipment for testing. If City staff is required to provide any hardware, networking access, or other equipment deemed necessary, staff shall be notified at a minimum of three weeks in advance of testing. The date and time of testing shall be coordinated so that all interested parties can attend. All testing for the ATSPM system shall be conducted in the field and at a workstation located in the Public Works Corporation Yard (located at 550 North Canal Street, South San Francisco, CA 94080). The intersections used for testing will be approved by City staff in advance of testing. When necessary, additional personnel may be required in the field to establish certain testing conditions, such as initiating communication or power failures or to form queues. Any failure scenarios must be conducted in a controlled environment under direction of City staff. Bench testing will be conducted at the City’s designated work station and in the field. Primary contact is listed below: Bianca Liu, PE, Senior Engineer City of South San Francisco, Engineering Division 315 Maple Avenue, South San Francisco Ph. 650.829.6697 | Bianca.Liu@ssf.net Additional verification testing will take place in the field for each project location with field- deployed hardware and software. The verification table (Appendix A) indicates where the test should be conducted. Testing will involve the following equipment: Model 2070 traffic signal controllers operating D4 firmware and Kadence adaptive signal system software (in field and in a testing environment) Workstations within the Traffic Management Center Tablet devices with Internet access The vendor shall document the results of the system verification testing using the testing requirements provided in Appendix A. In the event that a requirement is not able to be tested DKS Associates February 24, 2020 8 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 successfully, the vendor shall document the failure, the cause (if known), and the procedures necessary to repair the failure. Depending on the cause or nature of the failure, and under the direction of City staff, either a portion of the test procedures or the entire test plan will be conducted again when the failure is remedied. The extent of retesting will be determined by City staff in consultation with MTC and the Systems Engineer. Final documentation of the failures, the resolution, and the results of the retest are required. A 30-day burn-in period is required for all hardware and software prior to conducting the verification tests to ensure that data collection, analysis, storage, and retrieval are all performing as expected. A record shall be maintained of each verification test, the outcome of the verification recorded, and the record signed by the vendor and City staff. The outcome of each verification test shall be recorded as one of the following: Meets Requirements Partially Meets Requirements, with a statement of acceptable supplementary testing Does Not Meet Requirements 4 Verification Identification This section identifies specific verification cases to be performed. A verification case is a logical grouping of functions and performance criteria that are to be verified together. Each case should contain the following: Test name and reference number Requirements to be verified Test circumstances – identification of necessary hardware, software, and intersection(s) Test script – steps required to conduct the test Pass/Fail criteria – data to be recorded or noted during verification, such as expected results Comments on how requirements are met, and proposed action if only partially met or not met Observing party sign off The following test cases have been identified to correspond with the primary verification methods as outlined in the verification and test case matrix in Appendix A. The detailed test scripts, circumstances, and instructions shall be developed by the ATSPM vendor based on the matrix. The test procedures for acceptance testing will be submitted in accordance with the schedule provided by the vendor during procurement and must be consistent with this Verification Plan. DKS Associates February 24, 2020 9 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 Test Case 1: Product submittal review The ATSPM vendor shall submit product specifications, cut sheets, and/or engineering drawings to the City for requirements verification and acceptance. Test Case 2: Product demonstration The ATSPM vendor shall develop detailed testing scripts to demonstrate the identified system requirements. After the vendor has installed and deployed the system, a series of detailed demonstration tests will be conducted utilizing City traffic signal data. City staff will observe the demonstration. Test Case 3: Field observations The ATSPM vendor shall conduct a visual inspection of system performance and/or functionality in the field. This visual confirmation will document how the system satisfies requirements associated with field-observed operations and/or functions. Test Case 4: Contract documentation The ATSPM vendor shall execute contract documentation that addresses the identified requirements. DKS Associates February 24, 2020 10 MTC IDEA Cat 1 – South San Francisco ATSPM Verification Plan Ver.3.2 Appendix A – ATSPM System Verification MTC IDEA Category 1 Test Case Descriptions Appendix A City of South San Francisco ATSPM Test Case 1:Product submittal review ATSPM System Verification Test Case 2:Product demonstration Test Case 3:Field observations Test Case 4:Contract documentation Requirement No.Requirement Text Required (R) / Desired (D) Test Case Verification Method Test Location Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met Signal Performance Measures General SPM 1 The system shall use the high resolution (tenth of second) data enumerations detailed in Tables 4.1 to 4.9 in the document "Performance Measures for Traffic Signal Systems, An Outcome-Oriented Approach" 2014 R 2 Demonstration of software Bench 1.1 The system shall use high resolution data enumerations from the controllers operating D4 software R 2 Demonstration of software Bench 1.2 The system shall use high resolution data enumerations from the controllers operating Kadence adaptive signal system R 2 Demonstration of software Bench 2 The system shall provide intersection-level metrics for locations eq uipped with detection as listed below: N/A 2.1 Delay per vehicle approach/phase R 2 Demonstration of software Bench 2.2 Approach speed D 2 Demonstration of software Bench 2.3 Volume per approach/phase R 2 Demonstration of software Bench 2.4 Number of arrivals on red R 2 Demonstration of software Bench 2.5 Percent arrival on red D 2 Demonstration of software Bench 2.6 Number of arrivals on green R 2 Demonstration of software Bench 2.7 Percent arrival on green (Purdue coordination diagram)R 2 Demonstration of software Bench 2.8 Platoon ratio R 2 Demonstration of software Bench 2.9 Bicycle volume per approach/phase D 2 Demonstration of software Bench 2.10 Pedestrian actuations per phase D 2 Demonstration of software Bench 2.11 Pedestrian delay per phase D 2 Demonstration of software Bench 2.12 Number of emergency vehicle preemption events per approach D 2 Demonstration of software Bench 2.13 Duration of emergecy vehicle preemption events per approach D 2 Demonstration of software Bench 2.14 Number of vehicles entering intersection on yellow indication per approach D 2, 3 Demonstration of software / visual inspection Field/Bench 2.15 Number of vehicles entering intersection on red indication per approach D 2, 3 Demonstration of software / visual inspection Field/Bench 2.16 Phase split monitor R 2 Demonstration of software Bench 2.17 Reason for phase termination (gap out, max out, force off) D 2 Demonstration of software Bench 2.18 Detector red occupancy ratio during the first five seconds of red for that phase (ROR5) R 2 Demonstration of software Bench 2.19 Coordination mode status/summary D 2 Demonstration of software Bench 2.20 Queue length (based on detector input)D 2 Demonstration of software Bench 2.21 Vehicle turn movement counts R 2 Demonstration of software Bench Reports 3 The system reports shall be in the following formats:N/A 3.1 Graphs D 2 Demonstration of software Bench 3.2 Tables D 2 Demonstration of software Bench 3.3 CSV R 2 Demonstration of software Bench 3.4 XLS R 2 Demonstration of software Bench 3.5 PDF D 2 Demonstration of software Bench 3.6 MS Word D 2 Demonstration of software Bench 4 The system shall provide real time (within 15 minutes) reports.R 2 Demonstration of software Bench 5 The system shall provide historical reports.D 2 Demonstration of software Bench 6 The system shall provide reports based on cycle by cycle data R 2 Demonstration of software Bench 7 The system shall provide reports based on user-defined query for performance measure and time period D 2 Demonstration of software Bench 8 The system shall provide reports that compare current data to historical data D 2 Demonstration of software Bench 9 The system shall calculate average arrivals on green per intersection in network D 2 Demonstration of software Bench 9.1 The system shall calculate corridor average arrivals on green D 2 Demonstration of software Bench 10 The system shall calculate average arrivals on red per intersection in network D 2 Demonstration of software Bench 10.1 The system shall calculate corridor average arrivals on red D 2 Demonstration of software Bench 11 The system shall calculate average delay per intersection.D 2 Demonstration of software Bench 12 The system shall calculate a split failure count per interection in network D 2 Demonstration of software Bench 13 The system shall develop automated reports for user-defined measures R 2 Demonstration of software Bench 14 The system shall develop automated reports for user-defined time period R 2 Demonstration of software Bench 15 The system shall generate point-to-point travel time calculations (within 15 minutes of capture) between intersections equipped with necessary detection D 2 Demonstration of software Bench 16 The system shall compare current travel time to historical travel time at that time of day D 2 Demonstration of software Bench 17 The system shall provide reports on historic and real time alerts with alert time, alert notification, and alert resolution.D 2 Demonstration of software Bench 18 The system shall highlight individual intersections that have experienced communication failures over a user specified date.R 2, 3 Demonstration of software / visual inspection Field/Bench Alerts/Alarms 19 The system shall send alerts via text and email based on the following triggers: N/A 19.1 No communications to controller R 2, 3 Demonstration of software / visual inspection Field/Bench 19.2 When controller is in Flash mode R 2, 3 Demonstration of software / visual inspection Field/Bench 19.3 Detector actuations (user-defined)R 2, 3 Demonstration of software / visual inspection Field/Bench 19.4 Phase max out (user-defined)R 2, 3 Demonstration of software / visual inspection Field/Bench 19.5 Approach delay (user-defined) D 2 Demonstration of software Bench 19.6 Queue length (based on detector input) D 2, 3 Demonstration of software / visual inspection Field/Bench 19.7 Any input/output user configured as an alert D 2 Demonstration of software Bench 20 The system shall report the status of the communications link R 2 Demonstration of software Bench 21 The system shall report the health of the detectors based on:N/A 21.1 User-defined activity (too many actuations)D 2 Demonstration of software Bench 21.2 User-defined inactivity (too few actuations)D 2 Demonstration of software Bench Mapping 22 The user interface shall consist of a front page dashboard customizable by user R 2 Demonstration of software Bench 23 The system shall show metrics in the form of a heat map for quick identification of issues.D 2 Demonstration of software Bench 24 The system shall allow multiple saved views per user D 2 Demonstration of software Bench 25 The system shall provide a map-based interface R 2 Demonstration of software Bench 26 The system shall allow the user to zoom and pan the map view R 2 Demonstration of software Bench 27 The system shall interface with GIS and provide ability to customize map.D 2 Demonstration of software Bench 28 The system shall provide ability to search for specific intersection from the map and from a list.R 2 Demonstration of software Bench System Support and Management General Access 29 The system shall provide a minimum 20 concurrent logins for authenticated users.R 2 Demonstration of software Bench 30 The system shall be fully accessible via the following:N/A 30.1 Windows-based desktop or laptop R 2 Demonstration of software Bench 30.2 Mac-based desktop or laptop R 2 Demonstration of software Bench 30.3 Tablet using Apple IOS, Google Android or Windows for mobile devices D 2 Demonstration of software Bench 30.4 Mobile phone using Apple IOS, Google Android or Windows for mobile devices D 2 Demonstration of software Bench 30.5 Chrome web browser R 2 Demonstration of software Bench 30.6 Internet Explorer/Edge web browser R 2 Demonstration of software Bench 30.7 Safari web browser D 2 Demonstration of software Bench 30.8 VPN D 2 Demonstration of software Bench 31 The system shall not interfere with existing central signal system and local controllers.R 2, 3 Demonstration of software / visual inspection Field (KITS)/Bench 32 The system shall accommodate a minimum 50 intersections.R 1 Review product cut sheet/shop drawing Bench General Data 33 The system shall provide access to high resolution traffic data for a period of three years.D 2, 4 Demonstration of software / Contract requirement Bench 34 The system shall provide access to logs, alarms and reports for a period of at least three years.R 2, 4 Demonstration of software / Contract requirement Bench 35 The system shall archive all traffic data after three years.R 2, 4 Demonstration of software / Contract requirement Bench Security 36 The system shall work within the South San Francisco's firewall and abide by cyber security requirements R 2, 4 Demonstration of software / Contract requirement Bench 37 The system shall support authentication of individual users via user names and passwords R 2 Demonstration of software Bench 38 The system shall provide varied levels of data access and analytic functionality based on user type R 2 Demonstration of software Bench City of South San Francisco Automated Traffic Signal Performance Measures (ATSPM) System Submitted by: Cubic ITS, Inc. 522 Gillingham Sugar Land, TX 77478 This document contains proprietary information originated or owned by Cubic Transportation Systems. Neither this document nor the information disclosed herein shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or any other purposes except as specifically authorized in writing by Cubic Transportation Systems. Attachment 3: Cubic - Trafficware Proposal City of South San Francisco ATSPM System Page 2 COVER LETTER April 30, 2020 Bianca Liu, P.E. City of South San Francisco Engineering Division 315 Maple Avenue South San Francisco, CA 94080 RE: ATSPM System RFP Dear members of the selection committee, Trafficware, a Cubic Company, appreciates the opportunity to submit this proposal in response to the City of South San Francisco’s ATSPM System RFP. Trafficware is a corporation that has 40 years of experience designing, engineering, and manufacturing the industry’s best traffic control and ITS hardware and software solutions. Trafficware’s headquarters are located in Sugar Land, Texas; all design and manufacturing of Trafficware products are performed from this location. Our staff maintains the highest standards in workmanship, performance and safety, and will exceed expectations. For this project Trafficware and GRIDSMART (both Cubic Companies) will team to provide a comprehensive ATSPM solution. Trafficware and GRIDSMART are brands under Cubic ITS, Inc. Our proposed solution will prove to be cost-effective and will help the City achieve their goal of providing proactive traffic operational adjustments, enhancing traffic flow along major corridors and better monitoring when roadway incidents occur. Both Trafficware and GRIDSMART are known for innovative solutions, and the STREETSMART V2 system proposed for this project is another example. STREETSMARTV2, powered by the Acyclica engine, will be installed at each of the proposed 33 locations as a means of Wi-Fi data collection. Wi-Fi ping data, originating from any Wi-Fi enabled device located in a traveler’s vehicle, will be collected via an antenna installed on top of the cabinet. STREETSMARTV2 will correlate location, time, and strength of Wi-Fi pings in order to determine average vehicle travel time and origin-destination data metrics. In addition, STREETSMARTV2 will be wired into the traffic signal cabinet, and will pull information on red/green light status and detection data to the cloud for analysis. This will give understanding of signal performance and detector efficacy. Trafficware has reviewed all RFP documents, including Addenda 1, released on March 18, 2020 and Addenda 2, released on April 7, 2020 and does not wish to declare any exceptions to the sample consulting services agreement. Cubic ITS, Inc. has no known conflicts of interest that would limit our ability to complete this project. Above is our address and contact information for our principal place of business; also, please feel free to contact Liam Flynn with any questions, (321)-616-0141. Sincerely, Joe Custer, Trafficware General Manager cc: Jeff Spinazze, PE, Trafficware Senior Vice President of Sales & Marketing Liam Flynn, Trafficware Business Development Manager Stan Garren, Trafficware Western Regional Sales Manager Respondent: Liam Flynn Business Development Manager Cubic ITS, Inc. 522 Gillingham Sugar Land, TX 77478 Phone: (321)-616-0141 Fax: (281)-240-7238 Liam.flynn@cubic.com www.trafficware.com City of South San Francisco ATSPM System Page 3 TABLE OF CONTENTS Project Understanding and Approach ................................................................................................. 4 Additional Detection ................................................................................................................................. 6 Detection Layout ...................................................................................................................................... 6 System Architecture Diagram ................................................................................................................... 8 Management Plan ............................................................................................................................. 9 Project Management Approach ............................................................................................................... 9 Cost Control and Budgeting ...................................................................................................................... 9 Work Plan ............................................................................................................................................... 10 System Warranty and Support ............................................................................................................... 12 Assumptions ........................................................................................................................................... 12 Project Schedule.............................................................................................................................. 14 Proposed Personnel ........................................................................................................................ 15 Organizational Chart ............................................................................................................................... 19 Vendor Qualifications ...................................................................................................................... 20 Trafficware .............................................................................................................................................. 20 GRIDSMART (Sub Vendor) ...................................................................................................................... 21 Our Team’s Capacity to Complete the Scope of Work ........................................................................... 22 Experience .............................................................................................................................................. 22 Trafficware’s Legacy and Cutting Edge Technologies ............................................................................. 24 References .............................................................................................................................................. 25 System Requirements ...................................................................................................................... 27 Cost Proposal .................................................................................................................................. 33 Litigation ......................................................................................................................................... 34 Appendix A ..................................................................................................................................... 35 City of South San Francisco ATSPM System Page 4 PROJECT UNDERSTANDING AND APPROACH The City of South San Francisco intends to develop an ATSPM system which will be deployed to understand and improve the travel time reliability of their arterial infrastructure. This system will collect data with the purpose of identifying deficiencies in the system and allow proactive corrections to these deficiencies. In order to accomplish this, high resolution data and real-time performance measures shall be collected and delivered to the City. The City will control this data and will have access to it immediately upon collection. Real time alerts will be necessary for proactive identification and correction of deficiencies. STREETSMARTV2, powered by the Acyclica engine, will be installed at each of the proposed 33 locations as a means of Wi-Fi data collection. Wi-Fi ping data, originating from any Wi-Fi enabled device located in a traveler’s vehicle, will be collected via an antenna installed on top of the cabinet. STREETSMARTV2 will correlate location, time, and strength of Wi-Fi pings in order to determine average vehicle travel time and origin-destination data metrics. In addition, STREETSMARTV2 will be wired into the traffic signal cabinets, and will pull information on red/green light status and detection data to the cloud for analysis. This will give understanding of signal performance and detector efficacy. The Cloud will allow real-time interfacing with the data that is pulled from any STREETSMARTV2 device in a user’s network. Data will be streamed to the cloud upon collection and will be immediately available to users with access to the system. All Personally Identifiable Information (PII), such as MAC addresses from detected devices, will be encrypted before transmission to the cloud in order to protect citizens. Appendix A contains additional STREETSMARTV2 product information. Below is a list of minimum system requirements to operate the STREETSMARTV2 system: • STREETSMARTV2 can interface with any NEMA TS1, TS2 or Caltrans 33X cabinet. o GRIDSMART will supply an interfacing cable to connect STREETSMARTV2 to cabinets or controllers. • STREETSMARTV2 will work with any detection type that interfaces with the installed controller. • Antennae will need to be installed on the cabinet at all locations, in order to poll Wi-Fi signals in the area. Antennae will be provided with the STREETSMARTV2 purchase. • A network connection is required for STREETSMARTV2 to establish communications to the cloud servers. This network connection can be established in one of two ways: o A Local Area Network can interface with the device via an ethernet connection o The device can communicate via its on-board modem, communicating through the same antenna that is installed for Wi-Fi polling purposes. • A protected, non-GFCI outlet must be available within the cabinet for STREETSMARTV2 to receive power. City of South San Francisco ATSPM System Page 5 In addition to the STREETSMART V2 system, Trafficware is providing GRIDSMART GS2 video detection systems at 14 locations, including 17 cameras. GRIDSMART detection systems are being provided based on clarification provided in Addendum 1, stating that the vendor is responsible for any required detection. GRIDSMART detection systems are provided at locations where the City has indicated there is existing inductive loop detection, as it is assumed that inductive loops do not provide lane by lane detection and will not provide adequate detection to collect SPMs. GRIDSMART’s GS2 processor works with the GRIDSMART Camera to actuate intersections and gather important traffic data that can be utilized to adjust signal timing and traffic flow strategies in real time. Housed in an artisan-forged, single-piece enclosure, GS2 was developed in part by world-renowned global design firm, IDEO. The powerful GS2 Processor runs the GRIDSMART Engine, a suite of vison-tracking algorithms that build a 3-dimensional model on objects approaching the intersection. The object trajectories are tracked through user defined zones traversing the center of the intersection, delivering unmatched accuracy. GRIDSMART exclusively delivers enter to exit tracking through the intersection. GRIDSMART systems include the industry’s only open API, built-in replay functionality, and a published change log. Beyond accurate vehicle detection, GRIDSMART is capable of performing advanced functionality that is unique to this product. These capabilities include wrong way vehicle detection, as well as functionality aimed at vulnerable road users, including bicyclists and pedestrians. GRIDSMART’s enhanced features are capable of detecting when bicyclists are in the middle of the intersection, as well as when pedestrians are in the crosswalk. This detection capability can then be used to retime traffic signals “on the fly” in order to minimize conflicts with vulnerable users and allow extended clearance intervals for these users to exit the intersection. In addition to these safety benefits, GRIDSMART’s technology allows engineers to quickly gather critical traffic data and make informed decisions to improve traffic operations. These enhanced reports include: • Traffic Volumes • Turning Movement Counts • Vehicle Classification (based on length) • Incidents • Green Occupancy • Red Occupancy Note that where the City indicated there is existing video detection, Trafficware is not providing GRIDSMART GS2 systems. Where there is existing video detection, it is assumed that the City will handle any required configuration City of South San Francisco ATSPM System Page 6 or modification of the video detection system to accurately collect SPM data. Detection requirements for SPMs are discussed in the following subsection. Additional Detection Additional detection provided as part of this project is necessary to capture vehicle actuations and requested performance metrics. For some metrics, both stop bar and advanced detection are required to produce the desired reports. For this project, Trafficware will provide GRIDSMART GS2 systems to supplement existing loop detection, as it is not believed that existing loop detection will allow for sufficient resolution to produce desired metrics and reports. Below is a list of 14 intersections where additional GRIDSMART detection equipment will be provided: 1. Airport Blvd. @ Tower Place 2. Airport Blvd. @ Sister Cities Blvd 3. Airport Blvd @ Butler Avenue 4. Airport Blvd @ Liden Avenue 5. Airport Blvd @ Miller Avenue 6. S Airport Blvd @ Utah Avenue 7. S Airport Blvd @ Belle Air Road 8. S Airport Blvd @ United/Parking Lot 9. Gateway Blvd @ 701 Gateway Blvd 10. Gateway Blvd @ 651 Gateway Blvd 11. Gateway Blvd @ 601 Gateway Blvd 12. Gateway Blvd @ Corporate Drive 13. Gateway Blvd @ Grand Avenue 14. Forbes Blvd @ Eccles Avenue Note that GridSmart detection will be configured based on the diagram in Figure 1. It is assumed that existing video detection used by the City can also be configured in the configuration shown in Figure 1, necessary to provide valid data for certain performance metrics. Detection Layout Figure 1 on the following page shows the proper location of detectors for SPMs. The intent of the diagram in Figure 1 is to show Trafficware’s experience with SPMs and that our staff can assist the agency to help design and configure detection for accurate collection of SPMs. Once detectors are properly configured, SPM reports for the following metrics may be obtained using a combination of traffic signal state and actuations from designated detectors. • Approach Delay • Approach Volume • Arrivals on Red • Arrivals on Green • Pedestrian Delay • Turning Movement Counts • Yellow and Red Actuations City of South San Francisco ATSPM System Page 7 Figure 1 - SPM Detection Scheme City of South San Francisco ATSPM System Page 8 System Architecture Diagram Figure 2 - System Architecture Diagram City of South San Francisco ATSPM System Page 9 MANAGEMENT PLAN Project Management Approach The proposed Project Manager for the CIty’s project is Marshall Cheek, PE, PTOE. Mr. Cheek has over a decade of experience managing and integrating traffic control and ITS projects. Mr. Cheek is known in the industry as a hands-on leader and will work one on one with the agency throughout the project. Mr. Cheek will ensure a project that is deployed, on time, on budget, and is a simple transition to a state-of-the-art ATSPM system. Abbreviated resumes for all key project staff are provided in the following section (Project Personnel). Trafficware has developed a comprehensive project approach and Work Plan for the ATSPM system deployment. This project approach and Work Plan are proven and based on years of experience not just deploying ATSPM systems, but ATMS and adaptive signal control systems as well. Our Team utilizes a combined Microsoft Project system in order to schedule all projects, allocate resources, as well as assess project milestones, deliverables and overall progress on every task. ATSPM projects are complex and require careful planning. If scope changes do arise that impact project scope or requirements, Trafficware has a comprehensive change management procedure that documents the issue, impacted tasks, as well as any additional resources necessary to complete the tasks. Additionally, any schedule or budget changes are documented. Trafficware will present any change requests to the agency for review. Typically, if issues are discovered early, changes to project scope or requirements often do not require modifications to the project budget or schedule. Trafficware will make every effort to discuss project status often with City staff to mitigate the impact of project scope changes. The deployment of this ATSPM system will entail bi-weekly project status meetings. During project status meetings, project completion from the prior period will be discussed as well as upcoming tasks and any required resources or personnel necessary to complete the tasks. Project status meetings will be action item driven and action items are assigned to team members, agency staff and any other parties participating on the project. Action items from meetings are tracked by the Project Manager. At the end of the status meetings, an open discussion is held regarding any project matters. Trafficware believes in open lines of communication throughout our projects. Good communication is essential for project success. Trafficware believes that the right decision is the decision that will benefit our customers. This policy makes project management and decision making simple. The answer is to always do what is in the best interest of our customers. Trafficware will inform the agency whenever events occur or problems are anticipated. If addressed early, the impact of any problem is often minimized. Early awareness of an issue is key. Early awareness mitigates risk, but moreover, is necessary to maintain the integrity of the relationship between our Team and the agency. Cost Control and Budgeting Cubic and Trafficware cost control starts with experienced staff that can plan all items required for a project. Trafficware’s project pursuit team has thoroughly reviewed the City’s RFP documents, including our sales, services and contracting departments and has included all items we believe are necessary to satisfy the agency’s requirements and specifications. City of South San Francisco ATSPM System Page 10 Once the project has been awarded, Trafficware personnel will review all the line items in the agency’s contract. All items are then entered into Cubic’s overall SAP system and are broken down between hardware, software and services. The SAP system then identifies and even purchases necessary components parts, alerts appropriate managers and team members of upcoming tasks and ensures that the delivery of items align with the project schedule. Trafficware manufacturing, software and services teams have several meetings every week to review deliverables for all customers. Trafficware’s project managers, manufacturing, software and services teams rely on the SAP system to ensure project deliverables are delivered on time, on budget and ensures success of both the agency and Cubic. In the past five (5) years, Trafficware has never requested a price increase on a systems project due to errors or omissions; this speaks to our diligence during the procurement process and always doing what is in the best interest of the customer. Work Plan The Work Plan is based on Trafficware’s extensive experience installing traffic signal systems throughout the United States, particularly those involving ATSPM and other field type deployments. Any assumptions are listed in the Assumptions subsection of this proposal and outline parameters used as the basis for the development of our Work Plan. A project time line (Schedule of Work), including all major tasks identified in the Work Plan, is presented in the following section. This schedule also provides estimated due dates for each project task. Task 0. Project Kickoff and Recurring Meetings A project kick-off meeting will be scheduled after project award. During this meeting, preliminary project scope, schedule, personnel and overall expectations will be reviewed. Any necessary changes to the Work Plan and Project Schedule will also be discussed during this meeting. An updated deployment Work Plan, Schedule and Training Plan will be submitted to the City based on meeting results. Trafficware will also submit all project submittals at the project kickoff meeting. The City should also provide existing communications network information, as well as all intersection as-built plans. After the kickoff meeting, the Trafficware Project Manager will schedule a bi-weekly progress status meeting. During this status meeting, completed and upcoming work will be discussed as well as any critical steps and anticipated impediments. The Trafficware Project Manager is action item oriented and will manage action items for both the agency and Trafficware. An updated project schedule will be presented at bi-weekly status meetings, outlining critical path items and current project velocity. Bi-weekly status meetings will also provide an opportunity to submit and review any requests for information. Task 1. Furnish ATSPM System All equipment will be manufactured at GRIDSMARTS’s Knoxville, Tennessee facility and will ship directly to the City. After the notice to proceed, it is expected to take approximately 45 days to manufacture, kit and ship all project materials. STREETSMARTV2 will be installed all 33 project intersections, with all required hardware, including antennae to be mounted on top of cabinet, and cables and wiring to the controller - see Appendix A for product details and a summary of products provided as part of this project. Task 2. Installation, Integration and Deployment Trafficware field application engineers (FAEs) will install all STREETSMARTV2 systems within each of the traffic signal cabinets. During this process, all required cables and accessories will be provided and installed City of South San Francisco ATSPM System Page 11 by the FAE. After installation of the STREETSMARTV2 systems, the FAE will perform a brief test of the system to ensure that it is operating properly. The STREETSMARTV2 platform is a web-based platform and will be accessible by any device with a working web browser. Therefore, no hardware integration will be required related to city servers, workstations, tablets, and mobile devices. Configuration of the system will largely be conducted by GRIDSMART prior to delivery of system components. GRIDSMART will configure the system for use by the City for remote data collection, including user accounts with customized user privileges. User account types available to the City include the following: • User Admins can manage group membership including adding or removing users and setting Permissions • Config Admins can setup sensors and create routes, O/D groups, and alerts • Standard Users have access to run and view analytics in the software All GRIDSMART GS2 processors and cameras will be installed as part of this task. Trafficware’s package will include GS2 equipment for the 14 intersections identified in the Additional Detection subsection of this document. Trafficware’s FAEs will install GS2 processors within cabinets and our contractor partners will perform all overhead installation work to install cameras on traffic signal poles/mast arms. After installation of GRIDSMART GS2 systems, Trafficware FAEs will perform standard initial tests and will configure detection zones to provide standard intersection detection, and also to capture SPMs. Task 3. System Testing, Verification and Acceptance Trafficware will develop a Verification and Acceptance Test Plan and will submit this document a minimum of 15 days prior to any system testing. The Verification and Acceptance Test Plan will outline the testing stages, methods, procedures, tools and expected results. The Acceptance Test Plan will test: • All system requirements where Trafficware/GRIDSMART have noted as “Met”. • User login and interface • System data retention • Remote system update • Other system functionality Trafficware will perform any system verification/acceptance testing in the presence of the City and/or their representative. Note that a maximum of two (2) days of system verification/acceptance testing is assumed. If any variances are discovered during testing, Trafficware and GRIDSMART requests 30 days to rectify the issue or propose alternative action. Task 4. Training Two (2) different training sessions will be provided as part of this project, each training session is expected to incorporate a minimum of 12 hours of instruction. The first training session will be held within 60 days of the project kickoff meeting, while the remaining training will occur within the first six (6) months after project acceptance. A formal training plan will be submitted to the City within 30 days prior to the initial training. Topics covered during the first training will include: City of South San Francisco ATSPM System Page 12 • Installing and Configuring the STREETSMARTV2 and GS2 hardware • Maintaining the STREETSMARTV2 GS2 hardware • Topics for System Administrators • Accessing data on the Cloud, • System Reporting • System Use Cases • System Troubleshooting Topics covered during the follow up training is at the agency’s discretion and will largely focus on system use cases and will be driven by suggestions from the agency. All training will be performed at the City’s facilities within the City of South San Francisco. Training will be performed by GRIDSMART and all training materials will be provided in electronic format (hard copies may be provided upon request). The following is a list of expected items/materials expected to be provided by the agency for all formal training: • Overhead Projector with HDMI connection and Projector Screen • White Board with Markers • Internet Wifi Connectivity Task 5. System Documentation and System Acceptance Trafficware will create a documentation package for the City, including system diagrams, field inventory notes and test plans. The documentation package will also include all training manuals and presentation slides (.pdf) format. Additionally, Trafficware will transmit a formal project completion letter. Upon receipt of this project completion letter, the agency will accept the project and this will initiate the product Warranty and Support period (three (3) years). System Warranty and Support Trafficware and GRIDSMART shall provide onsite support during initial product deployment. Following system acceptance, all support for STREETSMARTV2 will be covered by Trafficware or GRIDSMART Support staff at no additional cost for the first three (3) years. Warranty, support and maintenance beyond three (3) years will billed according to the Cost Proposal Form. The STREETSMARTV2 system will come with a three (3) year manufacturer warranty. Any updates, product enhancements, new features etc. will automatically be applied to the devices in this project by default and will be communicated in advance with the City. The agency will have an option to extend the three (3) year warranty to 10 years based on pricing contained in our Cost Proposal. Note that any GRIDSMART GS2 systems (including) cameras provided as part of this project, include a three (3) warranty. Extended warranty options for the GRIDSMART GS2 system is not provided in our proposal. Assumptions This section outlines a list of assumptions that were used in the preparation of this proposal. All assumptions are based on the RFP document prepared by the City of South San Francisco, as well as Addenda 1, released on March 18, 2020 and Addenda 2, released on April 7, 2020. • The City will provide any available signal layouts or as built drawings for all project intersections. • The City will repair any preexisting traffic signal cabinet issues City of South San Francisco ATSPM System Page 13 • The City will provide a representative onsite during all field installation of any equipment • The City will provide any traffic control required during controller installation when the signal is in “flash”. • The City will install any communications equipment necessary to provide Ethernet communications to intersections. • All training will be provided at the City’s facilities in South San Francisco, California • If additional video detection installation is required, the agency is responsible for ensuring that any conduit allows for new cables to be pulled. Trafficware will not be responsible for repairing or replacing any crushed, blocked or full conduit or conduit that does not allow for new cables to be pulled. • Where there is existing video detection, it is assumed that the City will handle any required configuration or modification of the video detection system to accurately collect SPM data. Note that video detection must be able to be configured as show in the Detection Layout subsection of this document. • A maximum of two (2) days of system verification/acceptance testing is assumed. • If any variances are discovered during verification/acceptance testing, Trafficware requests 30 days to rectify the issue, or propose alternative action. • Any requirements that are noted as partially met, or not met, shall be modified or removed from any system requirements and associated verification testing after project award. • All requests for review or acceptance by the agency, will be received, approved, or rejected (with justification) within five (5) business days of submittal. City of South San Francisco ATSPM System Page 14 PROJECT SCHEDULE Figure 3 - Proposed Project Schedule City of South San Francisco ATSPM System Page 15 PROPOSED PERSONNEL Project Manager Marshall Cheek, PE, PTOE Education B.S., Civil Engineering, Iowa State University M.S., Civil Engineering, Texas A&M University Registration Professional Engineer, Texas No. 105929 Florida No. 71818 Professional Traffic Operations Engineer (No. 2949) Location Sugar Land, Texas Related Experience Seminole County SR 436 (Phase 1) SynchroGreen, Altamonte Springs, Florida – Project Engineer for the implementation of the SynchroGreen Real-Time Adaptive Traffic Control System at 12 intersections on SR 436 in Altamonte Springs, Florida. This project was one of the first SynchroGreen installations, and currently serves as Trafficware’s primary demonstration and test location. This project required extensive knowledge of Seminole County’s ITS infrastructure, as well as their traffic control hardware and vehicle detection technologies. This location was also the first to be simulated using the SynchroGreen adaptive simulation module. SynchroGreen is estimated to have reduced overall network delay on SR 436 by as much as 16 percent. Seminole County Lake Mary Boulevard (Phase 2) SynchroGreen, Lake Mary, Florida – Project Engineer for the implementation of the SynchroGreen Real-Time Adaptive Traffic Control System on Lake Mary Boulevard in Lake Mary, Florida. This project involved the installation of SynchroGreen at seven intersections, including two intersections on I-4, a major freeway. This project required extensive knowledge of the hardware and software that drives Seminole County’s ITS infrastructure, as well as the vehicle detection technologies used to capture traffic data. Lastly, this project required extensive traffic simulation using Trafficware’s Virtual Controller System and the SynchroGreen adaptive simulation module. Total network delay on Lake Mary Boulevard is estimated to have decreased as much as 21 percent. Galveston SynchroGreen, Galveston, Texas – Project Manager for the installation of SynchroGreen in Galveston, Texas. This project involved the deployment of SynchroGreen and ATMS.now at five intersections on Seawall Blvd. For this project, SynchroGreen was paired with Trafficware’s new Valence POD technology and was optimized for compatibility with these devices. Fresno SynchroGreen, Fresno, California – Project Manager for the installation of nine intersections on Shaw Avenue in Fresno, California. Shaw Avenue is a major arterial between SH 41 and SH 168 and has an ADT greater than 50,000. Shaw Avenue is adjacent to several major shopping centers as well as Fresno State City of South San Francisco ATSPM System Page 16 University. Congestion caused by these traffic generators often results in unpredictable traffic conditions. This project involved knowledge of Fresno’s ITS infrastructure and server configuration. This project required extensive knowledge of traffic operations and the application of advanced SynchroGreen features in order to accommodate special event and holiday traffic accessing Shaw Avenue. Brevard County SynchroGreen, Brevard County, Florida – Project Manager for one of the largest ASCT implementations in the United States. This design-build project involved the installation of SynchroGreen at 101 intersections in Brevard County, Florida. This project involved extensive simulation of SynchroGreen adaptive operations and the creation of custom signal controller logic and functionality. This project also required the installation of traffic control and ITS software (ATMS.now) to monitor and control the adaptive system. This project also required the installation of new traffic controllers at all project intersections and integration with various detection technologies (video, inductive loops, magnetometers). San Leandro SynchroGreen, San Leandro, California – Project Manager for the installation of six SynchroGreen intersections in San Leandro, California. This project was deployed due to the construction of a new hospital on Merced Street. The project was designed to move traffic between I-880 and the hospital. This project required extensive knowledge of traffic signal coordination and traffic signal operations. After deployment of this SynchroGreen system, traffic operations on Merced Street and Marina Blvd. were noticeably improved and expansion of the system is anticipated in the future. Newark SynchroGreen, Newark, New Jersey – Project Manager for the installation of seven SynchroGreen intersections in Newark, New Jersey. This installation of SynchroGreen may be considered to be one of the most advanced installations of an ASCT in the world. This SynchroGreen system not only optimizes traffic signals within the seven signal adaptive network, but it also coordinates with non-adaptive traffic signals surrounding the adaptive network within the downtown Newark traffic grid. SynchroGreen was configured to optimize not only vehicles and pedestrian operations, but also optimize for dedicated taxi and bus lanes. This project required advanced programming of signal controller logic, as well as advanced configuration and customization of SynchroGreen. Boca Raton SynchroGreen, Boca Raton, Florida – Project Manager for the installation of nine SynchroGreen intersections on Glades Road in Boca Raton, Florida. Glades Road is a major arterial roadway in Boca Raton, Florida. The ADT on Glades Road is approximately 60,000 and this road serves as the primary access point to/from Florida Atlantic University. Deployment of SynchroGreen on the corridor’s nine intersections took less than a week and the system demonstrated immediate results. Results for this corridor showed reductions in arterial travel time as much as 31 percent, and the number of stops were cut in half. City of South San Francisco ATSPM System Page 17 Project Engineer Tom Gerrity, PE, PTOE Education B.S., Civil Engineering, The University of Texas at Austin Registration Professional Engineer, Texas No. 107330; Florida No. 73525 Professional Traffic Operations Engineer (No. 3272) Location Austin, Texas Related Experience Silicon Valley, City of Palo Alto, Calif., ATMS, SynchroGreen & Connected Vehicle Deployment – Mr.Gerrity served as a Project Engineer on one of 2016’s most innovative installations. He worked to optimize the SynchroGreen system along five intersections on San Antonio Road in the heart of Palo Alto. The system involves complicated intersection configuration and is adjacent to Google’s new facility in Palo Alto. Houston ATMS and Controller Software, Houston, Texas - Mr. Gerrity is the lead traffic engineer for the City of Houston’s implementation of Trafficware ATMS and controller software on their existing 2070 traffic controllers. Mr. Gerrity leads all database conversion tasks and manages Trafficware contractors and has established quality control procedures to ensure accuracy of all database conversions. Additionally, Mr. Gerrity performs the task of converting all difficult databases, and has replicated some of the more complex traffic operations using Trafficware’s Scout controller software. Mr. Gerrity has proven an expert with Trafficware’s controller software on this project. Seattle suburb Lynnwood, Wash., SynchroGreen - Mr. Gerrity served as Project Engineer for the implementation of the SynchroGreen real-time adaptive traffic control system at 29 intersections in Lynnwood, Washington. This project included upgrading the City of Lynnwood central server, upgrading to ATMS version 2.5, and installation of PODs as supplemental detection. Galveston SynchroGreen Phase III, Galveston, Texas – Project Engineer for the installation of SynchroGreen in Galveston, Texas. This project involved the deployment of SynchroGreen at five (5) intersections on 61st Street. 61st Street is a major arterial between Interstate 45 (Gulf Freeway) and Seawall Boulevard with an ADT of 20,000. For this project, SynchroGreen was paired with Trafficware’s POD wireless magnetometer technology. Highway 6 SynchroGreen, Sugar Land, Texas – Project Engineer for the installation of SynchroGreen at 13 intersections on Highway 6 in Sugar Land, Texas. This section of Highway 6 includes one (1) diamond interchange at Southwest Freeway (US 59/IH 69). Highway 6 is a major arterial in the Houston area with ADTs of 50,000 and is adjacent to several major shopping centers as well as major employers, causing congestion and unpredictable traffic conditions. Mr. Gerrity was a key team member and instrumental in the design of the City’s detection (Trafficware POD) and the placement of these devices for optimal SynchroGreen performance. City of South San Francisco ATSPM System Page 18 Product/Project Manager Corey Crawford Education B.S., Mechanical Engineering, University of Tennessee Location Knoxville, Tennessee Related Experience PedSafe Project FDOT D5, Florida – Project Manager for implementation of 247 GRIDSMART video detection sites, including 338 Bell cameras. Installation spanned 9 municipalities in FDOT District 5 including Orlando and Daytona. This was an implementation of video detection systems to track pedestrian movement along major arterials in order to create prevention plans to better protect VRU’s and pedestrians in particular. National Harbor STREETSMARTV2, Prince George’s County, Maryland – Project manager for ongoing deployment of 5 STREETSMARTV2 to demonstrate system performance. STREETSMARTV2 will be used to track movement of vehicles and pedestrians in nearby Gaylord National Resort & Convention Center. Eventual deployment will involve 30 STREETSMARTV2 systems, as well as 50 GRIDSMART video detection systems. Product Manager, STREETSMARTV2 – Product manager for the STREETSMARTV2 product. Handles all product development coordination, training, and product support. Has been involved with STREETSMARTV2 since May 2019. GRIDSMART Fiber Optic Program – Coordinated deployments of fiber optic GRIDSMART products. Evaluated effectiveness and customer feedback for continuous improvement of products and installations in future deployments. Also directed development of various new tools to be utilized by fiber optic installers in order to create consistency, repeatability, and ease of install for the customer. City of South San Francisco ATSPM System Page 19 Organizational Chart Figure 4 - Organizational Chart *Indicates key personnel where a detailed resume is provided. City of South San Francisco ATSPM System Page 20 VENDOR QUALIFICATIONS Cubic Transportation Systems (CTS) is a leading integrator of payment, information technology and services to create intelligent travel solutions for transportation authorities and operators. Cubic is a publicly trading company (CUB) on the New York Stock Exchange (NYSE), with over 7,500 employees worldwide. Cubic brings global intelligent transportation systems (ITS) experience to the arterial traffic control industry and has quickly gained a prominent role in this sector through the acquisition of Trafficware and GRIDSMART in January 2019. All of CTS are working towards our collective NextCity vision. NextCity is a revolutionary initiative in city management and integrated traveler payment and information. Centered on three core principles, Cubic’s NextCity focuses on the delivery of an integrated customer experience, one account and seamless operations and analytics platforms. Intelligent and actionable information is the key to ensuring that everything is running as smoothly and as efficiently as possible within the travel networks – and will empower riders to make smarter, more informed decisions based on facts. As Cubic creates the NextCity vision through existing fare collection and ITS systems, and now with the acquisition of the best in class arterial traffic management solutions provided by Trafficware and GRIDSMART, we invite the City of South San Francisco to partner in our vision and join us as we provide a smarter, more integrated solution to agencies throughout the world. For this project Trafficware and GRIDSMART, both Cubic companies, will partner to provide the ATSPM system that the City has specified. Trafficware and GRIDSMART are brands under Cubic ITS, Inc. Trafficware will serve as the overall system integrator, including project management services, while GRDISMART will provide all ATSPM products and training. Trafficware Since 1979, Trafficware (formerly Naztec) has been dedicated to the traffic industry, providing uncompromised quality and service. Trafficware is known worldwide for Synchro Studio, the traffic engineering standard for signal timing and optimization, as well as ATMS, Trafficware’s advanced traffic (central) management system (ATMS). Trafficware has also leveraged expertise in Synchro, ATMS and traffic control hardware products to create the nation’s fastest growing real-time adaptive signal control technology City of South San Francisco ATSPM System Page 21 (ASCT), SynchroGreen. All Trafficware products are proudly designed, manufactured and supported in America and are held to the highest standards for quality and customer care. Trafficware is the only major traffic control and system provider that can claim this distinction. Trafficware offers the most extensive product catalog in the traffic signal control industry, including: traffic controllers, cabinets and accessories, detection, central management systems, adaptive systems, emergency response systems, traffic simulation software and more. A summary of technical services is below. Table 1 - Summary of Trafficware Technical Capabilities • NEMA, 2070, ATC Controllers • Traffic Simulation (Synchro/SimTraffic) • Traffic Controller Software/Firmware • Central Management Systems (ATMS) • NEMA, 33x, ITS, ATC & Custom Cabinets • Adaptive Systems (SynchroGreen) • Cabinet Accessories • Emergency Response (Emergency Module) • CMUs/MMUs • Connected Vehicle Technology • Signal Equipment (Signal Heads/Flashers) o DSRC and/or Mobile Network (4G/5G) • Wireless Magnetometer Detection (POD) o 3rd Party Data Analytics (TidalWave) • Single Camera Detection (GRIDSMART) • Transit Signal Priority (TSP) Systems • Hardware Installation Services • Custom Software Development Trafficware currently employs a full staff of professionals responsible for engineering, research, software development and manufacturing. Trafficware’s team has earned a reputation of consistency and reliability for state-of-the-art products and services. With over 150,000 square feet of combined manufacturing and engineering office space, their headquarters location in Sugar Land, Texas, has sufficient resources to handle any traffic control or ITS project. Trafficware currently has 200 employees, based out of their Sugar Land, Texas headquarters. Trafficware is a corporation organized in the State of Texas and is are proud to wave the “made in the USA” banner. Key Company Information: • Founded in 1979 • Over 300 ATMS systems in the United States • Headquartered in Sugar Land, Texas • Acquired by Cubic in October of 2018 GRIDSMART (Sub Vendor) GRIDSMART is the world’s only single camera solution for intersection actuation, traffic data collection, and situational awareness. GRIDSMART’s iconic Bell Camera delivers the industry’s only horizon to horizon view that includes the center of the intersection, where vehicles, bicycles, and pedestrian cross paths. GRIDSMART’s GS2 processor works with the GRIDSMART Camera to actuate intersections and gather important traffic data that can be utilized to adjust signal timing and traffic flow strategies in real time. City of South San Francisco ATSPM System Page 22 Housed in an artisan-forged, single-piece enclosure, GS2 was developed in part by world-renowned global design firm, IDEO. The powerful GS2 Processor runs the GRIDSMART Engine, a suite of vison-tracking algorithms that build a 3-dimensional model on objects approaching the intersection. The object trajectories are tracked through user defined zones traversing the center of the intersection, delivering unmatched accuracy. GRIDSMART exclusively delivers enter to exit tracking through the intersection. GRIDSMART systems include the industry’s only open API, built-in replay functionality, and a published change log. Key Company Information: • Founded in 2007 • Headquartered in Knoxville, Tennessee • Installed in over 7,000 intersections worldwide • Acquired by Cubic in January of 2019 Our Team’s Capacity to Complete the Scope of Work Our Team has the capacity to meet the scope of work provided by the City and exceed expectations. A summary of our Team’s combined qualifications for providing ATMS, ASCT, traffic controller hardware, as well as resources is below: • Nearly four (4) decades of experience developing, manufacturing and supporting traffic signal control hardware and software. • Over 300 ATMS installations, and tens of thousands of traffic signal controllers deployed • Over 100 SynchroGreen Installations in the United States. Fastest growing ASCT in the United States. • Developers of the World’s #1 traffic signal optimization and simulation software (Synchro™). • Over 100,000 square feet of engineering and manufacturing space. All products are made in America. • Hands-on Executive Management Team, that regularly visits customers, listens to their needs and uses feedback to guide the company. • Over 50 engineers and technical staff, dedicated to enhancing product lines, as well as supporting existing systems. • Dedicated team of over two dozen Field Engineers and technical staff that can be deployed to install and support systems throughout the United States. • Team of traffic engineers responsible for designing and developing industry-leading traffic control and ITS products for their peers within the industry. Experience Table 2 and Figure 5 demonstrate Trafficware’s experience deploying systems in the Western United States. Trafficware believes that our success in the Western United States is attributed to our team of expert engineers and technicians that have earned new and recurring business through hard work and our attentiveness to our customers. Trafficware staff proposed for this project are industry veterans and have been involved in the implementation and support of all of the systems listed below. City of South San Francisco ATSPM System Page 23 Table 2 - Trafficware Customers in Northern California Agency # Int. Controller ATMS SynchroGreen City of Albany 10 981 City of Brentwood 52 980 City of Campbell 35 980 City of Castro Valley 18 981 City of Citrus Heights 45 980 City of Concord 150 2070 City of Cupertino 55 980 City of Dublin 45 980, 2070 City of Elk Grove 140 980, 2070 City of Fairfield 95 2070 City of Folsom 45 980 City of Foster City 33 980 City of Fresno 580 2070 City of Fremont 12 2070 City of Hayward 180 980 City of Livermore 98 2070 City of Milpitas 72 980 City of Newark 15 980 ATC City of Oakland 650 2070 City of Palo Alto 101 980, 2070 City of Pittsburg 40 980 City of Pleasanton 98 980, 2070 City of Redding 40 2070 City of Roseville 150 2070 City of San Leandro 55 980 City of San Lorenzo 15 981 City of Santa Clara 130 980 City of Santa Cruz 9 980 ATC City of Victorville 60 980 City of Walnut Creek 97 2070 City of Watsonville 20 980 ATC County of Alameda 100 981 County of El Dorado 35 980, 2070 County of Placer 4 2070 County of Santa Clara 160 980 City of South San Francisco ATSPM System Page 24 Figure 5 - Trafficware Systems in the Western United States Trafficware’s Legacy and Cutting Edge Technologies Trafficware is the maker of the World’s #1 traffic analysis and simulation tool, Synchro Studio. Synchro studio encompasses several software applications including Synchro and SimTraffic. These applications, in addition to our state-of-the-art traffic central management system, ATMS have earned Trafficware a reputation for innovative solutions that drive the traffic control and ITS industry. Trafficware is the only traffic control and ITS manufacturer that can provide products for all disciplines within the traffic industry; Trafficware provides products that are familiar to traffic engineers, technicians and anyone involved in the operation of traffic signal systems. Trafficware maintains tens of thousands of Synchro users and over 300 ATMS systems, globally. SynchroGreen builds upon Synchro Studio, ATMS and other traffic control solutions, and is the culmination of decades of experience. SynchroGreen is a state-of-the-art adaptive signal control technology that has earned Trafficware a reputation for forward- thinking solutions. Building upon our legacy of innovation, Trafficware leads the vehicle to infrastructure (V2I) initiative with several new developments involving our software systems as they relate to connected vehicles. In 2014, Trafficware partnered with several other tech companies to demonstrate the capabilities of ATMS and our Local Controller Software in conjunction with Audi vehicles for the Consumer Electronics Audi Traffic Light Assist using ATMS Connected Vehicle Technology City of South San Francisco ATSPM System Page 25 Show in Las Vegas. Trafficware’s technology has since been deployed in several instances with connected vehicle applications, including Palo Alto and Walnut Creek, California, as well as one of the largest connected vehicle applications in the United States in Las Vegas involving autonomous buses. These systems disseminate real time phase, detection and signal status data to subscribers in the auto industry. Auto manufacturers will then apply this data to driver awareness and navigation-based applications and even autonomous vehicles. Trafficware’s commitment to V2I, adaptive signal control and other advanced technologies, exemplifies our commitment to the future of traffic control and our dedication to providing solutions that allow our customers to do the same. References Seattle Department of Transportation, USA Contact Name and Position Adiam Emery Transportation Operations and Planning Coordinator Contact Phone and E-mail Adiam.Emery@seattle.gov Project Start and End Dates September 2013 Present Description of Project/Services The city of Seattle has an ongoing deployment of WiFi sensors which cover more than 350 intersections in the central business district. The information generated by Acyclica’s system has enabled the city to manage congestion more effectively and increase the overall efficiency of the traffic system by understanding congestion and helping to manage signals. Among other things, Seattle DOT is using Acyclica technology to measure the performance of SCOOT, an adaptive signal timing system. Acyclica has worked together with Siemens to integrate the data and provide real-time feedback on how the system is performing. Across the region, Seattle is using Acyclica’s software, Go, to integrate incident feeds and floating car data from TomTom to expand coverage and provide a comprehensive data dashboard to help facilitate operations and planning. In addition to floating car data, Go has integrated detection data ranging from Sensys magnetometers to inductive loop and real-time signal data. Seattle DOT is also using Acyclica technology to show how improved signal timing can reduce the occurrence of red light running and thereby improve safety. City of South San Francisco ATSPM System Page 26 City of Phoenix, Arizona, USA Contact Name and Position Simon Ramos Transportation Operations and Planning Coordinator Contact E-mail simon.ramos@phoenix.gov Project Start and End Dates September 2013 Present Description of Project/Services The city of Phoenix has an ongoing installation throughout the city to provide comprehensive, citywide origin-destination and for monitoring travel-times on major corridors in and around the central business district. The city is also using Acyclica’s technology to better understand delay and provide insight for signal timing. Phoenix is in the process of upgrading current Acyclica technology to include high resolution signal data. The new technology will help communicate signal status into vehicles to improve driver and pedestrian safety through an initiative to help reduce the frequency of red light running. City of Henderson, Nevada, USA Contact Name and Position Alyssa Rodriguez Principal Traffic Engineer Contact E-mail alyssa.rodriguez@cityofhenderson.com Project Start and End Dates September 2016 Ongoing Description of Project/Services As part of a Smart City and Connected / Autonomous vehicle initiative, the City of Henderson has been leading the way in the Las Vegas valley for implementing Acyclica technology at every intersection. Henderson has already been able to reduce congestion by improving traffic signal timing by using Acyclica’s comprehensive analytics. In addition, Henderson has emerged as a leader in the Connected and Autonomous vehicle landscape for its ability to deliver real-time signal information into vehicles with sub- second latency. The implementation of this technology is helping to drive the Las Vegas Valley as an autonomous and connected vehicle test bed. As other agencies in the valley start to deploy Acyclica technology, the cloud- based platform allows Clark County, City of Las Vegas, North Las Vegas, Nevada DOT and Henderson to share information and collaborate on ICM projects across the region. City of South San Francisco ATSPM System Page 27 SYSTEM REQUIREMENTS Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met Signal Performance Measures General SPM 1 The system shall use the high resolution (tenth of second) data enumerations detailed in Tables 4.1 to 4.9 in the document "Performance Measures for Traffic Signal Systems, An Outcome-Oriented Approach" 2014 R 1.1 The system shall use high resolution data enumerations from the controllers operating D4 software R 1.2 The system shall use high resolution data enumerations from the controllers operating Kadence adaptive signal system R 2 The system shall provide intersection-level metrics for locations equipped with detection as listed below: 2.1 Delay per vehicle approach/phase R “Delay” Report 2.2 Approach speed D “Speed” Report 2.3 Volume per approach/phase R Polling detector activations seen by controller 2.4 Number of arrivals on red R Detector activations while phase is red 2.5 Percent arrival on red D Arrivals on Red and Green report 2.6 Number of arrivals on green R Detector activations while phase is green 2.7 Percent arrival on green (Purdue coordination diagram) R Arrivals on Red and Green report 2.8 Platoon ratio R 2.9 Bicycle volume per approach/phase D 2.10 Pedestrian actuations per phase D Polling detections at controller City of South San Francisco ATSPM System Page 28 Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 2.11 Pedestrian delay per phase D Pedestrian Delay report available 2.12 Number of emergency vehicle preemption events per approach D 2.13 Duration of emergency vehicle preemption events per approach D 2.14 Number of vehicles entering intersection on yellow indication per approach D Detector activations while phase is yellow 2.15 Number of vehicles entering intersection on red indication per approach D Counts and Phase can be coordinated on single page 2.16 Phase split monitor R Current State streaming and historical report on phase status 2.17 Reason for phase termination (gap out, max out, force off) D 2.18 Detector red occupancy ratio during the first five seconds of red for that phase (ROR5) R 2.19 Coordination mode status/summary D RYG+Movement report coordinates phase status/summary 2.20 Queue length (based on detector input) D 2.21 Vehicle turn movement counts R Counts by Phase report available Reports 3 The system reports shall be in the following formats: 3.1 Graphs D Available in Web UI 3.2 Tables D Available in Web UI 3.3 CSV R Download from Web UI 3.4 XLS R Download from Web UI 3.5 PDF D Saved from Graphs and Tables Downloaded from UI 3.6 MS Word D Can be imported from csv format City of South San Francisco ATSPM System Page 29 Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 4 The system shall provide real time (within 15 minutes) reports. R Data streamed to server and available in UI within 15 min 5 The system shall provide historical reports. D Data accessible for 3 years 6 The system shall provide reports based on cycle by cycle data R 7 The system shall provide reports based on user-defined query for performance measure and time period D User can select performance measures and time frames in UI 8 The system shall provide reports that compare current data to historical data D “Travel Time by Day of Week”, “Week over Week Travel Times”, and more 9 The system shall calculate average arrivals on green per intersection in network D Can be calculated from counts of vehicles entering and phase status data 9.1 The system shall calculate corridor average arrivals on green D 10 The system shall calculate average arrivals on red per intersection in network D Can be calculated from counts of vehicles entering and phase status data 10.1 The system shall calculate corridor average arrivals on red D 11 The system shall calculate average delay per intersection. D Available in Delay report 12 The system shall calculate a split failure count per intersection in network D 13 The system shall develop automated reports for user-defined measures R User can define thresholds for travel time and Offline alerts 14 The system shall develop automated reports for user-defined time period R User can define time of day and day of week to receive travel time alerts 15 The system shall generate point-to-point travel time calculations (within 15 minutes of capture) between intersections equipped with necessary detection D Data analyzed within 15 min. of collection City of South San Francisco ATSPM System Page 30 Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 16 The system shall compare current travel time to historical travel time at that time of day D “Travel Time by Day of Week” Report 17 The system shall provide reports on historic and real time alerts with alert time, alert notification, and alert resolution. D Alert records viewable historically 18 The system shall highlight individual intersections that have experienced communication failures over a user specified date. R User can view dates when device has or does not have data, but this is not a standalone report Alerts/Alarms 19 The system shall send alerts via text and email based on the following triggers: 19.1 No communications to controller R Text, email, and web alerts available 19.2 When controller is in Flash mode R Flash Sense alerts available 19.3 Detector actuations (user-defined) R 19.4 Phase max out (user-defined) R 19.5 Approach delay (user-defined) D 19.6 Queue length (based on detector input) D 19.7 Any input/output user configured as an alert D 20 The system shall report the status of the communications link R Status Page reports last time data was uploaded 21 The system shall report the health of the detectors based on: 21.1 User-defined activity (too many actuations) D 21.2 User-defined inactivity (too few actuations) D Mapping 22 The user interface shall consist of a front page dashboard customizable by user R User can apply various filters, map views, attachments to sites, and heatmaps on front page of UI City of South San Francisco ATSPM System Page 31 Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 23 The system shall show metrics in the form of a heat map for quick identification of issues. D Travel Time heat maps can be set up between each set of intersections 24 The system shall allow multiple saved views per user D Multiple 25 The system shall provide a map-based interface R Google Maps based interface 26 The system shall allow the user to zoom and pan the map view R Can Zoom and Pan 27 The system shall interface with GIS and provide ability to customize map. D 28 The system shall provide ability to search for specific intersection from the map and from a list. R Can select from map, or from search bar with list System Support and Management General Access 29 The system shall provide a minimum 20 concurrent logins for authenticated users. R Unlimited concurrent logins 30 The system shall be fully accessible via the following: 30.1 Windows-based desktop or laptop R Web-based UI accessible by any device with internet connection 30.2 Mac-based desktop or laptop R Web-based UI accessible by any device with internet connection 30.3 Tablet using Apple IOS, Google Android or Windows for mobile devices D Web-based UI accessible by any device with internet connection 30.4 Mobile phone using Apple IOS, Google Android or Windows for mobile devices D Web-based UI accessible by any device with internet connection 30.5 Chrome web browser R Web-based UI accessible by any device with internet connection 30.6 Internet Explorer/Edge web browser R Web-based UI accessible by any device with internet connection City of South San Francisco ATSPM System Page 32 Requirement No. Requirement Text Required (R) / Desired (D) Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 30.7 Safari web browser D Web-based UI accessible by any device with internet connection 30.8 VPN R Web-based UI accessible by any device with internet connection 31 The system shall not interfere with existing central signal system and local controllers. R Will not interfere with Controller or central system operation 32 The system shall accommodate a minimum 50 intersections. R No limitation on number of intersections that can be supported General Data 33 The system shall provide access to high resolution traffic data for a period of three years. D 34 The system shall provide access to logs, alarms and reports for a period of at least three years. R Data is logged on servers for up to three years 35 The system shall archive all traffic data after three years. R Data archived after three years Security 36 The system shall work within the South San Francisco's firewall and abide by cyber security requirements R Cubic-Trafficware & GRIDSMART reserve the right to review and negotiate terms on any documents not provided as part of the RFP documents. 37 The system shall support authentication of individual users via user names and passwords R All users will have unique username and password for authentication 38 The system shall provide varied levels of data access and analytic functionality based on user type R Levels of user access will allow control over site configuration and user admin City of South San Francisco ATSPM System Page 33 COST PROPOSAL Initial project Item Description Quantity Unit Unit price Extended price 1 Project management 1 LS $8,000.00 $ 8,000.00 2 Furnish & Install ATSPM System 33 EA $5,690.00 $ 187,770.00 2.1 Required detection for SPM 1 EA $326,495.00 $ 326,495.00 3 Configuration Integration and deployment 33 LS $500.00 $ 16,500.00 4 System Testing and Acceptance 1 LS $14,000.00 $ 14,000.00 5 Training and Documentation 1 LS $10,000.00 $ 10,000.00 6 ATSPM System Documentation 1 LS $5,000.00 $ 5,000.00 7 System License, Warranty, and Support (Years 1 - 3) 1 LS $0.00 $ - Subtotal $ 567,765.00 Future Expansion Item Description Quantity Unit Unit price Extended price 8 System License, Warranty, and Support (Additional Year 1) 1 LS $ 13,200.00 $ 13,200.00 9 System License, Warranty, and Support (Additional Year 2) 1 LS $ 13,200.00 $ 13,200.00 10 System License, Warranty, and Support (Additional Year 3) 1 LS $ 33,000.00 $ 33,000.00 11 System License, Warranty, and Support (Additional Year 4) 1 LS $ 13,200.00 $ 13,200.00 12 System License, Warranty, and Support (Additional Year 5) 1 LS $ 13,200.00 $ 13,200.00 13 System License, Warranty, and Support (Additional Year 6) 1 LS $ 13,200.00 $ 13,200.00 14 System License, Warranty, and Support (Additional Year 7) 1 LS $ 13,200.00 $ 13,200.00 Subtotal $ 112,200.00 Items 1-14 Total $ 679,965.00 **Prices do not include any applicable taxes** City of South San Francisco ATSPM System Page 34 LITIGATION April 30, 2020 Bianca Liu, P.E. City of South San Francisco Engineering Division 315 Maple Avenue South San Francisco, CA 94080 RE: ATSPM System RFP - Litigation Dear Ms. Liu Cubic ITS, Inc. has no current or previous litigation related to similar projects as the project proposed by the City of South San Francisco within the past five (5) years. If you have any questions related to this issue, please contact Liam Flynn at (321)-616-0141. Sincerely, Joe Custer Trafficware General Manager City of South San Francisco ATSPM System Page 35 APPENDIX A City of South San Francisco ATSPM System Page 36 City of South San Francisco ATSPM System Page 37 City of South San Francisco ATSPM System Page 38 City of South San Francisco ATSPM System Page 39 City of South San Francisco Request For Proposal Automated Traffic Signal Performance Measures (ATSPM) System May 1, 2020 Attachment 4: Econolite Proposal May 1, 2020 Ms. Bianca Liu, P.E. City of South San Francisco Department of Public Works – Engineering Division 315 Maple Avenue South San Francisco, CA 94080 Subject: Request for Proposal (RFP) - Automated Traffic Signal Performance Measures (ATSPM) System Dear Ms. Liu: Econolite Systems, Inc. is pleased to submit this proposal to the City of South San Francisco in response to the above referenced RFP. Econolite’s outstanding experience in the industry includes over 85 years of working side-by-side with our customers to provide state-of-the-art products and services. We understand that the primary goal of the project is for the City to achieve a higher level of performance for its traffic signals by providing more consistent and reliable operations, resulting in improved traffic flow and safety. To achieve this goal, Econolite proposes to deploy our Centracs Signal Performance Measures (SPM) system. Centracs SPM is a state-of-the-art SPM system that not only captures and reports high resolution data, but also provides recommendations as to how to improve signal operations. Our goal is the same as the City of South San Francisco’s goal: to improve signal operations and enhance mobility through effective and efficient data analysis. Econolite has proudly partnered with our local Bay Area-based distributor, Western Pacific Signal (WP Signal), for this important project. WP Signal is located in San Leandro and has ten support staff prepared to play a key role in the project. Both Econolite and WP Signal have a reputation for going above and beyond in terms of service and reliability, to ensure our customers are provided with best-in-class software, hardware, and service that improves mobility and enhances the movement of people and goods throughout the world. As an integral member of the Econolite family, Econolite Systems was formed in 2009 to complement Econolite’s One-Stop-Shop experience for the agencies it serves. While Econolite has established a long- standing reputation for quality and innovation in traffic control products, Econolite Systems is focused on the delivery of projects and the unique needs and requirements they bring, including systems engineering, ITS installation, integration, custom software development, and deployment of communications networks. I am authorized by Econolite Systems to negotiate a contract with the City and confirm there are no conflicts of interest that would limit our ability to provide the requested services. We are in receipt of the RFP along with Addenda #1 and 2. We look forward to your favorable consideration of our proposal and the opportunity to demonstrate our solution. Please feel free to contact me at 310.418.1663, or by e-mail at mporter@econolite.com, with any questions regarding our proposal. Sincerely, Econolite Systems, Inc. Marc A. Porter Vice President Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco ii 1. Understanding and Approach .................................................................... 1 1.1 Project Understanding ................................................................................. 1 1.2 Proposed Solution ....................................................................................... 1 1.3 Project Approach ......................................................................................... 4 2. Management Plan ...................................................................................... 7 2.1 Task 1: Project Management ...................................................................... 7 2.2 Task 2: Furnish ATSPM System .................................................................. 8 2.3 Task 3: Installation, Integration, and Deployment ..................................... 8 2.4 Task 4: System Testing, Verification, and Acceptance .............................. 9 2.5 Task 5: Training and Documentation ......................................................... 9 2.6 Task 6: System Documentation ................................................................ 10 2.7 Task 7: System License, Warranty, and Support ..................................... 10 3. Project Schedule ...................................................................................... 12 4. Proposed Personnel ................................................................................. 14 4.1 Project Organization .................................................................................. 14 4.2 Key Staff Bios ............................................................................................ 14 4.3 Staffing Levels ........................................................................................... 17 5. Vendor Qualifications ............................................................................... 18 5.1 Company Summary ................................................................................... 18 5.2 References ................................................................................................. 21 6. System Requirements .............................................................................. 24 7. Cost Proposal ........................................................................................... 29 8. Litigation ................................................................................................... 30 9. Appendix ................................................................................................... 31 TABLE OF CONTENTS Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 1 1. Understanding and Approach 1.1 Project Understanding The City of South San Francisco has invested significant time and resources in preparation and planning for a connected and Smart City future. A well-managed and proactively maintained traffic signal infrastructure is a key component of this vision. This Automated Traffic Signal Performance Measures (ATSPM) project seeks to leverage existing traffic control and communications infrastructure to deliver objective, cutting-edge, signal performance analytics. The goal is to provide South San Francisco City staff with a means to easily monitor their traffic signal performance, prioritize signal retiming efforts, and efficiently manage their infrastructure using in-house resources. The ATSPM system must integrate with existing 2070 ATC controllers running Fourth Dimension D4 firmware and provide reliable performance metrics at project intersections operating Kadence Adaptive technology. In this, Econolite’s Centracs SPM™ (Signal Performance Measures) system is the best fit for South San Francisco. As described in Section 1.3.2 of this proposal, our ATSPM solution has the flexibility to seamlessly integrate with the City’s 2070 ATC controllers. Our understanding of this project is to deliver an industry-leading ATSPM system that is operationally deployed across all 33 project intersections. This will entail ensuring that South San Francisco’s traffic infrastructure – including controllers, detection systems, communications, data storage, and software – all operate as a seamless and cohesive system. In summary, our understanding of the key project elements includes: 1. Utilize existing, end-to-end operational, IP-based communications (Ethernet-over-copper and fiber optic networks) as a data pathway from all project intersections to the Centracs SPM cloud. 2. Leverage Fourth Dimension’s MIB controller elements to seamlessly integrate high- resolution data from the 2070 ATC/D4 controllers into Centracs SPM. 3. Employ a detector channel mapping protocol to enumerate signal performance metrics from intersections operating Kadence Adaptive technology. 4. Deliver, install, integrate, and test the new Centracs SPM system. 5. Provide comprehensive system training for City staff. 6. Maintain ongoing local support, system performance monitoring, and training resources for the City of South San Francisco. 1.2 Proposed Solution To meet the needs of the City of South San Francisco ATSPM, the Econolite Team is proposing a solution based on our industry-leading Centracs SPM platform. Centracs SPM is a cloud-based high- resolution traffic data collection and analytics software system. It is designed to be a robust solution that provides real-time signal performance measures, including analytics, to pinpoint problem and concern areas, as well as the capability to optimize signal timing parameters. The unique capabilities of Centracs SPM enable transportation professionals to proactively address traffic signal timing optimization and enhance mobility and safety. This allows agencies to make signal retiming strategy decisions based on actual high-resolution performance data, without the cost of manually collected low-resolution data, software modeling, and simulations. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 2 Figure 1 illustrates the Centracs SPM design approach and evolving enhancements to this high-resolution data- based SPM, which includes signal timing optimization utilizing Purdue University’s Link Pivot, Red Occupancy Ratio (ROR) and Green Occupancy Ratio (GOR), and other algorithms. The multi-stage architecture allows for the schedule-based Pattern Optimizer as well as Real-Time Signal Optimization. Centracs SPM also provides a powerful diagnostic dashboard (Figure 2), along with heat maps and analytical tools that identify problem areas and enable users to understand issues that are affecting traffic flow, the traffic signal changes that need to be made, and how well those coordination changes are working. Centracs SPM transforms qualitative and quantitative data into actionable information, including before-and-after charts, as well as numerous reports, that allow engineers to know how timing and other changes affect traffic flow. 1.2.1 High Level Features and Differentiators Centracs SPM provides the following features: • Optimization: Optimizes all signals within a corridor to reduce the number of traffic stops and delays based on the amount of time assigned to a phase (split), when the cycle starts (offset), or the length of the cycle to serve all phases (cycle length). The optimization process uses Purdue University’s Link Pivot and GOR/ROR (Green Occupancy Ratio/Red Occupancy Ratio) to optimize arterial-level parameters, including lead-lag sequencing. • Web-Based User Interface: Provides an intuitive and powerful user experience while providing the best and the latest features to all users. • Overview Dashboard: Snapshot of the traffic system’s health by corridor, region, or Agency. The Dashboard is customizable by the end user to show what is important to them. • Heat Maps: Powerful visuals that overlay key performance metrics, such as Arrivals on Green, Vehicle Delays, or Power Failures, with a geographic context. • Hot Spots: Identifies a list of intersections in a decreasing order of priority that requires remedial action. • Detector Concerns: Separately identifies a list of specific intersections with detector problems. • Reports: Enhanced suite of analytical reports using performance metrics developed by Purdue University. • Metrics: MOEs categorized by Coordination, Transition and Preempt to drill down on key performance indicators. • Compare: Analyze before and after results to learn the effectiveness of remedial action. Figure 2 - Centracs SPM User Interface Figure 1 - Centracs SPM multi-stage signal performance measures and signal timing optimization Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 3 Supported Metrics Listed below is a sample of the reports currently available within Centracs SPM. Any variations of the above reports and/or new metrics could be generated if captured in the event logs. 1. Arrivals on Green (AOG) 2. Arrivals on Red (AOR) 3. Purdue Coordination Diagram 4. Transition Duration 5. Preempt Services & Requests 6. Preemption Details 7. Vehicle Delay 8. Pedestrian Delays 9. Ped Actuations 10. Total Pedestrian Cycles 11. Power Failures 12. Split Monitoring 13. Split Failure 14. Daily Split Failure 15. Split Failure by Intersection 16. Longitudinal Split Failure 17. Cycle Length 18. Green Times 19. Flow Rates 20. Volume/Capacity 21. Occupancy Ratio 22. Possible Red-Light Runners 1.2.2 Pattern Optimizer The Pattern Optimization feature in Centracs SPM keeps checking the changes in traffic conditions to provide optimized signal timing parameters per the user-specified schedule. The user can review the optimization results and recommended timing parameters, including improvement or degradation in corridor and intersection delays, and decide if the recommended solution is acceptable to download to the controllers. The user can select all or any combinations of the settings to manage different operational strategies as illustrated in Figure 3. As seen in Figure 4 on the following page, the recommended solution includes the following timing parameters to address various strategies: • Offset optimization - based on the Percent Arrivals on Green (AOG%) and Purdue Coordination Diagram to maintain coordination and provide smooth flow along a group of traffic signals • Cycle optimization – using the Volume/Capacity ratio to improve throughput • Split Optimization – allocating phase times within the set guidelines. • Sequence Optimization – recommending Lead or Lag left turns to reduce standing queues and/or spill back from left turn lanes onto through traffic movements. The Pattern Optimizer requires two-way communication with traffic controllers. This requires a compatible Advanced Traffic Management System (ATMS) with full command and control of traffic controllers. Provision and installation of an ATMS is not included in this project pricing, but our team would be happy to help the city evaluate their alternatives in this regard. Figure 3 - User Selectable Timing Parameters Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 4 1.3 Project Approach The Econolite Team is proposing the following implementation plan to deploy the Centracs SPM platform for the thirty-three (33) signalized intersections identified in the RFP. This implementation approach will require some input and assistance from City staff (as detailed in the project timeline) but setting up the system is a straightforward process. The following sections outline the general steps within the proposed timeline presented under Section 3. Project Schedule. 1.3.1 Network Data At the kickoff meeting, the Econolite Team will request the City provide all configuration data. This data includes detector and lane assignments, timing plans, min/max greens, and any other relevant information for the Centracs SPM operation and signal timing optimization. Additional information, such as intersection layouts/design sheets, will also be required to fully identify the existing detection conditions at each location. 1.3.2 Signal Controller & Communication System As described in the RFP, and the inventory of existing intersections listed in RFP Appendix B, all 33 intersections are or will be running 2070 ATC controllers with D4 firmware. Per the RFP, it is assumed that the City will provide access to the existing Ethernet communication network to allow the ATSPM software to access the ATC controllers via IP connectivity, using each controller’s IP address. In order to collect high resolution data from all intersections, some additional integration work will be required for communications with D4/2070 ATC controllers. For the D4/2070 ATC controllers running TOD plans, Econolite will employ the high-resolution data custom translation software from Fourth Dimension. INDOT has provided a specification for this Figure 4 - Centracs SPM Recommended Signal Timing Modifications Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 5 capability that Econolite, Fourth Dimension, and several other ATC controller vendors currently comply with. 1.3.3 Detection System & Field Verification The performance of an ATSPM system relies upon the accurate mapping of field detector channels to the correct detector assignments within the system. One deployment risk resides in the potential of inaccurate mapping. To mitigate this risk, the City’s verification of the detector layout – including detector types, IDs, and lane/phase assignments – will be required, and may necessitate field verification. However, if the City has standardized their network phasing and detection setup, site visits to each location may be unnecessary. Readily available detection infrastructure information will expedite system deployment of the Centracs SPM. Because Centracs SPM works with high-resolution controller data, it is compatible with all detection systems used in signal actuation, utilizing data from the controllers. Ideal detectorization for performance metrics should include: • Stop bar, lane-by-lane on each phase. • Main street advance or mid-block (arrival profiles). • Side street advance for cycle adjustment on busy side streets. Centracs SPM also has been directly integrated with our Autoscope® Vision video detection system. A typical detection layout using one unit of Vision video detection is presented in Figure 5 below. Use of exit detectors is also supported with Centracs SPM. 1.3.4 Centracs SPM Setup and Configuration The Econolite Team will develop intersection layouts and configure each intersection, intersection approach, and the respective detector configurations. Once the configuration is complete, Centracs SPM will then begin collecting and processing the high-resolution controller data. Figure 6 - An example of proposed detection layout using video detection Figure 5 - Typical Detection Layout Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 6 It should be noted that the Centracs SPM system deployment will not require any additional equipment at the TMC or in the traffic controller cabinet (subject to availability of ATC controllers as discussed above). The system will be standalone, running independently from the City’s other traffic management activities, in order to collect, process, and disseminate high-resolution data. 1.3.5 System Operations Once the system is deployed, Centracs SPM will begin collecting high-resolution data, calculating performance indices, and generating intuitive reports and charts that will allow staff to understand how intersections, groups of intersections, and corridors are performing. In addition, because of the system’s proactive data analysis features, City staff will be able to preemptively identify potential issues in operations of the overall signal system. The Econolite Team will review system performance data and generated reports to ensure that Centracs SPM is operating properly, and as required. Econolite stands behind each and every project developed or deployed. Should any issues arise during operations, we are here to support the City. Our Centracs SPM support team will provide detailed assistance in answering system operation questions, conducting spot training as needed, and in clarifying/modifying reports. Additionally, our partner WP Signal is just minutes away and stands ready to address any operational and training questions that may arise. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 7 2. Management Plan 2.1 Task 1: Project Management 2.1.1 Project Manager Project Management is a critical part of the deployment of any technology project. To emphasize its importance, we propose a dedicated project management task for this project. The Econolite Team will perform proactive project management throughout the course of the project and provide periodic invoices and progress reports to summarize the project status. Doing so will ensure that the City’s goals and expectations for each project element are clearly understood and met by all stakeholders, and any potential scope refinements are managed as needed through the course of the project. We are proposing a highly experienced Project Manager for this project: Mr. Michael Villafuerte. Mr. Villafuerte’s qualifications are detailed in Section 4. Proposed Personnel of our proposal. Mr. Villafuerte will coordinate all aspects of project execution, maintain regular communication with City staff, ensure adequate project staff resources, and provide contract administration consistent with federal requirements. 2.1.2 Project Schedule Our proposed schedule, including major milestones and deliverables, is included in Section 3. Schedule of our proposal. Econolite Systems’ Project Manager will provide an updated and detailed version of the schedule within one week after the Notice to Proceed (NTP). 2.1.3 Bi-Weekly Progress Meetings The Econolite Team will establish bi-weekly project meetings via teleconference to keep the City informed of project progress and upcoming activities. These meetings are structured as “status only” and are intended to last not more than thirty minutes. This timeframe ensures regular stakeholder attendance and insists that more in-depth discussion be taken offline. The agenda for these meetings will form two purposes: to guide the discussion and function as a Status Report. These meetings will be limited to the following discussion points: • Estimates of progress • Work performed during the prior period • Work anticipated for the current/following period • Any deviations from the project plan along with their current issues, status, and how they are to be remedied For each bi-weekly progress meeting, Econolite will provide the meeting agenda and notes. The notes will include a “rolling” Action Item list that identifies and summarizes the Action Item (what needs to be done), Responsible Parties (who needs to do it), Resolution Dates (when will it get done), and End Result (how was it accomplished). Deliverables: • Meeting Agenda and Notes • Schedule Updates 2.1.4 Quality Control/Quality Assurance Plan During the kickoff meeting, Econolite Systems’ Project Manager will provide the City with a quality control/quality assurance plan in-line with our Software Maintenance Agreement, detailing our product Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 8 quality process during the course of the project. This process includes continuous technical support to the staff on the use, configuration, management, and troubleshooting of Centracs SPM, as well as provides software upgrades addressing defects and/or enhancements and new features. To ensure that product quality assurance will be carried out in every step of the project, we have included Mr. Studer as the lead for the project Support Team. Mr. Studer manages the Econolite Systems QA/QC team at the Colorado Springs office, and is responsible for the development, implementation, and coordination of the quality assurance program. Deliverables: • Meeting Agenda and Notes • Schedule Updates • QA/QC Plan 2.2 Task 2: Furnish ATSPM System As described under Section 1.3 Project Approach and Task 3 below, the Econolite Team will supply, integrate, and configure Centracs SPM software services for all thirty-three (33) intersections in accordance with the System Requirements detailed in Section 6. System Requirements of our proposal. All system setup and configuration will be done in the cloud, using virtual servers. Econolite will provide all required and supporting documentation including licenses, applications, and cloud services. Deliverables: • Centracs SPM software license 2.3 Task 3: Installation, Integration, and Deployment Econolite will set up the City’s cloud-based Centracs SPM site and configure and integrate all thirty- three (33) intersections to provide high-resolution data to Centracs SPM. The following steps will be required for the successful deployment and operation of the system. • Review existing intersection and detector layouts • Site setup & configuration • Develop intersection maps and database • Traffic network configuration, including grouping and defining corridors and operational parameters in consultation with the City’s Project Manager Econolite will work closely with City staff to define a methodology for deploying the City’s Centracs SPM in a cooperative manner. We propose to connect to and begin receiving high resolution data from any available intersection controller cabinets at the time subject to the availability of communications as described in Section 1.3.2 above. This will allow the City staff to begin operating the system and familiarizing themselves with all of the system’s operational tools and features, while infrastructure upgrades for the remaining intersections are underway. Deliverables: • City of South San Francisco Centracs SPM website • Go-Live with all available intersections Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 9 2.4 Task 4: System Testing, Verification, and Acceptance The Econolite Team will provide a Draft Verification and Acceptance Test Procedure (ATP) to the City for approval at least fifteen (15) days before the scheduled System Acceptance Test is to begin. The document will be based on the City’s Verification Plan, attached as Appendix A to the RFP. The City will review the ATP and provide review comments within seven (7) days. Upon approval of the City, the Acceptance testing shall begin. Acceptance testing includes a step-by-step walkthrough of every procedure documented in the ATP. Each test in the ATP will state the requirement and expected outcome. As Econolite conducts the System ATP, each outcome will be recorded as complied, partially complied, or failed. Each test in the ATP will be conducted via one (or more) of the following methods: demonstration, analysis, and/or inspection. This phase of testing ensures that the Standard Centracs SPM Test Procedures and the specific additional functional and performance requirements of the City are observed and proven to successfully function. The Acceptance Test is incredibly thorough and painstakingly detailed. Econolite will conduct, document, and record all test results. The City’s Project Manager (or their designee) will witness all tests and sign off on each procedure as it is completed. At the conclusion of the System Acceptance Test, Econolite will prepare a test report summarizing the results of the test and documenting any areas of the test that need to be corrected. As necessary, Econolite will resolve any issues that were identified during the Acceptance testing, demonstrate the proper operation to City personnel, and document the corrections. Deliverables: • System ATP Description and Procedures • Completed System ATP 2.5 Task 5: Training and Documentation The Econolite Team will provide all training necessary for the City to successfully operate and manage the Centracs SPM system. Our proposed system training identifies the lesson plan for each course detailing the literature, standard operating procedures, manuals, and test materials that will be used. The Econolite Team will submit the Training Plan to the City for review and approval thirty (30) days prior to the scheduled start of any training. The Econolite Team will provide initial and final training sessions, utilizing in-person training sessions at the City’s facilities. Initial training can be done upon deployment of the first group of signals, in consultation with, and upon approval by the City. This allows the City personnel to be introduced to the tool and begin using it. This training will step through the data collection process, how it is stored, in- depth use of metrics in monitoring and operations of the traffic network, and the use of other tools, such as Compare and the Plan Optimizer. The second training session will be conducted six (6) to twelve (12) months later, and at the City’s discretion. Should additional training be required, web- hosted seminars can also be provided. The training sessions will be divided into Operations, Maintenance, and Administration sections. Operations and Maintenance training will address each of the following topics: • System Overview • System Set-Up, Configuration, & Calibration Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 10 • Basic Operations including Dashboard, Heat Map, Detector Concerns, Hot Spots and Compare • Advanced Operations including Signal Timing Optimization • Charts, Reports, and Alarms • System Maintenance • Troubleshooting Assumptions: • Trainings will be conducted at a City facility with real-time access to the installed system. • Each of the two trainings will be conducted over one 8-hour day during the normal business hours of the City. Deliverables: • Training Documentation & Manuals (electronic & hard copy). • Up to 8 hours of initial training. • Up to 8 hours of advanced training. • Hard copies (up to five (5) total) and an electronic copy of all training materials. 2.6 Task 6: System Documentation The Econolite Team will provide the City with a complete system documentation package that includes user/operator manuals. The documentation package will address all hardware and software provided for this project. The Econolite Team will submit all documentation for review and approval by the City. Deliverables: • System Documentation package (electronic copy). • System Documentation package (five [5] hard copies). 2.7 Task 7: System License, Warranty, and Support 2.7.1 Licenses Econolite Systems will provide the City with Contract and Service Level Agreement Documents that includes licenses required for the operation and maintenance of the City’s Centracs SPM platform. A sample of this document is included in the Section 8. Appendix of this proposal. 2.7.2 Warranty Upon completion of System Acceptance, the Econolite Team will provide a standard Centracs SPM warranty for the initial three (3) years of the project. The warranty covers any defects and bugs in the central system software and entitles the agency to free software updates, as well as regularly scheduled system health checks and unlimited technical support. Third party hardware and software warranties will be transferred to the City. Details of the warranty and support services are described in the following sections. 2.7.3 Technical Support The City’s first point of contact for technical support needs will be WP Signal, located in nearby San Leandro. The office phone number and email addresses, as well as the cellular phone numbers of their technical staff, will be provided to the City for 24x7 maintenance support needs related to Centracs SPM. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 11 WP Signal provides both the closest support facility and the largest number of technical support staff resources available—more than any other vendor in proximity to the City of South San Francisco. In addition, Econolite provides unlimited remote technical support via phone and Internet and, of course, our own local Fremont-based support hub and technical service team is also close by to answer any questions, solve virtually any problem, and provide assistance to help the City get the most productivity out of its new Centracs SPM system. Regular support is available during normal business hours, from 8am to 5pm. For emergencies, Econolite also has a toll-free 24x7 maintenance hotline that can log trouble tickets and generate appropriate responses after hours. For issues requiring a deeper level of technical support, the Econolite Team has a dedicated staff of maintenance and support professionals to supplement the local team. Our Centracs system support engineers provide a managed process that responds quickly to any customer questions and/or problems as they arise. Realizing that SPM is a cloud-based system, all software fixes and upgrades will be done remotely and immediately, without interruptions to the system. 2.7.4 Maintenance Agreement If the City opts to extend the initial three-year period to ten-years of ATSPM operation, Econolite Systems will provide our Premier Software Maintenance Agreement (SMA), for each additional year (4 – 10) of system support. A sample of this agreement has been included in Section 8. Appendix of this proposal. During this period, Econolite will provide the following support services: • Technical Support – Assist City staff with routine questions about the use, configuration, management, and troubleshooting of Centracs SPM. • Software Upgrades – Econolite will provide all released upgrades to the City. Software upgrades include those to address errors, defects, security flaws, etc. and those that provide enhancements, new features, new functions, etc. Centracs SPM will retain all system configuration, user configuration, and preferences when applying software upgrades. If requested by the City, Econolite will provide technical support to install software upgrades. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 12 3. Project Schedule We have provided a Gannt Chart project schedule (Figure 7) on the following page and have summarized key points and assumptions of the schedule below. The main factor in successfully completing system deployment within the proposed timeframe will be availability of the IP-based connectivity to the controllers and Data Translation Utility software from Fourth Dimension. All these tasks have been addressed in project schedule. • Our schedule is based on 5 months from Notice to Proceed to System Acceptance, subject to the availability of communications infrastructure and interfaces with D4/2070 ATC controllers described under the implementation steps in Section 1. Upon completion of the above steps, the site should be operational three months into the project to collect high-resolution data. • Notice to Proceed – July 27, 2020 • Kick-Off Meeting – August 3, 2020 • Meeting with the City’s PM and IT department to review project requirements, implementation steps, timeline, roles, and responsibilities. • Review of required the traffic network and intersection data to be provided by the City. This includes IP connectivity to all intersection controllers, intersection layout, detection system and lane/phase assignments, timing plans, and other network characteristics impacting system operations (Centracs SPM Signal Worksheet). • Customization of the Centracs SPM dashboard, metrics, heat map, hot spots, and detector concerns per the City’s preferences and thresholds. • Review of setup and configuration of cloud services and user accounts with the City’s IT group. • Deployment Preparation – Three (3) months, subject to the availability of all required infrastructure and system data. • Site Deployment – Go Live – December 1, 2020 • Training – Initial training complete the third week of November 2020 • System Acceptance – Complete the second week of January 2021 Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 13 Figure 7 - Project Schedule Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 14 4. Proposed Personnel 4.1 Project Organization Econolite has assembled an elite project team with the capability to meet and exceed the requirements of the City’s ATSPM System Project. The high-level project organization chart, shown in Figure 8, illustrates the overall project management and task level staffing. We have assigned sufficient resources to complete this project efficiently and effectively. A summary of all team members’ project roles and responsibilities, qualifications, and reference projects has been included in the following section. Full resumes for team members have also been included in Section 8. Appendix of our proposal. 4.2 Key Staff Bios Michael Villafuerte – Project Manager With seven years of experience, Econolite’s proposed Project Manager, Mr. Villafuerte is a Civil Engineer with demonstrated system integration, controller software and traffic signal knowledge. As an Engineer, he specializes in system deployment, controller applications, and field deployment. Mr. Villafuerte has expert knowledge in the installation and programming of traffic controllers and diagnosing controller software issues in the field. Brian Griggs – Senior Advisor Mr. Griggs has over fourteen years of software development experience, thirteen of which is within the transportation industry. During this time, Mr. Griggs has been a primary developer of the Centracs central system, developer of the icons system, and worked on numerous projects such as performance measures, traffic responsive, and reversible lane management systems. These products and features include a diverse range of technologies, including relational database systems, spatial databases, GIS mapping systems, n-tiered architectures, inner agency communications, application Figure 8 - Organization Chart Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 15 security, video processing, and Windows services. Mr. Griggs is also involved in multiple transportation- oriented research efforts and works with universities such as Purdue and the University of Colorado. He will serve as a Senior Advisor for the project. Mike McIntee – Senior Advisor Mr. McIntee is Econolite’s Director of Northwest Sales. He has over 22 years of experience in the development and deployment of networked systems solutions. For the past six years, he has been Econolite’s Director of Sales developing and deploying centralized control solutions across the West Coast and inclusive of the State of Hawaii. He has been involved in Centracs deployments for the County of Hawaii and the Hawaii DOT, Kauai District as well as numerous projects across Northern California. Mr. McIntee will serve as a Senior Advisor to the project, providing insight and advice relative to state of the art and future advanced traffic applications. Donald Shupp, President, WP Signal Mr. Shupp’s key role is to serve as a Senior Advisor for software and technical element needs. He is the founder and CEO of Western Pacific Signal. His background includes 25 years in the traffic signal control industry with experience in planning, training, and deployment of over 30 ATMS and ASCT systems. He has been an active part-time instructor since 2004 for the ITS Technology Transfer Program, U.C. Berkeley, Model 2070 Traffic Controller course. Mr.Shupp is a former Chair of the Arterial Operation Committee at the Metropolitan Transportation Commission (MTC). Donnie Smith – Implementation Mr. Smith has over 15 years of experience in systems support. He is a Microsoft Certified Systems Engineer (MCSE) and currently serves as a Sr. Systems Support Engineer responsible for training and warranty needs for various projects. Mr. Smith has been involved with the deployment of more than 100 Centracs projects throughout the U.S. and internationally. Tim Romashko – Installation, Configuration Mr. Romashko is a results-oriented traffic signal and ITS expert with over 30 years of experience in the traffic signal and ITS/ATMS industry. He excels at troubleshooting and problem-solving. Mr. Romashko has been sought out as a resource for new product development and field testing. He is an excellent communicator and training professional. His experience includes system integration, management, product development, field maintenance, and consulting roles. Mr. Romashko has been involved in several Centracs SPM deployments. He has been the main resource for development of intersection layouts, field verification of detection systems, as well as input to SPM, and training staff in the use of Centracs SPM. He will be leading the development of all intersection layouts for this project. Jameson Johnson – Implementation, Cloud Services Mr. Johnson is Econolite’s Systems Administrator and has six years of experience in software development, and 15 years in manufacturing. He has developed numerous software programs to support data analysis, inspection, and system integration. He currently has developed software applications to automate manual processes and create alerts and dashboards to signal potential issues. Mr. Johnson will be leading the Centracs SPM cloud services setup and configuration. Chris Studer – On-Going Support Lead Mr. Studer is a Senior Associate with Econolite Systems. In that role, he manages a team of Systems Support personnel for Centracs implementations. He is also responsible for developing customer Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 16 support programs tailored to meet the specific needs of Econolite’s end users. Mr. Studer created and manages Econolite’s Network Operations Center (NOC) with the goal of providing proactive customer support. His responsibilities also include tracking metrics to ensure the Systems Support Team is working optimally, accurately, and maintaining high levels of customer satisfaction. In addition, the NOC provides oversight of Centracs systems deployments, so that if alerts are identified, the Support Team is aware, and can begin troubleshooting any issues. Mr. Studer will serve as the Support Team lead for the project. Daniel Shupp, Technical Sales Manager, WP Signal Mr. Shupp serves as Technical Sales Manager for WP Signal. He provides technical and troubleshooting support services on traffic signal cabinets and serves as a troubleshooter and technical support liaison statewide. He has 6 years’ experience with 2070 controllers and cabinets. • Installation of over 200 NEMA, Type 170, and 2070 controllers and cabinet assemblies • IMSA Level II Traffic Signal Technician (Electronics) certification, 2001 • 6 years of experience with 2070 controllers and cabinet assemblies • NEMA and Caltrans cabinet build, preparation, customization, and signal turn-on experience • B.S. in Business Administration, CSU Stanislaus Pedro Lopez, Director of Network Services, WP Signal Mr. Lopez’ experience includes the following: • 6 years’ experience at WP Signal as Director of Network Engineering • 8 years’ experience as Network System Engineer, Actelis Networks, Fremont • Project Manager for several Managed Network System Upgrades • Cisco Certified Network Associate (CCNA) Education – Unitek College, 2000 • Microsoft Certified Systems Engineer (MCSE) – Unitek College, 1999 • Basic Network Fundamentals Program and A+ Certification – Institute for Business & Technology, 1998 Norman Bautista, Senior Field Services Technician, WP Signal Mr. Bautista provides technical and troubleshooting support services on NEMA and 332 traffic signal cabinets. His background includes: • AA, Electrician Apprentice, Wyotech, 2014 • IMSA Traffic Signal Field Technician Level II • Installation of over 100 NEMA, 2070 controllers and cabinet assemblies, 2015 – present • Axis CCTV Installation Certification Program, 2019 Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 17 4.3 Staffing Levels The following table summarizes the number of hours per person estimated to support the initial three years of the project, along with the percentage of total project hours and typical loaded billing rates. Staff/Role Estimated Project Hours Percentage of Involvement Loaded Rate Michael Villafuerte, Project Manager 40 14% $200 Brian Griggs, Senior Advisor 12 2% $250 Mike McIntee, Senior Advisor 12 2% $250 Donald Shupp, Senior Advisor 12 4% $150 Donnie Smith, Implementation 56 20% $150 Tim Romashko, Implementation, Training & Support 80 29% $150 Jameson Johnson, Implementation 56 20% $150 Chris Studer, Training & Support 24 9% $225 Daniel Shupp, Infrastructure Support TBD n/a $150 Pedro Lopez, Infrastructure Support TBD n/a $125 Norman Bautista, Infrastructure Support TBD n/a $100 Table 1 - Staffing List Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 18 5. Vendor Qualifications 5.1 Company Summary Econolite Systems, Inc. Western Pacific Signal, LLC Company Address and Telephone Number Corporate Office 1250 N. Tustin Avenue Anaheim, California 92807 714-630-3700 Corporate Office 15890 Foothill Boulevard San Leandro, California 94578 510-276-6400 Year Established Econolite 1933 Econolite Systems (formerly Aegis ITS) 2009 1997 Types of Services • Traffic Signal Systems • Integration & Deployment • Communications • Engineering • Software Development & System Delivery • Installation & System Integration • Maintenance & Operations • Traffic Signal Systems • Integration & Deployment • Communications • Inventory & Warranty Services • Traffic Signal Timing • System Delivery • Installation & System Integration • Maintenance & Operations Average Number of Staff 135 (Econolite Systems) 10 5.1.1 Econolite Econolite began in 1933, with a single product with a unique innovation, a stop sign with a flashing beacon that turned off during the daytime, extending bulb life and reducing power consumption. That product shared its name with the company, “ECONOLITE.” Econolite never stopped innovating and is now the largest, One-Stop-Shop provider of traffic control products and services in the ITS industry. Today, the Econolite family includes our product group, Econolite Control Products, Inc. and Econolite Canada, our services group, Econolite Systems, Inc., and world-class expertise in Connected and Automated Vehicles provided by CAVita. Together, the Econolite family employs approximately 800 people, worldwide. Econolite is headquartered in Anaheim, California, with offices throughout the US and Canada. Table 2 - Company Summary Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 19 Econolite Systems, Inc., was launched in 2009 to offer professional services in the same tradition of quality and customer support that Econolite brings to its products. Econolite Systems combines the industry-leading products of Econolite, with professional engineering and technical services tailored to each customer’s needs. Econolite Systems offers core competencies in the following areas: • Engineering. Econolite Systems offers engineering support to customers for systems engineering and design, communications design, and system optimization. Our staff of engineers work hand-in-hand with Econolite, and our customers, wherever engineering services are needed. • Software Development and System Delivery. Econolite Systems provides software development services for system and controller software customization. In addition to the industry-leading line of software products such as Centracs, Econolite Systems offers the ability to develop custom software and additional functionality for existing and new systems. • Installation and System Integration. Econolite Systems offers installation and integration as part of a one-stop-shop solution. This capability includes project management, device and communications installation, construction of supporting infrastructure, and system integration, bringing together all of the discrete components into a functional, effective system. • Maintenance and Operations – Econolite Systems also provides traffic signal, communications, and ITS maintenance services. We currently maintain over 10,000 ITS devices, with over 30 licensed electricians and technicians. 5.1.2 Western Pacific Signal WP Signal is a local Bay Area- based traffic signal systems integrator and signal control distributor. Since 1997, WP Signal has been dedicated to providing technical support, training, and on-site assistance for traffic signal system upgrades throughout Northern California. Their customer service and technical support team are well-trained in the practice of network design, coordinated signal controller timing operations, vehicle detection technology, and electrical cabinet troubleshooting. Figure 9 - The WP Signal Facility Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 20 WP Signal is headquartered in the East Bay City of San Leandro and maintains a full-time staff of 10 customer support professionals within minutes of South San Francisco. In the past 20 years, WP Signal has been involved in a large number of successful ATMS and adaptive signal system upgrade projects, specifically, over 25 central system upgrades and 12+ broadband network infrastructure projects. They maintain several on-call service contracts for on-site classroom training, troubleshooting, and signal system enhancement services throughout the Bay Area. WP Signal owns their 6,000 sq. ft warehouse and support center, which also includes a training classroom featuring a model traffic operations center (TOC) and video wall. 5.1.3 Company’s Customer Base Econolite has been deploying traffic management systems for well over thirty years. Econolite’s Centracs, the industry-leading ATMS software, has been adopted by numerous agencies in the United States. We are not aware of any other ATMS application with over 300 systems under contract, including licenses for over 55,000 intersections. Figure 10 shows current deployments of Centracs including Centracs ATMS, Centracs Adaptive, and Centracs SPM. Figure 10 - North American Centracs Installations Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 21 Listed below are some examples of Econolite’s recent Centracs SPM projects: Boca Rotan, FL Hoover, AL Phoenix, AZ Centennial, CO Irvine, CA Pinellas County, FL Concord, NC John's Creek, GA Sacramento County, CA Cranberry Township, PA Lambert Airport, MO Santa Clara, CA Edmonton, Canada Lloydminster, Canada Sharonville, OH Elkhart County, IN Madison, WI St. Albert, Canada Fairfield, OH Maryland SHA St. Lucie County, FL Folsom, CA Merrimack, NH Tampa, FL Fort Collins, CO Miami-Dade County, FL Toledo, OH Greenwood Village, CO Oahu, HI TXDOT Houston District Gulf Shores. AL Oakland County, MI Harris County, TX Ohio DOT 5.2 References Econolite has a proven track record of providing SPM cloud services similar in nature to what we propose for the City of South San Francisco. We bring our commitment to high quality work and increased efficiency on each project we undertake. Econolite’s current offering of Centracs SPM has been adopted by over 30 agencies nationwide. The following projects represent just a few examples of the Centracs SPM systems deployed within the past three years. We would encourage the County to contact these agencies to discuss their experience in working with Econolite. Sharonville, Ohio Centracs SPM Cloud Services Client Contact: Jim Lukas, 10900 Reading Road Sharonville, OH 45241 Phone and Email: 513.563.1144; jlukas@cityofsharonville.com Total Cost: $31,300 Econolite Systems provided Advanced Traffic Management System (ATMS) services to the City of Sharonville, Ohio. In August 2013, Centracs was installed on 50 intersections. The City also selected Centracs Adaptive to run on a small network of four intersections. In August 2018, Centracs SPM was deployed. The system is collecting data from five corridors for a total of 23 intersections. Table 3 - Centracs SPM Projects Econolite’s Centracs SPM was recently selected for IDEA grant implementations in San Rafael and Los Gatos. A Centracs SPM implementation is also proceeding in Fremont. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 22 Harris County, Texas, SPM and Adaptive Systems Client Contact: Rick Goodman, 1001 Preston, 7th Floor, Houston, TX 77002 Phone and Email: 713.274.3869; Rick.goodman@hcpid.org Total Cost: $2.3M Harris County is the unincorporated area within the Houston, TX metroplex and includes approximately 900 signalized intersections. In the past, the signalized intersection infrastructure made use of numerous vendors’ controllers and local software, with no centralized system for control. Econolite was retained to not only install a centralized system, but to also supply and install new local firmware and to provide a tool that assists with the maintenance of infrastructure. After a majority of the intersections are on-line, Econolite will install the Centracs Signal Performance Measurement (SPM) module that will allow Harris County to actively monitor signal performance and actively adjust intersection operating activities. The project includes installation of Econolite’s new local software (EOS) on approximately 800 existing model 2070 controllers from multiple manufacturers. As part of this project, Econolite is responsible for all testing, burn-in, and field installation. Additionally, Harris County will be updating its communications for those signals not already connected, through the use of cellular communications. As each signal is brought on-line, signal infrastructure inventory information is imported into Econolite’s Centracs Maintenance Management System (MMS) to track all assets deployed on the street. Both Centracs and MMS have been customized for Harris County’s use, based on a set of detailed project-specific requirements. As signals are updated with the EOS firmware, Econolite is connecting a total of 600 intersections to the Econolite Centracs SPM module for performance monitoring and enhanced operations. Under Phase 3, Econolite will also deploy Centracs Edaptive™ adaptive signal control at approximately 300 intersections. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 23 Johns Creek, Georgia ATMS Client Contact: Tom Udell, 11360 Lakefield Drive, Johns Creek, GA 30097 Phone and Email: 678.512.3259; tom.udell@johnscreekga.gov Total Cost: Phase I (2012) - $250,000; Phase 2 (2016-2017) $450,000 Econolite Systems provided Advanced Traffic Management System (ATMS) services to the City of Johns Creek. Part of Econolite services included the deployment of the Centracs system installation with 100 intersections for the City of Johns Creek. The initial integration included CCTV, adaptive control, and Centracs MOE module with a limited number of performance measures. In 2015, the City added TechPower UPS to all cabinets. In addition, the City upgraded all cabinets to 332 Hybrid and controllers to Cobalt. In 2018, the City became a testbed for Centracs SPM, which has been operating since then. The system is currently running on 9 corridors for a total of 63 signals. All features and enhancements to the Centracs SPM have been tested in real-world conditions in Johns Creek. The Pattern Optimizer, and recently Econolite Systems’ high-resolution data-based adaptive system (Edaptive), are also being field tested within the Centracs SPM network. As a result, the Centracs SPM system has been under numerous months of operation in a real-world environment. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 24 6. System Requirements Our completed requirements matrix is contained on the following pages. RequirementNumberRequirement Text Required Desired Compliance Remarks1The system shall use the high resolution (tenth of second) data enumerations detailed in Tables 4.1 to 4.9 in the document"Performance Measures for Traffic Signal Systems, An Outcome‐Oriented Approach" 2014Met1.1 The system shall use high resolution data enumerations from the controllers operating D4 softwarePartially MetEconolite is able to support controllers that conform the Purdue high‐resolution standard and offer a translation utility for conversion of proprietary data to the standard CSV format.1.2 The system shall use high resolution data enumerations from the controllers operating Kadence adaptive signal systemPartially MetEconolite is able to support controllers that conform the Purdue high‐resolution standard and offer a translation utility for conversion of proprietary data to the standard CSV format.2The system shall provide intersection‐level metrics for locations equipped with detection as listed below:2.1 Delay per vehicle approach/phaseMet2.2 Approach speedMet2.3 Volume per approach/phaseMet2.4 Number of arrivals on redMet2.5 Percent arrival on redMet2.6 Number of arrivals on greenMet2.7 Percent arrival on green (Purdue coordination diagram)Met2.8 Platoon ratioMet2.9 Bicycle volume per approach/phaseMet Subject to availability of such data to the system2.10 Pedestrian actuations per phaseMet2.11 Pedestrian delay per phaseMet2.12 Number of emergency vehicle preemption events per approachMet2.13 Duration of emergecy vehicle preemption events per approachMet2.14 Number of vehicles entering intersection on yellow indication per approachPartially MetArrivals on Green and Arrivals on Red are supported. Arrivals on Yellow can be added as well.2.15 Number of vehicles entering intersection on red indication per approachMet2.16 Phase split monitorMet2.17 Reason for phase termination (gap out, max out, force off)Met2.18 Detector red occupancy ratio during the first five seconds of red for that phase (ROR5)Met2.19 Coordination mode status/summaryMetPage 25 RequirementNumberRequirement Text Required Desired Compliance Remarks2.20 Queue length (based on detector input)Met2.21 Vehicle turn movement countsMetSubject to availability of such data from intersection detectors3 The system reports shall be in the following formats:3.1 GraphsMet3.2 TablesMet3.3 CSVMet3.4 XLSMet3.5 PDFMet3.6 MS WordPartially MetMS Word is on Centracs SPM 2020 Roadmap.4 The system shall provide real time (within 15 minutes) reports.Met5 The system shall provide historical reports.Partially MetAvailable for selected metrics.6 The system shall provide reports based on cycle by cycle dataMet For metrics associated with cycle length.7 The system shall provide reports based on user‐defined query for performance measure and time periodPartially MetAvailable for selected metrics.8 The system shall provide reports that compare current data to historical dataMet9 The system shall calculate average arrivals on green per intersection in networkMet9.1 The system shall calculate corridor average arrivals on greenMet10 The system shall calculate average arrivals on red per intersection in networkMet10.1 The system shall calculate corridor average arrivals on redMet11 The system shall calculate average delay per intersection.Met12 The system shall calculate a split failure count per interection in networkMet13 The system shall develop automated reports for user‐defined measuresMet14 The system shall develop automated reports for user‐defined time periodPartially MetAvailable for selected metrics.15The system shall generate point‐to‐point travel time calculations (within 15 minutes of capture) between intersectionsequipped with necessary detectionPartially MetSubject to avaialbility of Travel Time data from External systems16 The system shall compare current travel time to historical travel time at that time of dayPartially MetSubject to avaialbility of Travel Time data from External systemsPage 26 RequirementNumberRequirement Text Required Desired Compliance Remarks17The system shall provide reports on historic and real time alerts with alert time, alert notification, and alert resolution.Partially MetAlerts for user‐selected metrics are supported. Alert resolution on the Raodmap for Q3 2020.18The system shall highlight individual intersections that have experienced communication failures over a user specified date.Met19 The system shall send alerts via text and email based on the following triggers:19.1 No communications to controllerMetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.2 When controller is in Flash modeMetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.3 Detector actuations (user‐defined)MetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.4 Phase max out (user‐defined)MetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.5 Approach delay (user‐defined)MetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.6 Queue length (based on detector input)MetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.19.7 Any input/output user configured as an alertMetOn Centracs SPM 2020 Roadmap ‐ will support user defined pushed email and SMS alerts for selected metrics and performance thresholds.20 The system shall report the status of the communications linkMet21 The system shall report the health of the detectors based on:21.1 User‐defined activity (too many actuations)MetCentracs SPM provides a list of concerned detectors with various types of types of anomolies.21.2 User‐defined inactivity (too few actuations)MetCentracs SPM provides a list of concerned detectors with various types of types of anomolies.22 The user interface shall consist of a front page dashboard customizable by userMetPage 27 RequirementNumberRequirement Text Required Desired Compliance Remarks23 The system shall show metrics in the form of a heat map for quick identification of issues.Met24 The system shall allow multiple saved views per userPartially MetCan be supported per discussion with the City and type of the views (e.g., heat map, performance indicies, detector concerns, etc.)25 The system shall provide a map‐based interfaceMet26 The system shall allow the user to zoom and pan the map viewMet27 The system shall interface with GIS and provide ability to customize map.Partially MetCustomizable by Econolite28 The system shall provide ability to search for specific intersection from the map and from a list.Met29 The system shall provide a minimum 20 concurrent logins for authenticated users.Met30 The system shall be fully accessible via the following:30.1 Windows‐based desktop or laptopMet30.2 Mac‐based desktop or laptopMet30.3 Tablet using Apple IOS, Google Android or Windows for mobile devicesMet30.4 Mobile phone using Apple IOS, Google Android or Windows for mobile devicesMet30.5 Chrome web browserMet30.6 Internet Explorer/Edge web browserMet30.7 Safari web browserMet30.8 VPNMet31 The system shall not interfere with existing central signal system and local controllers.Met32 The system shall accommodate a minimum 50 intersections.Met33 The system shall provide access to high resolution traffic data for a period of three years.Met34 The system shall provide access to logs, alarms and reports for a period of at least three years.Met35 The system shall archive all traffic data after three years.Met36 The system shall work within the South San Francisco's firewall and abide by cyber security requirementsMet37 The system shall support authentication of individual users via user names and passwordsMet38 The system shall provide varied levels of data access and analytic functionality based on user typePartially MetBased on discussion with the City to define customized user groups.Page 28 Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 29 7. Cost Proposal Item Description Quantity Unit Unit Price Extended Price 1 Project Management 1 LS 6,175$ 6,175$ 2 Furnish and Install ATSPM System 33 EA 383$ 12,639$ 3 Configuration, Integration, and Deployment 33 EA 762$ 25,146$ 4 System Testing and Acceptance 1 LS 6,734$ 6,734$ 5 Training and Training Documentation 1 LS 6,794$ 6,794$ 6 ATSPM System Documentation 1 LS -$ -$ 7 System License, Warranty, and Support (Years 1-3)1 LS 32,522$ 32,522$ 90,010$ Item Description Quantity Unit Unit Price Extended Price 8 System License, Warranty, and Support (Year 4)1 LS 12,045$ 12,045$ 9 System License, Warranty, and Support (Year 5)1 LS 12,045$ 12,045$ 10 System License, Warranty, and Support (Year 6)1 LS 12,045$ 12,045$ 11 System License, Warranty, and Support (Year 7)1 LS 12,045$ 12,045$ 12 System License, Warranty, and Support (Year 8)1 LS 12,045$ 12,045$ 13 System License, Warranty, and Support (Year 9)1 LS 12,045$ 12,045$ 14 System License, Warranty, and Support (Year 10)1 LS 12,045$ 12,045$ 84,315$ 174,325$ Bid Items 1-14 Total Future Expansion Initial Project Subtotal Subtotal Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 30 8. Litigation Econolite Systems has not been involved with any litigation in connection with prior ATSPM projects. Automated Traffic Signal Performance Measures (ATSPM) Request for Proposal (RFP) City of South San Francisco 31 9. Appendix We have included the project team’s resumes, a sample software maintenance agreement, and sample cloud services agreement on the following pages. Michael Villafuerte, EIT Senior Engineer Education: Bachelor of Science, Civil Engineering, San Diego State University Professional Registrations: Engineer-in-Training Years of Experience: 7 years Location: Anaheim, California Summary of Capabilities: With seven years of experience, Michael Villafuerte is a Civil Engineer with demonstrated System Integration, ASC/3 Software and traffic signal knowledge. As an Engineer, he specializes in system deployment, controller applications, and field deployment. Michael has expert knowledge in the installation and programming of traffic controllers and diagnosing ASC/3 Software issues in the field. TECHNICAL CAPABILITIES • ITS Engineer • ATMS and ITS Systems • Traffic Engineering and Traffic Safety • ASC/3 Traffic Controllers and Software RELEVANT PROFESSIONAL EXPERIENCE Mr. Villafuerte gained ITS experience by working with ASC/3 traffic controllers and systems integration. Michael has expert knowledge in the installation and programming of traffic controllers and diagnosing ASC/3 Software issues in the field. Mr. Villafuerte’s experience includes the following projects: City of Rancho Cordova, CA, ITS Engineer responsible for Centracs Integration and Server-to-Server Integration with Sacramento County Centracs System. Additional responsibilities include: • Installation and setup Centracs 2.0 for the City of Rancho Cordova. • Upgrading Sacramento County Centracs to 2.0. • Implementation of Server-to-Server between the City of Rancho Cordova and Sacramento County. Caltrans District 12, Orange County Toll Roads, CA. ITS Engineer responsible for the testing and implementation of new ITS equipment along Orange County Toll Roads. Additional responsibilities include: • Upgrading existing Cisco Hub Switches and roadside cabinet switches. • Creating switch configurations for new equipment. • Diagnosing network issues in the field. REFERENCES Casey Powell City of Tulsa 4015 North Harvard Ave. Tulsa, OK 74115 918-591-4289 CPowell@cityoftulsa.org Doug Maas Sacramento County DOT 4100 Traffic Way Sacramento, CA 95827 916-875-5545 Maasd@saccounty.net Jim Peters County of Hawaii 108 Railroad Ave. Hilo, HI 96720 808-365-3771 James.Peters@hawaiicounty.gov Michael Villafuerte (Continued) City of Tulsa, OK. Project Manager/ITS Engineer responsible for Database Conversions to Cobalt Controllers and Centracs Integration. Additional responsibilities include: • Converting 170 controller databases to Cobalt controllers. • Creating intersection graphics in Centracs for the City of Tulsa. • Conducting Cobalt controller and Centracs training for traffic technicians. City of Palm Springs, CA. ITS Engineer responsible for testing communications and Upgrading Firmware of ITS equipment in Palm Springs. Additional responsibilities include: • Upgrading radio firmware and programming switches for the City. • Diagnosing network issues in the field and replacing switches. • Updating radio firmware, where needed. Brian Griggs Associate Vice President, Systems Education: M.S., Civil Engineering, Transportation, University of Colorado, Denver, 2011 B.S., Computer Science, University of Colorado, Colorado Springs, 2006 Years of Experience: 14 years Location: Colorado Springs, Colorado Summary of Capabilities: Mr. Griggs has over 14 years of software development experience, 13 of which has been within the transportation industry. During this time, Brian has managed multiple teams delivering products and solutions; primary developer of the Centracs central system; developer of the icons system; and has worked on numerous projects, such as performance measures, route priority, traffic responsive, and reversible lane management systems. These products and features include a diverse range of technologies including n-tier database systems, spatial databases, n-tiered architectures, application security, video processing, and Windows services. Brian is also involved in multiple transportation-oriented research efforts. TECHNICAL CAPABILITIES •Technologies C#, .Net, .Net Core 2.1, Rest, SOAP, C++, SQL Server, Data Warehouse, Azure Cloud, AWS Cloud, Hyper-converged infrastructure, Windows Clustering, Angular 6, NPM, ASP MVC, WPF, WCF RELEVANT PROFESSIONAL EXPERIENCE Mr. Griggs’ experience with Econolite Systems, Inc., includes the following: Econolite Products, Inc., Colorado Springs, CO. Software Engineer. Mr. Griggs was primarily involved with the research and development of new products of features for central systems and traffic controllers. He was previously a lead programmer on the development of the Centracs central system product, and heavily involved in sustaining development in the icons product line. Mr. Griggs’ experience with other firms includes the following projects: EMC2, Colorado Springs, CO. Consultant. Mr. Griggs worked on software development based around Microsoft Office SharePoint Server and Windows SharePoint Services 2007. His work made use of several Microsoft technologies including .NET 1.1-2.0, SQL Server 2000-2005, ASP.NET, Webparts, Workflows, Active Directory and LDAP. Internosis, Colorado Springs, CO. Software Developer. Mr. Griggs worked on software development based around Microsoft SharePoint Server 2003. His work made use of several Microsoft technologies including .NET 1.1, ASP.NET, SQL Server 2000, Windows Server 2003. Mike McIntee Director, Northwest Sales Education: MBA (2001), University of California, Davis Graduate School of Management BS Mechanical Engineering (1991), United States Military Academy, West Point NY Years of Experience: 22 years Location: Sacramento, CA Summary of Capabilities: Mr. McIntee has over 22 years of experience in the development and deployment of networked systems solutions. For the last six years, he has been Econolite’s Director of Sales developing and deploying centralized control solutions across the West Coast and inclusive of the State of Hawaii. TECHNICAL CAPABILITIES • Application Development: Sacramento County Center-to-Center • Project Management: County of Hawaii • Team Leadership: City of San Rafael Signal Performance Measures Project • Software: Centracs, CCTV, Networking, Systems, Software County of Hawaii; HDOT Kauai RELEVANT PROFESSIONAL EXPERIENCE • Econolite Systems, Inc., Anaheim, California. Director responsible for the development and implementation of Econolite solutions in the Northwest Region, inclusive of Northern California, the Pacific Northwest, and Hawaii. Mr. McIntee’s experience with Econolite includes the following: County of Hawaii: Development, design, and deployment of a modern ATMS (Centracs 2.0), including communications network and ATC controllers. HDOT Kauai: Development and deployment of a modern ATMS, including cellular communications, ATC controllers, and detection technologies. Donnie Smith Training and Warranty Education: Microsoft Certified Systems Engineer (MCSE), University of Phoenix, Colorado Springs, CO. Graduated GPA of 3.96 on a 4.0 scale. Professional Certifications: Microsoft Certified Professional (MCP) CompTIA A+ Certification Professional Affiliations: Veteran of the U.S. Air Force Years of Experience: 15 Location: Colorado Springs, CO Summary of Capabilities: Donnie Smith has over 15 years of experience in systems support. He is a Systems Support Technician and Manager for Econolite, responsible for training and warranty needs for various projects. Donnie has been involved with the deployment of more than 60 Centracs project throughout the United States and Internationally. TECHNICAL CAPABILITIES • Microsoft Certified Systems Engineer (MCSE) • Communications Systems Specialist • Cabling, Systems Implementation, and Maintenance • Deployment of more than 60 Centracs projects RELEVANT PROFESSIONAL EXPERIENCE Mr. Smith is a Microsoft Certified Systems Engineer (MCSE), an experienced systems support technician, and a manager for Econolite. Mr. Smith is responsible for training and warranty needs on various projects. Donnie has been with Econolite for over nine years and has been involved with the deployment of more than 60 Centracs projects throughout North America and Internationally. Prior Experience with Other Agencies: Mr. Smith is a veteran of the U.S. Air Force, where he was a communications systems specialist responsible for the cabling, systems implementation, and maintenance at the North American Aerospace Defense Command (NORAD). He was responsible for the following: • Responsible for bench stock • Ran cabling for the CSSR replacement system • Performed preventive maintenance on the mountain systems Tim Romashko Senior Systems Engineer Education: A.S., Computer Systems, Northwest Electronics Institute, Minneapolis, MN A.S., Law Enforcement, Normandale Community College, Minneapolis, MN Professional Certifications: IMSA Certified Level I, Level II Bench Certification, and Level III Traffic Signal Technician; ITE TSOS Certification Years of Experience: 35 years Summary of Capabilities: Mr. Romashko is a results-oriented traffic signal and ITS expert with over 35 years of experience in the traffic signal and ITS/ATMS industry. He excels at trouble shooting and problem solving. Mr. Romashko has been sought out as a resource for new product development and field- testing. He is an excellent communicator and training professional. His experience includes management, product development, field maintenance and consulting roles. TECHNICAL CAPABILITIES • Controllers Econolite, Eagle, McCain, Transyt, Traconex, and Safetran • Installation Installation of 50 FiOS drop points and 13 4G wireless modems, installation of 154 2.4/5.8 GHz radios, and 77 wireless paths from 63 locations • Networks RuggedComm, GarrettComm, Moxa, Cohu, and Pelco • Expertise ITS technology assessment, field design surveys, traffic signal controllers and cabinet installation, troubleshooting, planning, installing, upgrading, and maintaining ITS systems and all associated devices RELEVANT PROFESSIONAL EXPERIENCE Mr. Romashko’s experience with Econolite Systems, Inc., includes the following projects: Econolite Systems, Atlanta, GA. Sr. Systems Engineer. Econolite Systems is the services arm of Econolite Control Products. Econolite Systems installs and maintains traffic control systems. Mr. Romashko is responsible for the following: • Customer support, new system configuration and training on all systems Aegis installs or maintains for our customers. • Mentors junior field technicians in the Eastern Region • Works with Engineering on new and existing product development, primarily software evaluation and enhancement Tim Romashko (Continued) Route Priority Project, City of Charlotte, NC, Lead Technician for this project where they upgraded 832 ITS signals to EOS Firmware and added Route Priority for Fire vehicles and busses to Centracs through Center-to-Center connection. Richmond Traffic Signal Control System Project, City of Richmond, Department of Procurement Services, VA. ITS Signal Technician for this project that deployed a Centracs ATMS based at the City’s Traffic Operations Center (TOC), along with 350 ASC/3 controllers to form the traffic management system. In the field, the project included the installation and integration of a fiber/wireless communication network including IP radios, switches, cable interfaces, and network management software. Econolite Control Products, Anaheim, CA, Eastern Region Technical Support Manager responsible for customer support and training on all product lines including controllers, signal cabinets, central control systems and Autoscope video detection. He also worked with Engineering on new and existing product development, primarily software evaluation and enhancement. Mr. Romashko’s experience with other firms includes the following project: URS Corporation/AECOM, Atlanta, GA ITS Signal Technician for the City of Atlanta, providing traffic signal and systems maintenance for over 140 corridors. He developed installation procedures and instructions for traffic signal cabinet modifications on the RTOP corridors and assisted corridor managers with programming, wiring, and operational issues. He started an unmanned Aerial Vehicle group for the use of UAV’s. Serco Inc., Atlanta, GA, Network Operations Center Manager where he managed the ITS maintenance technical operation for the Georgia Department of Transportation in Metro Atlanta. He supervised the Network Operations Center staff that tracks equipment outages, troubleshoots devices over the wire, and issues work orders to field maintenance crews. Jameson Johnson Systems Administrator, Systems Support Education: B.S., Software Engineering, Utah Valley University, Orem, 2019 A.S., Computer Science, Utah Valley University, Orem, 2015 Years of Experience: 6 years Location: Colorado Springs, Colorado Summary of Capabilities: Mr. Johnson has over 6 years of software development experience, and 15 years of experience in manufacturing at BD Medical working with fully automated equipment. With Econolite Jameson has developed software to automate manual processes and created alerts and dashboards to help notify support of potential issues that need to be resolved. At his previous employer Jameson has developed numerous software programs to support his department projects, such as equipment integration, inspection programs to improve inspection time and stability, PLC programming improvements and development, data analysis programs, and smart vision development. TECHNICAL CAPABILITIES • Technologies Microsoft technologies including ASP.NET, Workflows, and Windows Server. • Programming C# .Net, C++, Java, Python, JavaScript, HTML 5, CSS, VBA, PLC Allen Bradly, and SQL • Design Principles SOLID Design Principles RELEVANT PROFESSIONAL EXPERIENCE BD Medical, Sandy, UT. Engineering Technician. Mr. Johnson has integrated new equipment on fully automated equipment. Provided programming and technical support. Develop needed software for quality improvements. Create vision system programming and integration. BD Medical, Sandy, UT. Training Coordinator. Mr. Johnson managed training curriculums for a manufacturing department. Developed training materials plant wide. Updated and created standard operating procedures. BD Medical, Sandy, UT. Senior Electrical Mechanic. Mr. Johnson provided technical support and maintenance on high speed equipment. Electrical installation on high voltage electrical cabinets. Precision alignments on equipment tooling. Chris Studer Systems Support Manager Education: B.A., Economics, University of Colorado, Boulder, CO, 1995 Location: Colorado Springs, CO Years of Experience: 18 years Summary of Capabilities: Mr. Studer began his ITS experience with AECOM in 2001 as a Project Manager. His project management duties included preparing cost estimates, developing operations and maintenance plans, developing QA/QC plans including testing, preparing reports and graphics, and acceptance testing for software, hardware, and completed systems. Throughout his tenure at Econolite, a vast majority of Mr. Studer’s has been focused on enhancing the customers with the Econolite Product Line and ensuring customer satisfaction. RELEVANT PROFESSIONAL EXPERIENCE Mr. Studer’s experience with Econolite Systems, Inc., includes the following projects: Systems Support, Colorado Springs, CO., Senior Associate responsible for Managing a team of Systems Support personnel that support project deliverables. He develops customer support programs to ensure the satisfaction of the product end-users and manages a Network Operations Center that maintain over 300 central systems. He also tracks metrics to ensure the Systems Support team is working optimally and accurately and Helps maintain customer satisfaction to ensure customer retention. Econolite Control Products, Colorado Springs, CO., Director in charge of Developing and maintaining programs to ensure customer satisfaction. He Implemented and tracked performance metrics for the engineering teams consistent with corporate goals and culture of continuous improvement. He also Managed escalations within Econolite’s problem reporting and sustaining engineering responsibilities while maintaining close liaison with all Econolite’s sales and distributor personnel. Software Quality Assurance, Colorado Springs, CO, Manager responsible for Developing, implementing, and coordinating product quality assurance program to prevent and/ or eliminate defects in new or existing software products. He also Managed a team of employees in the Quality Assurance Department. Mr. Studer’s experience with other firms includes the following: AECOM SIG, Colorado Springs, CO, Senior Project Manager in charge of preparing cost estimates, developing operations and maintenance plans, developing QA/QC plans including testing, preparing reports and graphics, and acceptance testing for software, hardware, and completed systems. Software Maintenance Agreement This Agreement is for Centracs software maintenance to be provided by Econolite Systems, Inc. (hereafter referred to as “Econolite”) to the City of XX, XX (hereafter referred to as “Agency”) as follows: P RODUCTS COVERED This Agreement covers systems maintenance support of the base Centracs system software licensed to Agency [List licensed items, e.g. 25 Centracs Licenses, Centracs LE, etc.]. This Agreement does not cover third party commercial off the shelf (COTS) software (even if that software is required for correct system operation), system hardware, communications equipment, or field equipment and software unless that software falls under the base Centracs system software license Agreement. P ERIOD OF COVERAGE This coverage is valid for one (1) year from the commencement date of this Agreement. This Agreement shall automatically renew at the end of each term for a successive one (1) year term unless either Party gives written notice of its intention not to renew sixty (60) days prior to the expiration of the current term. COVERAGE Econolite provides two options for continued software support and annual upgrades: BASIC– Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Proactive System Health Monitoring. A third-party application is used to collect Centracs software log data that can be reviewed to identify anomalous system behavior. • Standard Technical Support. Technical support of system software via telephone, email or remote access provided by the Agency. PREMIER – Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Enhanced System Health Monitoring. A third-party application is used to collect data from the Centracs Software, the Centracs Database, the Centracs System Servers and the Centracs System Network that can be reviewed to identify anomalous system behavior. • Backup protection of system configuration. A third-party application is used to create and maintain a secure backup of your Centracs database configuration offsite to protect your data from a catastrophic failure. • Priority Technical Support. Elevated prioritization of tickets. Technical support of system software via telephone, email or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. TECHNICAL SUPPORT Technical support and service from Econolite shall be provided by remote access provided by the Agency unless on- site support is requested by Agency or Econolite deems necessary. In the event on-site support is provided, Econolite, at its option, may invoice for time, travel and lodging as identified in the provisions below. TECHNICAL SUPPORT HOURS OF OPERATION: 8:00am to 5:00pm (Mountain Time) / Monday – Friday except for holidays recognized by Econolite. Support requests received outside normal hours of operation are generally responded to within twenty-four (24) hours. TECHNICAL SUPPORT CONTACT INFORMATION: Local Account Manager or, Phone: 714.630.3700 or 800.225.6480 or, Online at www.econolite.com PROVISIONS 1. Payment for services under this Agreement is due within thirty (30) days of Agency’s receipt of proper invoice. 2. Annual pricing is subject to change. Econolite will provide Agency with a quote indicating annual pricing, including any discount for Agency’s prompt agreement to renew, prior to the end of the renewal term. 3. Agency shall maintain internet access, or VPN (Virtual Private Network) connection for remote access to the system by Econolite. Econolite will provide support services by means of remote access. Such means may include, without limitation, remote access to Agency computer(s), remote telephone consultations, and the provision of written documentation and other materials to Agency, by mail or electronic means. Response time for requests for remote support shall be kept under twenty-four (24) hours. 4. Agency acknowledges that it must grant access to Econolite in order for Econolite to install a third-party application to collect data that can be used by Econolite to monitor the performance of Centracs and related hardware components and to provide backup protection. Econolite shall install the application upon Agency’s grant of access. 5. In the event Econolite deems Agency’s hardware, operating system, or other third-party software insufficient for installation of an Upgrade Release, Agency shall be responsible for the cost and installation of any new hardware or software as may be required 6. In the event Econolite identifies a fault or failure in software or hardware not covered under this Agreement, which affects the operation of the ATMS, then Agency agrees to take prompt action to correct such faults and failures. Upon correction of said failures, Econolite shall ensure that the ATMS is restored and operational within five (5) working days. 7. In the event Econolite identifies a fault or failure in Centracs system software covered under this Agreement, which affects the operation of the ATMS, Econolite shall ensure that the system is restored and operational within five (5) working days. If the failure is due to third party hardware or software provided by Econolite, Econolite will ensure that the system is restored within five (5) days of the third party replacing or repairing the items which they supplied. 8. This Agreement may be voided at the option of Econolite if Agency modifies any part of the ATMS Centracs system software where source code has been provided. Econolite will determine, in its discretion, if these modifications impede the ability to provide continued support and system upgrades. 9. A software upgrade may require hardware and third-party COTS software (e.g. operating systems, database servers, drivers, etc.) upgrades to ensure the performance and functionality of the system. Econolite will provide details of minimum system requirements and the system will be upgraded at Agency’s cost to meet or exceed these requirements at least one week prior to the base ATMS software upgrade. 10. An upgrade may not support all the functionality of the previous version of the ATMS. Prior to the upgrade, Econolite will provide Agency with release notes for the new product that describes new and modified functionality. It is not anticipated that any core functionality will be lost, however support for obsolete field devices may not be included in future system upgrades. 11. There shall be no third-party applications loaded onto any server, workstation or laptop accessing or forming part of the ATMS which interfere with the operation or installation of the ATMS Centracs system software. In the event that a third-party software does affect the operation or installation of the ATMS Centracs system software, the Agency shall be required to uninstall the third-party software. 12. This Agreement specifically excludes damage to the ATMS caused by the following: accident, unusual physical, electrical, electromechanical stress, neglect, misuse, failure of electric power, environmental conditions, transportation, or operating with operating systems, media or other software programs or use with hardware not approved by Econolite. 13. Econolite is not responsible for obsolescence of the ATMS that may result from changes in Agency computer or informational needs requirements or from changes in Agency’s operational hardware or software programs. 14. Econolite shall maintain all ownership rights in any enhanced Centracs software developed and provided by Econolite to Agency under this Agreement. Econolite shall license such enhanced Centracs software for use by Agency pursuant to the terms and conditions of the base Centracs system software licensed to Agency. 15. Econolite warrants the ATMS will perform as defined in the published product specification provided that: (a) the ATMS is used only with the hardware approved by Econolite and in accordance with Econolite’s documentation and use instructions; (b) the hardware is in good operating condition at all times and is installed in a suitable operating environment and is regularly maintained in accordance with the user documentation provided by Econolite or the manufacturer; (c) any error or defect in the ATMS is not caused by Agency, its employees, agents, contractors, or any third party. 16. The third-party application(s) used to a secure offsite backups of the core Centracs database configuration and to collect data to monitor the performance of Centracs and related hardware components is provided “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OR TRADE. ECONOLITE’S MAXIMUM LIABILITY UNDER ANY LEGAL THEORY, INCLUDING BREACH OF WARRANTY, TORT, OR OTHERWISE, RELATED TO THE INSTALLATION AND USE OF THE THIRD-PARTY APPLICATION SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY AGENCY TO ECONOLITE UNDER THIS AGREEMENT. 17. Major system upgrades that include new features and functions also include new ATMS user manuals. New documentation is not generated for minor system upgrades to correct errors. 18. Any lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in the State of California. 19. This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of Agency and Econolite. 20. No supplement, modification or amendment of this Agreement or waiver of the provisions thereof shall be binding unless executed in writing by Agency and Econolite. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 21. In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Agreement or in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to its attorneys' fees and other costs reasonably incurred in such action or proceeding. 22. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 23. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. 24. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. 25. Should any obligation of either party hereunder (except with respect to timely payment of invoices) be delayed by events beyond such party’s control, including but not limited to, natural or man-made disasters, strikes, government actions or regulations, failure of a third party to comply or conform or inability to obtain labor or materials through its regular sources, that party’s time for performance shall be extended by the period of delay upon approval by Agency. 26. Any provision which by its nature shall survive the expiration, cancellation or early termination of this Agreement shall survive the expiration, cancellation or early termination of this Agreement. PRICE Basic $XX,XXX.XX for 1 Year Premier $XX,XXX.XX for 1 Year *Prices do not include sales tax Please initial the selected coverage above. Signatures below indicate contractual Agreement with the terms and conditions herein. Coverage Effective: [START DATE] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ____________, 2019. [AGENCY NAME]: Signature Print Title ECONOLITE SYSTEMS, INC.: Signature Print Title Software Maintenance Levels & Benefits Basic– Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Proactive System Health Monitoring. A third-party application is used to collect Centracs software log data that can be reviewed to identify anomalous system behavior. • Standard Technical Support. Technical support of system software via telephone, email or remote access provided by the Agency. Premier – Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Enhanced System Health Monitoring. A third-party application is used to collect data from the Centracs Software, the Centracs Database, the Centracs System Servers and the Centracs System Network that can be reviewed to identify anomalous system behavior. • Priority Support. Technical support of system software via telephone, email or remote access provided by the Agency. • Backup protection of system configuration. Econolite will create and maintain a secure backup of your Centracs database configuration offsite to protect your data from a catastrophic failure. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. 12/2019 CENTRACS® SPM CLOUD SERVICES AGREEMENT THIS CENTRACS® SPM CLOUD SERVICES AGREEMENT (this “Agreement”) is made and entered into by and between the <AGENCY NAME> with its principal address at <AGENCY ADDRESS>, (hereinafter referred to as “Agency”), and Econolite Systems, Inc., a California corporation located at 1250 North Tustin Avenue, Anaheim, California 92807 (hereinafter referred to as “Econolite”). RECITALS A. Econolite, and its affiliated companies, manufacture, develop and supply traffic control equipment and advanced traffic management systems. B. Econolite has developed proprietary software systems, including the Internet hosted Signal Performance Measures (SPM) traffic data collection and analytics product trademarked as Centracs® SPM for use either as a module of the Centracs® Advanced Transportation Management System or as a standalone software service. C. Agency desires remote access to Econolite’s Centracs® SPM in order to obtain signal performance data and analytics from certain of Agency’s traffic controllers on a subscription basis. 1. DEFINITIONS. The following terms shall have the following meanings whenever used in this Agreement. 1.1 Agency Data means high resolution data created on Agency’s traffic controllers in electronic data file form. Agency Data does not include any System proprietary data sets or derivative data sets. 1.2 System means Econolite’s Centracs® SPM service as described in the Centracs® SPM Traffic Data Analytics, Software and System Specifications attached as Exhibit A, and any subsequent modifications thereto posted from time to time at www.Econolite.com. 1.3 SLA means Econolite’s Service Level Agreement with Agency, attached as Exhibit B. 1.4 User means any individual who uses the System on Agency’s behalf or through Agency’s account or passwords, whether authorized by Agency or not. 2. THE SYSTEM. 2.1 Term. 2.1.1 Subscription Term. Agency may access and use the System for the time set forth in Exhibit C (the “ Subscription Term”). 2.1.2 Renewal Term. Upon expiration of the Subscription Term, Agency’s access and use of the System will renew for successive periods as set forth in Exhibit C (the “Renewal Term”) unless either party refuses such renewal by written notice of thirty (30) or more days before the renewal date. Renewal Term pricing is subject to change 12/2019 2.2 Scope of Use. Agency may use the System during the Subscription Term and any Renewal Term for the number of controllers set forth in Exhibit C. Econolite retains all right, title, and interest in and to the System, including, without limitation, all software used to provide the System and all of its logos and trademarks reproduced through the System. This Agreement does not grant Agency any intellectual property rights in the System or any of its components. 2.3 System Subscription Fee. Agency shall pay Econolite the annual subscription fee as set forth in Exhibit C (“Subscription Fee”). Econolite shall submit invoices to Agency for the Subscription Fee in accordance with Exhibit C. All invoices will be due and payable within thirty (30) days of Econolite’s transmission of the invoice. Subscription Fees are non-refundable and non-cancelable except as expressly provided in this Agreement. 2.4 System Set Up Fee. Econolite shall submit an invoice to Agency for System Set Up fees as set forth in Exhibit C. 2.5 Service Levels. Econolite shall deliver the performance metric of service and provide the listed remedies for any failure of the System as set forth in the SLA. Agency acknowledges and agrees that the methods available for resolution of any failure of the System are limited to the specified services listed in the SLA, and that Econolite has no obligation to provide any other remedy. 2.6 Documentation. Agency may reproduce and use any provided documentation solely as necessary to support Agency’s use of the System. 2.7 Software Updates. Econolite will provide software updates as needed to the System during the Subscription Term and any Renewal Term. The Subscription Fee does not automatically include the right to receive upgrades, reissues or new product releases by Econolite for the System. Econolite in its own discretion will determine whether and on what term s any upgrade, reissue or new product release is made available to existing subscriptions. At Econolite’s sole discretion, some new enhancements may be included in the software updates, and some new functionality may only be available as separately licensed modules. Any software updates or new features provided by Econolite will become part of the proprietary software System and will be subject to the provisions of this Agreement. 3. AGENCY DATA & PRIVACY. 3.1 Agency’s Data Rights. Agency shall retain ownership and associated rights of all Agency Data subject to Econolite’s right to use as set forth in Section 3.2. Within ninety (90) days of a written request from Agency, Econolite shall purge Agency Data from the System or make available stored Agency Data to Agency, provided that Agency supplies the necessary data storage capability and submits payment covering the reasonable costs associated with the data transfer. Unless Agency requests a data transfer within seven (7) days of termination of any Term of this Agreement, and complies with the data transfer requirements, Econolite may purge all Agency Data from the System. 3.2 Econolite’s Use of Agency Data. At all times, Econolite shall have the right to store, process, and analyze Agency Data as required by the functionality of the System. Aggregate, intermediate, derived, and distilled data resulting from the processing and analysis of Agency Data, or other non-Agency Data that is stored in the System, is the property of Econolite. In addition, Econolite, in its sole discretion, may use, reproduce, sell, publicize, or otherwise exploit 12/2019 Aggregate and Anonymized Agency Data. For purposes of this Agreement, Aggregate and Anonymized Agency Data refers to Agency Data with the name and address of Agency and any of its authorized Users removed. Econolite shall have the right to grant access to Agency Data to subcontractors and affiliates, as necessary, to facilitate the System. In furtherance of Econolite’s commitment to the advancement of future System-based technologies and the betterment of the nation’s traffic management planning, Econolite shall have the right access, process and use Agency Data for research or commercial purposes. Econolite may disclose Agency Data as required by applicable law or by proper legal or governmental authority. Econolite shall give Agency prompt notice of any such legal or governmental demand and reasonably cooperate with Agency, at Agency’s expense, in any effort to seek a protective order or otherwise to contest such required disclosure. 3.3 Risk of Exposure. Agency acknowledges and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that Agency assumes such risks in accessing and using the System. While Econolite will make every reasonable effort to protect Agency Data, Econolite offers no representation, warranty, or guarantee that Agency Data will not be exposed or disclosed through errors or the actions of third parties. 3.4 Risk of Storage Failure. Agency acknowledges and agrees that storage of data involves risks of System failure that could result of loss of online Agency Data. While Econolite will make every reasonable effort to retain Agency Data, Econolite offers no representation, warranty, or guarantee that Agency Data will be retained and available. 3.5 Data Accuracy. Econolite shall have no responsibility or liability for the accuracy of data uploaded to the System by Agency, including without limitation Agency Data and any other data uploaded by Users. 3.6 Functionality of System. Upon written notice, Econolite may turn off functionality of the System if Agency’s account is delinquent, suspended, or terminated for thirty (30) days or more. 3.7 Excluded Data. Agency represents and warrants that Agency Data does not and will not include, and Agency has not and shall not upload or transmit to Econolite's computers or other media, any data (“Excluded Data”) in violation of any local, state, or federal laws (the "Excluded Data Laws"). AGENCY ACKNOWLEDGES AND AGREES THAT: (a) ECONOLITE HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) ECONOLITE’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA. 4. AGENCY’S RESPONSIBILITIES & RESTRICTIONS. 4.1 Acceptable Use. Agency shall not: (a) use the System for service bureau or time- sharing purposes or in any other way allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access or permit access to the System in order for Agency or any third-party to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event Econolite suspects any breach of the requirements of this Section 4.1, 12/2019 including without limitation by Users, Econolite may suspend Agency’s access to the System without advanced notice, in addition to such other remedies at law and in equity as Econolite may have. 4.2 Unauthorized Access. Agency shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other login information. Agency shall notify Econolite immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to immediately remedy and mitigate the effects of said breach. 4.3 Compliance with Laws. In its use of the System, Agency shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Agency Data. 4.4 Users & System Access. Agency is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate requirements of this Agreement applicable to Agency; and (b) any use of the System through Agency’s account, whether authorized or unauthorized. 4.5 Support Obligations. Agency shall provide controllers and firmware that work with the System, including end-to-end operational IP-based communications to the traffic signal controller; a server with internet access to allow for the upload of collected data from the System; and VPN and/or remote access to the server. Agency shall provide any information relating to timing/phase sheets, intersection geometries and connectivity, lane configurations, detector placements and assignments along with any other information needed for the evaluation. Agency agrees to devote sufficient time to testing the System to evaluate its performance and suitability for Agency’s purposes. 5. INTELLECTUAL PROPERTY & FEEDBACK. 5.1 Intellectual Property Rights to the System. Econolite retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Agency any intellectual property license or rights in or to the System or any of its components. Agency acknowledges that the System and its components are protected by copyright and other laws, and a license is required in the event Agency hosts any System software. 5.2 Feedback. Econolite has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Agency or Users provide to Econolite, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Econolite’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Agency or the User in question. For purposes of this Agreement, “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Econolite’s products or services. 6. CONFIDENTIAL INFORMATION. 6.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain 12/2019 proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party (“Confidential Information”) and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party’s exclusive property. The recipient shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others without the disclosing party’s written approval; nor shall the recipient make use of the Confidential Information, except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. Agency’s duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 6.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 6.3 Right to Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Article, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 6.4 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Econolite will retain all right, title, and interest in and to all Confidential Information. 7. REPRESENTATIONS & WARRANTIES. 7.1 From Econolite. Econolite represents and warrants that it is the owner of the System and of each component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Econolite’s representations and warranties in the preceding sentence do not apply to the extent of Agency’s use of the System in combination with hardware or software not provided by Econolite. In the event of a breach of the non-infringement warranty in this Section 7.1, Econolite, at its own expense, will promptly take the following actions: (a) secure for Agency the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to Agency any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Agency’s right to terminate for breach where applicable, the preceding sentence sets forth Econolite’s sole obligation and liability, and Agency’s sole remedy, for breach of the warranty in this Section 7.1 and for potential or actual intellectual property infringement by the System. 7.2 From Agency. Agency represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement. 12/2019 7.3 Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 7.1 above, AGENCY ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) ECONOLITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR WILL MEET AGENCY’S EXPECTATIONS; AND (b) ECONOLITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT AGENCY DATA WILL REMAIN PRIVATE OR SECURE. AGENCY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SYSTEM OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE AGENCY’S PURPOSE. 8. INDEMNIFICATION. During the Subscription Term and any Renewal Term, Econolite shall indemnify, defend and hold harmless Agency and its officers, agents, and employees, or any of them from any and all suits, liability, reasonable attorneys’ fees and costs of litigation damages paid to or for the benefit of an unaffiliated third party arising from any third-party claim for death or bodily injury or damage, or loss or destruction of any real or tangible personal property to the extent caused by any negligent or intentional act, error or omission of Econolite, its officers, directors, shareholders, parents, subsidiaries, agents, successors, employees, and assigns or any of them relating to or arising out of the performance of this Agreement. Econolite shall have no obligation to indemnify, defend and hold harmless Agency and its officers, agents, and employees, or any of them from any claims, suits, liability, attorneys’ fees and costs of litigation damages to the extent arising from (a) Agency’s negligent or intentional act, error or omission; (b) Agency’s unauthorized disclosure or exposure of personally identifiable information or other private information, including Agency Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Agency’s account, including without limitation by Agency Data. 9. LIMITATION OF LIABILITY. 9.1 Except for negligence and/or intentional acts, Econolite’s liability to Agency on any claim for loss or damage arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of the System shall be limited to the Subscription Fees paid under this Agreement. In no event shall Econolite’s liability for damages under any theory of law exceed an amount equal to the insurance policy limits as required in this Agreement. Econolite’s liability extends only to the System during the Subscription Term and any Renewal Term. 9.2 No Special or Consequential Damages. In no event, whether as a result of breach of contract or warranty, shall Econolite at any time be liable to Agency for special, incidental, indirect or consequential damages, including but not limited to, loss of profits or revenue, interruption of business, loss of equipment, loss of or corrupted data or content, cost of capital, downtime costs, or claims of third-parties for such damages arising from Agency’s access to, or use of the System or any data generated by the System. 12/2019 9.3 Timely Claims or Back Charges. Econolite will not be liable for any claims or back charges on behalf of the Agency arising out of this Agreement unless they are made in a reasonable time and supported in writing within thirty (30) days from the date on which the Agency becomes aware of same, giving full details, including costs incurred, if any. Claims not presented within such time limit shall be deemed to have been waived by the Agency. Econolite will be given reasonable opportunity and access to investigate the merits of such claims or back charges and its liability limited as above. 10. TERMINATION. 10.1 Notice. Either party may terminate this Agreement during the Subscription Term or Renewal Term upon thirty (30) days written notice to the other party of a breach of any material obligation under this Agreement, provided that the alleged breach is not cured during the thirty (30) day notice period. 10.2 Effects of Termination. Upon termination (including by expiration) of this Agreement, Econolite may immediately deactivate Agency’s account, Agency shall have no rights to continue use of the System, and Agency shall delete, destroy, or return all copies of the software and related documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Agency to pay fees incurred before termination; (b) Sections 5 (IP & Feedback), 6 (Confidential Information), 7.3 (Warranty Disclaimers), 8 (Indemnification), and 9 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 11. INSURANCE. Econolite shall maintain for the duration of this contract the following types of insurance: Automobile liability insurance (minimum $1.0 Million) Commercial general liability insurance (minimum $1.0 Million) Worker’s compensation insurance (per state requirement) Product Liability Insurance (minimum $1.0 Million) 12. MISCELLANEOUS. 12.1 Compliance with All Laws. At its sole expense, Econolite shall comply with all of the requirements of County, State and Federal laws now in force pertaining to this Agreement and shall faithfully observe in all activities relating to or growing out of this Agreement all ordinances, statutes, rules or regulations now in force. 12.2 Independent Contractors. This Agreement calls for the performance of services of Econolite as an independent contractor. Econolite is not an agent or employee of Agency for any purpose and is not entitled to any of the benefits provided by Agency to its employees. This Agreement shall not be construed as forming a partnership or any other association with Econolite other than that of an independent contractor. 12.3 Notices. The notices relative to this Agreement shall be given in writing and may be provided by email duly acknowledged, personally served, or sent by registered mail. The parties 12/2019 shall be addressed as follows, or at any other address designated by notice: Econolite: Econolite Systems, Inc. 1250 N. Tustin Ave., Anaheim, CA 92807 Attention: Alice Cook Title: Registered In-House Counsel Phone: 714-630-3700 x5609 E-mail: ACook@econolite.com Agency: <AGENCY NAME> <AGENCY ADDRESS> Attention: <NAME> Title: <TITLE> Phone: <PHONE> Email: <EMAIL> 12.4 Force Majeure. Parties shall not be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause. Parties shall make all reasonable efforts to remove or eliminate such a cause of delay or default and upon cessation of the cause, shall diligently pursue performance of its obligation under the Agreement. 12.5 Advertising. Agency grants Econolite permission to include Agency in its list of Centracs® SPM customers in any advertising or publicity materials without the specific prior written approval of Agency. 12.6 Execution. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for the authorship of this Agreement. 12.7 Assignment. This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of Agency and Econolite. 12.8 Merger and Modification. No supplement, modification or amendment of this Agreement or waiver of the provisions thereof shall be binding unless executed in writing by Agency and Econolite. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 12.9 Attorneys’ Fees. In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Agreement or in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to its attorneys' fees and other costs reasonably incurred in such action or proceeding. 12.10 Invalidity. Any provisions of this Agreement prohibited by the law of any state shall be ineffective as to said state to the extent of such prohibition without invalidating the remaining provisions of this Agreement. 12.11 Severability. In the event any of the provisions of this Agreement is held void or 12/2019 unenforceable for any reason, the remaining provisions shall remain in full effect and shall control. 12.12. Headings. Section headings are included solely for convenience and are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof 12.13 Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. 12.14 Forum and Choice of Law. Any lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in the State of< >. The laws of the State of < > shall govern this Agreement. 12.15 Conflicts. All parts of this Agreement are intended to be complementary and what is set forth in any one document is as binding as if set forth in each document. In the event of any conflict between this Agreement and any other document, the terms of this Agreement will govern. 12.16 Technology Export. Agency shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Econolite or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Agency shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria). 12.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 12.18 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. 12/2019 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ____________, 2018. ECONOLITE SYSTEMS, INC. __________________________________ Approving Authority __________________________________ Printed Name - Title <AGENCY NAME IN ALL CAPS> __________________________________ Approving Authority __________________________________ Printed Name - Title Attachments: Exhibit A – Technical Specifications Exhibit B – Service Level Agreement Exhibit C – Fee, Term, Scope 12/2019 EXHIBIT A TECHNICAL SPECIFICATIONS 12/2019 12/2019 12/2019 12/2019 12/2019 12/2019 12/2019 12/2019 12/2019 Approval (By signing below, all Approvers agree to all terms and conditions outlined in this Agreement.) Approvers Role Signed Approval Date Econolite Econolite Customer Agency EXHIBIT B Centracs® SPM: Service Level Agreement (SLA) for Customer by Econolite Control Products, Inc. Effective Date: 1-24-2017 12/2019 Agreement Overview This Service Level Agreement (“SLA”) is part of the Centracs® SPM Cloud Services Agreement (“Agreement”) between Econolite Control Products, Inc. (“Econolite”) and <Agency Name> (“Agency”) for the provisioning of IT services required to support and sustain Centracs® SPM. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA applies to the Centracs® SPM Services listed herein (“Services”) but does not apply to separately branded services made available with or connected to the Services or to any on-premises software that is part of any Service. If Econolite does not achieve and maintain the service level for the Services as described in this SLA, then Agency may be eligible for a credit towards a portion of Agency’s subscription fee or an extension in Agency’s Term or Renewal Term. Econolite will not modify the rights and obligations of this SLA during the Term of Agency’s subscription; however, the rights and obligations of any Renewal Term are subject to change. This SLA outlines the parameters of all IT services covered as they are mutually understood by Econolite and Agency. 1. Definitions "Downtime" is defined as the period of time during which the Service is unavailable for use. Downtime does not include Scheduled Downtime. Downtime does not include unavailability of a Service due to limitations described in Section 4.1, Services Availability. “Incident” means (i) any single event, or (ii) any set of events, that result in Downtime. "Scheduled Downtime" means periods of Downtime related to network, hardware, or Service maintenance or upgrades. Econolite will publish notice or notify Agency at least five (5) business days prior to the commencement of such Downtime. “Services” means the services listed in Section 3.1, Service Scope. "Service Level" means the performance metric of service availability as set forth in this SLA that Econolite agrees to meet in the delivery of the Services. "Service Resource" means an individual resource available for use within a Service. 2. Goals & Objectives The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Agency by Econolite. The goal of this SLA is to obtain mutual agreement for the Centracs® SPM related IT service provision between Econolite and Agency. 12/2019 The objectives of this SLA are to: • Provide clear reference to service ownership, accountability, roles and/or responsibilities. • Present a clear, concise and measurable description of service provision to the Agency. • Match perceptions of expected service provision with actual service support and delivery. 3. Service Level Agreement The following detailed service parameters outline the responsibilities of Econolite and the Agency in relation to the ongoing support of this Agreement. 3.1. Service Scope The following Services are covered by this SLA: • The Centracs® SPM Traffic Data Analytics tool as supplied by Econolite including standard server side functionality plus any optional modules defined in Exhibit A. • Data storage up to 250GB included in the base service cost (quotes can be provided for additional storage upon request) • Disaster recovery • System administration of Centracs® SPM 3.2. Agency Requirements Agency responsibilities and/or requirements in support of this SLA include: • Field devices, including but not limited to Traffic Controllers, and detection devices. • Field network, including but not limited to switches, modems, firewalls, wiring, and radios. • Hardware platform on which the Econolite-supplied on-premises data collection software will be installed. • Communication between the Econolite-supplied on-premises data collection software service and the Centracs database or the field network • Workstations and/or laptops including all hardware and non-vendor provided software required to access the Centracs® SPM service such as compatible internet browsers. • Internet connection for Centracs® SPM service, including but not limited to available bandwidth, reliability, and support. 12/2019 3.3. Econolite Requirements Econolite responsibilities and/or requirements in support of this SLA include: • Meeting Centracs® SPM server side component up-time requirements. • Appropriate notification to Agency for all scheduled software upgrades. • Notification of Agency of any material changes to Services. 3.4. Limitations This SLA and any applicable Services defined herein do not apply to any performance or availability issues: 1. Due to factors outside Econolite’s reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to Econolite’s data centers, including at Agency’s site or between Agency’s site and Econolite’s data center); 2. That result from the use of services, hardware, or software not provided by Econolite, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services; 3. Caused by Agency’s use of a Service after Econolite has advised Agency to modify use of the Service, if Agency did not modify the use of Service as advised; 4. During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by Econolite and opted into by the Agency); 5. That result from Agency’s unauthorized action or lack of action when required, or from Agency’s employees, agents, contractors, or vendors, or anyone gaining access to Econolite’s network by means of Agency passwords or equipment, or otherwise resulting from failure of Agency or agents of Agency in following appropriate security practices; 6. That result from Agency’s failure to adhere to any required configurations, use supported platforms, failure to follow any policies for acceptable use, or any use of Centracs® SPM in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with Econolite’s published guidance; 7. That result from faulty input, instructions, or arguments (for example, requests to send commands to devices that are not available); 8. That result from Agency’s attempts to perform operations that exceed prescribed quotas. 4/27/2017 4. Service Management The following sections provide relevant details on service availability, monitoring of in-scope services and related components. 4.1. Service Availability Coverage parameters specific to the service(s) covered in this Agreement are as follows: • Up-time of 99.9% of Centracs® SPM server side components, is defined as follows: (Maximum Available Minutes - Downtime) / Maximum Available Minutes * 100 • Periods of scheduled downtime of Centracs® SPM server side components, such as for upgrades, will be communicated to the Agency. • Database backups for the Centracs® SPM server side components shall be available up to the end of the previous day. • Database backup for data held in Agency’s field equipment such as signal controllers is not covered by the SLA • Availability and reliability of field devices such as traffic controllers and the availability and reliability of the communications infrastructure that such field devices relies on are outside the scope of this SLA • Disaster recovery measures shall include replication of the customer’s environment and database backups with a Recovery Time Objective of 72 hours. • Disaster recovery shall entail good faith efforts to restore the in-scope services to the full functionality as of the most recent available database backup prior to the disaster event. • Database Backup and Disaster Recovery for Agency’s hardware such as Centracs® SPM Workstations, laptops or traffic controllers are not covered by the terms of this SLA. 4.2. Service Credits Service Credits are the sole and exclusive remedy for any performance or availability issues for any Service under the Agreement and this SLA. 4.3. Requests for Service Credits In order for Econolite to consider a request for Service Credit, Agency must submit the request to Econolite including all information necessary for Econolite to validate the request, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Agency’s attempts to resolve the Incident at the time of occurrence. Econolite must receive the request by the end of the calendar month following the month in which the Incident occurred. For example, if the Incident occurred on February 15, Econolite must receive the request and all required information by March 31. 4/27/2017 Econolite will evaluate all information reasonably available and make a good faith determination of whether a Service Credit is appropriate. Econolite will use commercially reasonable efforts to process requests for Service Credit during the subsequent month and within forty five (45) days of receipt. Agency must be in compliance with the Agreement in order to be eligible for a Service Credit. If Econolite determines that a Service Credit is payable to Agency, Econolite will issue a refund to Agency in an amou nt equal to the Service Credit. 4.4. Technical Support Technical support and service from Econolite shall be provided by telephone, email or other remote methods and does not include on-site support. Technical support hours of operation: 8:00am to 5:00pm (Mountain Time) / Monday – Friday except for holidays recognized by Econolite. Support requests received outside normal hours of operation are generally responded to within twenty-four (24) hours. Technical Support Contact Information: Local Account Manager or, Phone: 714.630.3700 or 800.225.6480 or, Online at www.econolite.com 4/27/2017 EXHIBIT C FEE, TERM, SCOPE 1.Subscription Fee: $_________is the annual Subscription Fee under this Agreement. [Enter the annual subscription fee for all traffic signal controllers] 2.System Set Up Fee: The System Set Up Fee shall be $__________and $ per intersection. 3.Invoice Cycle: The annual subscription fee for the Term shall be invoiced on an [insert yearly or on a Term] basis. 4.Subscription Term: The Subscription Term of this Agreement is for a period [insert] commencing on [insert date] and terminating on [insert date]. 5.Renewal Term: This Agreement will renew for successive periods of [insert number of months or years] unless either party refuses such renewal by written notice of thirty (30) or more days before the expiration of the Subscription Term or Renewal Term. 6.Scope: For purposes of the Subscription Term, this Agreement authorizes the use of the System with [insert number of traffic signal controllers] traffic signal controllers. 1250 N. Tustin Avenue ○Anaheim, CA 92807 ○Office: (714) 630-3700 ○Fax: (714) 630-6349 ○Econolite.com 08015-222.20 Submitted to: Innovating Through Informatics™ Response to Request for Proposal Automated Traffic Signal Performance Measures (ATSPM) System ELECTRONIC COPY May 1, 2020 Attachment 5: Iteris Proposal 1 COVER LETTER May 1, 2020 Ms. Bianca Liu, PE Senior Engineer City of South San Francisco Department of Public Works Engineering Division 315 Maple Avenue South San Francisco, CA 94080 Re: Proposal for Automated Traffic Signal Performance Measures (ATSPM) System 08060-222.20 Dear Ms. Liu: Iteris, Inc. (Iteris) is pleased to submit the following response to Request for Proposal (RFP) to provide an ATSPM system to the City of South San Francisco (City). Iteris leverages the power of real-time analytics, location intelligence and emerging technologies to build thriving communities. Our Iteris Signal Performance Measures (Iteris SPM) platform; specifically designed for the cloud; was built to resolve arterial operations and maintenance concerns. The service does not discriminate between controller or detection manufacturers, giving agencies flexibility for hardware choices. It presents metrics in formats that are intuitive to Traffic Engineers, enabling them to make proactive operations and maintenance decisions. Iteris combines a diverse portfolio of specialties to design and implement innovative informatics solutions that help government agencies and municipalities reduce traffic congestion, enhance system reliability, improve mobility and safety, and advance the development of thriving communities. Iteris SPM was built by Traffic Engineers for Traffic Engineers, bringing together Iteris’ understanding of controller functionality and knowledge of how to make signal systems more effective. Iteris SPM provides additional intuitive enhancements for ease in usability and a richer experience. To date, Iteris has deployed SPM for 25 municipalities throughout the country. After installation, Iteris provides extensive training and support to ensure that the full benefit of such a powerful system is realized. Iteris provides the City of South San Francisco with the following distinct advantages: EXPERIENCED PROJECT MANAGER (PM) AND PROJECT TEAM OFFERS LOCAL EXPERIENCE Iteris proposes Mr. Matt Wages, PE, as PM for this project. He is very familiar with South San Francisco’s transportation network and D4 software and how the Iteris SPM solution can be applied to best support City staff. Mr. Wages will oversee the work from project inception through completion, and will oversee a team of seasoned Task Leads and experienced personnel that specialize in developing, implementing, and maintaining Iteris SPM deployments. LEADERS IN NEW TRANSPORTATION TECHNOLOGY THAT WILL MAKE SIGNAL TIMING BETTER Working in the field of Intelligent Transportation Systems (ITS) for nearly 20 years and performance analytics for nearly 15 years, Iteris signal experts collaborated with our leading edge analytics software team to develop and implement different platforms to better serve signal operations. The product of this collaboration is the Iteris SPM tool (Iteris proprietary licensed platform), that was developed by Iteris software engineers, in partnership with signal experts, and continues to be improved and enhanced with new functionality released monthly. South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | ii A SCALABLE, AGNOSTIC SOLUTION THAT KEEPS CURRENT AND PROVIDES VENDOR AND CONTROLLER FLEXIBILITY The Iteris approach for this project is not only to provide the City with the initial service, but also provide the cloud-hosted infrastructure to support future expansion plans. Our solutions are compatible with all detection and Advanced Traffic Management Systems (ATMS) and can be installed quickly and efficiently without any hardware components. Iteris acknowledges receipt of Addendum No.1 (3/18/20) and Addendum No.2 (4/7/20). Thank you for the opportunity to submit our proposal. We look forward to assisting the City with this innovative project. Please contact me at (949) 270-9527 or rmm@iteris.com, or the proposed PM, Mr. Wages, at mwages@iteris.com or (510) 356-0010, should you have any questions. Sincerely, Iteris, Inc. Ramin Massoumi, PE Senior Vice President & General Manager Transportation Systems South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | iii TABLE OF CONTENTS 1 COVER LETTER ............................................................................................................................................................ 0 2 UNDERSTANDING AND APPROACH ............................................................................................................................ 1 3 MANAGEMENT PLAN ................................................................................................................................................ 18 4 PROJECT SCHEDULE .................................................................................................................................................. 24 5 PROPOSAL PERSONNEL ............................................................................................................................................ 25 6 VENDOR QUALIFICATIONS ........................................................................................................................................ 26 7 SYSTEM REQUIREMENTS .......................................................................................................................................... 31 8 COST PROPOSAL ....................................................................................................................................................... 34 9 LITIGATION ............................................................................................................................................................... 35 Appendix A Resumes ................................................................................................................................................... 36 Appendix B Licenses/Warranties ................................................................................................................................. 47 Tables Table 1 – Key Team Members, Role, Estimated Hours, and Experience ................................................................... 25 Table 2 – ATSPM System Verification and Requirements Form .................................................................................. 31 Table 3 – Cost Proposal Form ...................................................................................................................................... 34 Figures Figure 1 – Project Area Map .......................................................................................................................................... 1 Figure 2 – Iteris SPM Analysis Tools .............................................................................................................................. 3 Figure 3 – SPM User Interface ....................................................................................................................................... 3 Figure 4 – SPM User Interface ....................................................................................................................................... 4 Figure 5 – Coordination Diagram................................................................................................................................... 6 Figure 6 – Coordination Diagram – Adaptive System .................................................................................................... 6 Figure 7 – Coordination Diagram – TSP Adjustments to Green..................................................................................... 7 Figure 8 – Arrivals on Green/Red Chart ......................................................................................................................... 7 Figure 9 – Turning Movement Chart ............................................................................................................................. 8 Figure 10 – Downloadable Data .................................................................................................................................... 8 Figure 11 – Stop Bar Count Actuations .......................................................................................................................... 9 Figure 12 – Phase Termination Points ........................................................................................................................... 9 Figure 13 – Phase Termination Summary Chart .......................................................................................................... 10 Figure 14 – SPM Wait Time Chart ................................................................................................................................ 11 Figure 15 – Ped Wait Time Chart ................................................................................................................................. 11 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | iv Figure 16 – Preempt-Transition Chart ......................................................................................................................... 12 Figure 17 – Iteris SPM Email Alerts .............................................................................................................................. 12 Figure 18 – Unusual Congestion in South San Francisco due to collision on Northbound US 101 .............................. 13 Figure 19 – ClearGuide Route on Airport Boulevard in South San Francisco .............................................................. 13 Figure 20 – Time Series Report along Northbound Airport Boulevard ....................................................................... 14 Figure 21 – October 2019 vs February 2020 Average Travel Times along Southbound Airport Boulevard ................ 14 Figure 22 – Contour Report of Speeds on Northbound Airport Boulevard during US-101 Incident ........................... 15 Figure 23 – Monthly Contour Report for April 2019 on Northbound Airport Boulevard ............................................ 15 Figure 24 – QA/QC Process .......................................................................................................................................... 19 Figure 25 – Proposed Project Schedule ....................................................................................................................... 24 Figure 26 – Project Team Organization ....................................................................................................................... 25 UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 1 2 UNDERSTANDING AND APPROACH Iteris understands the City of South San Francisco’s goal is to provide a safe, efficient, and innovative transportation system that enhances motorists’ safety, vehicle, transit, pedestrian mobility, and signal system reliability through innovation. Iteris, with our innovative SPM solution and traffic engineering expertise, is the right choice for the City of South San Francisco. Our SPM service supports all ATSPM compliant vendor hardware including the City of South San Francisco’s upgraded D4 controllers and works with all forms of detection. Iteris SPM, as a cloud-hosted system, will meet both the City’s initial needs and provide for any desired future expansion. Iteris is committed to working with the City of South San Francisco to overcome traffic signal system deficiencies due to recurring and non-recurring factors, and enhance traffic operations through a plethora of performance measures that are actionable and easy to understand and use. The project area, corridors, and traffic signals are in Figure 1. Figure 1 – Project Area Map UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 2 In recent years, the City has experienced increased congestion, especially along and east of US-101. This is largely due to the expansion of commercial developments in the City. In order to combat this congestion, the City plans to improve operations on major corridors by utilizing better data and information on performance accessed through an ATSPM system. The City has procured grant funding through the Metropolitan Transportation Commission’s Innovative Deployments to Enhance Arterials (IDEA) Program for the deployment of an ATSPM system to support this effort. The ATSPM system will allow the City to monitor 33 signalized intersections along six corridors in the City. The objective of utilizing an ATSPM system is to identify operational deficiencies and take action to improve the safety and mobility for all users on these corridors and to reduce travel time and increase reliability for vehicles. The project corridors include arterials that parallel US-101, such as North and South Airport Boulevards and Gateway Boulevard. These routes experience extreme upticks in congestion during commute hours from traffic detouring from and along the highway. In addition, the project corridors include Grand Avenue, Forbes Boulevard, and Oyster Point Boulevard that act as collectors providing access to and from hundreds of businesses, warehouses, and the South San Francisco Ferry Terminal. Due to land use around these project intersections, they experience large fluctuations in demand between peak periods and off-peak periods. While many of the project intersections are or will be controlled by the Kadence adaptive control system, it is important for City staff to be able to monitor the performance of the system, and collect actual, unbiased traffic data. This project will include furnishing the ATSPM system, installation, integration, and deployment of the ATSPM system, testing, verification, system acceptance, and finally training and documentation for City staff. Ultimately, the City is seeking a system to collect, compile, and analyze traffic data to aid City staff in providing the residents and visitors of South San Francisco with a signal system that is reliable and maximizes efficiency for its users. PROJECT APPROACH To meet the City of South San Francisco’s requirements, which includes ATSPM metrics, travel time monitoring, and communications monitoring, Iteris is proposing an integrated package of three cloud- hosted, web-based solutions. • Iteris SPM ingests, stores, and processes high-resolution traffic signal controller data to provide intersection performance measures for maintenance and operations. • ClearGuide is powered by 3rd party data sets to provide comprehensive corridor performance measures, including travel times and travel time reliability. • NetScene is a secure, distributed network management system that monitors an agency's entire ITS infrastructure. This suite of offerings is detection, controller, and central system agnostic allowing for a truly seamless, turn-key solution that can be used across intersections that leverage different technologies and as a cross- jurisdictional solution. Figure 2 (following page) illustrates the specific capabilities offered under each analysis tool type. The ideal system for the City of South San Francisco delivers on the following: Identifies traffic operational issues Provides real-time measures of performance Analyzes traffic data efficiently and effectively Specifies actionable traffic analyses Recognizes commute patterns Promotes data sharing among City departments Performs independently of hardware UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 3 Figure 2 – Iteris SPM Analysis Tools As a truly 3rd party, cloud-hosted product, our IaaS modules require zero hardware installation and are securely accessible from anywhere with a computer and internet access. They will be configured to take maximum advantage of whatever detection system and detectors that the agency has deployed or chooses to deploy in the future. Part of Iteris’ standard SPM deployment process is to work with the agency to optimize its existing detection configuration for SPM data collection. Overall System Capabilities To meet the City’s requirements, which includes ATSPM metrics, travel time monitoring, and communications monitoring, we are proposing an integrated package of three cloud-hosted, web-based solutions: Iteris SPM, ClearGuide, and NetScene. Capabilities for each solution are described in detail in this section. The City will access these web tools through a single user interface, as shown in Figures 3 and 4. The specific SPM functionality powered by the high-resolution controller data is accessed through the top-level SPM navigation bar. Figure 3 – SPM User Interface UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 4 The map provides an integrated view of the 3rd party probe data and the ATSPM data, allowing users to navigate to all of the Iteris SPM charts. Figure 4 – SPM User Interface The remainder of this section describes the unique capabilities of Iteris SPM, ClearGuide, and NetScene, in particular how they can be used to meet the specific corridor objectives detailed in South San Francisco’s ATSPM Concept of Operations Document: • Provide smooth flow on mainline (4) • Equitably serve green times at major intersections (4) • Minimize queuing near freeway ramps (4) • Maximize mainline throughput during freeway incidents (2) • Minimize phase failures (3) • Minimize bike delay (2) • Minimize ped delay (2) ITERIS SIGNAL PERFORMANCE MEASURES (SPM) Background Iteris SPM was built by traffic engineers for traffic engineers, bringing together Iteris’ understanding of controller functionality and how to make signal systems effective. Wanting to make for a better experience, Iteris designed a cloud-hosted, interactive, automated SPM tool designed by traffic engineers and crafted by highly skilled software engineers with decades of analytics platform expertise. The metrics and analytics built into Iteris SPM are specifically designed to help traffic engineers and technicians intuitively and quickly gain insights into the performance of their system. The ATSPM system will not prevent or degrade any function on the KITS central system or Kadence adaptive system, prevent acquisition of volume and occupancy data from existing detectors, or prevent access to local signal controller databases. Quantifiable & Actionable Easy to use reports that enable traffic engineers to make proactive operation and maintenance decisions. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 5 In addition to supplying metrics in an easy-to-use format that enables traffic engineers to make proactive operation and maintenance decisions to provide smooth flow on the mainlines, equitably serve green times at major intersections, and minimize delays, it also ensures that detection is working properly through alerts. Each chart in Iteris SPM is quantifiable and actionable. Thresholds can be set for both operational and maintenance alerts that notify staff when signals or the system is not performing as expected and these alerts are tracked over time so users can see trends in the data. Knowing where vehicles are in relation to the signal indication allows Iteris SPM to provide insights to the operation of the intersection. The optimum detector placement for data collection includes detectors located in front of the stop bar (stop bar count detectors), stop bar presence detectors, and advance detectors each on a separate channel. Most City of South San Francisco intersections in the SPM study corridors, have stop bar presence detection. Stop bar presence detection allows Iteris SPM to know when vehicles were at the intersection although we don’t know how many there were. This information is useful in several Iteris SPM charts as described below. For the intersections with video detection as the stop bar presence, stop bar count zones can be drawn in front of the stop bar and brought back on separate channels to provide Iteris SPM with additional information about when vehicles enter the intersection and how many there were. Video detection at the stop bar allows for the most flexibility in placing stop bar count detectors in the intersection to get distinct turning movement counts after the vehicle has committed to the movement they are making at the intersection. Additional charts and metrics as described below are available with advance detection. Lane-by-lane radar detection is recommended for advanced detection because it provides the most accurate distinct counts upstream of the intersection. Video detection upstream of the stop bar can be used for advanced detection and will provide the Iteris SPM system with the duration of when the advanced detection was triggered but it is difficult to get accurate upstream counts under heavy traffic conditions due to the angle that the camera is looking at the approach. Advance detection is used to project vehicle arrivals at the intersection to determine if vehicles are arriving on green or arriving on red. This is an important metric in determining the effectiveness of coordination. The remainder of this section details the charts and performance measures available in Iteris SPM and how they meet the City’s objectives. Coordination Diagram: Measure and Improve Coordination to Maximize Throughput Iteris developed a Coordination Diagram that is intuitive and easy to read. Each horizontal bar is one cycle starting at local zero on the left. The chart in Figure 5 shows how much of the cycle was utilized by the coordination green versus the non-coordination phases. It also shows how much early return is being realized by the coordination phase in actuated-coordinated operation. Advanced detector actuations are shown as black dots or will be shown as lines when the detector channel is on for an extended period of time. The coordination phases are shown side- by-side because any changes in offsets will affect both phases simultaneously. This will help The City’s traffic engineers in allocating split times and adjusting offsets. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 6 Figure 5 – Coordination Diagram As with all Iteris SPM charts, the Coordination Diagram is quantified and interactive. Hovering over the black dot vehicle arrivals will show the timestamp and detector channel of the vehicle. The arrival on green and green time values are summarized at the top of the chart and can also be downloaded into Excel. This chart can also be used to do a side-by-side comparison of two different dates. By selecting a separate date, the right side of the chart matches the phase and time of the left side. This is a simple and effective way to visualize and quantify the effects of timing and offset changes at an intersection. When the Kadence adaptive is active, the Coordination Diagram, as shown in Figure 6, will visualize how often and when cycle lengths are changed along with calculating metrics including Arrivals on Green and Platoon Ratio. Choosing two different comparison dates will show how the system is responding between days. Figure 6 – Coordination Diagram – Adaptive System For the corridors with Transit Signal Priority (TSP), Iteris SPM marks TSP Adjustment to Early Green and TSP Adjustment to Extend Green on the Coordination Diagram, as shown in Figure 7, to provide a visualization of how the green adjustments are being made to accommodate the transit. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 7 Figure 7 – Coordination Diagram – TSP Adjustments to Green Advance detectors are also used to generate the Arrivals on Green/Red Chart in Iteris SPM. This chart (Figure 8) shows arrivals on green or red per phase in 15-minute increments along with corresponding approach volumes. Other metrics such as Approach Delay are in development and will be added as options for display on the chart shown in Figure 8 to show intersection operation over time. Figure 8 – Arrivals on Green/Red Chart The Coordination Diagram and Arrivals on Green/Red Charts will assist the City’s Traffic Engineers to optimize offsets for signal timing plans to benefit transit and reduce travel delay along the corridor by providing optimum progression. Iteris supports this by helping understanding when vehicles arrive on the approach in relation to the signal indication. The stop bar count detectors in front of the stop bar provides data used in two different charts in Iteris SPM. The Turning Movement Chart shown in Figure 9, illustrates turning movements per approach as hourly volumes every 15 minutes for up to a 7-day time range. Having turning movement volumes every 15 minutes 24/7/365 will provide City’s Traffic Engineers with detailed data about how planned and unplanned events effect the movement of traffic through the network. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 8 Figure 9 – Turning Movement Chart Hovering over a data point in the Turning Movement Chart, as shown in Figure 9, will show the hourly volume with a breakout of each of the 15 minute volumes that make it up. Taking advantage of knowing signal indication in relation to detector activations, Iteris SPM is able to differentiate permissive left turns from protected left turns and right turns on red from right turns on green. This is important when developing signal timings in models to determine how many of the left and/or right turn vehicles need to be accounted for in the green time. Bike lane detection is also counted separately and designated on the chart. These counts are downloadable from the chart for use in models to assist in optimizing signal timing throughout the agency’s corridors (see Figure 10). Figure 10 – Downloadable Data Iteris SPM also charts actuations on these stop bar count detectors after the start of yellow to give traffic engineers insight into how the yellow change and red clearance times are being utilized and how many vehicles are entering the intersection after the end of red clearance (see Figure 11). Hovering over each data point will show the time since start of yellow and the detector channel. The data from the chart can also be downloaded into Excel for further analysis. Movement 8/1/2019 8/2/2019 8/3/2019 8/4/2019 8/5/2019 8/6/2019 8/7/2019 AM 203 195 133 80 174 180 182 Northbound 99 98 90 52 102 110 93 Left (Protected)49 39 39 26 42 36 48 Left (Permissive)0 0 0 0 0 0 0 Thru 38 31 26 18 36 31 35 Right 12 5 6 4 8 7 5 Right (On Red)99 98 90 52 102 110 93 Bikes 5 3 7 2 0 4 4 Southbound 92 85 67 36 84 74 102 Left (Protected)44 33 24 27 42 36 46 Left (Permissive)0 0 0 0 0 0 0 Thru 55 46 29 23 51 52 57 Right 18 27 25 11 17 15 11 Right (On Red)92 85 67 36 84 74 102 Bikes 3 1 3 4 2 1 1 Eastbound 163 158 97 57 130 140 151 Left (Protected)20 22 14 12 21 23 25 Left (Permissive)0 0 0 0 0 0 0 Thru 163 158 97 57 130 140 151 Westbound 203 195 133 80 174 180 182 Left (Protected)31 26 17 28 22 29 28 Left (Permissive)0 0 0 0 0 0 0 Thru 203 195 133 80 174 180 182 Right 56 71 15 8 62 68 84 Right (On Red)27 27 17 9 28 45 33 UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 9 Figure 11 – Stop Bar Count Actuations Stop bar presence detectors are used to provide insight into the operation of the intersection in several different charts. The Phase Termination Detail Chart in Iteris SPM, as shown in Figure 12, charts the termination point of every phase, every cycle for a 48-hour time range. The data points are color coded by termination type to easily distinguish periods during the day that phases are gapping out, maxing out, or forcing off. The point at which phases are skipped are also shown on this chart as well as when pedestrian phases are serviced. Because we know the stop bar presence detector status at the termination point, Iteris SPM distinguishes phase termination points on this chart where vehicles were present on the stop bar (x) from phase terminations that cleared the approach (dot). This is important because a phase that terminated and serviced all the vehicles on the approach is different than if it terminated leaving vehicles at the stop bar that may should have been serviced. Figure 12 – Phase Termination Points Like the other charts in Iteris SPM, this chart is also interactive, and by highlighting a specific section of the chart, the chart will zoom in to show that time range. The chart can also be filtered by phase by selecting which phase(s) to show at the top of the chart or filtered by termination type by selecting which termination type(s) in the legend. Hovering over a data point will show start time, duration, and termination type of a phase. These phase durations are charted in relation to the programmed split time during coordinated plans. Phases that gap out significantly below their split time or run the entire split time and do not clear the approach can bring inefficiency into a timing plan. A timing plan score is generated based on how far from the programmed split phases terminated and if they cleared the approach. This score can be used to determine which timing plans may or may not need split or cycle timing adjustments. Iteris SPM also summarizes this information in the Phase Termination Summary Chart, as shown in Figure 13, to show traffic engineers how each phase is operating in relation to each other. This chart is particularly useful in re- allocating split time for actuated-coordinated signals to equitably distribute green time. The top section is a pie UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 10 chart for each phase showing the percent of each termination type. This gives an idea of which phases may need more time because they are forcing off and which phases may have time to give because they are skipping or gapping out. But just because a phase is gapping out doesn’t necessarily mean that it has time to give which is why the second section of the chart is important. The second section shows, in binned durations, how much time the phase is using in relation to its programmed split time. And just because a phase is forcing off frequently doesn’t necessarily mean that it needs more time which is why the third section of the chart is used to tell a more complete story. The third section shows which phases are terminating frequently with vehicles left at the stop bar. Phases that are forcing off and not clearing the approach a high percentage of time, may need more split time. Optimizing timing plans for how traffic is using the available splits will provide increased efficiency and equitable green time for the City of South San Francisco corridors. Figure 13 – Phase Termination Summary Chart The stop bar presence detectors are also used in generating the Iteris SPM Wait Time Chart, as shown in Figure 14. Because Iteris SPM was built for traffic engineers, we wanted to make sure that we addressed issues that traffic engineers receive citizen calls about. A frequent call that a traffic engineer receives is that a motorist waited at a red light for an excessive amount of time. To give insight to the traffic engineer to address this, Iteris SPM includes a Wait Time chart that shows how long the first vehicle to stop on an approach during red waited for a green signal. This is charted for each cycle for each phase for up to a 24-hour time period. Along with showing the maximum wait time for that vehicle, the chart also displays how much of that time the vehicle waited on red with no vehicle detections on the green indication. Waiting at a red light with no one going through the intersection can be perceived by the driver as a much longer time than it actually is. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 11 Figure 14 – SPM Wait Time Chart Along with vehicle wait times, the Ped Wait Time Chart (see Figure 15) will show how much time pedestrians are waiting at an intersection before the pedestrian interval begins. The time between when the pedestrian push button is pushed and Walk timing begins is charted for each cycle. Where Iteris video detection is available, pedestrians can also be monitored in the crosswalk to provide an input to the controller. Pedestrian crosswalk utilization is charted here when the appropriate detection is configured. This can show how pedestrians are utilizing the pedestrian interval to ensure that appropriate timing is configured. Figure 15 – Ped Wait Time Chart The Preempt-Transition Chart (see Figure 16) in Iteris SPM shows when preempts occur, which preempts they are, and their effect on coordination due to transition to get back into the coordination pattern. The bar represents the timeline of the plan (or selected interval) showing when the controller is free (blue), in-step (green), in preemption (orange) or in transition (black). This is important to a traffic engineer because a coordination plan is only effective while it is in step. We also tried to give the traffic engineer an understanding of why the intersection is in transition by placing markers for when timing plans change, preempt calls occur, TSP check in/check out, and when pedestrian calls are activated. Oversized pedestrian movements are a common cause of transition. The pedestrian calls can be filtered by phase to correlate which ped phases are causing the transition. Hovering over the preempt, TSP, and ped markers will show which preempt was called or which ped was activated and the timestamp for the call. Hovering over a place on the bar will show the duration of the preempt or transition period. These values are quantified with statistics shown on the chart and can be downloaded into an Excel file. This will help City of South San Francisco traffic engineers in the evaluation of the Kadence adaptive by understanding how much time the intersections are taking to transition between changes in timing plans. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 12 Figure 16 – Preempt-Transition Chart Because all charts in Iteris SPM are quantified, thresholds can be set for these values to trigger alerts for South San Francisco traffic engineers and maintenance technicians. There are currently 20 available alerts to monitor the performance of the system based on user-selectable thresholds of the performance measures. These alerts are classified in two categories: maintenance and operational alerts. The configuration of these alerts can be customized per user/per intersection/per phase. The alerts are delivered through email (see Figure 17), on a dashboard, and highlighted in the charts. Next to each alert on the dashboard and in the email, there is an icon to hyperlink to the specific day and time for the chart that generated the alert. This saves traffic signal professional’s valuable time in not having to evaluate every chart, every day to determine the health of the signal system. Alerts such as ‘Too Many Maxouts’ and ‘Low Detector Count’ can help to quickly identify detector issues. Alerts such as ‘Force off with Vehicles Left over’ and ‘Arrivals on Green’ can help identify timing plan issues. There are also alerts for ‘# of Preempt Calls’ and ‘Time in Transition’ that will help City of South San Francisco traffic engineers understand which signals may not be running their coordination patterns as much time as desired. Figure 17 – Iteris SPM Email Alerts UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 13 Iteris SPM has extensive system monitoring and scalability in place with a priority on producing secure, recoverable, and responsive systems. Both the data collection pipeline and the SPM application are continuously monitored through Nagios and Amazon’s CloudWatch monitoring tools. Iteris’ design identifies and protects systems and data through multi-factor administrative access to cloud-resources, encryption of data in transit and at rest, token based authentication, detection of threats, and response and recovery of data and systems in the event of failure. Iteris SPM cloud-based architecture utilizes elastic scaling capabilities of Amazon Web Services (AWS) to adapt to load, scale dynamically and support the storage requirements for data. A key element of the design is Iteris’ database choice is a highly performant fully managed cloud-based clustered database that easily handles controller data from several hundreds of controllers and that expands easily to manage more data over time. The database capabilities easily are expanded to support even larger scale needs, including low latency read replicas to offset contention large simultaneous queries. Upgrading cluster node sizes instantaneously boosts performance and additional signals. Iteris SPM’s design choices and implementation eliminates concerns and limitations that locally hosted solutions experience. Furthermore, the scalability supports responsiveness that users see in the reports themselves. CLEARGUIDE To support speed, travel time, and delay metrics along corridors and at intersection approaches, Iteris is proposing Iteris ClearGuide for the City of South San Francisco, as an integrated user interface with Iteris SPM. ClearGuide integrates 3rd party speed data to provide continuous, real-time travel time monitoring for the whole corridor and the approaches near the corridor, all without the need to deploy or maintain any new sensors. ClearGuide is easily expanded for more roadways as South San Francisco wants to see more corridors over time. ClearGuide provides analytics, visualizations, and alerts in real- time, and archives all data to enable analysis of travel time and reliability trends. Examples of analyses that ClearGuide will provide the city include: • Corridor average and 95th percentile travel times by time of day • Real-time visualizations of where arterial traffic speeds are slower than normal • Animations of traffic speeds during any day of the past • Tools to investigate in real-time and afterwards how an arterial network responded to an incident on the US-101 freeway • Visualizations that show which signals are causing the most congestion • Simple before-and-after reports to analyze the impacts of retiming • Reports to rank corridors by delay to prioritize retiming efforts • Receive an alert when the travel time along a corridor is worse than normal ClearGuide includes powerful map visualizations for analysis and communication. The map view highlights real- time congestion as well as places where congestion is worse than normal for the same time of day and day of week. The screenshot in Figure 18 shows abnormal arterial congestion on April 16th, 2019 at 8:30am in response to a multivehicle collision blocking multiple lanes at northbound US-101 and Oyster Point Boulevard (the darker the red, the slower than normal the roadway is). This visualization is available in real-time and also as an animation function to playback speeds on any data in the past, with animations downloadable as video files. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 14 Figure 18 – Unusual Congestion in South San Francisco due to collision on Northbound US 101 In ClearGuide, users can easily create corridors using a drag-and-drop map interface. Corridors are created by creating two routes - one in each direction. An example route along Airport Boulevard is shown below (Figure 19). ClearGuide has simple navigational tools to jump between each direction of a corridor. In the example, the Airport Boulevard corridor is tagged with the label ‘SPM’. This tag makes it easy to search for and group routes for summary performance reporting. Figure 19 – ClearGuide Route on Airport Boulevard in South San Francisco UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 15 Once a route has been created, users have access to all of the real-time and historical analytics for that route, which are provided through different reports. An example of the Time Series Report shown below charts average speeds on Northbound Airport Boulevard on April 16th, 2019 so that we can see the impact of the traffic detouring from Northbound US-101 in response to the collision (Figure 20). The analysis shows that speeds dipped to 5 mph on average for a two hour stretch. Figure 20 – Time Series Report along Northbound Airport Boulevard The Time of Day report, shown below, quantifies typical and unreliable conditions averaged by time of day across selected days of the week. In the report, the user can select multiple date ranges to do a before and after study, see how congestion has changed over time, or analyze how conditions on one day compared to the average. The screenshot in Figure 21 shows how the corridor speeds on April 16th (the day of the incident on US-101) compared to the average speeds for weekdays in April. Typical speeds during the AM peak range between 15mph and 17mph on northbound Airport Boulevard, so the detour traffic caused significant additional delay. Figure 21 – October 2019 vs February 2020 Average Travel Times along Southbound Airport Boulevard UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 16 The Contour Report, as shown in Figure 22, provides additional insight into the temporal and spatial dynamics of congestion on a corridor. The x-axis is the time of day and the y-axis is the location on the corridor (the locations of traffic signals and stop signs are automatically drawn on the right to add context). The colors of the chart show the speed for that time and location (the thresholds are settable by the user in the legend). The chart shows which intersections are experience back-ups, how severe they are, and how long they last. On the day of the incident significant queues built up at Oyster Point Boulevard and North Access Road. Figure 22 – Contour Report of Speeds on Northbound Airport Boulevard during US-101 Incident Contour reports are also presented in a calendar view, as shown in Figure 23, in the Monthly Contour report to help users analyze typical weekday vs weekend congestion as well as non-recurrent congestion. For Northbound Airport Boulevard, the unusual AM congestion is visible on April 16th. We can also see significant PM peak slowdowns, especially on Thursdays and Fridays (and particularly on April 25th). Figure 23 – Monthly Contour Report for April 2019 on Northbound Airport Boulevard The combination of Iteris SPM and ClearGuide will provide South San Francisco with a platform to use easily today and one that can grow with the City’s needs in a modern and dynamic way. UNDERSTANDING AND APPROACH 2 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 17 NETSCENE NetScene meets the City’s requirements around communication monitoring by providing a network management software that benefits the design, implementation, and operation of communication networks. NetScene brings telephony-type network management capabilities to smart transportation systems and provides operators with the ability to visually monitor and proactively manage today’s ITS networks. NetScene is a secure, distributed network management system that monitors an entire ITS infrastructure, verifying the availability and performance levels of critical ITS components. Operations personnel are immediately alerted to malfunctions, resulting in increased network uptime and equipment availability. NetScene not only manages the availability of ITS devices, but also provides a central configuration management system to modify device configuration parameters and tools to monitor the performance and available bandwidth on the network. With these tools, malfunctioning devices are identified before impacting large segments of the network, so they can be remotely removed from the network until a technician is dispatched to fix the device. Should a device fail, the system will automatically notify operations and maintenance personnel through e-mail or SMS text messaging alerts. 24/7 ITS equipment Diagnostic Tool MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 18 3 MANAGEMENT PLAN Iteris has a demonstrated history of successful administration of projects. Iteris’ methodology has proven effective in measuring progress, anticipating problems, reacting quickly to changes in project requirements, and maintaining schedule integrity. Iteris’ project management process is designed with checks and balances that have resulted in Iteris’ impressive track record of success. Iteris’ project management objectives for every task or project are developed to: • Provide a complete and comprehensive technical description and work definition for the entire project or task order • Develop a viable, comprehensive cost and schedule plan that reflects the planned performance of the work • Establish a comprehensive control system that provides the necessary status information to the project team, the City’s, and Iteris management • Identify problem areas early and initiate corrective action if needed • Communicate information to the City on a regular and timely basis • Ensure thorough documentation through an effective Quality Assurance/Quality Control (QA/QC) process CLIENT COMMUNICATIONS AND COORDINATION Iteris PM, Mr. Wages, will coordinate with the City’s PM to establish communications guidelines. Iteris understands that communications among the project team is paramount to proper coordination. However, boundaries often need to be established to govern communications between the consultant team and the City staff. In some instances, it may be critical to have only one channel of communication between the consultant team and the City staff, which would almost certainly be between the consultant team PM and the City’s PM. In other instances, it may be most efficient to allow generally open communications between the consultant team and the City staff, with some caveats. And these guidelines may change depending on the timeline of the project itself. As a default, communications between the consultant team and the City staff will be limited to the Iteris PM and the City’s PM. Once communications guidelines are established at the beginning of the study, the Iteris Project Manager will informally document the direction of the City’s PM, and convey those communications guidelines to the rest of the consultant team. There may be certain studies, or limited times during any particular study, where communications can open up beyond the two project managers, but both PMs will always be kept in the loop to ensure administrative and technical aspects of the study and the contract are being followed. RESOURCE ALLOCATION PLAN Iteris has a resource allocation-based project management system that is geared toward assuring that staff are productive and management is recruiting and training to provide Iteris Project Managers with the appropriate level of staff resources to complete all client commitments. This includes a monthly assessment by each project manager of the status of each project, in terms of progress against objectives, and a forecast of the resources required to complete the project on-time and within budgetary constraints. Iteris utilizes an Oracle-based Project Management system through which all costs (labor and direct costs) for each project are recorded and tracked and project managers can monitor the status of their projects on a weekly basis. As a publicly-traded company, Iteris is required to accurately monitor and forecast costs and profits, therefore the accounting system is designed to facilitate such efforts in an accurate and transparent way. The monthly cost-to- complete estimates made by Iteris project managers are used by the management team to balance staff resources and complete projects successfully. The proof of Iteris’ ability to develop such resource allocation plans is the fact that the majority of Iteris’ business is from repeat clients. They know that Iteris delivers what it promises. MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 19 QUALITY CONTROL PLAN Iteris’ ability to implement high-quality deliverables is a direct result of Iteris’ adherence to a Quality Assurance and Quality Control (QA/QC) program that ensures accuracy, product usability, and an overall commitment to product excellence and user satisfaction. For each task order, the Iteris Project Manager will ensure the team commitment to these objectives by identifying goals at the outset of the project and monitoring the product implementation and delivery process. The Iteris QA/QC Plan is an all-encompassing plan that covers every aspect of the project production including the evaluation process, project documentation, design plans, graphics and presentations. The QA/QC process is a major factor in reducing project issues and errors and will assist with identifying conflicts or inconsistencies within project documentation. Figure 24 illustrates Iteris’ QA/QC flowchart. In addition to project budget, ample time must be provided in the project schedule to complete reviews, as well as provide sufficient time for comments to be addressed and incorporated into the final delivery to the City. Delivery of top quality and error-free product(s) to the City will be the Iteris Team’s number one project goal. All documents produced by Iteris associates and team members, whether for transmittal to a client, prospective client, another consulting firm, or for public distribution, are reviewed by someone with expertise in the relevant area other than the author to ensure that they are comprehensible and well written. It is difficult for the author to always catch obvious mistakes or to realize when something may be confusing to the reader, particularly when writing technical reports geared toward a lay audience. A second opinion is also invaluable in identifying alternative approaches to the analysis. Interdisciplinary review is invaluable on a multidisciplinary project, which Iteris would anticipate being procured through this contract, as it helps to ensure that recommendations are consistent among team members. Scope of Work The following section describe Iteris’ approach to providing ATSPM and related support services, and is divided into the following tasks. TASK 1. PROJECT MANAGEMENT Task Lead Matt Wages, PE The Project Manager, Matt Wages, will be responsible for tasks including preparation of invoices, budget oversight, adherence to project scheduling, preparation of invoices, and general project coordination. Subtask 1.1. Project Kick-off Meeting An initial Kickoff Meeting will be arranged with City staff to discuss the elements associated with the system and develop a consensus on the overall project approach and coordination. With the City’s involvement, we will set timetables for milestones, coordinate and collaborate with City IT, and finalize other administrative details. Figure 24 – QA/QC Process MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 20 Subtask 1.2. Bi-Weekly Progress Meetings Iteris anticipates bi-weekly meetings with project stakeholders to discuss project progress. Prior to meetings, a list of action items will be provided to the project team defining actions to be completed in the next month. Actions will include a description and be assigned to the appropriate team member(s). Subtask 1.3. Project Schedule Iteris will develop and maintain a critical path schedule using Microsoft Project, and we will provide schedule updates at project progress meetings. Deliverables • Kickoff Meeting • Bi-weekly Project Meetings • Project Schedule TASK 2. FURNISH ATSPM SYSTEM Task Lead Allison Palumbo, PE Iteris will furnish the Iteris SPM system for the 33 City of South San Francisco project intersections. Cloud-based storage will be provided for the high-resolution data received from traffic signal controllers through the Iteris SPM software. Iteris will install a lightweight application on a City of South San Francisco Windows 64-bit server (or PC) that resides on the same network with FTP access to the traffic signal controllers in the field as described in the installation process below. IT personnel may be needed during installation as administrative rights are needed for the installation, or at a minimum, a folder will need to be created with full permissions. Firewall rules will need to be open between the server/PC and the local controllers. Iteris will provide a Hosted Services License agreement for the City. No additional hardware or equipment is needed for the operation of Iteris SPM. Deliverables • Iteris SPM TASK 3. INSTALLATION, INTEGRATION, AND DEPLOYMENT Task Lead Allison Palumbo, PE Iteris uses AWS cloud servers for data storage and data management using modern cloud services to support these robust systems that have dynamically expandable capacity and resources. In all the cloud services, Iteris processes more than 30 TB of data annually throughout our analytics applications. Iteris has already delivered SPM for 25 different agencies, covering nearly 500 signals. The following describes Iteris’ proposed implementation plan for The City of South San Francisco. The following describes our methodology for implementation covering the timeframe, deliverables, assumptions and assumed responsibilities. Step 1: Signal Information Database. Iteris will coordinate with The City of South San Francisco personnel to generate the required metadata for the system. The initial database will contain signal information including signal ID, street name, latitude, longitude, controller firmware type, and region. The IP address for each controller will also be needed for this initial database. This is all the required information for Iteris to be able populate the intersections in SPM and communicate to the controller. Step 2: Configure South San Francisco Instance of Iteris SPM. Iteris SPM will be configured for a new South San Francisco instance. The configuration of the Iteris SPM system to launch a new agency is minimal. A new database schema is created and the email domains that will be using the account must be registered. If The City of South San Francisco would rather only specific users have access to the SPM site or anyone within the specific email domain, this will be configured as per the Department. MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 21 Step 3: Install Data Engine on Server. Once the new City of South San Francisco site has been configured and the metadata is loaded it is ready to receive data. A port will need to be opened on a South San Francisco server for FTP communications to the controllers. With D4 firmware, the specific port number is user- definable so Iteris with work with the City to define it. Iteris will install a “database engine” specific to D4 firmware on that server. The database engine is a lightweight application that communicates FTP directly to the controllers in the field. Because D4 firmware streams the high- resolution data, the database engine collects the event codes into a file then pushes the file to the AWS cloud server at the user-defined interval. This interval is generally between 10 minutes and one hour. Once on the AWS cloud server, the data will be available for use by Iteris SPM. Step 4: Initial Assurance Testing. Because the first three steps listed above can be accomplished within two weeks after receiving a notice to proceed, Iteris SPM can be launched to collect high-resolution data and generate some charts quickly given that we receive the IP addresses from the City and are allowed access to a server to install the data engine. Assurance testing will be performed in the Iteris test environment to determine that the data are being read and interpreted correctly by the Iteris SPM tool. At this point, Iteris SPM will be able to load any charts that are not detection based including the Phase Termination Detail, Phase Termination Summary and Preempt- Transition. Once the initial assurance testing is complete, the site will be deployed. Any users with access granted by the City in Step 2 will be able to log into a browser to set up their personal credentials, alert features, and thresholds and will be able to start using the deployed SPM system. Step 5: Populate Detection. Detection and approach information adds value to Iteris SPM but is not necessary for the initial installation. As the detection and approach information is collected for an intersection, it can be uploaded into the system to generate additional charts for that intersection. This part of the metadata will contain approach direction, phases, movement types, overlaps, permissive phases, detector type, lanes, lane type, and hardware type for each detector channel along with detector distance from the stop bar for any detection that is available. With assistance from City personnel, detector layout diagrams will be generated with position and detector channel of each detector at the intersection. This will aid in programming and troubleshooting the metadata. We are aware that the City will be installing advance detection throughout this process, as the advance detection is installed at an intersection, it will be added to the metadata and uploaded to populate the Coordination Diagram and Arrivals on Green charts. Also for any intersections with stop bar video detection, stop bar count zones can be drawn and added to the metadata at any time to populate the turning movement counts and clearance interval activity charts. While the City of San Francisco are users of Iteris SPM, any detection changes that occur at an intersection can be edited in the metadata and uploaded to the system by Iteris personnel. Step 6: Training. Once detector and approach information has been loaded, Iteris traffic engineers will conduct training sessions to acquaint City staff with the SPM tool. During the training, the alerts will be examined and thresholds adjusted as necessary per intersection, per phase for any intersections/phases that may need different thresholds than the preset global ones. To add any new signals or new detection to the City of South San Francisco system, the controller and detector information will simply be added to the metadata table. This Excel table is keyed by detector channel and can be easily updated. Once this table is uploaded into the Iteris SPM system, new charts will be available where detection is added or for a new intersection, the new intersection will appear on the map and have all features, charts, and metrics available. There is no system downtime to add new intersections. MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 22 TASK 4. SYSTEM TESTING, VERIFICATION, AND ACCEPTANCE Task Lead Allison Palumbo, PE Iteris will provide the City of South San Francisco with an Acceptance Test Procedure (ATP) for the ATSPM system, based on the Final Verification Plan provided in the RFP. The proposed ATP will demonstrate how the Iteris SPM system will work correctly to meet City specified requirements. The ATP will be developed upon discussions with the City of South San Francisco traffic engineers and will be implemented once approved by the City of South San Francisco. In case of any modifications to the ATP, Iteris will request the City of South San Francisco to provide written approval prior to testing. Deliverables • Draft Verification Plan Report • Final Verification Plan Report • Final System Acceptance TASK 5. TRAINING AND DOCUMENTATION Task Lead Allison Palumbo, PE Iteris will provide two training session for City staff. The first session is anticipated to occur after system testing and verification is completed and the system is operational. The second training session is expected to occur 6-12 months after the first session, at the City’s discretion. Training will include direction on all aspects of the Iteris SPM system including operation, maintenance, and administration. Iteris will finalize the agency-specific user guide once the agency’s dashboard is implemented, as this guide will be written specifically for the region to include the appropriate information to navigate the system and generate the appropriate reports. In addition to the system design, the document will also include a summary of the participants and standard protocols for addressing various issues. This document will be heavily utilized during the training program to ensure that users are comfortable with each of the metrics presented in Iteris SPM. During the life of the project, this document will be a living help guide on the SPM platform that will be updated with any new feature that is added and additional parameters that may be developed as part of the maintenance period. Hard copies and a PDF copy of the most current guide will be provided to the City of South San Francisco. Deliverables • Training Session 1 • Training Session 2 • System User Guide TASK 6. SYSTEM DOCUMENTATION Task Lead Matt Wages, PE Iteris has developed system documentation for our solution and will provide them to the City prior to system verification and acceptance. Standard operating procedures will also be included as part of the documentation. Specific user questions will also be handled via our system support throughout the duration of the contract period. Deliverables • System Documents • Operation/Maintenance Manuals • Troubleshooting Guide • Recommended Operating/Maintenance Policy MANAGEMENT PLAN 3 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 23 TASK 7. SYSTEM, LICENSE, WARRANTY, AND SUPPORT Task Lead Allison Palumbo, PE Iteris developed a cloud-based SPM dashboard to ensure that future enhancements can be implemented without having to access an individual agency’s server for upgrades. The Iteris SPM model provides updates to all agencies new features are added to our SPM deployments. Any new performance measures, modifications to reports, or added features to the system will accomplished through an automatic update. For example, recently, Iteris modified our SPM system to allow for downloads of the raw data, sorting of some reports by time increments instead of restricting the summary by plan only, and enhancing our Coordination Diagram report to show duration of vehicles on the advance detector. All these features were released after development, testing and production releases in a continuous release environment with unit testing and verification to ensure quality results. For users, there is no down time with the releases as they are nearly instantaneous. Subtask 7.1. License Iteris has provided our Hosted Services License agreement for the City within Appendix B. No additional hardware or equipment is needed for the operation of Iteris SPM. Subtask 7.2. Warranty and Support Terms For a period of three years, beginning after final system acceptance, Iteris staff provide technical support and maintenance for the Iteris SPM system. It is anticipated that support will be provided by phone or e-mail when possible, and on-site when required. In addition, Iteris will monitor the system as part of the support service. Periodic system check-ups will be performed bimonthly at a minimum. Iteris will keep a log documenting dates, times, and results of the check-ups. Also included in this task are periodic software updates. These updates will be performed remotely. Iteris will provide the City two weeks advanced notice of any planned software maintenance. Iteris SPM product warranty is provided in Appendix B. Deliverables • Maintenance Logs PROJECT SCHEDULE 4 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 24 4 PROJECT SCHEDULE Iteris has provided the following proposed project schedule as shown in Figure 25. Figure 25 – Proposed Project Schedule PROPOSED PERSONNEL 5 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 25 5 PROPOSED PERSONNEL Project Team Organization 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’ proposed team organization is provided in Figure 26. Figure 26 – Project Team Organization David Huynh, PE Senior Advisor Matt Wages, PE Project Manager Allison Palumbo, PE Technical Lead IMPLEMENTATION Gabriel Murillo, TE Integration Lead Tiffany Symes Implementation Support Table 1 summarizes the estimated number of hours and total percentage of time available for each proposed personnel. Resumes for our proposed team are provided in the Appendix. Table 1 – Key Team Members, Role, Estimated Hours, and Experience STAFF ROLE ESTIMATED HOURS % AVAILABLE Traffic Engineering Transportation Planning ITS Traffic Signal Design/ Synchronization Matt Wages, PE Project Manager 80 25% David Huynh, PE Senior Advisor 70 3% Allison Palumbo, PE Technical Lead 120 35% Gabriel Murillo, TE Integration Lead 40 12% Tiffany Symes Implementation Support 80 25% VENDOR QUALIFICATIONS 6 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 26 6 VENDOR QUALIFICATIONS Firm Profile Iteris, a publicly-traded corporation (NASDAQ: ITI), is the market leader in applying informatics solutions to the transportation industry since 1987. Iteris’ 450 staff have decades of expertise in traffic management, supplying superior services and dynamic products that help detect, measure, and manage traffic and vehicular performance; minimize traffic congestion. Iteris empowers clients with services that benefit their understanding of their transportation networks through data driven solutions. The firm is headquartered in Santa Ana, CA, our local office is in Oakland, CA and we have nationwide coverage. Iteris team members are experts in the fields of transportation planning, traffic engineering and ITS. Knowledge of these practice areas enables the Iteris to provide comprehensive services ranging from initial traffic impact studies, transportation modeling, planning, systems engineering, and detailed design, through implementation and performance monitoring. Iteris combines the knowledge of transportation engineers, systems engineers, system integrators, software engineers and transportation planners to offer an unmatched combination of talent and experience that supports our products and services. Local Office Address Iteris, Inc. 1999 Harrison Street, Suite 2125, Oakland, CA 94612-3520 Years in Business 33 Proposal Contact Person Matt Wages, PE Project Manager mwages@iteris.com (510) 356 0010 CORE DISCIPLINES Iteris was founded based on the principle of providing quality solutions on time and within budget. Committed to the transportation industry, Iteris applies in-depth knowledge to solve the most challenging problems associated with the movement of people and goods to enhance a growing economy. Iteris delivers precise solutions that meet customer needs in the following areas: ITS & Engineering Mobility & Analytics Data Insights Smart Communities Connected & Autonomous Vehicles Integration, Operations & Maintenance Advanced Traveler Information Systems Commercial Vehicle Operations Iteris has an estimated 15,500 customers, providing municipalities and government agencies around the world with the necessary design, real-time analytics, and actionable informatics to improve mobility with our communities and ready our roadways for connected/autonomous vehicles and smart cities. Iteris operates in three reportable segments: Transportation Systems, Roadway Sensors, and Agriculture and Weather Analytics (AWA). VENDOR QUALIFICATIONS 6 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 27 Iteris is the market leader in emerging Internet of Things (IoT) for transportation infrastructure and are trusted advisors to 20 countries, 50 State Departments of Transportation, 1,000+ counties, and 10,000+ municipalities. For software services, Iteris has over 25 clients, including countries, large states, regions, counties and municipalities. We support a number of regional, county, and municipalities with Iteris SPM and other performance analytics tools that match South San Francisco’s requirements. Iteris also has a commercial vehicle operations software practice under the leadership of the same team that supports Iteris SPM. Iteris also utilizes innovative solutions to provide professional meteorological services and road weather maintenance informatics to 15 State DOTs. Additionally, as an agency of record for the Federal Highway Administration (FHWA), Iteris has been awarded more than $85 million since 2001 to train State DOTs and local agencies on safer, more efficient and smarter transportation systems. VENDOR QUALIFICATIONS 6 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 28 Recent Similar Project Experience Iteris is well known within the industry and has a long history of successful projects similar in scope for several California agencies. With a proven track record of on-time, within-budget performance, Iteris encourages the City to verify with the references provided for the project qualifications provided. Iteris has initiated over 1,000 ITS/Engineering and Planning projects within the last five years for a wide range of public and private entities including local agencies, counties, MPO, and Caltrans. Approximately 70% of these projects represent repeat clients - a testament to Iteris’ ultimate goal of client satisfaction. IRVINE CITYWIDE SIGNAL PERFORMANCE MEASURES (SPM) PROJECT – IRVINE, CA Reference Sally Nguyen, Associate Engineer, City of Irvine, (949) 724-7366, snguyen@cityofirvine.org Staff Tiffany Symes, Allison Palumno Duration 1/2019 – 4/2021 Number of Intersections 180 Budget $120,100 Iteris is currently providing our cloud-based Iteris SPM software to the City of Irvine, allowing City staff to access SPM metrics through their web browsers along with support and maintenance including free monthly updates of our software with zero downtime. As part of our solution implementation, Iteris collected a list of signal IDs and IP addresses from the City to enable Iteris SPM data collection; performed field work documenting phase and detection layouts, and inputting information into the format required by Iteris SPM; installed a data collection utility on one of the City’s servers within the City’s network; enabled high-resolution data logging on the City’s controllers; regularly updated intersection metadata to collect information from new detectors; troubleshot controllers that are not logging high-resolution data; and configured the City’s preexisting UDOT open-source ATSPM system to not delete data logs so that Iteris SPM could obtain the data in parallel. Since Irvine City staff were previous users of the open-source UDOT ATSPM software and familiar with the basics of SPM data and charts, Iteris conducted a live, 1-hour, in-person walkthrough of Iteris SPM with the City’s personnel to showcase navigation and discuss how to use each performance measure chart. VENDOR QUALIFICATIONS 6 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 29 The City uses Iteris SPM regularly for before-and-after studies. Under a separate task order, the City hired Iteris to evaluate Econolite’s adaptive system (Edaptive) using Iteris SPM. In this first phase of this evaluation, Iteris implemented the traffic signal timing plans recommended by the adaptive system and studied the impact. In the second phase, the City turned on the adaptive system for a period of time and Iteris used Iteris SPM to study the impact. Under separate task orders, Iteris performed a related service of installing Iteris TS-2 Interface Modules (IM) at dozens of Irvine intersections so that 64 channels of detection could be brought to the controller and into Iteris SPM. Project Relevance: One difference between the solution provided to Irvine and the solution proposed for the City of South San Francisco is that, for 150 of Irvine’s intersections, Irvine provided the required intersection metadata for Iteris SPM without Iteris staff having to do field work. Iteris’ proposal for South San Francisco includes doing field work to collect the phase, approach, and detection information required by Iteris SPM. The City of Irvine SPM project does not currently include ClearGuide or NetScene, which have been included for the City of South San Francisco proposal to meet needs around travel time and communications monitoring. Our solution was implemented on time and within budget and is still currently being used by the City of Irvine, with plans to add additional intersections through various signal timing projects over the next few years. No hardware was provided as part of the Iteris SPM contract. The City of Allen purchased Iteris SPM citywide as a year-to-year subscription which includes support and maintenance. The City upgraded some intersections to Iteris Vector Next hybrid sensors during the process which were configured for SPM. For intersections that were not upgraded with new detection, the City purchased IM modules to be able to capture all 64-channels of detection. Iteris personnel worked with City staff to configure detection at each intersection. The configuration included drawing new detection zones and programming them in the controller. These zones were documented in the SPM metadata for upload into the system. Cloud-hosted Iteris SPM software was provided to the City. Iteris provided six hours of onsite training in which citywide intersections were evaluated using Iteris SPM while City personnel were exposed to navigating the tool and understanding corresponding charts. As a before-and-after study, the City was experiencing complaints regarding Phase 4 being skipped at different times of the day; Vehicles present on the skipped phase showed up as high “Wait Times” on the Wait Time SPM Chart so it was validated that vehicles were present when the phase was skipped. This was most likely due to an algorithm bug in the controller so the City tried different phasing alternatives and used Iteris SPM to determine if the problem was solved after implementation. Project Relevance: This is the same solution that is currently being proposed for the City of South San Francisco. In addition, ClearGuide for travel times and NetScene for communications metrics were also utilized. Our solution was implemented on time and within budget and is still currently being used by the City of Allen. ALLEN CITYWIDE SIGNAL PERFORMANCE MEASURES (SPM) PROJECT – ALLEN, TX Reference Asma Tuly, Traffic Engineer, City of Allen, (214) 509-4584, atuly@cityofallen.org Staff Allison Palumno Duration 9/2019 – 10/2020 Number of Intersections 62 Budget $39,260 VENDOR QUALIFICATIONS 6 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 30 The City of Lakeland, through its Police Department and its Traffic Operations and Parking Services (TOPS) Division, desires to move closer to Vision Zero by implementing initiatives that help prevent crashes and save lives. The City believes that an intersection safety pilot project initiative, called iCASP, is the best way to achieve their goal of fewer crashes and more lives saved. The City also believes that the addition of advanced detection at the intersection, to monitor vehicles and their speeds in the “dilemma zone”, will result in a reduction of intersection collisions caused by red-light runners. The objective of iCASP is to save lives by reducing crashes at signalized intersections, focusing on motorists’ red-light approaches, in addition to other behaviors. A limited number of intersections with a high resolution controller, advanced dilemma zone detection, and a red-light camera system will be monitored by Advanced Traffic Signal Performance Measures (ATSPM). Use of ATSPM for a period of data collection and ongoing operations will help determine where safety issues exist, such as with many late yellow and red arrivals, and when and where iCASP should be deployed. The Iteris Vector video and radar detector system was chosen for deployment. This system provides the typical measures of effectiveness protocols such as: arrival on green and red; occupancy; queuing; pedestrian crossings; phasing data; and pre-empts. Further, the “Vector” component, provides advance detection for speed and distance; general extension capabilities; and dilemma zones. SPM data has been collected from high resolution Econolite Cobalt controllers at four intersections in Lakeland from late January 2019 onward. An initial two hour training webinar was provided as well as occasional one-on-one follow-ups as they are requested. As a before-and- after study, SPM data was compared to red light running camera video at implemented intersections for ground truth comparison and was found to be 100% accurate. Project Relevance: This is a similar solution that is being proposed for the City of South San Francisco. Though only Iteris SPM and Vector hardware is currently being utilized for Lakeland. ClearGuide for travel times and NetScene for communication metrics were not proposed. Our solution was implemented on time and within budget and is still currently being used by the City of Lakeland. LAKELAND SIGNAL PERFORMANCE MEASURES (SPM) FOR INTERSECTION COLLISION AVOIDANCE SAFETY PROGRAM (ICASP) – LAKELAND, FL Reference Angelo Rao, Manager of Traffic and Parking Operations, City of Lakeland, (863) 834-3492, angelo.rao@lakelandgov.net Staff Allison Palumbo (Advisor) Duration 2/2019 – 2/2020 Number of Intersections 4 per year Budget $5,625 SYSTEM REQUIREMENTS 7 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 31 7 SYSTEM REQUIREMENTS As requested per the City’s RFP, Iteris has completed the following System Verification and Requirements Form and has responded to every requirement listed. Table 2 – ATSPM System Verification and Requirements Form MTC IDEA Category 1 City of South San Francisco ATSPM Test Case Descriptions Appendix A ATSPM System Verification Test Case 1: Product submittal review Test Case 2: Product demonstration Test Case 3: Field observations Test Case 4: Contract documentation Requirement No. Requirement Text Required (R) / Desired (D) Test Case Verification Method Test Location Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met Signal Performance Measures General SPM 1 The system shall use the high resolution (tenth of second) data enumerations detailed in Tables 4.1 to 4.9 in the document "Performance Measures for Traffic Signal Systems, An Outcome-Oriented Approach" 2014 R 2 Demonstration of software Bench x 1.1 The system shall use high resolution data enumerations from the controllers operating D4 software R 2 Demonstration of software Bench x 1.2 The system shall use high resolution data enumerations from the controllers operating Kadence adaptive signal system R 2 Demonstration of software Bench x 2 The system shall provide intersection-level metrics for locations equipped with detection as listed below: N/A 2.1 Delay per vehicle approach/phase R 2 Demonstration of software Bench x 2.2 Approach speed D 2 Demonstration of software Bench x 2.3 Volume per approach/phase R 2 Demonstration of software Bench x 2.4 Number of arrivals on red R 2 Demonstration of software Bench x 2.5 Percent arrival on red D 2 Demonstration of software Bench x 2.6 Number of arrivals on green R 2 Demonstration of software Bench x 2.7 Percent arrival on green (Purdue coordination diagram) R 2 Demonstration of software Bench x 2.8 Platoon ratio R 2 Demonstration of software Bench x 2.9 Bicycle volume per approach/phase D 2 Demonstration of software Bench x 2.10 Pedestrian actuations per phase D 2 Demonstration of software Bench x 2.11 Pedestrian delay per phase D 2 Demonstration of software Bench x 2.12 Number of emergency vehicle preemption events per approach D 2 Demonstration of software Bench x 2.13 Duration of emergency vehicle preemption events per approach D 2 Demonstration of software Bench x 2.14 Number of vehicles entering intersection on yellow indication per approach D 2, 3 Demonstration of software / visual inspection Field/Bench x 2.15 Number of vehicles entering intersection on red indication per approach D 2, 3 Demonstration of software / visual inspection Field/Bench x 2.16 Phase split monitor R 2 Demonstration of software Bench x 2.17 Reason for phase termination (gap out, max out, force off) D 2 Demonstration of software Bench x 2.18 Detector red occupancy ratio during the first five seconds of red for that phase (ROR5) R 2 Demonstration of software Bench x 2.19 Coordination mode status/summary D 2 Demonstration of software Bench x 2.20 Queue length (based on detector input) D 2 Demonstration of software Bench x 2.21 Vehicle turn movement counts R 2 Demonstration of software Bench x Reports 3 The system reports shall be in the following formats: N/A 3.1 Graphs D 2 Demonstration of software Bench x 3.2 Tables D 2 Demonstration of software Bench x 3.3 CSV R 2 Demonstration of software Bench x SYSTEM REQUIREMENTS 7 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 32 Requirement No. Requirement Text Required (R) / Desired (D) Test Case Verification Method Test Location Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 3.4 XLS R 2 Demonstration of software Bench x 3.5 PDF D 2 Demonstration of software Bench x 3.6 MS Word D 2 Demonstration of software Bench x This requirement is not currently met 4 The system shall provide real time (within 15 minutes) reports. R 2 Demonstration of software Bench x 5 The system shall provide historical reports. D 2 Demonstration of software Bench x 6 The system shall provide reports based on cycle by cycle data R 2 Demonstration of software Bench x 7 The system shall provide reports based on user-defined query for performance measure and time period D 2 Demonstration of software Bench x 8 The system shall provide reports that compare current data to historical data D 2 Demonstration of software Bench x 9 The system shall calculate average arrivals on green per intersection in network D 2 Demonstration of software Bench x 9.1 The system shall calculate corridor average arrivals on green D 2 Demonstration of software Bench x This functionality is planned for release in summer 2020 10 The system shall calculate average arrivals on red per intersection in network D 2 Demonstration of software Bench x 10.1 The system shall calculate corridor average arrivals on red D 2 Demonstration of software Bench x This functionality is planned for release in summer 2020 11 The system shall calculate average delay per intersection. D 2 Demonstration of software Bench 12 The system shall calculate a split failure count per intersection in network D 2 Demonstration of software Bench x 13 The system shall develop automated reports for user-defined measures R 2 Demonstration of software Bench x 14 The system shall develop automated reports for user-defined time period R 2 Demonstration of software Bench x 15 The system shall generate point-to-point travel time calculations (within 15 minutes of capture) between intersections equipped with necessary detection D 2 Demonstration of software Bench x This functionality is provided through 3rd party travel times, which do not require any hardware 16 The system shall compare current travel time to historical travel time at that time of day D 2 Demonstration of software Bench x 17 The system shall provide reports on historic and real time alerts with alert time, alert notification, and alert resolution. D 2 Demonstration of software Bench x 18 The system shall highlight individual intersections that have experienced communication failures over a user specified date. R 2, 3 Demonstration of software / visual inspection Field/Bench x Alerts/Alarms 19 The system shall send alerts via text and email based on the following triggers: N/A 19.1 No communications to controller R 2, 3 Demonstration of software / visual inspection Field/Bench x 19.2 When controller is in Flash mode R 2, 3 Demonstration of software / visual inspection Field/Bench x 19.3 Detector actuations (user-defined) R 2, 3 Demonstration of software / visual inspection Field/Bench x 19.4 Phase max out (user-defined) R 2, 3 Demonstration of software / visual inspection Field/Bench x 19.5 Approach delay (user-defined) D 2 Demonstration of software Bench x 19.6 Queue length (based on detector input) D 2, 3 Demonstration of software / visual inspection Field/Bench x 19.7 Any input/output user configured as an alert D 2 Demonstration of software Bench x 20 The system shall report the status of the communications link R 2 Demonstration of software Bench x 21 The system shall report the health of the detectors based on: N/A 21.1 User-defined activity (too many actuations) D 2 Demonstration of software Bench x 21.2 User-defined inactivity (too few actuations) D 2 Demonstration of software Bench x Mapping 22 The user interface shall consist of a front page dashboard customizable by user R 2 Demonstration of software Bench x 23 The system shall show metrics in the form of a heat map for quick identification of issues. D 2 Demonstration of software Bench x 24 The system shall allow multiple saved views per user D 2 Demonstration of software Bench x 25 The system shall provide a map-based interface R 2 Demonstration of software Bench x SYSTEM REQUIREMENTS 7 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 33 Requirement No. Requirement Text Required (R) / Desired (D) Test Case Verification Method Test Location Met Partially Met Not Met Description of how Requirement is Met, Partially Met, or Not Met 26 The system shall allow the user to zoom and pan the map view R 2 Demonstration of software Bench x 27 The system shall interface with GIS and provide ability to customize map. D 2 Demonstration of software Bench x 28 The system shall provide ability to search for specific intersection from the map and from a list. R 2 Demonstration of software Bench x System Support and Management General Access 29 The system shall provide a minimum 20 concurrent logins for authenticated users. R 2 Demonstration of software Bench x 30 The system shall be fully accessible via the following: N/A 30.1 Windows-based desktop or laptop R 2 Demonstration of software Bench x 30.2 Mac-based desktop or laptop R 2 Demonstration of software Bench x 30.3 Tablet using Apple IOS, Google Android or Windows for mobile devices D 2 Demonstration of software Bench x Not all features are optimized for tablet viewing 30.4 Mobile phone using Apple IOS, Google Android or Windows for mobile devices D 2 Demonstration of software Bench x Not all features are optimized for mobile viewing 30.5 Chrome web browser R 2 Demonstration of software Bench x 30.6 Internet Explorer/Edge web browser R 2 Demonstration of software Bench x 30.7 Safari web browser D 2 Demonstration of software Bench x 30.8 VPN D 2 Demonstration of software Bench x 31 The system shall not interfere with existing central signal system and local controllers. R 2, 3 Demonstration of software / visual inspection Field (KITS)/Bench x 32 The system shall accommodate a minimum 50 intersections. R 1 Review product cut sheet/shop drawing Bench x General Data 33 The system shall provide access to high resolution traffic data for a period of three years. D 2, 4 Demonstration of software / Contract requirement Bench x 34 The system shall provide access to logs, alarms and reports for a period of at least three years. R 2, 4 Demonstration of software / Contract requirement Bench x 35 The system shall archive all traffic data after three years. R 2, 4 Demonstration of software / Contract requirement Bench x Security 36 The system shall work within the South San Francisco's firewall and abide by cyber security requirements R 2, 4 Demonstration of software / Contract requirement Bench x 37 The system shall support authentication of individual users via user names and passwords R 2 Demonstration of software Bench x 38 The system shall provide varied levels of data access and analytic functionality based on user type R 2 Demonstration of software Bench x COST PROPOSAL 8 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 34 8 COST PROPOSAL As request per the City’s RFP, Iteris’ completed Cost Proposal Form is provided in Table 3. Table 3 – Cost Proposal Form LITIGATION 9 South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 35 9 LITIGATION From time to time, Iteris, Inc. (Consultant) has been involved in litigation relating to claims arising out of its operations in the normal course of business. Consultant is currently not a party to any litigation, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on its consolidated results of operations, financial position, or cash flows. As a public company, Consultant is required to disclose such material matters in its SEC filings. Consultant’s SEC filings can be found on Consultant’s website (URL: https://iterisinc.gcs-web.com/financial-information/sec-filings). Notwithstanding the foregoing and to be responsive to this question, the proposing Consultant is/was involved in the following litigation matters: (1) In 2018, Heather Dib v. County of Los Angeles, et al., Case No. BC612155, filed in the County of Los Angeles Superior Court of California. Plaintiff contended that, due to the height of the curb violating applicable building codes, plaintiff sustained injuries to her ankle when stepping off a curb at the emergency room of a medical center in Los Angeles. Plaintiff dismissed Consultant from the lawsuit with no liability to Consultant, the matter is closed. (2) In 2017, Mary Cheney, Surviving Spouse of Decedent Eric Cheney v. City of Killeen, et. al, Cause No. 286,720-C, filed in the District Court of Bell County, Texas. The surviving spouse contends wrongful death arising from a motorcycle/vehicular accident, alleging negligence in the cause of death of plaintiff’s spouse based upon a phase change in the operation sequence of an intersection traffic signal. The matter is currently in the appeals process in the Court of Appeals by plaintiff after the District Court dismissed Consultant and other defendants. (3) Around 2012, a lawsuit was filed alleging inverse condemnation and negligence against various defendants for a prior project related to construction support services. The matter settled and proposing Consultant was fully released of its liabilities. APPENDIX A South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 36 APPENDIX A RESUMES • Matt Wages, PE • David Huynh, PE • Allison Palumbo, PE • Gabriel Murillo, TE • Tiffany Symes MATT WAGES, PE Project Manager Innovating Through Informatics™ Iteris, Inc. | 1 Mr. Wages serves as a Senior Engineer for Iteris’ Transportation Systems division and has been with the firm since August 2019. He has more than 11 years of hands-on technical and project management experience in many areas of Intelligent Transportation Systems (ITS), traffic engineering and design, traffic signal timing and systems integration. Mr. Wages’ main focus is in the areas of advanced technologies for ITS, transportation management systems, communications networks, Closed-Circuit Television (CCTV) systems, Bus Rapid Transit (BRT) and Transit Signal Priority (TSP), and railroad and Emergency Vehicle Preemption (EVP). His wide range of skills focuses on the planning, design, deployment and integration of advanced technologies and electrical systems for transportation management. Matt is an experienced wild mushroom forager and enjoys road-tripping with his wife and dog in their van. Previous Project Experience Program for Arterial System Synchronization (PASS), Metropolitan Transportation Commission (MTC) – San Francisco Bay Area, CA Mr. Wages served as a Project Engineer for multiple PASS programs. He worked with the Metropolitan Transportation Commission (MTC) and Caltrans to provide traffic signal timing and operations services to various agencies in the Bay Area under the PASS. Services included review of base signal timings and actuated settings, review of collision history and timing parameters to help reduce collisions, and development of signal coordination plans for AM, midday, and PM peak periods. In addition, the projects include development of incident management plans, development of transit signal priority (TSP) timing, development of traffic responsive timing, and transit evaluation. The PASS program is ongoing. AC Transit Line 97 South County Corridors Transit Performance Initiative (TPI) Project Adaptive Traffic Control System (ATCS) – Hayward to San Leandro, CA Mr. Wages served as Project Engineer and system integration lead working with AC Transit to deploy the Kadence adaptive system at 34 intersections along the Hesperian Boulevard corridor from San Leandro to Hayward as part of a larger program of improvements for Line 97 that involved deploying transit signal priority (TSP) and other infrastructure and signal timing improvements at 61 traffic signals. The entire Line 97 route is 13 miles long and runs between the Bayfair BART station and the Union City BART station along Hesperian Boulevard, Union City Boulevard, Alvarado-Niles Road, and Decoto Road. In addition to significant commuter and local traffic, the corridor frequently experiences traffic diverting off I-880 and significant volume fluctuations when incidents occur along the freeway. The adaptive system will allow the signal timing to respond to the volume fluctuations along the corridor and improve overall signal operations. In addition, the adaptive system will provide transit priority along the corridor to enhance bus operations for the Line 97 route. Mr. Wages and team were responsible for furnishing, installing, integrating, and testing all software and hardware for an operational adaptive system for the project intersections. This project was accepted in spring of 2019. EDUCATION BS, Civil Engineering, California State Polytechnic University, San Luis Obispo, CA, 2008 YEARS OF EXPERIENCE With Iteris: <1 Total: 11 REGISTRATIONS Civil Engineer (PE) CA #82548, 2014 WORKPLACE LOCATION Oakland Office CORE DISCIPLINES ITS Planning/Design/Integration Traffic Engineering & Operations Signal Systems Operations & Management Transit AFFILIATIONS Institute of Transportation Engineers (ITE) ITS California Did you know? MATT WAGES, PE Project Manager Innovating Through Informatics™ Iteris, Inc. | 2 San Mateo Smart Corridor Incident Response and Coordination Project, City/County Association of Governments of San Mateo County (C/CAG) – San Mateo County, CA Mr. Wages served as Project Engineer and worked with C/CAG, in conjunction with Caltrans and local agencies in San Mateo County to develop and implement incident response signal timing for 250 signals on various “alternate” routes to US-101. The Smart Corridor Program was established to enable stakeholders to implement traffic management strategies through ITS on state and local roadways. Through the Smart Corridor Program, deployment of the necessary ITS field devices, signal systems upgrades, and system integration allows Caltrans and the local agencies to strategically and proactively manage changes in traffic demand on the local roadways. The scope of services include collecting traffic data, developing incident response strategies and framework, preparing signal timing and simulation models, developing incident response timing, and implementation of signal timing, including the upgrade and cutover of local agency controllers. San Ramon Intelligent Transportation System Master Plan – San Ramon, CA Mr. Wages served as Project Engineer for the City of San Ramon to develop their ITS Master Plan. The primary goal of the plan is to establish a clear roadmap for systematic ITS implementation, outline opportunities for utilizing new, advanced technology, and to equip the City with the tools to be a forward-thinking partner in the region. This effort includes assisting the City with identifying new signal equipment, communications infrastructure, traffic signal controller hardware and firmware, video system, traveler information components, and completing a citywide communications plan. The plan completed in early 2019. Charter Way Bus Rapid Transit (BRT) Phase IV – City of Stockton, CA Mr. Wages served as Project Engineer for the design and integration of the fourth phase of the City of Stockton’s and San Joaquin Regional Transit District’s (SJRTD) BRT system. The project included traffic signal modifications and installation of Transit Signal Priority (TSP) treatments at 16 intersections along Charter Way. The BRT alignment included Caltrans intersections located at I-5 and on CA-4 requiring securing encroachment permits from Caltrans for the BRT work to be done on their right-of-way, as well as completing the Request for Authorization (RFA) package for construction. Project elements included new advanced traffic controllers and cabinets, CCTV systems, TSP system elements, including optical and GPS-based equipment, ADA improvements, and the development and implementation of signal timings with TSP. The project converted all traffic signal databases to the new advanced traffic controllers, prepared and implemented new coordinated signal timings, bench tested all the new traffic controllers with TSP, programmed, tested, and calibrated the TSP equipment in the field, and deployed the new controllers at the project intersections. The design phase of the project was completed in 2017 with final integration completed in early 2019. Regional Transportation System Enhancements – City of San Rafael, CA Mr. Wages served as Project Engineer for this project, and lead the electrical design, field implementation, and system integration tasks. The RTSE project prepared detailed PS&E documents for traffic and civil improvements in the San Rafael downtown area in preparation for the arrival of the SMART commuter rail system. This federally funded project was administered through Caltrans Local Assistance. The project required coordination with the City, Caltrans, SMART, and the City’s traffic signal system vendor, on the planning and design for this project. For the traffic improvements, the project prepared detailed designs for traffic signal modifications including new traffic controllers, cabinets and foundations, pedestrian signals, traffic monitoring cameras, fiber optic traffic signal interconnect, a wireless backhaul system, and railroad preemption. 65th Street, Power Inn Road and Fruitridge Road Traffic Light Signal Priority (TLSP) – City of Sacramento, CA Mr. Wages served as Project Engineer on this signal timing and integration project. The project prepared new controller databases including coordinated signal timings for the conversion of 38 traffic signals to Model 2070s with D4 firmware along 65th Street, Fruitridge Road, and Power Inn Road. The project involved full conversion of controller databases from several different existing firmwares to D4 firmware. The project prepared all of the new D4 databases, downloaded the databases to the controllers, bench tested all of the controllers and assisted in the field cutover/installation of the new controllers. DAVID HUYNH, PE Senior Advisor Innovating Through Informatics™ Iteris, Inc. | 1 Mr. Huynh serves as an Associate Vice President of Iteris’ Transportation Systems and has been with the firm since June 2014. He brings over 23 years of transportation experience having worked in both the public and private sectors with a focus on traffic engineering, design, Intelligent Transportation System (ITS), operations, signal systems, communications design, Transit Signal Priority (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. David is an outdoor enthusiast and enjoys traveling with his spare time. Project Experience SR85/SR87 Signal Re-timing – City of San Jose, CA Mr. Huynh was Lead Engineer for a project that re-timed 15 signal groups comprising of 114 signalized intersections in southern San Jose. Prepared and supervised other engineers in the preparation of coordinated signal timings using the Quick-7F preprocessor and TRANSYT-7F software. Developed timing plans for Traconex TMP-390 controllers and implemented the timing plans through the City’s Series 2000 central signal system. Following entry of the initial timings, worked with city staff to field fine-tune the timing parameters. As part of the project, also provided a series of training seminars to San Jose staff on signal timing fundamentals and use of signal optimization software. Guadalupe Signal Retiming – City of San Jose, CA Mr. Huynh was Lead Engineer for a project to re-time 90 signals in the City of San Jose, including the entire downtown San Jose area and all signals along the Guadalupe LRT corridor. Prepared and supervised other engineers in the preparation of coordinated signal timings using the Quick-7F and TRANSYT-7F software. Managed and reviewed work of sub-consultant. The timing plans were developed for the Traconex TMP-390 for all non-light-rail signals and implemented through the City’s Series 2000 central signal system. Timing plans will be developed for the Vector controller for all light-rail signals and implemented through the Signal Management System (SMS) central system. Worked closely with City staff to field fine tune the timing parameters. As part of the project, provided a series of training seminars for City staff on signal timing fundamentals, procedures and application of various signal timing software (including TRANSYT-7F, Quick-7F, and Synchro), and Series 2000 central signal system. AC Transit Line 97 Transit Performance Initiative (TPI) Project – Cities of San Leandro, Hayward, Union City and Alameda County, CA Mr. Huynh served as Project Manager to complete the Systems Engineering (SE) process and the subsequent project design for the deployment of a Transit Signal Priority (TSP) and an Adaptive Signal Control Technology (ASCT) system along AC Transit’s Line 97 that runs between the Bayfair BART station (San Leandro) and the Union City BART station. EDUCATION MS, Civil Engineering (Transportation), University of California, Berkeley, 1995 BS, Civil Engineering, University of California, Irvine, 1994 YEARS OF EXPERIENCE With Iteris: 5 Total: 23 REGISTRATIONS Civil Engineer (PE) CA #60230, 2000 WORKPLACE LOCATION Oakland Office CORE DISCIPLINES Signal Systems Operations & Management ITS Planning & Design Traffic Engineering & Operations Design PS&E AFFILIATIONS Institute of Transportation Engineers (ITE) ITS California Did you know? DAVID HUYNH, PE Senior Advisor Innovating Through Informatics™ Iteris, Inc. | 2 Project stakeholders include MTC, AC Transit, Caltrans, Alameda County, and the cities of San Leandro, Hayward, and Union City. The SE process included the development of user needs, a ConOps report, system requirements, verification plan, and validation documents. The end product of the SE process was the development of procurement documents to select and deploy an adaptive signal control system along the Hesperian Blvd portion of the Line 97 route and TSP along the entire route. The project design included the installation of upgraded intersection detection, installation of new and upgrade of existing traffic signal communications, installation of TSP infrastructure, and bus stop relocations and improvements. The SE phase of project began in November 2014 and was completed in 2016. The design and implementation phase of the project began in January 2017 and was completed in December 2018. Program for Arterial System Synchronization (PASS) and Regional Signal Timing Program (RSTP), Metropolitan Transportation Commission (MTC) – San Francisco Bay Area, CA Mr. Huynh serves as Project Manager on this regional program that provides technical assistance to Bay Area agencies to improve the safety and efficiency of arterial operations in the region. Mr. Huynh is responsible for the development of optimized signal timing plans for a number of agencies through the nine-county Bay Area. The projects include the analysis, deployment and fine-tuning of optimized signal coordination plans for both weekday and weekends. Fremont Boulevard Adaptive Traffic Signal System – City of Fremont, CA Mr. Huynh served as Project Manager to complete the Systems Engineering (SE) process for the deployment of an adaptive signal control system along a 2.2 mile stretch of Fremont Boulevard. The SE process includes the development of user needs, a Concept of Operations report, and system along a 2.2 mile stretch of Fremont Boulevard. The SE process includes the development of user needs, a Concept of Operations report, system requirements, verification plan, and validation documents. The end product of the SE process was the development of a procurement document to select and deploy an adaptive signal control system. The project began in November 2014 and completed in 2017. V2I Approach to Conditional Transit Priority – Cities of Walnut Creek and Concord, CA As a project within MTC’s IDEA program, Mr. Huynh serves as Project Manager to complete the Systems Engineering (SE) process for the deployment of a conditional transit priority system utilizing a connected vehicle application and DSRC communications. The SE process includes the development of the Concept of Operations, system requirements, and verification plan. The end product of the SE process is the development of a procurement document to select and deploy a CV- based conditional TSP application operating between County Connection buses and approximately 40 traffic signals in Walnut Creek and Concord. San Mateo Smart Corridor Incident Response Timing Plans, City/County Association of Governments of San Mateo County (C/CAG) – San Mateo County, CA Mr. Huynh serves as Project Manager to develop incident response signal timing plans for designated alternate reliever routes to accommodate and manage diverted traffic due to an incident condition along the US 101 corridor in San Mateo County. The development of incident response timing plans is one of the final elements in the Smart Corridor program to implement Intelligent Transportation System (ITS) strategies (signal control systems, Closed-Circuit Television (CCTV) cameras, trailblazer signs, and communications infrastructure) along key arterial corridors to provide improved coordinated operation of the freeway and arterial systems. Part of the incident timing plan development also includes development of a framework for incident response as well as an operations manual to be used by Caltrans TMC staff during an incident response. The project began in March 2014 and completed in June 2016. Advanced Traffic Management System (ATMS) – City of Stockton, CA As Project Engineer, Mr. Huynh designed and implemented an integrated traffic management system which involved the development of a Master Plan to integrate the ATMS between several agencies including Caltrans and the County of San Joaquin. The plan included an analysis and comparison of alternatives for traffic signal systems and Intelligent Transportation System (ITS) elements, a data communications network to support these systems, and the essential elements for system integration. ALLISON C. PALUMBO, PE Technical Lead Innovating Through Informatics™ Iteris, Inc. | 1 Ms. Palumbo serves as a Senior Engineer for Iteris’ Transportation Systems division and has been with the firm since September 2017. She has over 19 years of experience in traffic signals utilizing a unique skill set that includes both traffic engineering and extensive knowledge of traffic signal hardware including controllers and detection systems. Ms. Palumbo’s traffic operations research background with the Texas A&M Transportation Institute specializes in diamond interchange operation which she has used to implement diamond operation throughout Texas. She has also written traffic signal controller and video detection specifications for TxDOT and served as technical support for all TxDOT districts. Ms. Palumbo’s experience as a distributor for traffic signal controller manufacturers has made her an expert at utilizing specialized controller functionality to optimize signalized intersection operation including traffic responsive and adaptive control. She has developed and taught training courses with a focus on teaching traffic engineering to signal technicians and controller programming to engineers in order to bridge the gap and establish communications between traffic engineers and signal technicians within an agency. Ms. Palumbo has been paramount in the development of the Iteris Signal Performance Metric (SPM) tool through the design of each of the charts and metrics. Allison is an experienced dog breeder and breeds German Shorthair Pointer hunting dogs. Project Experience Traffic Signal Retiming and Monitoring using Signal Performance Measures (SPM) – City of Georgetown, TX Ms. Palumbo serves as the technical lead for the Iteris SPM services contract with Georgetown, Texas. As part of a controller upgrade project, Allison developed and installed optimized signal timing and phasing in the controllers. Allison used the Iteris SPM tool to collect turning movement counts and also to fine-tune the signal timing, as results from changes could be seen quickly from the SPM charts. The Iteris contract includes continuously supporting the operation of the Williams Drive corridor renewable annually. As part of this contract, Allison continues to monitor operation and maintenance alerts generated by Iteris SPM, adjust alert thresholds as needed, respond to operational alerts based on trends, adjust controller timing parameters to bring intersection back into tolerance (to meet alert thresholds), and notify Georgetown staff of maintenance issues (including detection/ped button malfunction). This project began in July 2018 and is renewable annually. University Drive Holiday Timing using Signal Performance Measures (SPM) – City of Round Rock, TX Ms. Palumbo served as the technical lead to respond to the City of Round Rock’s last minute need for event signal timing near a heavy traffic outlet mall over the winter holidays. Ms. Palumbo led a team that set up an SPM system for the City, programmed the needed detectors for the SPM charts, collected counts from the SPM tool, and developed and implemented signal timing for the corridor within one week. The signal timing was fine-tuned in the field using SPM charts for insight throughout the holiday season. This project began and ended in December 2018. EDUCATION MS, Civil Engineering, Texas A&M University, College Station, TX, 1995 BS, Civil Engineering, Texas A&M University, College Station, TX, 1994 YEARS OF EXPERIENCE With Iteris: 1.5 Total: 19 REGISTRATIONS Civil Engineer (PE) TX #85522, 1999 WORKPLACE LOCATION Austin Office CORE DISCIPLINES Traffic Engineering & Operations AFFILIATIONS Institute of Transportation Engineers (ITE) Did you know? ALLISON C. PALUMBO, PE Technical Lead Innovating Through Informatics™ Iteris, Inc. | 2 Database Conversion and Signal Timing, Texas Department of Transportation (TxDOT) – San Antonio, TX Ms. Palumbo serves as the technical lead for the conversion of 197 traffic signal controller databases to Econolite Cobalt controllers. She leads a team that inventories the existing signal infrastructure, documents the existing phase layout and records the controller programming at each intersection. The new Cobalt databases are developed in Centracs then Ms. Palumbo QA’s each of them on the controller to ensure that they are programmed according to the intersection. Ms. Palumbo is part of a team that installs the controllers at the intersection and will verify operation in the field. As part of the project, new coordination timing was developed for 30 of the intersections. Fine-tuning of the new coordination plans was done during installation of the new controllers. This project began in July 2018 and is expected to be completed in June 2019. Traffic Responsive Design and Implementation, TxDOT – Houston, TX Ms. Palumbo developed a tool that graphically shows the effect of changes to each of the Traffic Responsive parameters and predicts the selection of patterns from the TR matrix using raw detector data from Centracs. The tool calculates and graphically displays the V+kO values for the system detectors and well as graphically displays the Cycle-Offset-Split values used for choosing matrix thresholds. Using this tool, she developed the Traffic Responsive Matrix and parameters for various arterial segments in the TxDOT Houston District. After implementation, the tool was used to adjust and refine the parameters for a successful Traffic Responsive system. This project began in September 2017 and completed in December 2017. Inspiration Signalization of Inspiration Road at Business 83 – Mission, TX Ms. Palumbo served as implementation coordinator for the traffic signal materials supplier of the Inspiration Road project which extended the road to cross Business 83. It was decided to run the diamond plus the two other intersections off of one controller. The 23 vehicle movements plus seven pedestrian movements meant the need for 30 load switches in a single cabinet. An ITS cabinet with three output files and a 40-phase Intelight TS-2 controller was used to operate the intersection. Ms. Palumbo was responsible for translating and adjusting plan set diagrams to functional controller. Ms. Palumbo coordinated shop testing the cabinet and all its components before it was delivered to the job site. At the field implementation, Ms. Palumbo optimized timings, verified controller programming and worked to troubleshoot loop detector functionality. The project was purchased from the supplier in July 2016 and completed in August 2017. Construction Timing and Implementation US-183 – Austin, TX Ms. Palumbo provided and implemented timings for diamond interchanges along the US-183 corridor during construction. US-183 through Austin is a heavily travelled route with congestion made worse by multiyear construction project to expand the freeway section. The construction involved lane shifting and lane closures at various diamond interchanges along the corridor throughout the project. To manage traffic, Ms. Palumbo and her team optimized the timings for the diamonds and adjusted them in the field for each major configuration change. The project began in July 2017 and is ongoing. Corridor Analysis for Adaptive Control – Austin, TX Ms. Palumbo served as the analyst for determining the feasibility of utilizing MaxAdapt for adaptive control along Lake Austin Blvd in Austin, Texas. She presented to City of Austin traffic engineers on the functionality and capabilities of MaxAdapt, Intelight’s adaptive control software. Ms. Palumbo designed how to use signal performance measures generated by high definition data from the controller.to determine the conditions along the corridor before and after implementation of adaptive control. The project began in January 2017 and completed in March 2017. Intelight MaxTime Diamond Interchange Operation Assessment – Austin, TX Ms. Palumbo served as the Diamond Operation Specialist in the assessment of Intelight’s MaxTime controller software. Ms. Palumbo analyzed the operation of MaxTime’s diamond programming for compliance to the specification by testing each sequence with detector actuations at varying points in the cycle in both free and coordinated operation to determine if the controller would progress through the appropriate sequence. She reported the discrepancies to the manufacturer and worked with them to make the appropriate changes to comply with the specification. After completing the testing, Ms. Palumbo developed the documentation for programming and use of diamond operation in MaxTime. The project began in June 2016 and completed in July 2016. GABRIEL MURILLO, TE Integration Lead Innovating Through Informatics™ Iteris, Inc. | 1 Mr. Murillo serves as a Vice President for Transportation Systems division and has been with the firm since September 2008. He has over 28 years of experience in Integrated Corridor Management (ICM), transportation systems design and analysis; Intelligent Transportation Systems (ITS) planning and design; traffic engineering; systems engineering, development and integration of real-time traffic systems utilizing system engineering practices. Mr. Murillo has served as Project Manager, Task Leader and Project Design Engineer on numerous projects. This includes providing regional-based signal timing analysis and deployment; and ITS-based traffic, transportation, transit priority and communications consulting systems engineering services to public agencies and transit operators. Mr. Murillo is an expert with (ICM) planning and implementation, traffic operations and has hands-on experience having worked in Traffic Management Centers (TMC) for over 15 years. He has managed over 2,400 intersections, designing and implementing safety and operational improvements. Mr. Murillo is an expert with Adaptive Traffic Control Systems (ATCS) having managed traffic control systems with over 1,000 traffic signal intersections operating with “Adaptive” functions. He is highly experienced in the design, development and integration of coordinated Advanced Traffic Management Systems (ATMS) and Transit Signal Priority (TSP) systems, and the design and implementation of systems for arterial, highway, and transit and highway-railroad grade crossings. These applications have included the use of systems engineering practices to design, deploy and integrate ITS elements, Advanced Transportation Management Systems (ATMS) and Advanced Traveler Information Systems (ATIS), TSP systems and Bus Rapid Transit (BRT) systems. Gabriel enjoys spending his spare time outdoors with his family. Project Experience Traffic Signal Synchronization (TSS) Project, Metropolitan Transportation Commission (MTC) – City of San Jose, CA Mr. Murillo served as a Timing Engineer in the deployment and fine-tuning of 6 peak period traffic signal timing plans in the City of San Jose along 4 of the project corridors. He reviewed and refined the designed timing plans during signal timing deployment with the City Timing Engineer. Mr. Murillo implemented advanced timing parameters for intersections with “Senior” pedestrian timing that required significant more time to cross at signalized intersections. This provided for the ability to keep the traffic signal operating in coordination. The project began in September 2016 and completed in July 2017. FHWA National Highway Institute, NHI #133123-Systems Engineering for Signal Systems Including Adaptive Control – National Highway Institute Mr. Murillo served as Lead Instructor and course developer for a 2-day course providing training for consultants and public agencies for adaptive system selection. The project developed four new courses centered around advanced traffic operations with Mr. Murillo leading the development of the EDUCATION MBA, University of California, Irvine, 2001 BS, Electrical Engineering, Loyola Marymount University, Los Angeles, 1991 YEARS OF EXPERIENCE With Iteris: 10 Total: 28 REGISTRATIONS Traffic Engineer (TE) CA #1843, 1995 WORKPLACE LOCATION Santa Ana Office CORE DISCIPLINES Integrated Corridor Management Traffic Engineering & Operations Adaptive Traffic Systems Transit Signal Priority Systems Communication Systems Systems Integration AFFILIATIONS Institute of Transportation Engineers (ITE) Orange County Traffic Engineering Council (OCTEC) Did you know? GABRIEL MURILLO, TE Integration Lead Innovating Through Informatics™ Iteris, Inc. | 2 course for NHI #133123-Systems Engineering for Signal Systems Including Adaptive Control that is centered on the successful selection and implementation of adaptive traffic control technology. Development of the course began in June 2012 and completed in June 2013. The course delivery began in September 2013 and has been delivered over 20 times throughout the country. Design of an Integrated Corridor Management (ICM) System for the Orange County Triangle, Caltrans District 12 – Orange County, CA Mr. Murillo serves as Deputy Project Manager leading the planning and design of the innovative Orange County Triangle ICM project involving the I-5, SR-91 and SR-57 freeways, known as the Platinum Triangle. The three freeways are heavily travelled with commuter traffic but also are located in an area with a high concentration of special events with multiple theme parks, baseball stadium, sports arena complex, convention center and other attractions including Disneyland. The goal of this project is to achieve a more efficient integrated transportation system with reductions in travel time, smoother traffic flow and reduction in emissions and fuel consumption resulting in a safe and efficient transportation facility through the design of upgraded ITS freeway elements such as HD video surveillance (CCTV), upgraded Changeable Message Signs (CMS), upgraded communication infrastructure, the state of the art network control system for Caltrans Lighting Poles, deployment of performance measure systems and several roadway modernization and safety improvement elements. This project will be upgrading all the ramp meter systems and traffic signal intersections at the ramp entry/exit points as well as developing the state of the art adaptive ramp metering algorithms. The project began in March 2017 and is scheduled to be completed in March 2021. ITS Master Plan, District Department of Transportation (DDOT) – Washington, DC Mr. Murillo served as Task Lead for the evaluation of an adaptive deployment in the District. This project task involved performing an in-depth feasibility study for the implementation of an Adaptive Traffic Control System (ATCS) in the District which included identifying arterial corridors that would benefit from an adaptive system as well as assisting District staff in selecting the ATCS that best suited the equipment installed in the field as well as the features desired. The project also involved developing preliminary cost estimate and implementation plan for the selected traffic adaptive system. The project began in August 2011 and completed in February 2012. Omaha Traffic Signal System Master Plan and System Manager – Omaha, NE Mr. Murillo served as Project Engineer for development of a Traffic Signal System Master Plan for the City of Omaha and the subsequent System Manager project. The master plan addressed major system components including traffic signal system hardware and software, communications infrastructure, location and functionality of a traffic management center, ITS field devices such as video cameras, traffic sensors, and arterial Dynamic Message Signs (DMS), integration with other systems such as transit and parking management, data sharing among key stakeholders, and the provision of traveler information to the public and other stakeholders. Systems engineering documentation included Project Plan, Systems Engineering Management Plan, ConOps and a Requirements and Verification Plan was integrated into the master plan process. The System Manager project consists of support of continued planning, design, deployment, construction, integration and acceptance testing of the Omaha Signal System upgrade including procurement of Advanced Traffic Management System (ATMS) hardware and software and other ITS components. The Traffic Signal System Master Plan began in January 2012 and completed in June 2013. The System Manager project began in November 2014 and completed in December 2017. Adaptive Traffic Control System (ATCS) System, Virginia Department of Transportation (VDOT) Mr. Murillo served as Technical Lead for the Adaptive Traffic System selection for the State of Virginia. Iteris was selected to evaluate 11 corridors and over 100 miles of arterial corridors for the potential implementation of adaptive system operations. The primary focus of the project was in the System Engineering process and document development for the adaptive system selection. Mr. Murillo provided technical support for the System Engineering Needs assessment and Requirements development. Mr. Murillo provided extensive support during the evaluation to ensure interoperability between VDOT’s controller software and the potential central adaptive system for the various corridors. Mr. Murillo managed all the technical elements of the project developing technical reports for the traffic operations analysis, available adaptive systems on the market, cost estimates and ongoing O&M of the systems. TIFFANY SYMES Implementation Support Innovating Through Informatics™ Iteris, Inc. | 1 Ms. Symes serves as Director of Products for the Analytics segment of Iteris Transportation Systems division, rejoining the firm in November 2016 (previously with Iteris from October 2011 – May 2014). She has 10 years of experience working in the fields of transportation analytics and visualization, with roles in consulting, data science and product management. Tiffany enjoys cycling, hiking, walking, and avidly tracks all her activity with her Fitbit. Project Experience SOFTWARE DEVELOPMENT Iteris ClearGuideTM Ms. Symes serves as the Product Manager for Iteris ClearGuide. ClearGuide is Iteris’ next generation performance measurement software for collecting, analyzing, visualizing, and predicting traffic conditions using a variety of sensor, 3rd party, and connected vehicle data sets. iPeMS Enhancements – Utah Department of Transportation (UDOT) Ms. Symes serves as the Technical Lead for the implementation of new enhancements for iPeMS for UDOT, including calculation of free-flow speeds, bottleneck algorithm enhancements, and implementation of a new algorithm for estimating the causes of congestion by roadway segment. iPeMS Enhancements – Oregon Department of Transportation (ODOT) Ms. Symes oversees the deployment of enhanced iPeMS features for ODOT, including an automated bottleneck algorithm, animated traffic visualizations, and integration of volume profile data for calculating delay-based performance measures. SmarterRoads Data Portal – Virginia Department of Transportation (VDOT) Ms. Symes serves as a Technical Lead on the development and maintenance of SmarterRoads for the Virginia Department of Transportation. SmarterRoads is a cloud-based data portal designed to share VDOT’s data sets, including connected vehicle data, with other agencies, research institutions, and the private sector. SmarterRoads launched in August 2017, and within 6 months gained more than 700 users and the project is ongoing. In her role, Ms. Symes oversaw the product design and user interactions. Iteris Signal Performance Measurement (SPM) Ms. Symes serves as the Product Manager for Iteris SPM. Iteris SPM is an interactive cloud-based visualization tool that helps agencies find and fix maintenance and operational issues at intersections. In this role, Ms. Symes defines the product road map and feature sets, interacts with users to gather requirements, and leads the software development. Iteris SPM was launched in October 2017 and is ongoing. EDUCATION Master of Information Management and Systems, University of California, Berkeley, 2015 BS, Civil Engineering, MIT, Cambridge, MA, 2009 YEARS OF EXPERIENCE With Iteris: 8 Total: 10 WORKPLACE LOCATION Santa Ana Office CORE DISCIPLINES Product Management Data Mining and Analytics Geospatial Data Analysis Data Visualization Performance Measurement Project Management Did you know? TIFFANY SYMES Implementation Support Innovating Through Informatics™ Iteris, Inc. | 2 Director of Product, Performance Analytics (November 2016-Current) • Propose and manage research and development activities for Iteris’ iPeMS transportation analytics software products • Subject matter expert on PeMS Advance features including NPMRDS data and MAP-21 system performance measure calculations, contributing to trainings for practitioners through the National Highway Institute (NHI) and leading the technical implementation of performance measures into PeMS • Define product strategies and roadmaps for Iteris’ transportation performance measurement software products • Lead the development of new features, design changes, and visualization improvements in iPeMS • Engage with customers to understand their needs, translate those into product improvements, and oversee implementation • Present Iteris’ transportation analytics and visualization work at conferences and industry events APPENDIX B South San Francisco Automated Traffic Signal Performance Measures System Iteris, Inc. | 47 APPENDIX B LICENSES/WARRANTIES HOSTED SERVICE LICENSE AGREEMENT Form Rev: 09/21/2018 Page 1 of 3 Iteris, Inc., a Delaware corporation, (“Iteris”) licenses the Iteris Signal Performance Measures Services (“Iteris SPM Services”) to the company, organization, educational institution, or agency, instrumentality, or department of the federal/state government that purchased a subscription to the Iteris SPM Services (the “Customer”) as set forth in this Hosted Service License Agreement (this “Agreement”), except to the extent that this Agreement is specifically modified or superseded by a separate written agreement duly executed by authorized representatives of Iteris and Customer. 1. Acceptance of Agreement. In order to access and use the Iteris SPM Services, Customer must have an active subscription to the Iteris SPM Services purchased under a purchase order, service agreement or contract (“Order”) specifying the time period over which access to the Iteris SPM Services is granted (“Subscription Term”) and incorporating this Agreement by reference. Customer accepts and agrees to the terms of this Agreement on Customer’s own behalf and/or on behalf of each individual (“End User”) that the Customer has authorized to access the Iteris SPM Services for Customer’s internal business purposes or, if Customer is a governmental entity, for governmental purposes (the “Purpose”). End User agrees to be bound by the terms of this Agreement and represents that End User been duly authorized by the Customer to access the Iteris SPM Services for the Purpose. 2. Term and Termination. Term. This Agreement shall have the same Term as the Subscription Term specified in the Order, unless earlier terminated in accordance with this Agreement or the provisions of the Order. This Agreement shall automatically terminate upon the expiration of the Subscription Term or upon termination of the Order . Effect of Termination. Upon the effective date of termination of this Agreement for any reason, the Subscription Term shall terminate and Customer shall immediately discontinue access to and use of the Iteris SPM Services, including any use of any services-related Software and Documentation. Iteris shall have the right upon any termination to cancel Customer’s access to the Iteris SPM Services, invalidate Customer’s corresponding user ID’s and/or passwords, and delete Customer Data in accordance with the Iteris data retention and privacy policy. Obligation for payment of Services fees accruing prior to the effective date of termination shall survive termination for any reason. 3. License Rights and Restrictions. Grant. Subject to the terms and conditions of this Agreement, Iteris hereby grants to Customer and each of its authorized End Users a non-exclusive, non-assignable and non-transferable, limited term license (i) to access the Iteris SPM Service via the End User interface and domain name assigned to Customer; (ii) to access and use Iteris proprietary software, applications, and databases (“Software”) and any related documentation for description, use or operation of the Iteris SPM Service and Software (“Documentation”) only in conjunction with the use of the Iteris SPM Service; and (iii) to use the derived performance measures, reports, and other outputs of the Iteris SPM Service (“Iteris SPM Data”) solely for the Purpose. Title to the Iteris SPM Service, Software, Documentation and Iteris SPM Data (collectively “Iteris IP”) is not transferred to Customer. All right, title, and interest, including all intellectual property rights, in the Iteris IP and any ideas, know -how, and intellectual property developed by Iteris or its licensors during the course of performance of any services under this Agreement shall remain the property of Iteris or its li censors. Restrictions. Except as expressly provided in this Section 3, or as may otherwise be mutually agreed by Iteris and Customer in a duly executed written agreement, Customer may not: (a) attempt to decrypt, discover or reverse engineer any Iteris IP or other confidential or proprietary information developed or used by Iteris to provide the Iteris SPM Service; (b) modify, prepare derivative works, translate, reverse engineer, reverse compile, or disassemble the Iteris IP or attempt or assist any third party to do any of the preceding; (c) use or authorize use of the Iteris IP for any purpose not specified in this Agreement; (d) reproduce, rent, lease, sell, sublicense or otherwise transfer or distribute the Iteris SPM Service, or any portion thereof, in any form or medium without the prior written consent of Iteris; (e) allow any third party to resell, sublicense, distribute or otherwise transfer the Iteris SPM Service or Iteris SPM Data for any purpose, or (f) retain any instantiations or derivatives of the Iteris IP in any form after expiration or termination of this Agreement (except state, local, and federal government customers may continue to use for the Purpose any Iteris SPM Data acquired prior to termination). U.S. Government Restricted Rights. The Software and Documentation are “commercial items” as that term is defined at 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212, U. S. Government end users acquire the Software and Documentation with only those rights set forth herein. Contractor/manufacturer is Iteris, Inc. 1700 Carnegie Avenue Suite 100, Santa Ana, CA 92705. 4. Customer and Third Party Data. (a) Customer Data. Customer’s use of the Iteris IP may require use of Customer’s personally-identifiable information and non-personally identifiable information (collectively, “Customer Data”). Personally-identifiable information may be used when Customer provides such information to use the Iteris IP (e.g., creating an account). If Customer provides Customer’s personally- identifiable information to Iteris, including, without limitation, name, telephone number and email address, Iteris will only store and use such personally-identifiable information that is needed to verify use of the I teris IP, to provide the Iteris IP-related services, to respond to Customer and End User requests, to provide technical support, to provide account maintenance, and for its legitimate business objectives. Iteris may collect and use Customer’s non-personally-identifiable information including, but not limited to, HOSTED SERVICE LICENSE AGREEMENT Form Rev: 09/21/2018 Page 2 of 3 supplemental data used in performance of services, and browser and/or device information. Personally-identifiable information which is provided to Iteris for a particular purpose will only be saved and used for that purpose, unless prior express consent is given to allow Iteris to use it for some other purpose. Unless otherwise prohibited in the Order, Iteris may share non-personally- identifiable information with third parties, but that information does not include any personally identifiable information. Iteris reserves the right to use or share for any purpose any non-personally-identifiable data provided by Customer on an aggregate, anonymized basis. Iteris does not trade, share, rent, sell or give away personally -identifiable information to third parties. In addition, in connection with the Iteris SPM Services provided under this Agreement, Customer acknowledges and agrees to the following Iteris security and privacy measures: (i) authentication and authorization credentials are, as applicable, encrypted during transmission using standard secure socket layer (“SSL”) protocols and certificates are verified and executed by a trusted SSL certificate authority. (ii) The Iteris SPM Service is controlled and operated from facilities in the United States of America and Customer personally identifiable information (if any) is logically and physically hosted in the United States of America. (iii) personally identifiable information shall be removed when no longer needed or when this Agreement terminates or exp ires, whichever comes first. (iv) The Iteris SPM Service and any API portion of the Iteris IP will provide authorization capabilities. (v) All personally identifiable information is processed and stored by Iteris in a secured manner that reasonably prevents unauthorized access f rom internal and external parties. (vi) Iteris uses third party companies, such as Amazon Web Services (”AWS”), to facilitate the Iteris SPM Services as follows: (1) to provide the Iteris SPM Service (or portions thereof) on Iteris’ behalf, and (2) to provide Iteris SPM- related services, including without limitation, data archive storage, authentication, monitoring, ana lytics, and technical support reporting. (vii) Iteris maintains, at a minimum, a technical infrastructure and internal procedures for provisioning, monitoring, and remediating issues identified through regular monitoring for intrusion and network vulnerab ility scans. Iteris will promptly remediate security issues it becomes aware of. (b) Third Party Data. All data used by the Iteris Service provided by a Third Party shall be governed by the ownership provisions of the Third Party. If Customer provides access to such Third Party data, it shall be responsible for ensuring that Iteris is granted sufficient rights to provide the Iteris SPM Service using such Third Party data. If Iteris provides access to such Third Party data, it shall be responsible for ensuring that both Iteris and Customer are granted sufficient rights in such Third Party data for the purposes of this Agreement. Both Customer and Iteris agree to abide by such additional terms and conditions applicable to such Third Party data. 5. Confidentiality. “Confidential Information” means (i) with regard to Customer Data and any non-public information regarding the business of Customer, in whole and in part, (ii) with regard to Iteris, the Iteris SPM Services, the related Iteris SPM Data, Software and Documentation and any other non-public information regarding the Services and business of Iteris, in whole and in part, and (iii) with regard to either Party, any other information, ideas, technical data, or know -how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary, or if disclosed orally or other inta ngible means, is designated at the time of disclosure as confidential or proprietary. The Parties, each of which may be a “Disclosing Party” or a “Receiving Party” from time to time, agree to disclose the Confidential Information only to their employees, officers, dir ectors, consultants, contractors, affiliates, advisors or agents (collectively, “Representatives”) who have a need-to-know for that purpose and who are bound to confidentiality by this or an equivalent agreement, and to maintain the Confidential Informatio n in confidence using the same degree of care to avoid disclosure thereof as the Receiving Party employs on its own Confidential Information of like importance, but in no case less than reasonable prudent care. In addition, the parties agree that the Rec eiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the design or construction of any equipment, component, or software without the prior written consent of the Disclosing Party. All materials containing Confidential Info rmation provided by the Disclosing Party under this Agreement are and will remain the property of the Disclosing Party. This Agreeme nt shall pose no such confidential obligation upon either Party with respect to any portion of the received Confidential Info rmation which: (i) is possessed by the Receiving Party at the time of the disclosure without any obligations of confidentiality as ev idenced by written or other tangible records: (ii) is independently developed by the Receiving Party as evidenced by writte n or other tangible records without use or reference to the Disclosing Party’s Confidential Information; (iii) is hereafter rightfully furnished to the Receiving Party by a third party without restriction on disclosure or subject to confidentiality obligat ions; (iv) is now, or which hereafter becomes, generally known or available to the public through no act or failure to act by the Receiving Party or in b reach of this Agreement; or (v) is released from confidentiality in writing by the Disclosing Party. If the Receiving Party is served a form of process from a court of competent jurisdiction or government agency requiring Receiving Party to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shal l immediately notify the Disclosing Party who shall, in addition to the Receiving Party’s efforts, if any, have the right to seek to void such process. Each Party shall cooperate with the other in all efforts to quash such process or otherwise to limit the scope of any HOSTED SERVICE LICENSE AGREEMENT Form Rev: 09/21/2018 Page 3 of 3 required disclosure. In the event that the disclosure of any Confidential Information is compelled, the Receiving Party shall seek an appropriate protective order from the court to limit access to and use of such information. The Receiving Party agrees to promptly return or certify destruction of all copies of any received Confidential Information and of any additional documents in any media containing any of the disclosed Confidential Information upon termination of this Agree ment or written request of the Disclosing Party. The obligations to protect Confidential Information recited above shall survive any such termination for a period of three (3) years after the date of termination of this Agreement for any reason, provided, however , any Personal Data of the Disclosing Party shall remain subject to the confidentiality obligations contained herein indefinitely. During the course of using the Iteris SPM Services (e.g., technical support), Customer (and its End Users) may provide feedback or comments to Iteris concerning use of the Iteris SPM Services (collectively, “Feedback”). Customer acknowledges Iteris’ need to be able to freely use any Feedback about the Iteris SPM Services provided by Customer (and its End Users) and to make clear to Customer that Iteris owns any improvements to the Iteris SPM Services, including without limitation, improvements made by using or incorporating such Feedback (“Improvements”). Accordingly, Customer hereby acknowledges and agrees Iteris owns any and all Improvements and does not (and will not) claim any ownership rights and/or interests in and to such Improvements, including without limitation rights to compensation, attribution or accounting. 6. WARRANTY DISCLAIMER. ITERIS SPM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND CUSTOMER AGREES TO USE THE ITERIS SPM SERVICES AT ITS OWN RISK. ITERIS DOES NOT WARRANT THAT ITERIS SPM SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ITERIS MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF ITERIS SPM SERVICES OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, ITERIS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ITERIS SPM SERVICES OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 7. LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL ITERIS OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 8. Miscellaneous. Customer shall not assign or delegate its rights under this Agreement without the prior written consent of Iteris. Any attempt by Customer to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Customer will comply with all applicable U.S. and foreign export laws and regulations and acknowledges that the Iteris IP may be subject to U.S. Export Administration Regulations. This Agreement is the entire understanding of the parties regarding the subject matter; any modification must be in a writing duly executed by authorized representatives of the parties. If the Customer is a governmental body or agency, this Agreement shall be governed by and construed according to the laws of the state in which the Customer is located without regard to the state’s principles of conflict of laws. If the Customer is not a governmental body or agency, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Californi a, U.S.A, without regard its principles regarding conflicts of laws and the parties agree that all disputes hereunder are subjec t to the exclusive jurisdiction of and venue in the federal and state courts of Orange County, CA. No waiver of rights under this Agr eement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. The parties ack nowledge that Iteris IP has competitive, unusual and extraordinary value and proprietary nature, and that the prospective breach of any pro vision of this Agreement by Customer may cause Iteris substantial and irreparable harm, for which remedies available at law may be inadequate. Notwithstanding anything otherwise to the contrary herein, Iteris shall be entitled to seek equitable relief in any court of competent jurisdiction to protect its intellectual property rights that are the subject matter of this A greement without prejudice to any other relief available at law, in equity or otherwise. The parties hereunder are independent contractors. This Agree ment does not create any joint venture, fiduciary, agency or partnership relationship. All notices in co nnection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed either to Customer or to Iteris at the addresses specified in this Agreement, or to such other address as a party may designate pursuant to this notice provision. Page 1 of 3 Form Rev. 09/13/2018 SERVICE ORDER NO. ___ This Service Order is issued as set forth the Master Services Agreement (the “MSA”) executed by Iteris and the __________________ (“Customer”) as of ___________________ and is incorporated by reference. 1. SERVICES DESCRIPTION This Service Order is for Iteris’ Intersection-as-a-Service (“IaaS”) Silver services comprised of a subscription to Iteris SPM Services and Signal Operations Evaluation and Report Card. These services are provided through out the Service Term and for the number of intersections defined in Sections 2 and 3 below. a) Iteris SPM Services. Linux-based board controllers (including Econolite Cobalt and Siemens M60) store controller events at 1/10th second resolution. These events include every decision point and action taken by the controller, such as when phases change indication and when vehicles trigger detectors. The Iteris SPM Service collects these events from the controllers every 10 minutes, stores the data in the cloud, generates charts and graphs to visualize the traffic signal operation, and quantifies the data to provide alerts when the operation is outside desired thresholds. In addition, depending upon the types of vehicle detectors, their placement, and the data passed to the controllers, Iteris SPM Service provides additional analyses to determine such signal performance characteristics as passage time needed to reduce vehicles left at the stop bar, signal coordination quality, and the amount of time a signal operates out of sync with other signals in a system. Iteris SPM Services are as follows: o Iteris SPM Service Setup and Configuration Pre-setup Evaluation of Customer Signal System to determine data resources available Installation of Iteris SPM Service data collection utility on Customer server On-Site Detector/Metadata Documentation Intersection Configuration Alert Configuration Quality Assurance (QA) verification of charts at each intersection Initial 1-day On-Site Training for Customer personnel. o Iteris SPM Service Hosting and Maintenance. Operate and maintain Iteris SPM Service cloud-based platform servers and software during the Service Term. Update the Iteris SPM Service embedded software from time to time during the Service Term to reflect the latest software release at the current main version level. Updates are provided if and when made available by Iteris to its existing customer base of the Iteris SPM Service. Provide on-line training resources during the Service Term for training additional Customer personnel in use of Iteris SPM Services and to document Iteris SPM updates as applicable. Daily backup of system data. Telephone Hotline: Telephone service to assist with access and product use will be provided from 7 AM to 6 PM, Pacific Time, Monday through Friday, excluding holidays (“Standard Support Hours”). All calls will be responded to within approximately one business day. Calls can be placed to _____________. E-Mail Hotline: Technical assistance will be provided through electronic mail at ____@iteris.com. Questions may be submitted 24 hours a day, 7 days a week. Response will be during Standard Support Hours within approximately one business day. Page 2 of 3 Form Rev. 09/13/2018 o SERICE LEVEL STANDARDS Availability. Iteris will provide hosting services that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput. Security. Iteris will take commercially reasonable actions to prevent unauthorized access to Licensee database records stored on Iteris’ host servers. Server/Communications Interface Outages. Iteris will employ commercially reasonable efforts to maintain servers and communications interfaces and to provide advance notice to Licensee of scheduled maintenance outages. Database Failure Recovery. In the event of an SPM database failure, Iteris will: • Re-establish the Real-time Data Collection processes for the real-time data within 24 hours. • Re-establish the Web Services such that Customer can see the raw data within 24 hours. • Work diligently to restore the historical data to the database. Typically this can be done within 72 hours. • Re-compute any performance measures that need to be processed from the raw data. Exceptions. Service Level Standards do not apply to: • Failures of Third Party Hosted Services; • Failures of the data distribution infrastructure of either the Customer or Third Party entity supplying data to the Iteris Service on Customer’s behalf; • Failures of the Customer’s Internet access service; • Maintenance and upgrade windows, which will be scheduled, when necessary, outside of Standard Support Hours or reasonable Pacific Time Zone operating hours. b) Signal Operations Evaluation and Report Card. Iteris traffic engineering personnel review and evaluate signal operations on an annual basis and provide a Signal Operations Report Card to enable Customer to optimize the signal timing to keep the new controllers running efficiently. 2. SERVICE TERM/SCHEDULE a) Service Term The “Service Term” of this Service Order shall be for a period of thirteen (13) months beginning on the Effective Date specified below. This Term includes for Service Setup and Configuration and an initial “Subscription Term” of twelve (12) months for Hosting and Maintenance with annual Signal Operations Evaluation and Report Card. The Service Term may be extended annually for additional Subscription Terms at the Service Fees listed below for Years 2 through 3 by written authorization from Customer to Iteris at least thirty (30) days prior to the expiration of the current Service Term. b) Schedule Service Setup and Configuration: Approximately one (1) month after the Effective Date. Hosting and Maintenance: Begins after completion of Service Setup and Configuration QA verification and continues through the end or the initial Subscription Term. Signal Operations Evaluation and Report Card – As mutually agreed prior to the expiration of the current Subscription Term. Page 3 of 3 Form Rev. 09/13/2018 3. SERVICES FEES Service Fees for Configuration, Deployment, Customization, and Year 1 Hosting and Maintenance: ITEM UNIT PRICE INTERSECTION QTY AMOUNT INVOICE SCHEDULE Setup and Configuration $500 100 $50,000 Upon completion of QA verification Year 1: Hosting & Maintenance $500 100 $50,000 Annually, beginning of Subscription Term. Annual Signal Operations Evaluation and Report Card Included in Hosting and Maintenance fee above. TOTAL FEES $100,000 Service Fees for Additional Years Maintenance. ITEM UNIT PRICE INTERSECTION QTY AMOUNT INVOICE SCHEDULE Year 2: Hosting & Maintenance (Includes Annual Signal Operations Evaluation and Report Card) $500 100 $50,000 Annually, beginning of Subscription Term. Year 3: Hosting & Maintenance (Includes Annual Signal Operations Evaluation and Report Card) $500 100 $50,000 Annually, beginning of Subscription Term. 4. INVOICES Invoices for Service Fees will be issued as stated in the above table. 5. SPECIAL TERMS AND CONDITIONS Not applicable for this Service Order. IN WITNESS WHEREOF, this Service Order is accepted on the date of second signature below ("Effective Date") and is subject to the terms and conditions set forth above. CUSTOMER: Iteris, Inc. SIGNED: SIGNED: NAME: NAME: TITLE: TITLE: DATE: DATE: SERVICE ENTERPRISE LICENSE AGREEMENT Form Rev: 06/25/2019 Page 1 of 4 This Iteris ClearGuide™ Service Enterprise License Agreement (“Agreement”) is made by and between Iteris, Inc., a Delaware corporation, (“Iteris”) and the company, organization, educational institution, or agency, instrumentality, or department of the federal, state, regional or local government (“Customer”) that has purchased a subscription to the ClearGuide traffic signal and/or transportation performance analytics, data processing, display, and distribution service (“Service”) made available through Iteris websites, software applications, or application programming interfaces (“API”). 1. Purpose/Acceptance of Agreement. Iteris provides Worldwide Web or Internet (“Web”) access to the Service for Customer’s internal business purposes or, if Customer is a governmental entity, for governmental purposes (the “Purpose”). In order to access and use the Service, Customer must have an active subscription to the Service purchase d under a purchase order, service agreement or contract (“Order”) specifying the time period over which access to the Service is granted (“Subscription Term”) and incorporating this Agreement by reference. Except to the extent that this Agreement is specifically modified or superseded by a separate written agreement duly executed by authorized representatives of Iteris and Customer, Customer accepts and agrees to the terms of thi s Agreement on Customer’s own behalf and on behalf of each individual (“End User”) that Customer has authorized to access the Service for the Purpose. Notwithstanding the preceding sentence, Customer agrees that each authorized End User may be required to read and acknowledge an End User License Agreement with terms and conditions consistent with the terms and conditions of this Agreement. These terms and conditions also govern any upgrades and updates, unless the upgrades and updates are accompanied by a separate license agreement, in which case, the terms of that separate license agreement will govern accordingly. For avoidance of doubt, the Service includes all related content, documentation, updates, upgrade, release and fixes provided or made avail able by Iteris. 2. Term and Termination. This Agreement will be effective on the effective date of and continue in effect for the Subscription Term described above, unless earlier terminated in accordance with this Agreement (“Term”). Upon termination of this Agreement for any reason, the corresponding Subscription Term and Customer access to Service shall terminate. Iteris shall have the right upon any termination to cancel Customer’s access to the Service, invalidate Customer’s and End User IDs and/or passwords, and delete Customer Data in accordance with the Iteris data retention and privacy polic ies herein. Obligation for payment of Services fees accruing prior to the effective date of termination shall survive termination for any reason. Customer acknowledges and agree s that such provisions hereof which, by their context and content, are intended to survive termination or expiration shall so surviv e, including without limitation, Sections, 1, 2, 4 through 12. 3. License Grant. Subject to the terms and conditions of this Agreement, Iteris hereby grants to Customer and each of its authorized End Users a non-exclusive, non-transferable, revocable, limited license during the Term (i) to access the Service via the End User interface and domain name assigned to Customer; (ii) to access and use Iteris proprietary software, applications, and databases (“Software”) and any related documentation for description, use or operation of the Service and Software (“Documentation”) only in conjunction with the use of the Service; and (iii) to use the derived performance measures, reports, and other outputs of the Service (“Iteris Data”) solely for the Purpose. 4. Ownership. Title to the Service, Software, Documentation and Iteris Data (collectively “Iteris IP”) is not transferred to Customer. Iteris (or its licensors) owns all right, title, and interest in and to the Iteris IP, including any and all existing and future int ellectual property rights therein and thereto. For avoidance of doubt, Iteris IP includes, without limitation, any and all softwa re, copies, derivatives, changes, feedback, improvements, modifications, enhancements, supplements, additions, corrections, work -arounds, fixes, upgrades, updates, and extensions. Except for those rights expressly granted in this Agreement, no other right s are granted, either express or implied. All Iteris IP including without limitation, any compilations, permitted copies and other material s are and shall remain the property of Iteris. 5. Restrictions. Except as expressly provided in Section 3, or as may otherwise be mutually agreed by Iteris and Customer in a duly executed written agreement, Customer may not, directly or indirectly: (a) attempt to decrypt, discover or reverse engineer any Iteris IP or other confidential or proprietary information developed or used by Iteris to provide the Service; (b) modify, prepare derivative works, translate, reverse engineer, reverse compile, or disassemble the Iteris IP or attempt or assist any third party to do any of the preceding; (c) use or authorize use of the Iteris IP for any purpose not specified in this Agreement; (d) reproduce, rent, lease, sell, sublicense or otherwise transfer or distribute the Service, or any portion thereof, in any form or medium without the prior w ritten consent of Iteris; (e) allow any third party to resell, sublicense, distribute or otherwise transfer the Service or Iteris Data for any purpose, or (f) retain any instantiations or derivatives of the Iteris IP in any form after expiration or termination of this Agreement (except state, local, and federal government Customers may continue to use for the Purpose any Iteris Data acquired prior to termination). 6. U. S. Government Restricted Rights. The Service and any related Software and Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are SERVICE ENTERPRISE LICENSE AGREEMENT Form Rev: 06/25/2019 Page 2 of 4 granted to all other end users pursuant to the terms and conditions herein. Unpublished -rights are reserved under the copyright laws of the United States. The “Manufacturer” is Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705 USA. 7. Customer Data, Privacy Policy, Retention Policy, and Third Party Data. (a) Customer Data. Customer’s use of the Service may require use of Customer’s or its End Users’ personally identifiable information and non-personally identifiable information (collectively, “Customer Data”). Personally-identifiable information may be used when Customer provides such information to use the Service (e.g., creating an account). Customer hereby grants to Iteris a non- exclusive, non-transferable, revocable, limited term license to receive and use Customer Data solely for purpose of providing the Service as described in this Agreement. (b) Privacy Policy. If Customer or an End User provides any personally identifiable information to Iteris, including, without limitation, name, telephone number and email address, Iteris will only store and use such personally identifiable information that is needed to verify use of the Service, to provide the Service, to respond to requests, and to provide technical support, customer service and account maintenance. When an End User accesses an account, Iteris servers may record the End User’s IP address and non - personally identifiable system specifications such as operating system, system configuration, browser settings, etc. IP addresses may be used for system administration and troubleshooting, ensuring license compliance, investigating security breaches and compiling anonymous non-personally identifiable information such as how many End Users accessed specific information or features of the Service. The non-personally identifiable information may be used for analyzing and optimizing performance and customer service. Personally identifiable information that is provided to Iteris for a particular purpose will only be saved and used for that purpose, unless prior express consent is given to allow Iteris to use it for some other purpose. Unless otherwise prohibited in a duly executed agreement between Iteris and Customer, Iteris may share non-personally identifiable information with third parties, provided that information does not include any personally identifiable information and Iteris may share for any purpose any data provided by Customer on an aggregate, anonymized basis. Iteris does not trade, share, rent, sell or give away personally identifiable information to third parties. In addition, in connection with the Service provided under this Agreement, Customer acknowledges and agrees to the following Iteris security and privacy measures: (i) authentication and authorization credentials are, as applicable, encrypted during transmission using standard secure socket layer (“SSL”) protocols and certificates are verified and executed by a trusted SSL certificate authority. (ii) Unless otherwise mutually agreed, the Service is controlled and operated from facilities in the United States of America and Customer personally identifiable information (if any) is logically and physically hosted in the United States of America. (iii) Personally-identifiable information shall be removed when no longer needed or when this Agreement terminates or exp ires, whichever comes first. (iv) the Service and any API portion of the Service will provide authorization capabilities. (v) All personally identifiable information is processed and stored by Iteris in a secured manner that reasonably prevents unauthorized access from internal and external parties. (vi) Iteris uses third party companies, such as Amazon Web Services (”AWS”), to facilitate the Service as follows: (1) to provide the Service (or portions thereof) on Iteris’ behalf, and (2) to provide related services, including without limitation, data archive storage, authentication, monitoring, analytics, and technical support reporting. (vii) Iteris maintains, at a minimum, a technical infrastructure and internal procedures for provisioning, monitoring, and remediating issues identified . Iteris will promptly remediate security issues it becomes aware of. (c) Retention Policy. It is Iteris’ policy that Customer Data, as defined in this Section 7, is private and confidential to Customer. The “Retention Period” for Customer Data, except for personally identifiable information, shall be one hundred eighty (180) days unless modified in a duly executed written agreement of Customer and Iteris. Personally identifiable information is destroyed when it is no longer required to provide the Service (e.g. an End User account is closed), or upon Customer or End User request. Iteris shall make a commercially reasonable good faith effort to permanently destroy or render inaccessible Customer Data in Iteris’ and/or in any third party service provider’s possession or control within thirty (30) days after the end of the Retention Period. For the avoidance of doubt, anything that is stored on routine back -up media solely for the purpose of disaster recovery will be subject to destruction in due course, provided that employees are precluded from accessing such information in th e ordinary course of business prior to destruction. Notwithstanding the foregoing, latent data such as deleted files, and other non -logical data types, such as memory dumps, swap files, temporary files, printer spool files, and metadata that is generally c onsidered inaccessible without the use of specialized tools and techniques will not be within the requirement for destruction as set forth by this Section 7, but shall remain subject to the confidentiality obligations set forth herein. (d) Third Party Data. All data used by the Service provided by a third party shall be governed by the ownership provisions of the third party. If Customer provides access to such third party data, it shall be responsible for ensuring that Iteris is granted sufficient rights to provide the Service using such third party data. If Iteris provides access to such third party data, it shall be responsible for ensuring that both Iteris and Customer are granted sufficient rights in such third party data for the purposes of this Agreement. Both Customer and Iteris agree to abide by such additional terms and conditions applicable to such third party data. SERVICE ENTERPRISE LICENSE AGREEMENT Form Rev: 06/25/2019 Page 3 of 4 8. Confidentiality. “Confidential Information” means (i) with regard to Customer Data, any non-public information regarding the business of Customer, in whole and in part, (ii) with regard to Iteris, the Iteris IP, feedback and any other non-public information regarding the Service and business of Iteris, in whole and in part, and (iii) with regard to either party, any other information, ideas, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, devel opments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary, or if disclosed orally or other intangible means, is designated at the time of disclosure as confidential or proprietary. The Parties, each of which may be a “Disclosing Party” or a “Receiving Party” from time to time, agree to disclose the Confidential Information only to their employees, officers, directors, consultants, contractors, affiliates, advisors or agents (collectively, “Representatives”) who have a need-to-know for that purpose and who are bound to confidentiality by this or an equivalent agreement, and to maintain the Confidential Information in confidence using the same degree of care to avoid disclosure thereof as the Receiving Party employs on its own Confidential Information of like importance, but in no case less than reasonable prude nt care. In addition, the parties agree that the Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the design or construction of any equipment, component, or software without the prior written consent of the Disclosing Party. A ll materials containing Confidential Information provided by the Disclosing Party under this Agreement are and will remain the property of the Disclosing Party. This Agreement shall pose no such confidential obligation upon either party with respect to any portion of the received Confidential Information which: (i) is possessed by the Receiving Party at the time of the disclosure without any obligations of confidentiality as evidenced by written or other tangible records: (ii) is independently developed by the Receiving Party as evidenced by written or other tangible records without use or reference to the Disclosing Party’s Confidential Information; (iii) is hereafte r rightfully furnished to the Receiving Party by a third party without restriction on disclosure or subject to confidentiality obligations; (iv) is now, or which hereafter becomes, generally known or available to the public through no act or failure to act by the R eceiving Party or in breach of this Agreement; or (v) is released from confidentiality in writing by the Disclosing Party. If the Receiving Party is served a form of process from a court of competent jurisdiction or government agency requiring Rece iving Party to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall immedia tely notify the Disclosing Party who shall, in addition to the Receiving Party’s efforts, if any, have the right to seek to void such process. Each Party shall cooperate with the other in all efforts to quash such process or otherwise to limit the scope o f any required disclosure. In the event that the disclosure of any Confidential Information is compelled, the Receiving Party shall seek an appropriate pro tective order from the court to limit access to and use of such information. The Receiving Party agrees to promptly return or certify destruction of all copies of any received Confidential Information and of any additional documents in any media containing any of the disclosed Confidential Information upon termination of this Agree ment or written request of the Disclosing Party. The obligations to protect Confidential Information recited above shall survive any such termination for a period of three (3) years after the date of termination of this Agreement for any reason, provided, however , any personally identifiable information of the Disclosing Party shall remain subject to the confidentiality obligations contained herein indefinitely. 9. Age Restriction Notice. The Service is not directed to children younger than the age of 13 years old and is offered only to users 18 years of age and older. If you are under the age of 18 years old, please do not use the Service. Any person who provides personal information through use of the Service represents to Iteris that he/she is at least 18 years of age, or if unde r the age of 18 year old he/she is either an emancipated minor or possesses legal parental or guardian consent, and are fully able and competent to en ter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in th is Agreement, and to abide by and comply with the terms and conditions of this Agreement. 10. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND CUSTOMER AGREES TO USE THE SERVICE AT ITS OWN RISK. ITERIS DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ITERIS MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF THE SERVICE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, ITERIS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT. 11. LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL ITERIS OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE OR ANY SERVICE ENTERPRISE LICENSE AGREEMENT Form Rev: 06/25/2019 Page 4 of 4 OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 12. Miscellaneous. Customer shall not assign or delegate its rights under this Agreement without the prior written consent of Iteris. Any attempt by Customer to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Customer will comply with all applicable U. S. and foreign export laws and regulations and acknowledges that the Iteris IP may be subject to U.S. Export Administration Regulations. This Agreement is the entire understanding of the parties regarding the subject matter; any modification must be in a writing duly executed by authorized representatives of the parties. If Customer is a governmental body or agency, this Agreement shall be governed by and construed according to the laws of the state in which Customer is located without regard to the state’s principles of conflict of laws. If Customer is not a governmental body or agency, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U. S. A, without regard its principles regarding conflicts of laws and the parties agree that all disputes hereun der are subject to the exclusive jurisdiction of and venue in the federal and state courts of Orange County, CA. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The failure by either party to enforce any provision of this Agreement will not be de emed a present or future waiver of that or any other provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the parties. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. The parties hereunder are independent contractors. This Agreement does not create any joint venture, fiduciary, agency or partnership relationship. Al l notices in connection with this Agreement must be writing and will be deemed given as of the date of receipt either by personal delivery, messenger, delivery service, facsimile with receipt, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed to Customer at the address specified in the Order, to Iteris at the address listed below, or to such other address as a party may designate pursuant to this notice provision. Advance notices may be provided by e-mail but will not be considered given until the date of receipt of written notice. The Iteris address for written notice is: Iteris, Inc., Attn: Legal Department, 1700 Carnegie Avenue Suite 100, Santa Ana, CA 92705. Phone 949-270-9400, facsimile 949-270-9401. Intersection-as-a-Service Master Services Agreement IaaS MSA (Rev 09/21/2018)Page 1 of 5 Customer Information Iteris Information Name: Name: Iteris, Inc. Address: Address: 1700 Carnegie Avenue, Suite 100 Santa Ana, CA 92705 Contact: Contact: Phone: Phone: Fax: Fax: E-Mail:Email: THIS MASTER SERVICES AGREEMENT (“MSA”), made between Iteris, Inc. (“Iteris”) and the company, organization, educational institution, or agency, instrumentality, or department of the federal/state government listed above (“Customer”), provides for the Iteris Intersection-as-a-Service (“IaaS”) services described in Section I (collectively, “IaaS Services”). I.Description of Services IaaS is a comprehensive traffic management solution that provides Traffic Engineering Consulting Services (“Consulting Services”) using the hosted Iteris Signal Performance Measures Services (“Iteris SPM Services”) as a tool to facilitate performance of the Consulting Services timely and efficiently. Iteris shall provide the Consulting Services and shall configure, deploy, host and maintain Iteris SPM Services as specified in service orders, in substantially the same form as the first service order attached hereto as Service Order 1, and incorporated herein by this reference (“Service Orders”). The Parties may mutually agree to execute one or more Service Orders from time to time each of which, when executed, shall be incorporated into this MSA. IaaS Services that may be ordered in Service Orders under this MSA include: (1) subscriptions and renewals to Iteris SPM Services, (2) IaaS Silver comprised of (i) a subscription to Iteris SPM Services and (ii) Signal Operations Report Card and Evaluation & Training Consulting Services; (3) IaaS Gold comprised of (x) a subscription to Iteris SPM Services, (y) Signal Operations Report Card and Evaluation & Training Consulting Services, and (z) Signal Timing Evaluation & Improvements and Advisory Consulting Services; and (4) ad hoc Traffic Engineering Consulting Services and ancillary equipment. II.Term The Term of this MSA during which new Service Orders may be accepted or extended will commence on the Effective Date, as defined below, and continue until twelve (12) months after completion of all active Service Orders, unless earlier terminated in accordance with this MSA. III.Service Fees/Invoices/Payments Service Fees, Invoices and Payments shall be as set forth in the applicable Service Order. IV.Terms and Conditions Except to the extent expressly modified by the “Special Terms and Conditions” listed in this Section IV below or as mutually agreed in a Service Order, this MSA is subject to Iteris’ Standard Terms and Conditions, which are incorporated by reference into this MSA and attached hereto as Exhibit A. Special Terms and Conditions, if any, are as follows: IN WITNESS WHEREOF, this MSA is accepted on the date of second signature below ("Effective Date") and is subject to the terms and conditions set forth above. CUSTOMER: Iteris, Inc. SIGNED: SIGNED: NAME: NAME: TITLE: TITLE: DATE: DATE: Exhibit A IaaS Standard Terms and Conditions Page 2 of 5 1.Entire Agreement/Binding Customer and Iteris (each a “Party” and collectively “Parties”) expressly agree that the Master Services Agreement (“MSA”) executed by the Parties including any Service Order(s) executed by the Parties issued under the MSA and any exceptions or modifications to any of them as expressly set forth in Section IV above or mutually agreed in a Service Order constitute the complete and entire understanding between the Parties regarding this subject matter and supersede all prior agreements, proposals, representations, statements, or understandings whether written or oral. Customer and Iteris each binds itself, its officers, employees, successors and assigns to this MSA. This MSA may be amended only by a written instrument duly executed by both Customer and Iteris. In the event of conflict, the order of precedence shall be: (i) a written amendment signed by both Parties; (ii) Special Terms and Conditions in a Service Order signed by both Parties (if any); (iii) Special Terms and Conditions cited in Section IV (if any); then (iii) these Exhibit A IaaS Standard Terms and Conditions. 2.Invoice Procedures and Payment Customer hereby agrees that payment as provided herein will be made within thirty (30) days from the date the invoice and in United States Dollars (USD) currency. Fees for the Services described in a Service Order do not include any taxes, duties, fees and other governmental charges of any kind (including sales, service and use taxes) (“Applicable Taxes”) which are imposed by or under the authority of any government or any political subdivision thereof on the fees under this MSA. Applicable Taxes for the purchase of the Services shall be borne by Customer, unless Customer provides its valid Applicable Taxes exemptions, and shall not be considered a part of, a deduction from or an offset against any fees payable to Iteris. 3.Term and Termination Term. The Term of this MSA shall be as set forth in Section II. The Service Term of any Service Order shall be as set forth in such Service Order. Termination. Either Party may terminate this MSA or any Service Order for any or no reason upon sixty (60) days’ written notice to the other Party. Effect of Termination. Termination of this MSA shall terminate all active Service Orders unless the Parties agree in writing that one or more Service Orders may continue until the end of the respective Service Term. Termination of an individual Service Order shall not terminate this MSA. Upon the effective date of termination of this MSA or a Service Order for any reason, Customer shall immediately discontinue access to and use of the respective IaaS Services, including any use of any IaaS Services-related software and access to the IaaS Services in any manner. Iteris shall have the right upon any termination to cancel Customer’s access to the relevant IaaS Services, invalidate Customer’s corresponding user ID’s and/or passwords, and delete Customer Data in accordance with the Iteris data retention and privacy policy set forth herein. Obligation for payment of IaaS Services fees accruing prior to the effective date of termination or refund of Service Fees for Services not yet rendered shall survive termination for any reason. 4.Iteris SPM Services Hosted Service License Iteris licenses the Iteris SPM Services to the Customer as set forth in this Hosted Service License (“License”), except to the extent that this License is specifically modified or superseded by a separate written agreement duly executed by authorized representatives of the Parties. Iteris licenses the Customer and each individual (“End User”) that the Customer has authorized to access the Iteris SPM Services for Customer’s internal business purposes or, if Customer is a governmental entity, for governmental purposes (the “Purpose”). Subscription Term. In order to access and use the Iteris SPM Services, Customer must have an active subscription to the Iteris SPM Services purchased under a Service Order specifying the time period over which access to the Iteris SPM Services is granted (“Subscription Term”). Grant. Subject to the terms and conditions of this License, Iteris hereby grants to Customer and each of its authorized End Users a non-exclusive, non-assignable and non-transferable, limited term license (i) to access the Iteris SPM Service via the End User interface and domain name assigned to Customer; (ii) to access and use Iteris proprietary software, applications, and databases (“Software”) and any related documentation for description, use or operation of the Iteris SPM Service and Software (“Documentation”) only in conjunction with the use of the Iteris SPM Service; and (iii) to use the derived performance measures, reports, and other outputs of the Iteris SPM Service (“Iteris SPM Data”) solely for the Purpose. Title to the Iteris SPM Service, Software, Documentation and Iteris SPM Data (collectively “Iteris IP”) is not transferred to Customer. All right, title, and interest, including all intellectual property rights, in the Iteris IP and any ideas, know-how, and intellectual property developed by Iteris or its licensors during the course of performance of any services under this License shall remain the property of Iteris or its licensors. Restrictions. The foregoing License may be used by Customer and its authorized End Users internally to carry out the Purpose only. The License is restricted to only those authorized End Users of Customer, each possessing a valid user name and password issued as specified by Iteris for access to the Iteris SPM Services. Customer shall use the Iteris SPM Services for lawful purposes. Any Iteris or third party components embedded, included or provided by Iteris for use with the Iteris SPM Services (e.g., Software and Documentation) may only be used in conjunction with the Iteris SPM Services. To the extent deemed necessary by Customer (or to comply with applicable laws), Customer shall have in place security procedures necessary to limit access to the Iteris SPM Services to Customer’s authorized End Users. Customer is solely responsible, not Iteris, for its use of the Iteris SPM Services and Customer Data Exhibit A IaaS Standard Terms and Conditions Page 3 of 5 transmitted using the Iteris SPM Services under Customer’s account. Customer is not permitted hereunder to resell the Iteris SPM Services (in whole or any portion thereof). Further, Customer will not (and will not allow any third party to): (a) use or reproduce, modify, create derivative works, decompile, disassemble, or otherwise reverse engineer the Iteris SPM Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, files formats or programming interfaces of the Iteris SPM Services (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), or incorporate the Iteris SPM Services into or with other products or services; (b) distribute, sell, sublicense, rent, lease to third parties or otherwise make the Iteris SPM Services available to third parties except as expressly set forth herein; (c) use the Iteris SPM Services (in whole or any portion thereof) that would in any way violate any applicable laws or regulations, or (d) remove or in any manner alter any of the Iteris SPM Services, Software, Documentation or Iteris Confidential Information identifications, proprietary, trademark, copyright or other notices. U.S. Government Restricted Rights. The Software and Documentation are “commercial items” as that term is defined at 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212, U. S. Government end users acquire the Software and Documentation with only those rights set forth herein. Contractor/manufacturer is Iteris, Inc. 1700 Carnegie Avenue Suite 100, Santa Ana, CA 92705. WARRANTY DISCLAIMER. ITERIS SPM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND CUSTOMER AGREES TO USE THE ITERIS SPM SERVICES AT ITS OWN RISK. ITERIS DOES NOT WARRANT THAT ITERIS SPM SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ITERIS MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF ITERIS SPM SERVICES OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, ITERIS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ITERIS SPM SERVICES OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 5.Customer and Third Party Data Customer Data. Customer’s use of the IaaS Services may require use of Customer’s personally-identifiable information and non- personally identifiable information (collectively, “Customer Data”). Personally-identifiable information may be used when Customer provides such information to use the IaaS Services (e.g., creating an account). If Customer provides Customer’s personally-identifiable information to Iteris, including, without limitation, name, telephone number and email address, Iteris will only store and use such personally-identifiable information that is needed to verify use of the IaaS Services, to provide the IaaS Services-related services, to respond to Customer and End User requests, to provide technical support, to provide account maintenance, and for its legitimate business objectives. Iteris may collect and use Customer’s non-personally-identifiable information including, but not limited to, supplemental data used in performance of services, and browser and/or device information. Personally-identifiable information which is provided to Iteris for a particular purpose will only be saved and used for that purpose, unless prior express consent is given to allow Iteris to use it for some other purpose. Unless otherwise prohibited in the Order, Iteris may share non-personally-identifiable information with third parties, but that information does not include any personally identifiable information. Iteris reserves the right to use or share for any purpose any non-personally-identifiable data provided by Customer on an aggregate, anonymized basis. Iteris does not trade, share, rent, sell or give away personally-identifiable information to third parties. In addition, in connection with the IaaS Services provided under this Agreement, Customer acknowledges and agrees to the following Iteris security and privacy measures: (i) authentication and authorization credentials are, as applicable, encrypted during transmission using standard secure socket layer (“SSL”) protocols and certificates are verified and executed by a trusted SSL certificate authority. (ii) The Iteris SPM Service is controlled and operated from facilities in the United States of America and Customer personally identifiable information (if any) is logically and physically hosted in the United States of America. (iii) personally identifiable information shall be removed when no longer needed or when this Agreement terminates or expires, whichever comes first. (iv) The Iteris SPM Service and any API portion of the IaaS Services will provide authorization capabilities. (v) All personally identifiable information is processed and stored by Iteris in a secured manner that reasonably prevents unauthorized access from internal and external parties. (vi) Iteris uses third party companies, such as Amazon Web Services (”AWS”), to facilitate the IaaS Services as follows: (1) to provide the Iteris SPM Service (or portions thereof) on Iteris’ behalf, and (2) to provide Iteris SPM-related services, including without limitation, data archive storage, authentication, monitoring, analytics, and technical support reporting. (vii) Iteris maintains, at a minimum, a technical infrastructure and internal procedures for provisioning, monitoring, and remediating issues identified through regular monitoring for intrusion and network vulnerability scans. Iteris will promptly remediate security issues it becomes aware of. Third Party Data. All data used by the Iteris Service provided by a Third Party shall be governed by the ownership provisions of the Third Party. If Customer provides access to such Third Party data, it shall be responsible for ensuring that Iteris is granted sufficient rights to provide the Iteris SPM Service using such Third Party data. If Iteris provides access to such Third Party data, it shall be responsible for ensuring that both Iteris and Customer are granted sufficient rights in such Third Party data for the purposes of this Agreement. Both Customer and Iteris agree to abide by such additional terms and conditions applicable to such Third Party data. Exhibit A IaaS Standard Terms and Conditions Page 4 of 5 6.Consulting Services Special Terms Standard of Care. Iteris will perform Consulting Services under this Agreement in a manner consistent with the degree of care and skill ordinarily exercised by others performing the same or similar services under similar circumstances. Consulting Services Deliverables. All deliverables, including but not limited to reports, drawings, analyses, plans, etc., provided by Iteris to Customer as the result of performing Consulting Services under this Agreement (“Deliverables”), except to the extent such results consist of Iteris SPM Data or Third Party data, shall be defined as Customer Data. Customer shall retain all rights of intellectual property attached to such Deliverables and shall have unlimited rights use, copy, modify, distribute, and authorize others to do so on behalf of the Customer such Deliverables. Iteris shall not be liable for any use of the Deliverables for any purpose other than specified in the scope of services in any Service Order issued under this Agreement or for any modifications made by others. 7.Confidentiality “Confidential Information” means (i) with regard to Customer Data and any non-public information regarding the business of Customer, in whole and in part, (ii) with regard to Iteris, the Services, the related Software and Documentation and any other non- public information regarding the Services and business of Iteris, in whole and in part, and (iii) with regard to either Party, any other information, ideas, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary, or if disclosed orally or other intangible means, is designated at the time of disclosure as confidential or proprietary. The Parties, each of which may be a “Disclosing Party” or a “Receiving Party” from time to time, agree to disclose the Confidential Information only to their employees, officers, directors, consultants, contractors, affiliates, advisors or agents (collectively, “Representatives”) who have a need-to-know for that purpose and who are bound to confidentiality by this or an equivalent agreement, and to maintain the Confidential Information in confidence using the same degree of care to avoid disclosure thereof as the Receiving Party employs on its own Confidential Information of like importance, but in no case less than reasonable prudent care. In addition, the Parties agree that the Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the design or construction of any equipment, component, or software without the prior written consent of the Disclosing Party. All materials containing Confidential Information provided by the Disclosing Party under this MSA are and will remain the property of the Disclosing Party. This MSA shall pose no such confidential obligation upon either Party with respect to any portion of the received Confidential Information which: (i) is possessed by the Receiving Party at the time of the disclosure without any obligations of confidentiality as evidenced by written or other tangible records: (ii) is independently developed by the Receiving Party as evidenced by written or other tangible records without use or reference to the Disclosing Party’s Confidential Information; (iii) is hereafter rightfully furnished to the Receiving Party by a third party without restriction on disclosure or subject to confidentiality obligations; (iv) is now, or which hereafter becomes, generally known or available to the public through no act or failure to act by the Receiving Party or in breach of this MSA; or (v) is released from confidentiality in writing by the Disclosing Party. If the Receiving Party is served a form of process from a court of competent jurisdiction or government agency requiring Receiving Party to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall immediately notify the Disclosing Party who shall, in addition to the Receiving Party’s efforts, if any, have the right to seek to void such process. Each Party shall cooperate with the other in all efforts to quash such process or otherwise to limit the scope of any required disclosure. In the event that the disclosure of any Confidential Information is compelled, the Receiving Party shall seek an appropriate protective order from the court to limit access to and use of such information. The Receiving Party agrees to promptly return or certify destruction of all copies of any received Confidential Information and of any additional documents in any media containing any of the disclosed Confidential Information upon termination of this MSA or written request of the Disclosing Party. The obligations to protect Confidential Information recited above shall survive any such termination for a period of three (3) years after the date of termination of this MSA for any reason, provided, however, any Personal Data of the Disclosing Party shall remain subject to the confidentiality obligations contained herein indefinitely. 8.Indemnification To the extent allowable by law and subject to Section hereof, Iteris will indemnify the Customer, its officers, directors, and employees (collectively, “Customer Indemnitees”) and hold them harmless from and against any and all third party claims, demands, liabilities, losses, costs and damages (including without limitation court costs and reasonable attorneys’ fees) that the Customer or any of Customer’s Indemnitees incur or suffer as a result of death or bodily injury or to damage to tangible personal property, to the extent caused by the negligence or willful misconduct of Iteris or its Representatives. In the event such claims, losses, damages, and expenses are caused by the joint or concurrent negligent acts, errors, or omissions of Iteris and another party, such claims, losses, damages and expenses shall be borne by Iteris in proportion to its responsibility. Iteris will indemnify, hold harmless and defend Customer and Customer Indemnitees against any claim, suit or proceeding and any damages or liability therefrom or settlement thereof (including related reasonable fees, costs and expenses, including, without limitation, court costs and attorneys’ fees) to the extent based on a claim that the Iteris IP, when used as expressly authorized hereunder, infringe, misappropriate or otherwise conflict with any third party United States Intellectual Property Rights. Notwithstanding the foregoing, Iteris will have no liability to Customer under this Section 8 to the extent that an alleged intellectual Exhibit A IaaS Standard Terms and Conditions Page 5 of 5 property infringement, misappropriation, interference or conflict results from: (a) modification of Iteris IP at Customer’s direction or the combination of Iteris IP, or any of part thereof, with any hardware equipment, software or services not provided by Iteris, where such Iteris IP would not itself infringe absent such modification or combination; (b) use of the Iteris IP, or any part thereof, in an application, environment or purpose not known to Iteris, reasonably anticipated by Iteris, or foreseeable with reference to this MSA; or (c) modifications of the Iteris IP made by anyone other than Iteris (other than modifications made at Iteris’ direction or with Iteris’ written consent). In addition to the foregoing, if the Iteris IP, or any of part thereof, become, or in Iteris’ opinion is likely to become, the subject of any claim, suit or proceeding for infringement of any United States Intellectual Property Rights of any third party, or in the event of any adjudication that the Iteris IP or any of its components infringes on any United Stated Intellectual Property Rights of any third party, Iteris may in its sole discretion and expense and as Customer’s sole and exclusive remedy for such infringement: (i) secure for Customer the right to continue using such affected Iteris IP; (ii) replace or modify the affected portions of the Iteris IP to make it non-infringing; or (iii) if neither of the foregoing is commercially feasible, Iteris may terminate the License to use such Iteris IP upon written notice, in whole or in part and Customer will be entitled to recover a pro-rata portion of the affected Iteris IP, depreciated on a straight line basis over the applicable Subscription Term (as set forth above in the MSA or Service Order). As a condition to any indemnification under this Section8, Customer must (a) notify Iteris promptly in writing of any such claim or proceeding, and (b) give the Iteris full and complete authority, information and assistance to defend such claim or proceeding at the expense of Iteris, including sole control of the selection of counsel and the defense of any such claim or proceeding and all negotiations for its compromise or settlement. Notwithstanding the foregoing, Customer’s failure to give Iteris prompt written notice of any such claim or proceeding will only relieve Iteris of its obligation to indemnify Customer to the extent Iteris is prejudiced by such failure. 9.Limitation of Liability IN NO EVENT SHALL ITERIS OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE IAAS SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10.Miscellaneous Customer shall not assign or delegate its rights under this Agreement without the prior written consent of Iteris. Any attempt by Customer to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the Parties. Customer will comply with all applicable U.S. and foreign export laws and regulations and acknowledges that the Iteris IP may be subject to U.S. Export Administration Regulations. This Agreement is the entire understanding of the Parties regarding the subject matter; any modification must be in a writing duly executed by authorized representatives of the Parties. If the Customer is a governmental body or agency, this Agreement shall be governed by and construed according to the laws of the state in which the Customer is located without regard to the state’s principles of conflict of laws. If a dispute arises out of or relates to this MSA or the breach thereof, the Parties will attempt to settle the matter between themselves. If no agreement can be reached, the Parties agree to use mediation with a mutually agreed upon mediator before resorting to a judicial forum. The cost of a third party mediator will be shared equally by the Parties. In the event of litigation, the prevailing Party will be entitled to reimbursement of all reasonable costs and attorneys' fees. If the Customer is not a governmental body or agency, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A, without regard its principles regarding conflicts of laws and the Parties agree that all disputes hereunder are subject to the exclusive jurisdiction of and venue in the federal and state courts of Orange County, CA. No waiver of rights under this Agreement by either Party shall constitute a subsequent waiver of this or any other right under this Agreement. The Parties acknowledge that Iteris IP has competitive, unusual and extraordinary value and proprietary nature, and that the prospective breach of any provision of this Agreement by Customer may cause Iteris substantial and irreparable harm, for which remedies available at law may be inadequate. Notwithstanding anything otherwise to the contrary herein, Iteris shall be entitled to seek equitable relief in any court of competent jurisdiction to protect its intellectual property rights that are the subject matter of this Agreement without prejudice to any other relief available at law, in equity or otherwise. The Parties hereunder are independent contractors. This Agreement does not create any joint venture, fiduciary, agency or partnership relationship. All notices in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed either to Customer or to Iteris at the addresses specified in this Agreement, or to such other address as a Party may designate pursuant to this notice provision. Except for the payment of amounts owed, neither Party shall be liable for failure to perform any of its obligations under this MSA during any period in which such Party cannot perform due to circumstances beyond its reasonable control including but not limited to fire, flood, earthquake, or other natural disaster, war, embargo, riot, or the intervention of any government authority, provided that the Party so delayed immediately notifies the other Party of such delay. In the event of such occurrence, IaaS Services under this MSA shall be suspended for the duration of the delay. If the delay continues for a period of sixty (60) days, either Party may terminate this MSA immediately upon notice to the other Party. Effect of termination shall be as set forth in Section 3. HERE CONFIDENTIAL FIRST AMENDMENT to DATA LICENSE AGREEMENT This First Amendment (this "Amendment")to the Data License Agreement (the "DLA")and Territory License No.1 (”TL 1”),both effective October 1,2014 (collectively the "Agreement"),by and between HERE North America,LLC (”HERE")and Iteris,Inc.(”Customer”),is made and entered into as of October 1,2017 (the ”Amendment Effective Date”).Capitalized terms used in this Amendment shall have the meaning given to such terms in the Agreement. WHEREAS,for good and valuable consideration received and acknowledged,the parties agree to amend the terms of the Agreement as set forth below: 1.Term.The Term (Section 1 of the DLA)and the TL Term (Section 1 of TLl)are hereby extended for an additional period of two (2)years,for a cumulative period of ve (5)years from the execution date of the Agreement through September 30,2019. Reporting.Customer is permitted to report monthly amounts in the LFR for its End Customers (in lieu of one-time annual reporting),unless otherwise speci ed in the LFR report. Exhibit A.Exhibit A of TL 1 is deleted in its entirety.Licensed Data for the Territories consists of Base Map Data (formerly known as NAVSTREETS Premium)and Additional Content (as may be selected in a License Supplement).Data is licensed for the Territory defined in the Agreement to the extent HERE has generally released Data for each area within the Territory.In some cases,only an Entry Map or Intermediate Map may be available for areas within the Territory.The precise content of the Data is more particularly described in the product speci cation documentation made available to Customer as part of the CTRG."CTRG"means the HERE Customer Technical Reference Guide,made available to Customer through the online data delivery service through which HERE makes Data and related documentation available for download by Customer. 4.Application Schedule No.1.Application Schedule No.1 of TL 1 is amended as delete the "End User Annual License Fees”tables on page 16 in their entirety.The deleted license fees are replaced with the following new pricing: 3.Here Real-Time Traffic Mana ement with XML Traffic Feed.Pricing for Real Time Traffic Management w/XML Traffic Feed is an annual fee based on the population of the licensed area.HERE Real Time Data may not be used in a publicly accessible application unless the Public Application premium has been paid.Map Display is included. Population of Licensed Area Annual Fee (USD) <250,000 30,000 250,000 —500,000 45,000 500,000 —2,000,000 60,000 2,000,000 -5,000,000 75,000 5,000,000 -10,000,000 +90,000 >10,000,000 Contact HERE The following premium multipliers will apply for the following uses: Description Multiplier A license to display HERE Real Time Traf c Data on a publicly accessible,non—revenue—generating webpage (the multiplier applies for each deployment“) Traf c Patterns when used in a Traffic Management Solution as s-eci ed on oa-e 12 ofTL 1 Public Internet Application Premium Additional Content 4;?“ PRJWITK’)?I1A«an‘.-7 17rlhi ItArit Pans 1 nf’K %:i HIRE CONFIDENTIAL Speed Limits FC-1-4 when used in a Traf c Management Solution 1.20 (as specified on page 12 of TL 1) *e.g.Website,Interactive Voice Response System,Mobile Phone Application,or Dynamic Message Signs Premium Additional Content b.Infrastructure Planning with Trip Data.Pricing for Infrastructure Planning with Trip Data is a one- time fee based on the population of the licensed area.Customer is granted a perpetual license to a 12- month period of historical data.Map Display is included. Population of Licensed Area One-Time Fee (USD) <250,000 10,000 I 250,000 —-500,000 15,000 I 500,000 —2,000,000 20,000 | 2,000,000 -5,000,000 25,000 | | | | | 5,000,000 -10,000,000 30,000 I >10,000,000 Contact HERE c.Infrastructure Planning with Speed Data.Pricing for Infrastructure Planning with Speed Data is a one—time fee based on the population of the licensed area.Customer is granted a perpetual license for up to 200 downloads (via a web portal)from 12 months of data.The Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display is included. Population of Licensed Area 0ne~Time Fee (USD) <250,ooo 20,000 | 250,000 —500,000 30,000 | 500,000 —2,000,000 40,000 | 2,000,000 —5,000,000 50,000 |5,000,000 —10,000,000 60,000 |>10,000,000 Contact HERE d.A minimum purchase commitment in the amount of $2,000 will apply to this Application Schedule No.1. 5.Prlncipal Discount.A new 25%principal discount is added to the Agreement,which is applicable to all license fees under Application Schedule No.1. 6.Price Letter.The Price Letter between the Parties,dated 31 May 2017,is hereby rescinded for all purposes. 7.Full force and Effect.Except as set forth in this Amendment,all terms and conditions of the Agreement remain in full force and effect. DR.{17HR77 I1LnF -9017I‘IM linric Pan:9 M 3 \‘I HER!CONFIDENTIAL WHEREAS,the Parties have executed this Amendment to be effective as of the Amendment Effective Date. HERE North America,LLC lteris,Inch“\ By:9k [1%.£1 lg “5%) lick By: Name:HERE Legal Name: Title:1?We 20H"Title: HERE North Ame ca,LLC By: ‘ Name:N.“Marcia» Title:Senior lea-l Cowl Dec If 20!”? PR— 7 97 t14.n=r‘..7n17n|m ":11:Dana .‘l (1'R .AA A. THIS DATA LICENSE AGREEMENT is made and entered into between HERE North America,LLC (“HERE")and iteris,Inc.(”Client”)as of the first day of the ca en ar mont now no t e ast party Signs eow t e ectrve Date e.g.,i e as party signs on a ,t e ectlve Date rs Madh'h'hhi ‘bi (h”Eff‘”i 'fthit ‘My24'"herr'' y 1“)Capitalized terms hereunder shall have the meanings set forth in Section 13 below or within the body of the Agreement (including any schedulesand attachments hereto). HERE Place of Incorporation: Client Place of incorporation: HERE Address: Con gure WEORMATJON Delaware Delaware HERE North America,LLC 425 West Randolph Street Chicago,illinois 60606-1530 Attn:Managing Director Phone:+1-312-894-7000 Fax:+1~312e894-7228 Client Address: iterls,inc, 1700 Carnegie Avenue,Ste 100 Santa Ana,CA 92705—5551 Aitn:Dan Gilliam,VP Contracts Phone:+949-270-9606 Fax:+949-Z70-9401 VAT Number:NZA 1.TERM or AGREEMENT The term of this Agreement shall commence on the Effective Date and continue for a period of three (3)years,unless terminated as provided herein (”Term”).The Term of this Agreement shall automatically extend for the duration of the term of each TL hereunder. Both parties have executed this Agreement by their duly authorized of cers as of the Effective Date, HERE NORTH AMERICA,LLC%175/<1— ”ame‘Lori scum DirectorTitle: Date:}0(ze/if HERE NORTH AMERiCA,LLC Name:m be Namn Senior Legal Counsel Date:\o/quliib Title: ITERIS,lNC. Mo’— Name:Dan Gilliam Title:Vice President Contracts Date:9/29/2014 iteris DLA PR7012114 PAGElOFB HERE CONFiDENTIAL 2.GRANT OF LICENSE 2.1 Data License.Subject to the restrictions set forth in Addendum A and elsewhere in this Agreement,HERE hereby grants Client a non-exclusive,non-transferable,non-sublicensable (except as set forth in 3 TL)license to use the Data as specified in the applicable TL and for internal purposes to develop applications that use the Data. 2.2 Data Rights.HERE represents and warrants that it has the right to grant all licenses granted by it hereunder.Client acknowledges that HERE,its licensors and suppliers:(a)own all intellectual property rights in and to the Data and (b)retain all such rights under this Agreement. 2.3 Third Party Suppliers.The Data may include data that HERE licenses from third parties.Client shall comply with all requirements and restrictions that such third parties may require HERE to impose on licensees.HERE will notify Client of such requirements and restrictions,which currently include those set forth in the applicable Tls. 2.4 End-User Licenses.Client shall cause each End-User to assent to end-user terms provided in a TL by HERE,or equivalent terms that are no less protective of HERE (”End-UserTerms"),in such a manner that the End User Terms be enforceable against the End User. HERE reserves the right to amend or replace End-User Terms upon 90 days prior written notice to Client.Further,Client shall provide each End-User with any legally required and otherwise appropriate instruction,warnings,disclaimers,and safety information. 2.5 US.Government EndrUsers.Client shall,for each United States government End-User (or other entity seeking or applying rights similar to those exercised by the U.S.government),(a)mark and label the media on which each copy of the Data delivered to each such End— User is stored;and (b)embed each electronic copy delivered to each such End-User;with the notices appearing in Addendum B.Client must seek permission from HERE prior to seeking additional or alternative rights in the Data to any U.S.government End-Users. 2.6 Evaluation License for Other Content.With respect to any geographic and related content that HERE generally makes available for use by its customers and that HERE has not already licensed to Client for commercial use ("Other Content"),HERE hereby grants Client a non—exclusive,non-transferable,restricted right during the Term to evaluate such Other Content and related documentation solely in its internal operations for possible licensing from HERE.HERE will deliver samples of such Other Content to Client upon Client’s request,and Client shall return such Other Content to HERE upon the earlier of the termination or expiration of this Agreement or HERE’S request.Client agrees not to (a)disclose or distribute such Other Content to any third parties,or (b)commercialize any products based on such Other Content without first entering into a definitive written agreement with HERE for the same.Client acknowledges that certain Other Content may only be available for evaluation subject to additional terms and conditions. 3.FEES 8r PAYMENT 3.1 Fees and Payment Terms.Client shall pay HERE license fees in the amounts and by the dates specified in each TL.Any amount not paid when due shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law.Client shall pay any and all fees,currency conversion costs,taxes and other costs or charges on all payments and transfers to HERE,exclusive of any income taxes calculated on HERE'S net income,for which HERE is solely responsible.To the extent that Client is required by law to withhold taxes based upon HERE'S revenue,or where Client is subject to withholding taxes based on Client’s revenue from an Application that uses the Data,Client may deduct such tax from the fees payable to HERE and remit them to the appropriate government authorities; provided that Client shall promptly send HERE a certificate showing the payment of such tax. 3.2 License Fee Reports.On or before the 10th day of each calendar month,Client shall provide HERE with a written report (even if no fees are due for such month).The report shall set forth the license fees and other charges clue and the basis of calculation thereof and such other information HERE may reasonably request,including such information as HERE minimally requires to support its obligations to report and pay royalties to its third party data suppliers. 4.TERMINATiON 4.1 Termination for Breach.Either party may terminate this Agreement or any TL by written notice (i)immediately upon material breach by the other party if such breach cannot be remedied,or (ii)if the other party fails to cure any material remediable breach within 30 days of receipt of written notice. 4.2 Termination for Bankruptcy.HERE may terminate this Agreement immediately if any of the following events occur affecting Client:(a)voluntary bankruptcy or application for bankruptcy;(b) involuntary bankruptcy or application for bankruptcy not discharged within 60 days;(c)appointment of receiver or trustee in bankruptcy for all or a portion of Client's assets;or (d)an assignment for the benefit of creditors. 4.3 Obligations On Termination'Survival.immediately following termination or expiration of this Agreement or any TL,Client shall cease any use whatsoever of the Data and information derived therefrom and all other information and materials provided by HERE to Client under the Agreement or TL.Client shall return or destroy (and certify such destruction)all of the foregoing within 30 clays of termination or expiration.Notwithstanding the foregoing,latent data such as deleted files,and other non-logical data types,such as memory dumps,swap files,temporary files,printer spool files,and metadata that can only be retrieved by computer forensics experts and is generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for return or destruction of data and information as set forth by this provision. Sections 3,4.3,8,9,10,11,12 and the second sentence of Section 2.2 shall survive termination or expiration of this Agreement. iteris DLA PR-012114 PAGEZDF8 HERE CONFIDENTlAL 5.DELIVERY Ki QUALlTY 5.1 Delivery.Subject to Client‘s performance of its obligations under this Agreement,HERE will make the Data available at a frequency mutually agreed upon by the parties,but not more often than once per calendar quarter.The Data will be In a format generally available from HERE,or as otherwise mutually agreed. 5.2 Qualim.HERE shall use commercially reasonable efforts to update and improve the quality of the Data. 5.3 Specification Changes.HERE reserves the right to modify the Data content specifications,including adding,deleting and re- categorizing data elements.HERE will provide Client with at least six months prior notice of any material modifications of the specifications of the Data. 5.4 Error Reporting.Client shall promptly provide any information it learns concerning errors,problems,complaints,and related matters concerning the Data to HERE,without charge,for HERE's unlimited use,including incorporation into the Data.Client shall not retain,acquire or assert any right,title or interest in or to the Data or the intellectual property rights thereto based on the transfer of such information to HERE or HERE'S use or incorporation of such information in the Data or otherwise. 6.CLIENT SAMPLES At HERE's reasonable request,Client shall provide HERE without charge a reasonable number of each Application (”Samples”).HERE may use the Samples solely for internal purposes of testing the Data and,with Client’s reasonable prior written consent,to demonstrate the Applications at trade shows and other promotional events. 7.COPVRIGHT Kt MARKETING 7.1 Copyright Notices.Client shall conspicuously display HERE's copyright notices and other proprietary rights legends (“HERE Legends")as specified by HERE (including,without limitation,as specified in the HERE Brand Guidance or successors or equivalents thereof),on Copies of the Data,and other placements within or related to the Application (collectively,”Collateral")as specified by HERE.Without limiting the foregoing,in all instances where Data is used or where Collateral references Data,Client shall attribute HERE as the creator and source of origin of the Data,and shall not in any way be misleading in that regard or represent or imply that Client or any third party is the creator or source of origin of the Data. 7.2 Display of Marks.Client shall prominently display HERE‘s trademarks,logos,service marks,trade names and similar designations (collectively "HERE Marks"),as specified by HERE in the HERE Brand Guidance or successors or equivalents thereof,on Copies of the Data and on all other Collateral as specified by HERE. 7.3 License of Marks.During the term of this Agreement,HERE grants Client a non-exclusive,non-transferable,non-sublicensable right to use the HERE Marks as required under Section 7.2.Client must conspicuously indicate in any and all materials displaying the HERE Marks that (a)HERE is the owner thereof or (b)the HERE Marks are trademarks or service marks of HERE,as applicable,or (c)all of the above,as applicable.Nothing stated herein shall constitute a grant or other transfer to Client of any right,title or interest in the HERE Marks or any other intellectual property rights of HERE.Client’s use of the HERE Marks shall inure to the benefit of HERE.Upon termination or expiration of this Agreement for any reason,Client shall immediately cease all use of HERE Marks. 7.4 Use of Client Marks.During the Term,HERE and its affiliates may reference Client's trade name,trademark(s)and logo(s)as a HERE customer including the name(s)and descriptions of Applications (collectively “Client Marks").Nothing stated herein shall constitute a grant or other transfer to HERE of any right,title or interest in Client Marks.Upon termination or expiration of this Agreement for any reason,HERE shall immediately cease all use of Client Marks. 8.DISCLAlMER Except as expressly set forth in this Agreement,the Data is provided ”as is"and HERE makes no representations or warranties.HERE expressly disclaims any implied warranties or conditions of any kind,including,without limitation,any warranty or condition of quality,performance, merchantability,fitness for a particular purpose or noninfringement.Except as specifically set forth in this Agreement,HERE does not warrant,guarantee,or make any representations regarding the use,or the results of the use,of the Data or any other materials in terms of correctness, accuracy,reliability,or otherwise. 9.LlMlTATlON ON LlABILITV 9.1 Except as otherwise provided in Sections 9.2 and 9.3 and to the maximum extent permitted by law,the liability of both parties shall be limited to direct damages only,thus excluding liability for any other damages such as indirect,special,incidental,consequential or punitive damages (including but not limited to lost profits,lost data, lost revenue,lost savings,lost business and loss of goodwill). 9.2 Each party acknowledges that substantial damages or loss, or both,could be suffered by the other party in the event of a breach by such party of its obligations under Section 11 (Confidentiality),and Client further acknowledges that substantial damages or loss,or both, could he suffered by HERE if Client breaches this Agreement by using the Data outside or beyond the scope of the license granted hereunder.Each party therefore agrees that the limitations set out in Sections 9.1 and 9.3 shall not apply to such breaches and that the breaching party‘s liability for such breaches shall not be limited. 9.3 The total liability of HERE with respect to the Data or the performance thereof will be limited exclusively to replacement of the Data or,ifin HERE's opinion,replacement is impracticable,a refund of the applicable license fee.Notwithstanding the foregoing,and notwithstanding any failure of the essential purpose of any right or remedy set forth herein,or that might be found or inferred herein,in no event shall HERE‘s aggregate liability with respect to any matters whatsoever arising under or in connection with the Agreement exceed an amount equivalent to the greatest amount of license fees paid to HERE for any year of this Agreement.Client understands that HERE is lterls DLA PR-012 114 PAGE3OF8 HERE CONFIDENTlAL not responsible for and will have no liability for hardware,software or other items or any services provided by any persons other than HERE. 9.4 The limitations set out in Section 9 shall not limit a party's obligation to indemnify the other under Section 10 below. 9.5 Client acknowledges and agrees that the fees and allocation of the risks (as expressed in the lndemnities and the limits on warranties,liabilities,damages and remedies)contained herein reflect the economic basis of this Agreement,in the absence of which this Agreement would not have been made. 10.INDEMNIFICATION 10.1 General Indemnification. 10.1(a)M Except to the extent that HERE is obligated to indemnify Client pursuant to Sections 10.1(b)and 10.2 below,Client shall indemnify and hold harmless HERE and its officers,directors,employees,agents and affiliates from and against any and all liability of HERE to a third party and all reasonable costs incurred by HERE in defending against or settling any claim by a third party,including liability for personal injury and product liability,which arise from any cause or event which is attributable to (a)any use of the Data by Client or any third party that uses the Data and/or any information derived therefrom as a result of the license granted to Client hereunder,or (b)Client’s failure to perform or comply with any term of this Agreement. 10.1(b) Except to the extent that Client is obligated to indemnify HERE pursuant to Sections 10.1(a)and HERE intellectual property indemnification pursuant to 10.2 below,HERE shall indemnify and hold harmless Client and its officers,directors,employees,agents and affiliates from and against any and all liability of Client to a third party and all reasonable costs incurred by Client in defending against or settling any claim by a third party,including liability for personal injury and product liability,which arise from any cause or event which is attributable to (a)the negligent acts and/or omissions or willful misconduct of HERE,its agents, employees,officers,or directors,and (b)HERE's failure to perform or comply with any material term of this Agreement. 10.2 Intellectual Property Indemnification.Subject to Client's performance of its obligations under this Agreement,HERE shall at its sole option defend or settle at its expense any claim or suit against Client arising out of or in connection with an assertion that the Data infringes any copyrights and HERE shall indemnify and hold harmless Client from damages,costs,and attorneys’fees,if any,finally awarded in such suit or the amount of the settlement thereof;provided that (i) HERE is promptly notified in writing ofsuch claim or suit,(ii)HERE shall have the sole control of the defense and/or settlement thereof,and (iii)Client furnishes to HERE,on request,all relevant information available to Client and reasonable cooperation for such defense.The foregoing in this Section 102 shall be the sole obligation of HERE and the exclusive remedy of Client with respect to any alleged infringement by the Data of any third party’s intellectual property rights.Client shall not admit or settle any such claim or suit without the prior written consent of HERE.HERE shall have no obligation under this Section 10.2 if and to the extent that such claim or suit arises from:(1)compliance by HERE with Client’s specifications,(2) modification of the Data other than by HERE,(3)the combination of the Data with products or services other than those supplied by HERE, (4)Client continuing any manufacturing,distribution,or licensing after being notified of any allegedly infringing activity or after being informed of or provided with modifications that would have avoided the alleged Infringement,or (5)Client’s use of the Data that is not strictly in accordancewith the license granted under this Agreement. 11.CONFIDENTIALITY Each party agrees that all business,technical,financial and other information that it obtains from the other is the confidential property of the disclosing party (“Confidential Information"of the disclosing party).Except as expressly and unambiguously allowed herein,the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing.Each party may disclose Confidential Information of the other to the receiving party's parent company,affiliates auditors,accountants,consultants,and contractors (”Representatives"),provided that Representatives receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein.Upon termination of this Agreement or upon request of the disclosing party,the receiving party will return to the disclosing party or destroy (and certify such destruction)all Confidential Information of such disclosing party,all documents and media containing such Confidential Information and any and all copies or extracts thereof.Notwithstanding the foregoing, latent data such as deleted files,and other non-logical data types, such as memory dumps,swap files,temporary files,printer spool files, and metadata that can only be retrieved by computer forensics experts and is generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for return or destruction of data and information as set forth by this provision.The receiving party shall not be obligated under this Section with respect to information the receiving party can document:(a)is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents;or (b)is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information;or (c)was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party;or (d)was independently developed by employees or consultants of the receiving party without access to such Confidential Information;or (e) is required to be disclosed by law or order of court of competent jurisdiction. 12.OTHER PROVISIONS 12.1 General.This Agreement together with its addenda,TI:and other attachments (if any)is the entire agreement between the parties regarding the subject matter hereof.lt supersedes all prior oral or written communications,representations,undertakings and agreements of the parties relating thereto and prevails over any conflicting or additional terms of any quote,order,acknowledgement, lteris DLA PR-012114 PAGE4OF8 HERE CONFIDENTIAL purchase order or similar communication between the parties during the Term.This Agreement may be modified or amended only by a written instrument duly executed by the parties.To the extent that any of the provisions of a TL are inconsistent with,or conflict with,any of the provisions of this Agreement,the provisions of such TL shall prevail with respect to such TL.This Agreement may be executed in counterparts,each of which shall be an original,but all of which together shall constitute one instrument.The exchange of a fully executed Agreement (in counterparts or otherwise)by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement. 12.2 Waiver.No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver,and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement. 12.3 Severabiiity.if any provision of this Agreement is held to be invalid,illegal,or unenforceable,the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein.The parties agree to substitute for such provision a valid provision that most closely approximates the intent ofsuch severed provision. 12.4 Governing Law.This Agreement shall be construed and governed by the substantive laws of the State of illinois without giving effect to the conflict of laws provisions.The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement. 12.5 Right to Audit.Client shall maintain accurate records regarding its use of the Data and for license fees and other charges and the calculation thereof for 3 years after the due date for payment of such license fees and other charges to HERE.HERE shall have the right once annually,at its own expense,to audit at Client's premises Client records which are reasonably necessary,as determined by HERE in good faith,to fully verify the license fees and other charges and compliance with this Agreement.Client shall provide HERE access to such Client records no later than thirty (30)days following receipt of written notice of the audit from HERE.Any audit shall occur within 3 years following the due date of the applicable fee payment.HERE shall treat such records as confidential under Section 11.if an audit determines that the amounts due during the applicable period exceed payments actually made by 5%or more,then Client shall reimburse HERE the cost of the audit,and pay HERE the fees and other charges due,plus interest as specified in Section 3.1,within 10 days of completion of the audit. 12.6 Assignment.The rights and obligations of each Party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other Party,which consent will not be unreasonably withheld,except that HERE may assign this Agreement to an Affiliate or any entity that acquires substantially all of its respective stock,assets or business.Any transfer or assignment attempted in contravention of this section shall be void. 12.7 Notices.All notices under this Agreement must be in writing and delivered by hand,fax or nationally recognized overnight courier addressed if to HERE and if to Client at the HERE Address and the Client Address,respectively,set forth on the cover page,or at such other address as either party shall have furnished to the other in writing.Such notices shall be effective (a)if sent by overnight courier, two business days after mailing,and (b)if sent otherwise,upon receipt. 12.8 Limitation on Action.Except for any breach of Client’s payment obligations or any unauthorized use of HERE’s intellectual property rights,any action by either party in connection with this Agreement must be brought within two years after the cause of action arose or such longer period as required by applicable law. 12.9 Force Ma'eure.Neither party shall be liable to the other for a failure to perform any of its obligations under this Agreement, except for payment obligations,due to circumstances beyond its reasonable control,provided such party notifies the other of the delay. 1210 Relationship.This Agreement is between HERE and Client. No third party beneficiaries are intended.in connection with this Agreement each party is an independent contractor and as such does not have any authority to bind or commit the other.Nothing herein shall be deemed or construed to create a joint venture,partnership or agency relationship between the parties for any purpose. 13-DEW 13.1 "Add-Ons"shall mean additional content generally released by HERE from time to time for which HERE does not charge,in its sole discretion,additional license fees.HERE shall be under no obligation to release such additional content,except as otherwise expressly agreed in writing. 13.2 "Affiliate"of a Party means an entity (i)which is directly or indirectly controlling such Party;(ii)which is under the same direct or indirect ownership or control as such Party;or (iii)which is directly or indirectly owned or controlled by such Party.For these purposes,an entity shall be treated as being controlled by another if that other entity has fifty percent (50%)or more of votes in such entity,is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. 13.3 “Agreement”shall mean this Data License Agreement together with its addenda,TLs and other attachments (if any). 134 "Application"shall mean a product,apparatus,service or system specifically identified in a TL for which use of the Data is authorized. 13.5 "Data"shall mean the geographic data of the Territory made by or for,and generally released by,HERE and limited to the contents specified in a TL and Add-Ons. 13.6 ”End-User"shall mean any entity or person who receives or uses a copy of all or any portion of the Data or information contained therein or derived therefrom for personal use in an Application with no right to copy,sublicense or loan the same. Iteris DLA PR-012114 PAGESOFE HERE CONFIDENTlAL 13.7 "Territory"shall mean the geographical area to which the Data pertains,as specified in 3 TL. 13.8 “TL"shall mean each fully executed Territory License. Iteris DLA PR-012114 PAGESOFS HERE CONFIDENTIAL ADDENDUMA Restrictions 1.General Restrictions.Client shall not: A.make any modifications,adaptations,or alterations of or to the Data (collectively "Modifications”)or associate or add any data to or in combination with the Data (collectively ”Additions”),without HERE’S prior written approval,except that Client may (1)reformat or recompile the Data for use in Applications,(2)add or associatefeatures or attributes to the Data of a type not already included within the HERE Standard Data Content &Quality Specification (”Specification”),and (3)append to the Data geographic data of third parties for any country for which HERE has less than 20%Prime City coverage (as defined in the Specification).Notwithstanding the foregoing,in no event shall Client make any Modifications or Additions that in any manner materially reduce,impair,or otherwise negatively impact upon the accuracy,completeness,integrity,or safety of the Data; B.disassembleor otherwise reverse engineerthe Data; C.combine,incorporate,utilize,or distribute Copies of the Data with or In connection with any product or system which,alone or in combination with such Copies,infringes any other person's or entity‘s intellectual property rights or any other rights; D.export from anywhere any part of the Data or any direct product thereof except In compliance with,and with all licenses and approvals required under,applicable export laws,rules and regulations.To the extent that any such export laws,rules or regulations prohibit HERE from complying with any of its obligations hereunder to deliver or distribute Data,such failure shall be excused and shall not constitute a breach of this Agreement;or E.use the Data in any manner not expresslyauthorized herein. 2.Due Care.Client shall be responsible for,and shall exercise any and all legally required care and diligence in connection with the design, manufacturing,workmanship,testing,distrlbutlon,operation,and safety of any product or Application which incorporates or otherwise utilizes the Data pursuant to the license granted to Client hereunder.Any product,system or Application developed by or for Client that incorporates or otherwise utilizes the Data shall be free of any material defects in design,manufacturing,workmanship,or otherwise.Client shall comply with any and all laws,rules and regulations to the extent applicable to the Data. 3.Unauthorized and Unlicensed Use.All unauthorized,unintended,unsafe,hazardous,unlawful,or illegal uses of the Data are expressly prohibited.With respect to each TL,to the extent that any Data delivered to Client hereunder contains either data elements other than those specified in the TL or Data for geographic areas outside of the Territory (collectively "Unlicensed Data"),Client shall refrain from using such Unlicensed Data. 4.Restriction Against Disclosure of Certain Data Attributes.Notwithstanding anything to the contrary in this Agreement,Data attributes of (i) Access Restrictions &Conditions,(ii)Internal Intersection Llnks,(ill)Maneuvers,(iv)indescribable Links,(v)Special Explication,and (vi)House Number Ranges,may be used by the Application for calculation purposes only,and such attributes may not be displayed or otherwise disclosed to End-Users or anyone else;provided,however,that specific house numbers may be derived from House Number Ranges and displayed to End-Users to identify correlating locations satlsfying search queries of End-Users.In addition,the Data attribute of Sign Text may only be displayed or otherwise revealed in connection with a specific route for which drlvlng directions and/or route guidance is provided to an End-User. 5.Restrictions Against Sales Lead.HERE licenses POIs from a third party supplier.Based on restrictions imposed on HERE by such supplier:POls Included in the Data may not be used to generate sales lead information in the form of ASCII or other text-formatted lists of category-specific business listings which (i)include complete mailing address for each business,and (Ii)contain a substantial portion of such listings for a particular county,city,state,or zip code region;provided,however,that the foregoing restriction shall not include any application where mailing address or phone numbers are provided in a bit map graphical image or in another non-text format. Iteris DLA PR-012114 PAGE7OF8 HERE CONFIDENTIAL ADDENDUMB U.S.Government End-Users if the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government,[insert ”HERE Data"or such other name that Client uses specifically to refer to HERE Data] (hereinafter ”Data”)is a "commercial item"as that term is defined at 48 C.F.R.(”FAR")2.101,is licensed in accordance with [insert the name afthe terms/conditions in which this notice is included],and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following ”Notice of Use,"and shall be treated in accordancewith such Notice: NoTicE or USE CONTRACTOR(MANUFACTURER/SUPPLIER)NAME:HERE CONTRACTOR (MANUFACTURER/SUPPLIER)Aonness:c/o NOKIA,425 W.Randolph St,Chicago,illinois 60606 This Data is a commercial item as defined In FAR 2.101 and is subject to [insert the name of the terms/conditions in which this notice is included]under which this Data was provided. ©ZUXX HERE—All rights reserved. if the Contracting Officer,federal government agency,or any federal official refuses to use the legend provided herein,the Contracting Officer, federal government agency,or any federal official must notify HERE prior to seeking additional or alternative rights in the Data. lteris DLA PR—012114 PAGESOFB HERE CONFlDENTlAL HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 1 of 5 SECOND AMENDMENT to DATA LICENSE AGREEMENT This Second Amendment (this "Amendment") to the Data License Agreement (the “DLA”) and Territory License No. 1 (“TL 1”), both effective October 1, 2014 (collectively the "Agreement''), by and between HERE North America, LLC (“HERE”) and Iteris, Inc. (“Customer”), is made and entered into as of September 30, 2019 (the “Amendment Effective Date”). Capitalized terms used in this Amendment shall have the meaning given to such terms in the Agreement. WHEREAS, for good and valuable consideration received and acknowledged, the parties agree to amend the terms of the Agreement as set forth below: 1. Term. The Term (Section 1 of the DLA) and the TL Term (Section 1 of TL1) are hereby extended for an additional period of two (2) years, for a cumulative period of seven (7) years from the execution date of the Agreement through September 30, 2021. 2. Reporting. Customer is permitted to report monthly amounts in the LFR for its End Customers (in lieu of one-time annual reporting), unless otherwise specified in the LFR report. 3. Exhibit A. Exhibit A of TL 1 is deleted in its entirety. Licensed Data for the Territories consists of Base Map Data (Formerly known as NAVSTREETS Premium) and Additional Content (as may be selected in a License Supplement). Data is licensed for the Territory defined in the Agreement to the extent HERE has generally released Data for each area within the Territory. In some cases, only an Entry Map or Intermediate Map may be available for areas within the Territory. The precise content of the Data is more particularly described in the product specification documentation made available to Customer as part of the CTRG. “CTRG” means the HERE Customer Technical Reference Guide, made available to Customer through the online data delivery service through which HERE makes Data and related documentation available for download by Customer. 4. Application Schedule No. 1. Application Schedule No. 1 of the First Amendment is amended and replaced with the following new pricing: a. Here Real-Time Traffic Management with XML Traffic Feed. Pricing for Real Time Traffic Management w/ XML Traffic Feed is an annual fee based on the population or directional mile of the licensed area. HERE Real Time Data may not be used in a publicly accessible application unless the Public Application premium has been paid. This consists of all features available in the XML feed. Map Display with Speed Limits FC 1-5, Distance Markers, Signs, Signals and Warnings, and Number of Lanes are included. i. Population-based pricing for geographical areas Population of Licensed Area Annual Fee (USD) <250,000 30,000 250,000 – 500,000 45,000 500,000 – 2,000,000 60,000 2,000,000 – 5,000,000 75,000 5,000,000 – 10,000,000 90,000 10,000,000 – 15,000,000 105,000 15,000,000 – 20,000,000 120,000 >20,000,000 Contact HERE DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 2 of 5 ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 270.00 FC 3 45.00 FC 4-5 6.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: Name Description Multiplier Perpetual License HERE Traffic data may be archived and stored by the Customer 1.50 Public Internet Application A license to display HERE Real Time Traffic Data on a publicly accessible, non-revenue-generating webpage (the multiplier applies for each deployment*) 1.25 High Tier Additional Content Census Boundaries with Demographics, Enhanced Curvature & Enhanced Height and Slope, Point Addressing, Trucks* (All) 1.20 Mid-Tier Additional Content 2D Junction Visuals, 3D Landmarks, Advanced 3D City Models, Census Boundaries, Postal Code Points 1.10 Low-Tier Additional Content 2D Generalized Junction Visuals, 3D Landmarks, Basic 3D City Models, Census IDs, Extended Listings, Fuel Types, Neighborhood Boundaries, Postal-Code Boundaries, Toll Costs, Trucks* (Single Feature) 1.05 Archived Data A single delivery of archived XML Traffic Feed data from a period prior to the contract date, covering the Licensed Area, per 12 month period delivered 1.50 *e.g. Website, Interactive Voice Response System, Mobile Phone Application, or Dynamic Message Signs. *Truck features include: Environmental Zones, Hazmat, Legal Restrictions, Loading Dock Locations, Physical Restrictions, Truck POI, and Truck Warnings. DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 3 of 5 b. Infrastructure Planning with Speed Data. Pricing for Infrastructure Planning with Speed Data is a one-time fee based on the population or directional mile of the licensed area. Customer is granted a perpetual license for up to 200 downloads (via a web portal) from 12 months of data. The Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display with Speed Limits FC 1-5, Distance Markers, Signs, Signals and Warnings, and Number of Lanes are included. i. Population-based pricing for geographical areas Population of Licensed Area One-Time Fee (USD) <250,000 20,000 250,000 – 500,000 30,000 500,000 – 2,000,000 40,000 2,000,000 – 5,000,000 50,000 5,000,000 – 10,000,000 60,000 10,000,000-15,000,000 70,000 15,000,000 – 20,000,000 80,000 >20,000,000 Contact HERE ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 180.00 FC 3 30.00 FC 4-5 4.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: In addition to standard reseller discounts, a Project License discount may be applied to the Infrastructure Planning w/ Speed Data license fee. The Project License discount grants a single download of data from a historical 12-month period. Access to the Traffic Analytics website is not included if this discount is applied. Name Multiplier Project License 0.75 Name Description Multiplier Additional History Each additional year of data 1.50 DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 4 of 5 c. Archived Data. Pricing for archived XML Traffic Feed data is based on the population or directional mile of the licensed area. Subject to compliance with the terms and conditions of TL1, Customer is granted a perpetual license for 12 months of data from April 2016 onwards. Subject to HERE’s approval, the Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display with Speed Limits FC 1-5 and Distance Markers are included. i. Population-based pricing for geographical areas Population of Licensed Area One-Time Fee (USD) <250,000 20,000 250,000 – 500,000 30,000 500,000 – 2,000,000 40,000 2,000,000 – 5,000,000 50,000 5,000,000 – 10,000,000 60,000 10,000,000-15,000,000 70,000 15,000,000 – 20,000,000 80,000 >20,000,000 Contact HERE ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 180.00 FC 3 30.00 FC 4-5 4.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: Name Description Multiplier Additional History Each additional year of data 1.50 d. Location Mapping. Pricing for Location Mapping, meaning the provision of digital maps, route calculation, location search capabilities, and the display of the position of the end user on the map to business and/or consumer end users is based on a per transaction fee. The fees are $0.0005 per transaction. e. Map Content. Pricing for HERE Map Content is set out in the HERE Reseller Price Book. 5. Licensed Use. The parties agree to amend Section V of the Terms and Conditions of TL1, specifically part A, regarding the Demonstration Sublicense Rights, and mutually agree to extend the permitted duration of each Third Party demonstration period from three (3) month demonstration periods to six (6) month demonstration periods (“Demonstration Periods”). For purposes of clarity, subject to compliance with the other terms and conditions of the agreement, the parties agree that Iteris may use Sublicense Rights for customer meetings, proof of concepts, and pilots with its customers for six (6) months during these Demonstration Periods. 6. Principal Discount. A new 25% principal discount is added to the Agreement, which is applicable to all license fees under Application Schedule No. 1. 7. Full force and Effect. Except as set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect. DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 5 of 5 WHEREAS, the Parties have executed this Amendment to be effective as of the Amendment Effective Date. HERE North America, LLC Iteris, Inc. By: _______________________________ By: ____________________________________ Name: _______________________________ Name: ____________________________________ Title: _______________________________ Title: ____________________________________ HERE North America, LLC By: _______________________________ Name: _______________________________ Title: _______________________________ Scott Perley VP, Performance Analytics DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F Director Legal Counsel Simon Anolick January 27, 2020 | 11:58 AM PST January 27, 2020 | 12:44 PM PST Senior Patent Attorney ADIL MUSABJI HERE CONFIDENTIAL FIRST AMENDMENT to DATA LICENSE AGREEMENT This First Amendment (this "Amendment")to the Data License Agreement (the "DLA")and Territory License No.1 (”TL 1”),both effective October 1,2014 (collectively the "Agreement"),by and between HERE North America,LLC (”HERE")and Iteris,Inc.(”Customer”),is made and entered into as of October 1,2017 (the ”Amendment Effective Date”).Capitalized terms used in this Amendment shall have the meaning given to such terms in the Agreement. WHEREAS,for good and valuable consideration received and acknowledged,the parties agree to amend the terms of the Agreement as set forth below: 1.Term.The Term (Section 1 of the DLA)and the TL Term (Section 1 of TLl)are hereby extended for an additional period of two (2)years,for a cumulative period of ve (5)years from the execution date of the Agreement through September 30,2019. Reporting.Customer is permitted to report monthly amounts in the LFR for its End Customers (in lieu of one-time annual reporting),unless otherwise speci ed in the LFR report. Exhibit A.Exhibit A of TL 1 is deleted in its entirety.Licensed Data for the Territories consists of Base Map Data (formerly known as NAVSTREETS Premium)and Additional Content (as may be selected in a License Supplement).Data is licensed for the Territory defined in the Agreement to the extent HERE has generally released Data for each area within the Territory.In some cases,only an Entry Map or Intermediate Map may be available for areas within the Territory.The precise content of the Data is more particularly described in the product speci cation documentation made available to Customer as part of the CTRG."CTRG"means the HERE Customer Technical Reference Guide,made available to Customer through the online data delivery service through which HERE makes Data and related documentation available for download by Customer. 4.Application Schedule No.1.Application Schedule No.1 of TL 1 is amended as delete the "End User Annual License Fees”tables on page 16 in their entirety.The deleted license fees are replaced with the following new pricing: 3.Here Real-Time Traffic Mana ement with XML Traffic Feed.Pricing for Real Time Traffic Management w/XML Traffic Feed is an annual fee based on the population of the licensed area.HERE Real Time Data may not be used in a publicly accessible application unless the Public Application premium has been paid.Map Display is included. Population of Licensed Area Annual Fee (USD) <250,000 30,000 250,000 —500,000 45,000 500,000 —2,000,000 60,000 2,000,000 -5,000,000 75,000 5,000,000 -10,000,000 +90,000 >10,000,000 Contact HERE The following premium multipliers will apply for the following uses: Description Multiplier A license to display HERE Real Time Traf c Data on a publicly accessible,non—revenue—generating webpage (the multiplier applies for each deployment“) Traf c Patterns when used in a Traffic Management Solution as s-eci ed on oa-e 12 ofTL 1 Public Internet Application Premium Additional Content 4;?“ PRJWITK’)?I1A«an‘.-7 17rlhi ItArit Pans 1 nf’K %:i HIRE CONFIDENTIAL Speed Limits FC-1-4 when used in a Traf c Management Solution 1.20 (as specified on page 12 of TL 1) *e.g.Website,Interactive Voice Response System,Mobile Phone Application,or Dynamic Message Signs Premium Additional Content b.Infrastructure Planning with Trip Data.Pricing for Infrastructure Planning with Trip Data is a one- time fee based on the population of the licensed area.Customer is granted a perpetual license to a 12- month period of historical data.Map Display is included. Population of Licensed Area One-Time Fee (USD) <250,000 10,000 I 250,000 —-500,000 15,000 I 500,000 —2,000,000 20,000 | 2,000,000 -5,000,000 25,000 | | | | | 5,000,000 -10,000,000 30,000 I >10,000,000 Contact HERE c.Infrastructure Planning with Speed Data.Pricing for Infrastructure Planning with Speed Data is a one—time fee based on the population of the licensed area.Customer is granted a perpetual license for up to 200 downloads (via a web portal)from 12 months of data.The Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display is included. Population of Licensed Area 0ne~Time Fee (USD) <250,ooo 20,000 | 250,000 —500,000 30,000 | 500,000 —2,000,000 40,000 | 2,000,000 —5,000,000 50,000 |5,000,000 —10,000,000 60,000 |>10,000,000 Contact HERE d.A minimum purchase commitment in the amount of $2,000 will apply to this Application Schedule No.1. 5.Prlncipal Discount.A new 25%principal discount is added to the Agreement,which is applicable to all license fees under Application Schedule No.1. 6.Price Letter.The Price Letter between the Parties,dated 31 May 2017,is hereby rescinded for all purposes. 7.Full force and Effect.Except as set forth in this Amendment,all terms and conditions of the Agreement remain in full force and effect. DR.{17HR77 I1LnF -9017I‘IM linric Pan:9 M 3 \‘I HER!CONFIDENTIAL WHEREAS,the Parties have executed this Amendment to be effective as of the Amendment Effective Date. HERE North America,LLC lteris,Inch“\ By:9k [1%.£1 lg “5%) lick By: Name:HERE Legal Name: Title:1?We 20H"Title: HERE North Ame ca,LLC By: ‘ Name:N.“Marcia» Title:Senior lea-l Cowl Dec If 20!”? PR— 7 97 t14.n=r‘..7n17n|m ":11:Dana .‘l (1'R HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 1 of 5 SECOND AMENDMENT to DATA LICENSE AGREEMENT This Second Amendment (this "Amendment") to the Data License Agreement (the “DLA”) and Territory License No. 1 (“TL 1”), both effective October 1, 2014 (collectively the "Agreement''), by and between HERE North America, LLC (“HERE”) and Iteris, Inc. (“Customer”), is made and entered into as of September 30, 2019 (the “Amendment Effective Date”). Capitalized terms used in this Amendment shall have the meaning given to such terms in the Agreement. WHEREAS, for good and valuable consideration received and acknowledged, the parties agree to amend the terms of the Agreement as set forth below: 1. Term. The Term (Section 1 of the DLA) and the TL Term (Section 1 of TL1) are hereby extended for an additional period of two (2) years, for a cumulative period of seven (7) years from the execution date of the Agreement through September 30, 2021. 2. Reporting. Customer is permitted to report monthly amounts in the LFR for its End Customers (in lieu of one-time annual reporting), unless otherwise specified in the LFR report. 3. Exhibit A. Exhibit A of TL 1 is deleted in its entirety. Licensed Data for the Territories consists of Base Map Data (Formerly known as NAVSTREETS Premium) and Additional Content (as may be selected in a License Supplement). Data is licensed for the Territory defined in the Agreement to the extent HERE has generally released Data for each area within the Territory. In some cases, only an Entry Map or Intermediate Map may be available for areas within the Territory. The precise content of the Data is more particularly described in the product specification documentation made available to Customer as part of the CTRG. “CTRG” means the HERE Customer Technical Reference Guide, made available to Customer through the online data delivery service through which HERE makes Data and related documentation available for download by Customer. 4. Application Schedule No. 1. Application Schedule No. 1 of the First Amendment is amended and replaced with the following new pricing: a. Here Real-Time Traffic Management with XML Traffic Feed. Pricing for Real Time Traffic Management w/ XML Traffic Feed is an annual fee based on the population or directional mile of the licensed area. HERE Real Time Data may not be used in a publicly accessible application unless the Public Application premium has been paid. This consists of all features available in the XML feed. Map Display with Speed Limits FC 1-5, Distance Markers, Signs, Signals and Warnings, and Number of Lanes are included. i. Population-based pricing for geographical areas Population of Licensed Area Annual Fee (USD) <250,000 30,000 250,000 – 500,000 45,000 500,000 – 2,000,000 60,000 2,000,000 – 5,000,000 75,000 5,000,000 – 10,000,000 90,000 10,000,000 – 15,000,000 105,000 15,000,000 – 20,000,000 120,000 >20,000,000 Contact HERE DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 2 of 5 ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 270.00 FC 3 45.00 FC 4-5 6.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: Name Description Multiplier Perpetual License HERE Traffic data may be archived and stored by the Customer 1.50 Public Internet Application A license to display HERE Real Time Traffic Data on a publicly accessible, non-revenue-generating webpage (the multiplier applies for each deployment*) 1.25 High Tier Additional Content Census Boundaries with Demographics, Enhanced Curvature & Enhanced Height and Slope, Point Addressing, Trucks* (All) 1.20 Mid-Tier Additional Content 2D Junction Visuals, 3D Landmarks, Advanced 3D City Models, Census Boundaries, Postal Code Points 1.10 Low-Tier Additional Content 2D Generalized Junction Visuals, 3D Landmarks, Basic 3D City Models, Census IDs, Extended Listings, Fuel Types, Neighborhood Boundaries, Postal-Code Boundaries, Toll Costs, Trucks* (Single Feature) 1.05 Archived Data A single delivery of archived XML Traffic Feed data from a period prior to the contract date, covering the Licensed Area, per 12 month period delivered 1.50 *e.g. Website, Interactive Voice Response System, Mobile Phone Application, or Dynamic Message Signs. *Truck features include: Environmental Zones, Hazmat, Legal Restrictions, Loading Dock Locations, Physical Restrictions, Truck POI, and Truck Warnings. DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 3 of 5 b. Infrastructure Planning with Speed Data. Pricing for Infrastructure Planning with Speed Data is a one-time fee based on the population or directional mile of the licensed area. Customer is granted a perpetual license for up to 200 downloads (via a web portal) from 12 months of data. The Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display with Speed Limits FC 1-5, Distance Markers, Signs, Signals and Warnings, and Number of Lanes are included. i. Population-based pricing for geographical areas Population of Licensed Area One-Time Fee (USD) <250,000 20,000 250,000 – 500,000 30,000 500,000 – 2,000,000 40,000 2,000,000 – 5,000,000 50,000 5,000,000 – 10,000,000 60,000 10,000,000-15,000,000 70,000 15,000,000 – 20,000,000 80,000 >20,000,000 Contact HERE ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 180.00 FC 3 30.00 FC 4-5 4.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: In addition to standard reseller discounts, a Project License discount may be applied to the Infrastructure Planning w/ Speed Data license fee. The Project License discount grants a single download of data from a historical 12-month period. Access to the Traffic Analytics website is not included if this discount is applied. Name Multiplier Project License 0.75 Name Description Multiplier Additional History Each additional year of data 1.50 DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 4 of 5 c. Archived Data. Pricing for archived XML Traffic Feed data is based on the population or directional mile of the licensed area. Subject to compliance with the terms and conditions of TL1, Customer is granted a perpetual license for 12 months of data from April 2016 onwards. Subject to HERE’s approval, the Customer may elect to receive future months as part of the 12 months of data which will be downloaded during the contract period. Map Display with Speed Limits FC 1-5 and Distance Markers are included. i. Population-based pricing for geographical areas Population of Licensed Area One-Time Fee (USD) <250,000 20,000 250,000 – 500,000 30,000 500,000 – 2,000,000 40,000 2,000,000 – 5,000,000 50,000 5,000,000 – 10,000,000 60,000 10,000,000-15,000,000 70,000 15,000,000 – 20,000,000 80,000 >20,000,000 Contact HERE ii. Distance-based pricing for road segments* Functional Class Annual Fee (USD) per directional mile FC 1-2 180.00 FC 3 30.00 FC 4-5 4.00 *Per mile pricing for Real-Time Traffic requires a minimum fee per project of $2,000. The following premium multipliers will apply for the following uses: Name Description Multiplier Additional History Each additional year of data 1.50 d. Location Mapping. Pricing for Location Mapping, meaning the provision of digital maps, route calculation, location search capabilities, and the display of the position of the end user on the map to business and/or consumer end users is based on a per transaction fee. The fees are $0.0005 per transaction. e. Map Content. Pricing for HERE Map Content is set out in the HERE Reseller Price Book. 5. Licensed Use. The parties agree to amend Section V of the Terms and Conditions of TL1, specifically part A, regarding the Demonstration Sublicense Rights, and mutually agree to extend the permitted duration of each Third Party demonstration period from three (3) month demonstration periods to six (6) month demonstration periods (“Demonstration Periods”). For purposes of clarity, subject to compliance with the other terms and conditions of the agreement, the parties agree that Iteris may use Sublicense Rights for customer meetings, proof of concepts, and pilots with its customers for six (6) months during these Demonstration Periods. 6. Principal Discount. A new 25% principal discount is added to the Agreement, which is applicable to all license fees under Application Schedule No. 1. 7. Full force and Effect. Except as set forth in this Amendment, all terms and conditions of the Agreement remain in full force and effect. DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F HERE CONFIDENTIAL Q-03037 (1-OCT-2019sg) Iteris Page 5 of 5 WHEREAS, the Parties have executed this Amendment to be effective as of the Amendment Effective Date. HERE North America, LLC Iteris, Inc. By: _______________________________ By: ____________________________________ Name: _______________________________ Name: ____________________________________ Title: _______________________________ Title: ____________________________________ HERE North America, LLC By: _______________________________ Name: _______________________________ Title: _______________________________ Scott Perley VP, Performance Analytics DocuSign Envelope ID: 1FDF1A0A-58D5-4230-AB80-C4B2C1F6054F Director Legal Counsel Simon Anolick January 27, 2020 | 11:58 AM PST January 27, 2020 | 12:44 PM PST Senior Patent Attorney ADIL MUSABJI About Us Iteris is the global leader in applied informatics for transportation and agriculture. We turn big data into big breakthrough solutions by equipping our customers with contextually relevant, science backed insights to make transportation safer and more efficient, and agriculture sustainable and more productive. Innovating through InformaticsTM www.iteris.com 2020 Submittal by Traffop Corp 4/30/2020 Automated Traffic Signal Performance Measures (ATSPM) System Attachment 6: Traffop Proposal 1 | P a g e AUTOMATED TRAFFIC SIGNAL PERFORMANCE MANAGEMENT (ATSPM) SYSTEM FOR CITY OF SOUTH SAN FRANCISCO May 1st, 2020 Bianca Lui, P.E. Engineering Division City of South San Francisco RE: AUTOMATED TRAFFIC SIGNAL PERFORMANCE MEASURES (ATSPM) SYSTEM Dear Ms. Liu: On behalf of Traffop Corporation, I am pleased to submit a proposal for the Automated Traffic Signal Performance Management (ATSPM) System in the City of South San Francisco. We are excited to offer robust, easy to use Automated Signal Performance Measures software, comprehensive performance dashboards, and ATSPM expertise to the City of South San Francisco. Traffop team of traffic professionals and software engineers is intimately familiar with the history, operation, technical, and operational challenges of operating an ATSPM system and we will deliver an innovative, comprehensive, and reliable solution to the City of South San Francisco. Our modern and intuitive software together with our knowledge of traffic systems and traffic operations, our knowledge of ATC controllers, and our experience building robust and scalable software solutions will ensure we are an effective partner to your team as you continue to deliver improved mobility to an ever-evolving City of South San Francisco. We would like to state that there are no conflicts of interest that would limit our firm’s ability to provide the requested service detailed in this RFP. We acknowledge the receipt of Automated Signal Performance Measures System RFP and amendments. This proposal is a firm offer to enter the contract within 120 days from May 1st, 2020. Aleksandar Mitrovic President sasa@traffop.com 602-350-9353 4937 E Andora Dr, Scottsdale, AZ 85254 2 | P a g e Table of Contents 1. PROJECT UNDERSTANDING AND APPROACH .......................................................................................................... 3 SOME EXAMPLES OF HOW ATSPM SYSTEM CAN BE USED ......................................................................... 5 ATSPM INNOVATIONS .......................................................................................................................... 6 SOFTWARE ARCHITECTURE ................................................................................................................. 11 SECURITY ASPECTS OF TRAFFOP ATSPM SOLUTION ............................................................................. 11 ATSPM INFRASTRUCTURE ................................................................................................................. 12 ATSPMS TRAINING PROGRAM ............................................................................................................. 13 PRODUCT MAINTENANCE PROGRAM ...................................................................................................... 13 PRODUCT SUPPORT PROGRAM ............................................................................................................. 13 PRODUCT UPDATES ............................................................................................................................ 13 2. PROJECT SCHEDULE ......................................................................................................................................... 15 3. MANAGEMENT PLAN ......................................................................................................................................... 16 4. PROPOSED PERSONNEL .................................................................................................................................... 19 5. VENDOR QUALIFICATIONS .................................................................................................................................. 21 6. APPENDIX A - SYSTEM REQUIREMENTS .............................................................................................................. 23 7. APPENDIX B - COST PROPOSAL ......................................................................................................................... 24 8. APPENDIX C – LITIGATION ................................................................................................................................. 25 9. APPENDIX D. TRAFFOP ATSPM SOFTWARE SCREEN CAPTURES .......................................................................... 26 3 | P a g e 1. PROJECT UNDERSTANDING AND APPROACH Automated Signal Performance Measures (ATSPMs) are a rapidly growing movement of industry- pushing performance standards that promise to change the way we make traffic operations decisions. The use of this technology encourages data-driven decision making and results in time savings for traffic engineers, reduction in operating costs, and re-timing costs. ATSPMs encourage and enable proactive operations and maintenance practices and are a fundamental building block for Smart Cities initiatives. Agencies across North America that have incorporated ATSPMs into their business processes have experienced increased safety, higher staff efficiency, targeted maintenance, and improved traffic operations. To achieve seamless and quick adoption of ATSPMs into agencies' business process a new modern and managed ATSPM system is needed. Traffop Corp has built exactly that. We propose a modern cloud-based ATSPM platform that eliminates shortcomings of legacy traffic systems and provides a platform for the future by incorporating the following technologies: ● Cloud Data Management – No need for expensive hardware and software to store data at the agency. Most cost-effective and easily accessible solution for storing a large amount of data. ● Interactive Visualization Charts - Preferred way to show complex data. ● Dashboards - At glance information and the top-down approach in problem detection. ● Application Programming Interface - streamlined data exchange between different traffic systems. ● Data Fusion - Integrating multiple data sources to produce more consistent, accurate, and useful information than that provided by any individual data source. ● Machine Learning – Automated data analysis resulting in increased staff effectiveness. Traffop team of software and transportation professionals is dedicated to advancing ATSPMs. Our sole purpose is to build the world’s most effective ATSPM solution and we are uniquely qualified to achieve that goal. Our staff has extensive experience in building transportation and enterprise software and our sole focus for the past two years has been the advancement of ATSPMs. Our unique solution and talents were recognized by FDOT where we were awarded a contract to replace open source ATSPM solution in Orlando FL at 2,000 signals in seven counties. We were also selected as an ATSPM system provider in Lake County IL where we will be working with an agency that recently received ITE award for ATSPM innovation. These leading agencies are strong advocates of ATSPMs and are heavily investing in research and development, and all these advancements will be available to you at no additional cost. Together, we will be more effective in advancing ATSPMs and improving traffic operations. 4 | P a g e Traffop will provide the software as a service automated traffic signal performance measures (ATSPM) system to the City of South San Francisco on 33 signals that are equipped with McCain ATC controllers running D4 firmware. Traffop will provide ATSPM software, support, training, software enhancements, and cover the cost of operating and hosting the software under this scope. Traffop software developers and traffic industry experts will work with the City of South San Francisco to install the system, configure 33 signals, train the staff, and continue to enhance the software and increase its effectiveness. Traffop’s cloud ATSPM software will include the following: ● Modern, intuitive and fast browser-based user interface ● System performance dashboard (Appendix D - Figure 1) ● Corridor Performance Trends Dashboard (Appendix D - Figure 2) ● Corridor Travel Time Dashboard (Appendix D - Figure 3) ● Signal Overview dashboard (Appendix D - Figure 4) ● Signal Executive Dashboard (Appendix D - Figure 5) ● Signal Performance Trends Dashboard (Appendix D - Figure 6) ● Interactive automated signal performance metrics charts: o Purdue Split Failure (Appendix D - Figure 7) o Purdue Coordination Diagram (Appendix D - Figure 8) o Purdue Phase Termination (Appendix D - Figure 9) o Split Monitor (Appendix D - Figures 10) o Approach Delay o Preemption Details o Approach Volume o Turning Movement Counts o Arrivals on Red (Appendix D - Figure 11) o Pedestrian Delay o Queue Length (Appendix D - Figure 12) o Detector Metrics o Purdue Link Pivot (Appendix D – Figure 13) ● Application Programming Interface for retrieval of raw events, configuration parameters, and performance data ● Support searching through and exporting high-resolution data, downloading chart images and chart performance reports The Traffop ATSPM system meets all mandatory requirements detailed in the technical specification appendix provided with this RFP. Our ATSPM system will access data directly from the traffic signal controllers and will not require any additional IT infrastructure, therefore, utilizing the City’s existing communication and traffic signal infrastructure as the foundation for deploying the ATSPM system. 5 | P a g e Additionally, per requirements of this RFP, Traffop ATSPM already supports D4 firmware and signal performance data is ingested in real-time, and users can view aggregated signal performance data and corridor performance data in real-time or historically for any period that has data available. Traffop ATSPM will enable City’s staff to identify traffic operational issues quickly using intuitive and easy to use dashboards and alerts. The system will also provide feedback to the operations staff on signal timing based on signal performance measures. Our development team is continuously updating Traffop’s software and new features are added every month based on the product roadmap and customer feedback. The new system will include the following: ● Ability to interface with the existing Intelight ATC controllers to retrieve high-resolution data. ● Ability to allow both internal and external users to access the application without downloading any software. ● Ability to show data and crucial information in a dashboard format. ● Ability to securely access encrypted data - multiple users can access data through commonly supported web browsers (Chrome, Edge, Mozilla, and Safari) ● The ability for service to scale automatically – add intersections as the agency grows. ● Cloud-hosted application with 24/7/365 access - data collection, monitoring, analysis, and reporting whenever needed. SOME EXAMPLES OF HOW ATSPM SYSTEM CAN BE USED ATSPM system can be used in the reporting of queue lengths. Traffop has added an accurate queue length algorithm based on the “shockwave” theory and has been field verified with accuracy that is higher than 95%. ATSPM system can be used to maximize the throughput on a coordinated route by using Queue Lengths performance metric. Traffop ATSPM detects spillbacks on coordinated phases and calculates actual queue length. If coordinated phase spillbacks during the plan are high, then traffic engineers should consider increasing cycle length or taking time from other non-coordinated phases. ATSPM system can be used to provide smooth flow along with a group of traffic signals by utilizing Purdue Link Pivot Dashboard that can accurately calculate flow using current offsets and predict best offset value for optimal flow on the coordinate route. ATSPM system can be used to distribute phase times equitably by using the Split Failure performance metric. Traffop ATSPM has an easy way of quickly observing split failures across the phases. If split failures are prevalent at one phase and not the others and the phase green utilization percentage is less than 80% on other phases, then this is an indication that time can be taken from other phases and 6 | P a g e given to the phase that is split failing. ATSPM system can also be used in reporting maintenance issues by sending alerts such as power failure, communication failure, or detector failure directly to maintenance staff through email or to the mobile phone. ATSPM INNOVATIONS Traffop is excited and fully committed to furthering automated performance measures movement and our firm belief is that automated signal performance measures are the key ingredient to efficient traffic operations and improved mobility. In that regard, Traffop is continuously updating and improving our software solution and our services. We believe that in doing so we are investing in the future of our cities and communities. CORRIDOR DASHBOARDS AND WAZE TRAVEL TIME Individual signal performance metrics are the basis of any ATSPM system, but to have a complete solution it is important to expand the system to include corridor-based dashboards and performance metrics. In that regard, Traffop’s system was enhanced with an intuitive corridor configuration mechanism that allows the quick and easy association of signals into corridors. The system is further enhanced with corridor performance dashboards and the ability to collect travel time data from external travel time sources such as Waze. Users can quickly measure travel time and view associated corridor signal performance measures. This provides a mechanism for Traffic Engineers to quickly associate any timing issues to increased travel times and make an adjustment. Travel Time Dashboard 7 | P a g e AUTOMATED DETECTOR MAPPING AND ANOMALY DETECTION The key to effective use of signal performance measures solution is its adoption by traffic operations staff. The solution should increase the effectiveness of the staff and provide accurate information about the operational conditions at the intersection. Two key ingredients to achieving this objective are reliable data and proper configuration of detector mappings. Our experience has been that proper configuration of the detector mappings can be a challenge due to limited or outdated documentation, or undocumented field modifications. Taking this into consideration our team has decided to implement an automated detector mapping functionality using machine learning. In line with our feature design process, we defined the following value proposition and feature objective. The value proposition for this feature is to “accurately and automatically configure detector mappings based on high-resolution data”. Our feature development objective is to “provide traffic engineers a way to quickly configure ATSPM signals”. Currently, the process of configuring a new signal in any signal performance metric software consists of the following: Manual step: Create a new signal and assign its name, location, and IP address Manual step: Create approaches for each phase Manual step: Define, classify and assign detector channels to appropriate approach Manual step: Check each approach and detector mapping for validity and adjust accordingly This process can be time-consuming and error-prone especially when detector type and mappings documentation is inaccessible or outdated. To eliminate this problem our automated detector mapping functionality will streamline the signal configuration process to consist of the following: Manual step: Create a new signal and assign its name, location, and IP address Automated: Automatically create approaches for each used phase Automated: Automatically define, classify and assign existing detector channels to appropriate approach Manual step: Check each approach and detector mapping for validity and adjust accordingly How do we automatically classify and map detector channels? The first step was to understand the different data properties of each detector based on its classification and mapping, then we passed that data into a machine-learning algorithm to “teach it” how these data properties correlate between detector classification and the data that is passed in. This is called “reinforcement” learning. We were able to achieve close to 97% accuracy in classification with the upward trend as we continue to “train” our algorithms. For more detail look at the following example. Classification Example: Presence Detector vs. Count Detector To teach our algorithm on how to distinguish between count and presence detectors, we had to first understand the data properties of each detector and use that data and its unique properties in training the algorithms. The data property we used for classification is detector duration (the length of time a detector is on). Presence detectors due to their placement at the stop bar and their length have a much 8 | P a g e longer median durations (their time between turning on and off is longer) while count detectors due to their positioning either right ahead of stop bar (turning movement count detectors) or far behind stop bar (advanced detectors) have a much shorter median duration (their time between turning on and off is shorter). Figure 1 clearly shows two Count (Advanced) and two Presence (Stop Bar) detectors in Traffop’s ATSPM detector durations chart and the clear difference between data properties of the two types of detectors. What you can see from this image is that count detectors have a high number of short durations against fewer long durations for presence detectors. Machine learning classification algorithms are uniquely efficient in making a distinction between this kind of data properties. Figure 1: Count detectors (detector 48 and 38) have many shot durations vs. Presence detectors (detector 8 and 18) which have fewer long durations ARTIFICIAL INTELLIGENCE TECHNOLOGY Traffop is in the final stages of developing and incorporating an exciting new technology to our ATSPM system. To save engineers time and increase the effectiveness of the ATSPM system, we are adding Artificial Intelligence (AI) to our ATSPM solution. The AI algorithms are being trained to detect operational issues and bring them to the attention of the operations staff. This technology will change the way ATSPMs are used. Currently, most of the ATSPM data is used for post mortem analysis of reported problems and the traffic engineer is then making an operational decision on how to mitigate the problem. This can be a time-consuming process, and AI can find the operational issues and recommend operational improvements, therefore, streamlining the process. This technology is expected to be ready by Q1 of 2020. Let’s look at the actual example from one of our client sites. 9 | P a g e Arcadia CA long queue length during PM peak plan example Traffop ATSPM system was installed in Arcadia CA on January 22 nd, 2019 and within a day our AI algorithm reported an operational issue with offset during PM Peak Plan 3 (Figure 2). Figure 2: AI algorithm detected high queues forming during PM peak and correlated that to the high number of cars arriving on red, suggesting offset adjustment The AI algorithm looks at high queue lengths of up to 800 ft (Figure 3) for any plan and it uses a decision tree algorithm to associate the issue with any other know performance issues that might be correlated. In this case, since arrivals on red were very high at 21% (Figure 4) and coordinated phase had sufficient time allocation to meet the demand the algorithm reached a conclusion that offset adjustment is necessary. After the proper offset adjustment was made by Arcadia traffic engineer the queue completely dissipated (Figure 5). This is just one example of how unlimited processing power of the cloud infrastructure, together with high-resolution event data and trained algorithms can detect operational issues and suggest operational adjustments. 10 | P a g e Figure 3: Queue length performance chart showing queue lengths reaching 800ft during Plan 3 Figure 4: Arrival on Red chart showing a high percentage of cars arriving on red during Plan 3 Figure 5: Queue length chart showing dissipation of queue after the offset adjustment 11 | P a g e SOFTWARE ARCHITECTURE Traffop ATSPM system uses hybrid-cloud architecture. This architecture consists of an on-premise windows service that is installed at the agency and uses existing communication infrastructure to retrieve data from controllers. Once data is retrieved by the on-premise service it is compressed and pushed to the cloud data center where it is processed and stored. On-premise service requires a windows virtual machine (or a server) with minimal specifications (dual-core machine, 8 GB RAM and 100 GB hard drive). The advantages of this type of architecture are that existing agency infrastructure is used for communication and local temporary storage of data, while cloud is used for processing and permanent storage of all the data. This architecture minimizes agency infrastructure maintenance costs and creates a redundant system. Traffop hybrid-cloud architecture SECURITY ASPECTS OF TRAFFOP ATSPM SOLUTION At Traffop we prioritize security and we continuously update our ATSPM solution to use best security practices. Some examples include: 1. On-premise software requires the opening of an outbound firewall port only. This means there is no way to access it from outside. 2. All traffic to and from any Traffop ATSPM system is encrypted using 64-bit encryption. 12 | P a g e 3. The authentication process uses industry-standard auth0 service that supports the highest level dual-factor authentication and token exchange. 4. Our system is protected by Cloudflare which the world’s leading internet security provider and is protecting Traffop ATSPM solution from denial-of-service attacks, data breaches, and abusive bots. 5. All Traffop code is obfuscated to make it practically unreadable to anyone that would ever succeed in gaining access to it. ATSPM INFRASTRUCTURE Based on the provided Concept of Operations in Appendix A which details the City of South San Francisco's current infrastructure we asses that existing infrastructure is ideal for deployment of the ATSPM system. Below is an example of the optimal detector layout plan for a signal. This includes Advanced Detection on both mainline and side streets, set back beyond the expected queues, usually 150-400ft from stop bar (A and D), Stop Bar Presence including right turns (B and C) which is highly recommended and Turning Movement Counts (E) which are desired, all on a lane-by-lane basis. Recommended detector plan layout 13 | P a g e ATSPMS TRAINING PROGRAM Traffop’s team of traffic engineers is one of the most experienced in the industry regarding the history of ATSPMs, deployment, and effective use of ATSPMs, and incorporating ATSPMs into agencies' business processes. The training program is comprehensive and consists of the following modules: 1. History of ATSPMs 2. ATSPM System requirements regarding detection 3. Best practices in detector configuration and placement 4. Incorporating ATSPMs in agencies operational processes 5. Detailed Explanation of each signal performance metric 6. Examples of operational use for each signal performance metric 7. Overview of Traffop ATSPM solution 8. Configuration of Traffop ATSPM 9. Traffop ATSPM metrics and dashboards 10. Hands-on workshop with operational use cases Each Training class will consist of two days of training and Traffop staff will perform two separate classes after the installation of the system. The timeframe for the first training class will be one month after the acceptance test and the second training class will be scheduled at agencies discretion. Traffop will provide training material in the form of presentation and printed workshop documentation. PRODUCT MAINTENANCE PROGRAM 1. Real-time on-premise infrastructure monitoring by Traffop Staff 2. Real-time cloud infrastructure monitoring by Traffop Staff 3. Regular software updates to address security 4. Regular software updates to address browser updates 5. Regular software updates to address any issues experienced by clients 6. Regular software updates to add new functionality PRODUCT SUPPORT PROGRAM 1. Unlimited phone support by Traffop Staff 2. Regular client check-ins to receive feedback on the service and solution 3. Regular Webinars to demonstrate new features and functionality 4. On-Site ATSPM Training classes per request PRODUCT UPDATES To provide the most valuable signal performance measures software, our team is in constants contact with our clients to understand their current and future needs. This is the building block for our product roadmap which is created and shaped by our customers. Our process for implementing a new feature is thorough, reiterative and it consists of the following: 14 | P a g e 1. Clearly defining the value proposition of the new feature 2. Stating a “Feature Development Objective” that resonates with our clients 3. Review of any applicable algorithms/solutions proposed by the transportation research community 4. Creating an automated testing plan 5. Efficiently implementing the feature with speed and accuracy in mind 6. Testing results using automation and reiterating based on the test results 7. Releasing feature in beta mode so that our clients can evaluate it and provide feedback 8. Documenting and implementing any feedback found during the beta release 9. All the updates are performed by using the latest software industry development operations standard 10. New features and updates are currently pushed once a month 11. All the updates are documented and accessible from the ATSPM solution or public changelog at https://headwayapp.co/traffop-changelog 12. All ATSPM system updates are free of charge (they are included in yearly maintenance costs) Product warranty details are documented in the attached sample warranty and service level agreement. We guarantee that we will have SLA higher than 98% and that all issues will be resolved within 24 hours of occurrence. 15 | P a g e 2. PROJECT SCHEDULE Traffop will provide all deliverables and high-level requirements within 4 months from the notice to proceed. Concluding the 3 months from installation, a User Acceptance Test (UAT) will be conducted between Traffop and the city to review that all deliverables and requirements of this scope have been met. ATSPM system maintenance will commence at the time of the successful completion of the user acceptance test. Project Schedule Assuming July 2020 Contract Execution The following deliverables will be included as part of the project: 1. Traffop will install on-premise software to extract data from signal controllers. 2. Traffop will configure ATSPM software on two initial corridors and perform data validation. 3. Traffop will configure all signals in the city and work with the city staff to bring up. 4. Traffop will provide two training sessions for a member of the city staff and consultants. 5. Traffop will provide a software user guide and other help documentation as needed. 6. Traffop will provide yearly maintenance including cloud hosting and regular software updates. 16 | P a g e 3. MANAGEMENT PLAN Under this proposal, Traffop will complete the following tasks and the associated deliverables. Task 1 – Project Management i) This task includes project management-related tasks and meetings to consist of preparing project schedules, preparation of invoices/progress reports, budget oversight, adherence to project scheduling, and general project coordination. The project manager for this project will be Aleksandar Mitrovic. The project schedule will be maintained throughout the project and updated as necessary to reflect actual progress. Traffop will provide the City with periodic updates of the schedule as changes are made. ii) A kick-off meeting will be arranged with City staff after NTP to review and discuss some of the elements associated with the project and to review project schedule and deliverables and develop consensus on the overall project approach. iii) Monthly project status reports will be prepared and submitted to the City along with project invoices. These reports will document work completed within the last month, work projected for the next period, issues to be resolved, and information required. iv) The project manager will facilitate bi-weekly or monthly meetings with the Agency to identify system requests, work with the city to define new requirements, and discuss implementation schedule. Deliverables: Kickoff Meeting Draft Meeting Minutes Final Meeting Minutes Schedule Updates Task 2 – Furnish ATSPM System v) Traffop will provide an ATSPM system that meets all the mandatory system requirements detailed in this RFP. vi) Traffop will provide all of the cloud infrastructure necessary for ATSPM system vii) Traffop will work with the Agency’s IT department to ensure that virtual machine and firewall requirements are met to run Traffop’s software. Deliverables: Furnished ATSPM system Task 3 – Installation, Integration, and Deployment i) Traffop will assess current infrastructure and collect documentation. This will include several visits to the City of South San Francisco to perform transportation infrastructure 17 | P a g e assessment. Traffop staff will work with city staff to understand the current infrastructure and provide the necessary expertise regarding ATSPM infrastructure best practices. Traffop will provide a short assessment report which will include recommendations regarding existing video detection configuration and recommendations to possible minor upgrades to infrastructure that could increase the effectiveness of ATSPM deployment. Traffop will collect intersection plans for all 33 signals so that those can be used during system configuration. ii) Traffop will begin the installation and deployment of its software both in the cloud and as needed with onsite software. iii) Traffop will configure 33 signals and perform data validation to ensure that the system is reliably retrieving data and all the metrics are accurate. Deliverables: Draft Implementation Plan Final Implementation Plan Requirements for Computer Hardware Requirements for Field Communications, if applicable Installed ATSPM System-related, non-field equipment ATSPM User Software deployed on City workstations and laptops System Architecture and Design Document describing and depicting the overall system architecture in terms of network, security, system, hardware, software, interfaces with boundary systems, data exchanged between boundary systems, tools, peripherals, software licenses and/or subscriptions, and the logical distribution of system components and processes across the architecture. Task 4 – System testing, Verification, and Acceptance i) Once the configuration and tuning of the ATSPM system are completed and the system is proven to be ready for acceptance, Traffop staff will abide by the comprehensive verification plan detailed in Exabit B-7 of this RFP to verify that ATSPM system meets the System Requirements as outlined. j) Traffop team will be responsible for providing the materials and staff necessary to complete the testing. After this, the testing will be completed in the presence of City staff. Deliverables: Draft Verification Plan Report Final Verification Plan Report Final System Acceptance Task 5 – Training and Documentation 18 | P a g e i) Traffop will provide two onsite training sessions (Phase 1 and Phase 2) for the members of city staff to train them on the Traffop ATSPM system, ATSPM performance metrics, and what the best practices are regarding detection placement and configuration. j) This training will be provided for a variety of user levels, per the requirements. k) Before the training Traffop team will provide a comprehensive training plan. Deliverables: Draft Training Plan Final Training Plan Training Phase I – Before Initial System Implementation Training Phase II - At a later stage Task 6 – System Documentation Traffop will deliver a PDF user guide that outlines how to use the ATSPM software and provide details on the performance metrics and best practices. Users will be able to quickly access up to date help pages in the ATSPM software. Deliverables: System Documents Operation/Maintenance Manuals Troubleshooting Guide Recommended Operating/Maintenance Policy Task 7 – System, License, Warranty and Support i) The system maintenance includes the cost of ATSPM software, cloud hosting necessary for software to operate, continuous software updates, cloud data storage, maintenance, and software support. ii) Traffop will provide unlimited support via webinar, phone, remote login, and email. iii) Traffop will encourage the city to provide feedback for future roadmap items. iv) During the duration of the contract software upgrades will occur regularly (currently updates are pushed every month). Upgrades will include items brought up in the previous meetings, along with other features defined in the ATSPM software roadmap. v) Traffop will store an unlimited amount of traffic data including high-resolution data, travel time data, or any data sets that might be integrated in the future. Deliverables: Three-year maintenance and support including updates to the system and assistance in troubleshooting issues System infrastructure Unlimited Storage 19 | P a g e 4. PROPOSED PERSONNEL ALEKSANDAR MITROVIC – PROJECT MANAGEMENT AND IMPLEMENTATION Aleksandar is a project manager with 17 years of experience in traffic engineering and software development. During his career, Aleksandar managed three development teams working on advanced traffic management systems, traffic adaptive systems, and automated signal performance measures systems. During his career, Aleksandar worked with more than thirty agencies in North America on traffic-related projects and traffic systems. The largest agency being Miami-Dade County where Aleksandar oversaw the deployment, development, and maintenance of a comprehensive traffic operation system with 3,000 signals. For the last two years, Aleksandar has been focused on developing and supporting Automated Signal Performance Measures software and helping the adoption of ATSPMs in seven states. Aleksandar is a contributor to Utah’s open-source ATSPM initiative and frequent presenter at ITS conferences. Aleksandar earned his Bachelor of Science in software development and a master’s in computer engineering from Clemson University in South Carolina. NIKO CARRIZO – SOFTWARE IMPLEMENTATION TEAM LEAD Niko is a senior software engineer with over 8 years of experience with enterprise- level cloud-based software solutions. Niko has over 5 years of experience in the traffic industry developing traffic-related software solutions, including real-time ATMS systems with deployments across the country. For the last two years, Niko has been specializing solely in the ATSPM field, focusing on innovative ways to utilize ATSPM data in cloud-based dashboard applications. Outside of the traffic industry, Niko worked for an education technology software company, serving as the lead software engineer for a cloud- based application with over 1 million annual users. HUSEIN SKRIJELJ – SOFTWARE DEVELOPMENT Husein is a junior software engineer with three years of experience in developing and testing software and hardware solutions. At Traffop Husein works on user interface development. In his previous role, Husein worked as a hardware design verification engineer for a major chip manufacturer. His expertise which includes both software and hardware development is highly valuable in an infrastructure agnostic software company. 20 | P a g e DRAGAN SAVIC – OPERATIONS Dragan is a traffic engineer with almost two years of experience in the road transport industry and mobility in urban areas. At Traffop Dragan works with developers in the field of ATSPMs and scientific research. In his previous role, Dragan worked as an Operations Specialist and Consultant in the Operations team of an international corporation. His fields of interest and professional experience include urban mobility and mobility solutions, sustainability in cities, the future of transportation, and urban planning. He obtained a master’s degree in Road and Urban Transport at the University of Belgrade and gained professional experience as part of a project team at Technische Hochschule Ostwestfalen-Lippe, Germany. PROJECT ORGANIZATIONAL CHART Software Implementation Team Leader, Senior Developer Project Manager Aleksandar Mitrovic Niko Carizzo Husein Skrijelj Dragan Savic Junior Software Engineer, UI/UX Developer Traffic Engineer and Data Analyst STRATEGIC LEVEL TACTICAL LEVEL OPERATIONAL LEVEL 21 | P a g e 5. VENDOR QUALIFICATIONS Traffop was established in 2017 with one goal in mind and that was to build the world's most capable automated signal performance measures (ATSPM) system. We believe that in this new world where data-driven decision making is becoming the norm, ATSPMs will play a crucial role in redefining the way traffic signals are operated and optimized. Traffop, based in Phoenix, AZ specializes in adoption, research, design, and development of automated signal performance measures (ATSPM) for the transportation industry. The company offers ATSPM software, ATSPM software hosting, ATSPM software development, and ATSPM related consulting services including infrastructure and business process assessments regarding the adoption of ATSPM centric operations. Traffop currently employs five full-time staff with extensive traffic operations and software expertise. Traffop has been profitable since 2017 and the company is in good standing. There have been no bankruptcies, no litigation and there is no impending merger. Since incorporation, the company has been serving public sector clients. Traffop’s currently has twelve ATSPM clients in six states. Our staff has extensive experience with deploying complicated software systems, along with expertise in software optimization, user interface design, web development, machine learning, cybersecurity, and traffic optimization. Traffop has deployed ATSPM software in five states in North America in the last year alone including: 1. The City of Concord in North Carolina (147 Econolite 2070 controllers) 2. The City of Gainesville in Florida (235 Trafficware ATC controllers) 3. The City of Arcadia in California (65 D4 controllers) 4. FDOT District 5 in Orlando Area (400 Trafficware ATC controllers) 5. Manatee County FL (30 Trafficware ATC Controllers) 6. Lake County IL (300 Econolite ASC3 controllers) 7. City of Tallahassee FL (360 Intelight MaxTime controllers) Under the scope of these ATSPM projects, Traffop staff have developed new signal metrics, worked with universities and traffic domain experts to add new functionality to the ATSPM system, and assisted traffic engineering staff with the adoption of ATSPMs. Traffop software developers are contributors to open-source projects including the UDOT ATPSM system. All referenced deployments of ATSPM by Traffop were managed and performed by the key personnel included in this proposal. Key personnel will be available to the extent proposed for the duration of the project. We acknowledge that no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the city. 22 | P a g e RELEVANT CLIENT REFERENCES: Kevin Merrill Principal Civil Engineer, City of Arcadia (626) 574-5481 kmerrill@ArcadiaCA.gov Andrei Dumitru, P.E. Traffic Engineer, City of Concord (704) 920-5377 dumitrua@concordnc.gov Emmanuel Posadas, PE Traffic Operations Manager, City of Gainesville Traffic Operations Division (352) 393-8429 posadasep@cityofgainesville.org Justin Effinger, PE Traffic Signal Engineer, Lake County Division of Transportation (847) 377-7474 jeffinger@lakecountyil.gov Jeremy Dilmore, PE Traffic Operations Manager FDOT District 5 Office (386) 943-5360 Jeremy.Dilmore@dot.state.fl.us 23 | P a g e 6. APPENDIX A - SYSTEM REQUIREMENTS Required Desired Traffop Compliance Explanation X Met X Met X Met X Met X Partially Met This functionality requires detection capable of detecting speed (usually radar detection) X Met X Met X Met X Met X Met X Met X Met Our software supports this given the appropriate detection X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met PDF X Partially Met We export data to XLS which can be then from there converted to PDF 2.5 Percent arrival on red The system shall use high resolution data enumerations from the controllers operating D4 software The system shall use the high resolution (tenth of second) data enumerations detailed in Tables 4.1 to 4.9 in the document "Performance Measures for Traffic Signal Systems, An Outcome-Oriented Approach" 2014 Delay per vehicle approach/phase The system shall provide intersection-level metrics for locations equipped with detection as listed below: The system shall use high resolution data enumerations from the controllers operating Kadence adaptive signal system 1 1.1 1.2 2 2.1 2.2 2.3 2.4 3.2 3.3 3.4 3.5 2.15 2.16 2.17 2.18 2.19 2.20 2.21 3 3.1 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Appendix A - Traffop Response to the City of South San Francisco ATSPM System Requirements Req # Requirement Text Number of arrivals on green Percent arrival on green (Purdue coordination diagram) Approach speed Volume per approach/phase Number of arrivals on red Pedestrian delay per phase Number of emergency vehicle preemption events per approach Duration of emergecy vehicle preemption events per approach Platoon ratio Bicycle volume per approach/phase Pedestrian actuations per phase Detector red occupancy ratio during the first five seconds of red for that phase (ROR5) Coordination mode status/summary Queue length (based on detector input) Number of vehicles entering intersection on yellow indication per approach Number of vehicles entering intersection on red indication per approach Phase split monitor Reason for phase termination (gap out, max out, force off) Tables CSV XLS Vehicle turn movement counts The system reports shall be in the following formats: Graphs X Partially Met We export data to XLS which can be then from there converted to MS WORD X Met X Met X Met X Met X Partially Met This feature is coming in Q3 of 2020 X Met X Met X Met X Met X Met X Met X Met X Met X Partially Met Traffop suports travel time functionality through Waze feed which does not require devices in the field X Met X Met X Met X Met X Met X Met X Met X Met X Met X Not Met Traffop supports all maintenance and performance metrics as alerts X Met X Met X Met X Partially Met Menu stucture is customizable X Met X Met The user is able to create a list of favourites menu items for its user-defined menu X Met 24 25 19.5 19.6 19.7 20 21 21.1 21.2 22 23 15 16 17 18 19 19.1 19.2 19.3 19.4 8 9 9.1 10 10.1 11 12 13 14 3.6 4 5 6 7 The system shall provide historical reports. The system shall provide reports based on cycle by cycle data The system shall provide reports based on user-defined query for performance measure and time period MS Word The system shall provide real time (within 15 minutes) reports. The system shall calculate average arrivals on red per intersection in network The system shall calculate corridor average arrivals on red The system shall calculate average delay per intersection. The system shall provide reports that compare current data to historical data The system shall calculate average arrivals on green per intersection in network The system shall calculate corridor average arrivals on green The system shall generate point-to-point travel time calculations (within 15 minutes of capture) between intersections equipped with necessary detection The system shall compare current travel time to historical travel time at that time of day The system shall provide reports on historic and real time alerts with alert time, alert notification, and alert resolution. The system shall calculate a split failure count per intersection in network The system shall develop automated reports for user-defined measures The system shall develop automated reports for user-defined time period When controller is in Flash mode Detector actuations (user-defined) Phase max out (user-defined) The system shall highlight individual intersections that have experienced communication failures over a user specified date. The system shall send alerts via text and email based on the following triggers: No communications to controller The system shall report the status of the communications link The system shall report the health of the detectors based on: User-defined activity (too many actuations) Approach delay (user-defined) Queue length (based on detector input) Any input/output user configured as an alert The system shall allow multiple saved views per user The system shall provide a map-based interface User-defined inactivity (too few actuations) The user interface shall consist of a front page dashboard customizable by user The system shall show metrics in the form of a heat map for quick identification of issues. X Met X Partially Met Traffop uses Bing maps, which are customizable in terms of aerial view and multiple layers X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met X Met Our largest client currently has around 500 signals, with the system having expanision capability to over 2000 signals X Met We provide unlimited storage X Met We provide unlimited storage X Met We provide unlimited storage X Met 34 35 36 30.2 30.3 30.4 30.5 30.6 30.7 30.8 31 32 26 27 28 29 30 30.1 33 The system shall allow the user to zoom and pan the map view The system shall be fully accessible via the following: Windows-based desktop or laptop Mac-based desktop or laptop The system shall interface with GIS and provide ability to customize map. The system shall provide ability to search for specific intersection from the map and from a list. The system shall provide a minimum 20 concurrent logins for authenticated users. The system shall work within the South San Francisco's firewall and abide by cyber security requirements The system shall not interfere with existing central signal system and local controllers. The system shall accommodate a minimum 50 intersections. The system shall provide access to high resolution traffic data for a period of three years. Internet Explorer/Edge web browser Safari web browser VPN Tablet using Apple IOS, Google Android or Windows for mobile devices Mobile phone using Apple IOS, Google Android or Windows for mobile devices Chrome web browser The system shall provide access to logs, alarms and reports for a period of at least three years. The system shall archive all traffic data after three years. 24 | P a g e 7. APPENDIX B - COST PROPOSAL 22 Cost Proposal Form Proposer shall submit proposed costs for the items described in the Scope of Work and System Requirements. Initial Project Item Description Quantity Unit Unit Price Extended Price 1 Project Management 1 LS 2 Furnish and Install ATSPM System 33 EA 3 Configuration, Integration, and Deployment 33 EA 4 System Testing and Acceptance 1 LS 5 Training and Training Documentation 1 LS 6 ATSPM System Documentation 1 LS 7 System License, Warranty, and Support (3 Years) 1 LS Subtotal Future Expansion Item Description Quantity Unit Unit Price Extended Price 8 System License, Warranty, and Support (Additional Year 1) 1 LS 9 System License, Warranty, and Support (Additional Year 2) 1 LS 10 System License, Warranty, and Support (Additional Year 3) 1 LS 11 System License, Warranty, and Support (Additional Year 4) 1 LS 12 System License, Warranty, and Support (Additional Year 5) 1 LS 13 System License, Warranty, and Support (Additional Year 6) 1 LS 14 System License, Warranty, and Support (Additional Year 7) 1 LS Subtotal Bid Items 1-14 Total 25 | P a g e 8. APPENDIX C – LITIGATION Traffop has never been involved in any litigation regarding any prior project or any other matter. 26 | P a g e 9. APPENDIX D. TRAFFOP ATSPM SOFTWARE SCREEN CAPTURES Figure 1 – System Overview Dashboard 27 | P a g e Figure 2 – Corridor Performance Trends Dashboard 28 | P a g e Figure 3 – Corridor Travel Time Dashboard 29 | P a g e Figure 4 - Signal Overview Dashboard 30 | P a g e Figure 5 - Signal Executive Dashboard 31 | P a g e Figure 6 – Signal Performance Trends Dashboard 32 | P a g e Figure 7 – Purdue Split Failure Chart 33 | P a g e Figure 8 – Purdue Coordination Diagram Chart 34 | P a g e Figure 9 –Purdue Phase Terminations Chart 35 | P a g e Figure 10 –Split Monitor Chart 36 | P a g e Figure 11 – Arrivals on Red Chart 37 | P a g e Figure 12 – Purdue Link Pivot Dashboard ATTACHMENT-3 Page 1 of 1 ATTACHMENT 7: VENDOR RATING SUMMARY TABLE 1 – PROPOSAL RANKING SUMMARY: VENDOR RATER-1 TOTAL SCORE RATER-1 FIRM RANK RATER-2 TOTAL SCORE RATER-2 FIRM RANK RATER-3 TOTAL SCORE RATER-3 FIRM RANK RATER-4 TOTAL SCORE RATER-4 FIRM RANK RATER-5 TOTAL SCORE RATER-5 FIRM RANK AVERAGE RATERS' FIRM RANKING FINAL PROPOSAL RANKINGS Cubic - Trafficware 79 4 73 4 81 4 85 2 73 3 3.4 4 Econolite 87 1 85 2 85 3 95 1 95 1 1.6 1 Iteris 81 3 88 1 89 1 80 3 71 4 2.4 3 Traffop 86 2 84 3 87 2 95 1 75 2 2 2 TABLE 2 – FINAL RANKING SUMMARY: VENDOR RATER-1 TOTAL SCORE RATER-1 FIRM RANK RATER-2 TOTAL SCORE RATER-2 FIRM RANK RATER-3 TOTAL SCORE RATER-3 FIRM RANK RATER-4 TOTAL SCORE RATER-4 FIRM RANK RATER-5 TOTAL SCORE RATER-5 FIRM RANK AVERAGE RATERS' FIRM RANKING FINAL INTERVIEW RANKINGS Traffop 89 1 91 1 90 1 95 1 79 2 1.2 1 Iteris 84 3 88 3 89 2 85 3 78 3 2.8 3 Econolite 85 2 90 2 87 3 92 2 98 1 2 2 TABLE 3 – EVALUATORS: Raters: Deputy Director of Public Works Senior Engineer Associate Engineer Traffic Signal Supervisor MTC Principal Engineer 22 Cost Proposal Form Proposer shall submit proposed costs for the items described in the Scope of Work and System Requirements. Initial Project Item Description Quantity Unit Unit Price Extended Price 1 Project Management 1 LS 2 Furnish and Install ATSPM System 33 EA 3 Configuration, Integration, and Deployment 33 EA 4 System Testing and Acceptance 1 LS 5 Training and Training Documentation 1 LS 6 ATSPM System Documentation 1 LS 7 System License, Warranty, and Support (3 Years) 1 LS Subtotal Future Expansion Item Description Quantity Unit Unit Price Extended Price 8 System License, Warranty, and Support (Additional Year 1) 1 LS 9 System License, Warranty, and Support (Additional Year 2) 1 LS 10 System License, Warranty, and Support (Additional Year 3) 1 LS 11 System License, Warranty, and Support (Additional Year 4) 1 LS 12 System License, Warranty, and Support (Additional Year 5) 1 LS 13 System License, Warranty, and Support (Additional Year 6) 1 LS 14 System License, Warranty, and Support (Additional Year 7) 1 LS Subtotal Bid Items 1-14 Total Attachment 8: Traffop Negotiated Pricing ATSPM SYSTEM PROCUREMENT OCTOBER 28, 2020 1 WHAT IS AN AUTOMATED TRAFFIC SYSTEM PERFORMANCE MEASURES (ATSPM) SYSTEM •ATSPM system allows for retrieval, storage and visualization of granular signal data •Measures operational performance of signals •Enables better decision making and proactive traffic operation •Essential tool for engineers to enhance traffic operations 2 WHAT ATSPM SYSTEM PROVIDES Continuously available data Data that is comparable across the entire system Automated alerts for maintenance and operational issues Sharable reports that summarize the impact of maintenance and operational activities 3 PROCUREMENT METHODS 1. Competitive Bidding for Construction Projects •Cost is generally the sole determining factor 2. Open Market Procedures for Vendors (Supplies and Equipment) •Cost > $25,000, required to solicit the project through an RFP •Cost can be only one factor in selection (SSFMC § 4.04.080) •Federally Funded, do not include state or local geographical preferences. Nondiscrimination and equal opportunity for all vendors. 3. Open Market Procedures for Architectural and Engineering (A&E) Professional Services •Consultant is selected through a qualifications based selection (Gov. Code § 4526.) 4 PROCUREMENT METHODS 1. Competitive Bidding for Construction Projects •Cost is generally the sole determining factor 2. Open Market Procedures for Vendors (Supplies and Equipment) •Cost > $25,000, required to solicit the project through an RFP •Cost can be only one factor in selection (SSFMC § 4.04.080) •Federally Funded, do not include state or local geographical preferences. Nondiscrimination and equal opportunity for all vendors. 3. Open Market Procedures for Architectural and Engineering (A&E) Professional Services •Consultant is selected through a qualifications based selection (Gov. Code § 4526.) 5 SELECTION PROCESS Rating Panel: 1. Senior Engineer 2. Associate Engineer 3. Traffic Signal Supervisor 4. Deputy Director of Public Works 5. Principal Transportation Engineer from MTC o Top three vendors invited to interview on July15 Vendors Cubic - Trafficware Econolite Systems Iteris Traffop 6 SCORING CRITERIA 7 Vendors Proposal Ranking Final Ranking Cubic - Trafficware 4 N/A Econolite Systems 1 2 Iteris 3 3 Traffop 2 1 Scoring Criteria Max Points Project understanding and approach 15 Firm qualification, system capability, and client reference 25 Implementation schedule to deliver a complete operational system 20 Proposed system integration cost, including maintenance and licensing costs 30 Systems commitment to research and development, ease of expandability, and openness to integrate with futuristic and innovate features 10 FUNDING AND BUDGET East of 101 Impact FeesIdea Grant Funding $144,585 $108,515 TOTAL AMOUNT $278,410 10% Contingency $25,310 8 RECOMMENDATION Thorough understanding of the existing system Positive feedback from existing clients/users Openness to integrate with futuristic and innovate features 9 Staff recommends •Approving the selection of Traffop; and •Adopting a resolution authorizing the City Manager to execute a vendor services contract The Grand Boulevard Initiative QUESTIONS? 10 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-698 Agenda Date:10/28/2020 Version:1 Item #:20a. Resolution authorizing the City Manager to execute a professional services agreement with Traffop Corp of Scottsdale,Arizona to procure an automated traffic signal performance measures (ATSPM)system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902) in an amount not to exceed $278,410. WHEREAS,The East of 101 Traffic Signal Improvements Project (Project No.tr1902)proposes to improve arterial operations and enhance safety at signalized intersections by deploying an Automated Traffic Signal Performance Measures (ATSPM) system; and WHEREAS, this project will deploy an ATSPM system at 33 signalized intersections located East of 101; and WHEREAS,the City submitted a grant application in September 2017 to the Metropolitan Transportation Commission (MTC)under a new regional initiative called the Innovative Deployments to Enhance Arterials (IDEA) to procure an ATSPM system and Variable Lane Assignment (VLA); and WHEREAS,in February 2018,the City was notified that MTC approved the grant application for an amount up to $532,000; and WHEREAS,On March 2,2020,staff began advertising a Request for Proposals (RFP)to provide and implement an ATSPM system as part of the East 101 Traffic Signal Improvements Project (tr1902); and WHEREAS,the RFP required a system vendor capable of meeting the system requirements included in the Systems Engineering document and furnishing the required software and training; and WHEREAS,the RFP required a two-part cost proposal,initial project costs for Years 1 through 3,and project costs for Years 4 through 10. The initial project is paid for the MTC through the IDEA grant; and WHEREAS,in response to the advertisement,four proposals from the firms listed below were received on May 1, 2020; and WHEREAS,the City invited the three top ranked consultants,Econolite,Traffop and Iteris,to vendor interviews held on July 15, 2020; and WHEREAS,the interview panel determined Traffop to be the most suitable vendor to procure the ATSPM System; and WHEREAS,this project is included in the City of South San Francisco’s Fiscal Year 2020-21 Capital Improvement Program (Project No.tr1902)and is funded by the MTA IDEA Grant and East of 101 Traffic Impact Fees; and City of South San Francisco Printed on 11/6/2020Page 1 of 2 powered by Legistar™ File #:20-698 Agenda Date:10/28/2020 Version:1 Item #:20a. WHEREAS,Traffop Corp was selected to provide an ATSPM system for the project with a total cost of $253,100,and a proposed total contract amount of $278,410,which includes a ten percent (10%)contingency to cover any unforeseen conditions or expenses. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby approves a professional services agreement,a standard template of which is attached hereto and incorporated herein as Exhibit A,with Traffop Corp of Scottsdale,Arizona to procure an automated traffic signal performance measures (ATSPM)system for the East of 101 Traffic Signal Improvements Project (Project No. tr1902), in an amount not to exceed $278,410. BE FURTHER RESOLVED THAT City Council hereby authorizes the City Manager to execute the agreement in substantially the same form as Exhibit A and to make any revisions,amendments,or modifications thereto deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City’s obligations thereunder,upon timely submission by Traffopp Corp.of the signed contract and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intention of the resolution. ***** City of South San Francisco Printed on 11/6/2020Page 2 of 2 powered by Legistar™ Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 1 of 21 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND NAME OF CONSULTANTS THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and _______________ (“Consultant”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed ____________________, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attach ed as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 2 of 21 Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of pr oviding the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance availa ble under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each pe rson, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 3 of 21 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement _____________________________. Reimbursable expenses shall not exceed $_____________________. Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit ____. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 4 of 21 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the C onsultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of pe r diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 5 of 21 the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to propert y that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consulta nt shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for a ny and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the altern ative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 6 of 21 activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self -insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 7 of 21 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consu ltant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 8 of 21 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 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 be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 9 of 21 b. Order Consultant to stop work under this Agreement or wit hhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnifi cation and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 10 of 21 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoeve r as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontracto rs have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 11 of 21 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall s urvive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 12 of 21 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City a nd are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prio r written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.3.1 Retention of Records/Audit DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 13 of 21 For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONSULTANT, subconsultants, and LOCAL AGENCY shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor , LOCAL AGNECY, FHWA, or any duly authorized representative of the Federal Governmen t shall have access to any books, records, and documents of CONSULTANT and its certified public accountants (CPA) work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain the provision. 9.3.2 Audit Review Procedures. A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by LOCAL AGENCY’s Chief Financial Officer. B. Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this contract. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 14 of 21 legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 15 of 21 Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Cod e Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by _________________ ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant ___________________________ ___________________________ ___________________________ ___________________________ City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 16 of 21 construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties. 10.16 Cost Principles and Administrative Requirements. A. CONSULTANT agreed that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 49CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to LOCAL AGENCY. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 17 of 21 D. All subcontracts in excess of $25,000 shall contain the above provisions. 10.17 State Prevailing Wage Rates. The State of California’s General Prevailing Wage Rates are not applicable to this contract. 10.18 Rebates, Kickbacks or Other Unlawful Consideration. CONSULTANT warrants that this contract was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 10.19 Statement of Compliance. A. CONSULTANT’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate, harass or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultants and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code §12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 – Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 18 of 21 activity by the recipients of federal assistance of their assignees and successors in interest. D. The Consultant, with regard to the work, performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment. 10.20 Debarment and Suspension Certification. A. CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any manner involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to LOCAL AGENCY. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. 10.21 Disadvantaged Business Enterprises (DBE) Participation. A. This contract is subject to 49 CFR, Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs ”. Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. The goal for DBE participation for this contract is 11%. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-O1), or in the Consultant Contract DBE Information (Exhibit 10-O2) attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 19 of 21 effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with deferral funds. CONSULTANT or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as LOCAL AGENCY deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from LOCAL AGNECY and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting LOCAL AGENCY consent for the termination, CONSULTANT must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the con tract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industr y practices, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force or the DBE subcontracts a greater portion of the work of the contract than would be expected on the ba sis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. I. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 20 of 21 DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the form entitled, “Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants” CEM-2402F [Exhibit 17-F of the LAPM], certified correct by CONSULTANT or CONSULTANT’s authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty -five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to CONSULTANT when a satisfactory ‘Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First -Tier Subconsultants” is submitted to the Contract Administrator. K. If a DBE subconsultant is decertified during the life of the contract, the decert ified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Contract, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within 30 days. The Parties have executed this Agreement as of the Effective Date. DRA F T Consulting Services Agreement between [Rev:11.14.2016] DATE City of South San Francisco and _______________ Page 21 of 21 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 DRA F T EXHIBIT A SCOPE OF SERVICES DRA F T EXHIBIT B COMPENSATION SCHEDULE DRA F T EXHIBIT C INSURANCE CERTIFICATES DRA F T [OPTIONAL] EXHIBIT D FORM 590 DRA F T City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-827 Agenda Date:10/28/2020 Version:1 Item #:21. Report regarding an ordinance to create a Public Art Requirement as part of new non-residential construction.( Heather Enders, Management Analyst II) RECOMMENDATION Staff recommends that the City Council hold a public hearing and at the conclusion waiver further reading and introduce an ordinance to create a Public Art Requirement for non-residential construction projects in the City of South San Francisco. EXECUTIVE SUMMARY Staff recommends that Council consider adoption of a Public Art Requirement program that would require certain new non-residential development projects in the city to provide cultural and artistic resources as part of their development or redevelopment projects.Developers would satisfy the civic enhancement requirement by integrating artwork into the project,including space in the development that is open and accessible to the public.Staff is recommending that the value of the art installation be in an amount equal to one percent (1%)of hard construction costs,as certified by the City’s Building Division at the time of application for building permits.Alternatively,developers can satisfy the requirement by depositing an “in-lieu”fee into the City’s Public Art Fund set aside for civic enhancement at the value of half of one percent (0.5%)of the amount of construction costs. This report will review the following: A.Developments subject to the Public Art Requirement program B.Exempt developments C.Approval of art work and administration of the program D.Cultural Arts Commission role and responsibilities E.In-Lieu Fee alternative BACKGROUND At a meeting held on September 23,2020,City Council expressed an interest in considering the adoption of a citywide public art requirement to help pay for public art projects in South San Francisco. Cultural and artistic resources enhance the quality of life for individuals living in,working in,and visiting the city.Public art preserves and improves the quality of the urban environment and increases real property values. As development and revitalization of property within the city continues,the opportunity for creation of cultural and artistic resources diminishes.The proposed arts requirement is aiming to improve the environment,image, and character of the community.Establishment of this Public Art Requirement program will promote the general welfare through balancing the community’s physical growth and revitalization and its cultural and artistic resources. A.Developments Subject to the Public Art Requirement Program If approved by Council,the public art requirement would apply to new non-residential private and municipal developments.The City Council would have the option to exempt City projects,as discussed below.The City of South San Francisco Printed on 10/22/2020Page 1 of 5 powered by Legistar™ File #:20-827 Agenda Date:10/28/2020 Version:1 Item #:21. developments.The City Council would have the option to exempt City projects,as discussed below.The installation of public art will be required to be in a location that allows the public art to be visible from a public right-of-way or from other public property. In lieu of the acquisition and installation of public art on the development site,an owner or developer may choose to pay a public art in-lieu fee in an amount equal to one half of one percent (0.5%)of construction costs into the public art fund. The contribution requirement will apply to new non-residential projects.The value of construction will be reviewed and certified by the City’s Building Division as part of the standard process for setting building permit fees. For mixed-use construction projects,the public arts contribution amount would be based on the construction cost for only the new non-residential portion of the project. Further,if a development project involves rehabilitation,renovation,remodeling,or improvement of an existing building,the project shall only be subject to the requirements of this chapter if it creates a net increase in square footage of the existing building. The city council may, at its sole discretion, exempt any project that is sponsored, funded, and managed by a government agency or by a non-profit agency acting on behalf of the City. B.Exempt Developments In the current form,the Council would have the ability to exempt any project that is sponsored,funded,and managed by a government agency or by a non-profit service provider acting on behalf of the City.Moreover,if approved, the public arts requirement would not apply to the following activities: 1.Underground public works projects; 2.Street or sidewalk repair; 3.Tree planting; 4.Remodeling,repair,or reconstruction of structures damaged by fire,flood,wind,earthquake,or any other calamity; 5.Residential construction projects; 6.Seismic retrofit projects; 7.Utility pump stations and reservoirs; and 8.Fire sprinkler installation projects. C.Approval of art work and administration of the program A key consideration of the public art requirement is the approval of art and administration of the program.As established and described in Chapter 2.80 of the Municipal Code the City has a Cultural Arts Commission,the purpose of which is to “encourage and promote cultural arts and activities in the community and act as an advisory body to the city council on matters pertaining to the arts and cultural affairs.”The Commission is staffed by the Parks and Recreation Department which facilitates monthly Commission meetings,administers the expenditure of budget allocations for public art,issues calls for proposals and other procurement methods, negotiates with selected artists,prepares contracts,coordinates installation,and maintains public art.The Commission identifies desirable locations for public art,conducts the selection of artists at public meetings which include the opportunity for public input,and makes recommendations to City Council for final approval. City of South San Francisco Printed on 10/22/2020Page 2 of 5 powered by Legistar™ File #:20-827 Agenda Date:10/28/2020 Version:1 Item #:21. This structure would provide appropriate administration and oversight for the program. Limitations on Form of Art Considerations 1.On-site Projects Works of visual art are meant to be enduring original artworks of the highest quality and artisanship.They should engage one's mind and senses while enhancing and enriching the quality of life of the City.The artworks will be generally sited and an integral part of the landscaping and/or architecture of the building,considering the historical,geographical,and social/cultural context of the site.Construction of the artworks shall be in a scale that is proportional to the scale of the development. These may include: a.Sculpture,such as in the round,bas-relief,mobile,fountain,kinetic,electronic,or other,in any material or combination of materials; b.Painting: all media, including but not limited to, murals; c.Graphic and multi-media:printmaking,drawing,calligraphy,and photography including digital,any combination of various forms of electronic media,including sound,film,holographic,and video and other art forms but only when on a large public scale; d.Mosaics; e.Crafts: in clay, fiber and textiles, wood metal, plastics, and other materials; f.Mixed media: any combination of forms or media, including collage; g.Any other qualifying forms of on-site public art as determined by the Cultural Arts Commission. Public artworks may also be furnishings or fixtures,including,but not limited to,gates,walls,railings,street lights or seating,if created by a visual art professional as unique elements.The artworks can include water elements,walkways,and artistic or aesthetic elements of the overall architecture or landscape design if created by a visual art professional or a design team that includes a visual art professional. 2.On-site Cultural Program Cultural Arts programs on-site are meant to inspire creativity while enhancing and enriching the quality of life of the City while strengthening the sense of community. These may include: a.Performance arts: theatre, dance, music; b.Literary arts: poetry readings and storytelling; c.Media areas: film and video, screenings, and installations; d.Education: art lectures and presentations; e.Special events: festivals and celebrations; f.Artist-in-residence programs in the arts; g.Any other form of cultural program as determined by the Cultural Arts Commission h.On-site art spaces or cultural facilities that include one or more of the following eligible components: gallery/exhibition spaces,resource libraries,visual arts slide registries,performance spaces,artist studio spaces and arts education facilities which are open and accessible to the public. Public art does not include the following: 1.Mass-produced art objects that are of standard design such as playground equipment,benches,or City of South San Francisco Printed on 10/22/2020Page 3 of 5 powered by Legistar™ File #:20-827 Agenda Date:10/28/2020 Version:1 Item #:21. 1.Mass-produced art objects that are of standard design such as playground equipment,benches,or fountains; 2.Decorative or functional elements or architectural details,which are designed solely by the building architect as opposed to a visual art professional commissioned for this purpose,working individually or in collaboration with the building architect; 3.Landscape architecture and landscape gardening,except where these elements are designed by the visual art professional and are an integral part of the work of art by the visual art professional; 4.Directional elements such as super graphics,signage,or color coding,except where these elements are integral parts of the original work of art or executed by visual art professionals in unique or limited editions; 5.Logos or corporate identity. Ownership of Art Considerations Title to all artworks required by the City shall pass to the successive owners,or property owner’s designee,of the development.Each successive owner,or their designee,shall be responsible for the custody,protection,and maintenance of such works of art. 1.If,for any reason,the current owner,or their designee,chooses to replace any public art installed as part of this program, the following requirements shall be met before the artwork is replaced: 2.The cost of the replacement shall be equal to, or greater than, the cost of the art to be removed; 3.The location of the replacement shall meet the requirement for public accessibility in effect at the time of the replacement; 4.The replacement art shall conform,in every respect,to all standards in effect at the time of the replacement; 5.The replacement work, location and installation shall violate no other ordinance; The replacement public art shall be available for public view not more than one hundred eighty days after the existing art is removed,unless the property owner,or property owner’s designee,requests an extension of such time and the extension is approved in writing by the Director of the Parks and Recreation Department at their discretion.The Director may choose to confer with the Cultural Arts Commission in relation to approving replacement public art. The property owner,or their designee,shall maintain,or cause to be maintained as designated in writing,in good condition the public art continuously after its installation and shall perform necessary repairs and maintenance to the satisfaction of the City.The maintenance obligations of the property owner,or property owner’s designee shall be contained in a covenant and recorded against the property by the applicant.Should the property owner,or their designee,wish to remove the public art,the City must be notified in writing in advance.The property owner,or property owner’s designee,shall replace the public art with public art of equal or greater value. D.Cultural Arts Commission role and responsibilities If the City determines that the proposed public art project does not comply with City requirements,the matter shall be referred to the Cultural Arts Commission for review and a determination as to the project's compliance. The Cultural Arts Commission shall be the sole reviewing authority for public art projects;however,the City of South San Francisco Printed on 10/22/2020Page 4 of 5 powered by Legistar™ File #:20-827 Agenda Date:10/28/2020 Version:1 Item #:21. determination of the Cultural Arts Commission may be appealed to the City Council. E.In-Lieu Fee alternative If a developer elects not to meet the 1%public art requirement,they will have the option of depositing into the public art fund the value of half of one percent (0.5%)of the amount of construction costs.These in-lieu fees will be restricted and would be used solely for: 1.The acquisition,commission,design,installation,improvement,maintenance and insurance of public art and/or arts and cultural programs; 2.The acquisition or improvement of real property to display public art,which has been or may be subsequently approved by the City; 3.Other expenses associated with the implementation and administration of the public art program. RECOMMENDATION Staff recommends that the City Council conduct a public hearing and at the conclusion waiver further reading and introduce the ordinance to create the proposed Public Art Requirement for construction projects in the City of South San Francisco.The ordinance would return to the City Council for adoption at the November 9th City Council meeting. FISCAL/POLICY IMPACT At the November 9th meeting,the ordinance regarding Public Art Requirement would need to be adopted by City Council. RELATIONSHIP TO STRATEGIC PLAN If approved by City Council,the ordinance would carry out the intentions of the strategic plan,specifically regarding priority number one:Quality of Life --Build and Maintain a Sustainable City.It would further enhance the City’s parks, art, and green spaces. CONCLUSION Cultural and artistic resources enhance the quality of life for individuals living in,working in,and visiting the city.The establishment of this Public Art Requirement program will promote the general welfare through balancing the community’s physical growth and revitalization and its cultural and artistic resources. City of South San Francisco Printed on 10/22/2020Page 5 of 5 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. Ordinance amending Title 8 of the South San Francisco Municipal Code to add Chapter 8.76 “Public Art Requirement”. WHEREAS,State law provides that cities have the responsibility to use the powers vested in them to regulate the aesthetic conditions of the community; and WHEREAS,on October 14,2020,City Council amended Chapter 20.300 of the South San Francisco Municipal Code to repeal and reserve Section 20.300.007(K),eliminating the option for some property owners seeking to intensify the use of their properties to make a contribution to the Cultural Arts Fund in lieu of meeting City landscaping requirement; and WHEREAS,the City of South San Francisco is dedicated to supporting,promoting,and protecting community interest and diversity in art, culture, and creative expression; and WHEREAS,the City of South San Francisco is dedicated to improving infrastructure,economic development and cultural diversity through acquisition and exhibition of public art; and WHEREAS,cultural and artistic resources enhance the quality of life for individuals living in,working in,and visiting the City,and artwork should be included in development projects to inspire civic pride amongst its residents,strengthen the City’s regional identity by enhancing public spaces,giving character to neighborhoods and business districts, and providing numerous opportunities for people to experience visual art; and WHEREAS,City Council desires to amend the South San Francisco Municipal Code to establish a public art requirement for specified non-residential development projects; and WHEREAS,City Council desires that the public art requirement applies to any new non-residential development project and that it requires such projects to contribute public art with a value of at least one percent (1%) the amount of construction costs; and WHEREAS,City Council desires that in-lieu of contributing public art,the public art requirement will allow for the payment of an in-lieu fee into a public art fund at the value of half of one percent (.5%)of the amount of construction costs; and WHEREAS,the City of South San Francisco Municipal Code Title 8 is written to provide for the Health and Welfare of the City; and WHEREAS,the City Council desires to amend Title 8 of the City of South San Francisco Municipal Code to adopt Chapter 8.76 “Public Art”to require a public art contribution,or in the alternative a payment of an in-lieu fee, for new non-residential development projects; and WHEREAS,the action taken by this Ordinance has no potential for physical effects on the environment City of South San Francisco Printed on 10/29/2020Page 1 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. WHEREAS,the action taken by this Ordinance has no potential for physical effects on the environment because it does not commit the City to any particular public art project.Furthermore,it involves the adoption of an in-lieu fee imposed by the City,which is a fee that may be used for future projects,and all future projects will be fully evaluated in full compliance with the California Environmental Quality Act (“CEQA”)when enough physical details regarding said projects are available to permit meaningful CEQA review (See CEQA Guidelines,Section 15004(b)(1)).Therefore,approval of the fee is not a “project”for purposes of CEQA, pursuant to CEQA Guidelines,Section 15378(b)(4);and,even if considered a “project”under CEQA,is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3)because it can be seen with certainty that there is no possibility that approval of the public art requirement and in-lieu fee may have a significant effect on the environment. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES HEREBY ORDAIN AS FOLLOWS. SECTION 1.Findings The City Council finds that the foregoing recitals are true and correct and are incorporated into the Ordinance by this reference. SECTION 2.Amendments to the Municipal Code Chapter 8.76 (“Public Art Requirement”)is hereby added to Title 8 of the South San Francisco Municipal Code to read as follows: Chapter 8.76 8.76.010 Purpose. 8.76.020 Definitions. 8.76.030 Public art requirement. 8.76.040 In-lieu fee option. 8.76.050 Exemptions and Waivers. 8.76.060 Use of public art fund. 8.76.070 Administration. 8.76.010 Purpose. The purpose of this chapter is to authorize the establishment of guidelines,procedures,and standards for the integration of public art into new development projects. 8.76.020 Definitions. For the purpose of this chapter, the following words and phrases are defined as follows: "Development project"means any new non-residential building construction,and/or the rehabilitation, renovation, remodeling, or improvement of an existing non-residential building. "Construction costs"means the total value of a development project’s hard construction costs as estimated and certified by the City’s Building Division as part of the standard building permit review process. "Nonprofit agency"means a corporation organized under Internal Revenue Code Section 501(c)(3),in good standing with the California Department of Corporations and in compliance with all federal,state,and City of South San Francisco Printed on 10/29/2020Page 2 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. good standing with the California Department of Corporations and in compliance with all federal,state,and local licensing, reporting, and tax requirements. "Public art" means and includes the programs established in Section 8.76.030 of this chapter. "Public art in-lieu contribution"means an amount paid to the City of South San Francisco pursuant to this chapter, not less than one half of one percent (0.5%) of construction costs. "Public art project"means the cost for the development,acquisition,and installation of the public art required by this chapter. It shall include the costs for the administration of this public art program. "Visual art professional"means any of the following:professional artist in any medium,curator,art critic, art historian,arts educator,architect,or other design professional with a visual or arts background or fine arts collector. 8.76.030 Public Art requirement. A.Every development project,as defined in this chapter,shall provide qualifying public art with a value equal to not less than one percent (1%)of construction costs for acquisition and installation of public art on the development site.However,if a development project consists of both residential and non- residential developments,then only the construction costs for the non-residential portions of the project shall be used for the valuation of public art as required herein.Further,if a development project involves rehabilitation,renovation,remodeling,or improvement of an existing building,the project shall only be subject to the requirements of this chapter if it creates a net increase in square footage of the existing building. B.Qualifying public art shall include the following: 1.On-site Projects.Works of visual art are meant to be enduring original artworks of the highest quality and craftsmanship.They should engage one's mind and senses while enhancing and enriching the quality of life of the city.The artworks will be generally sited and an integral part of the landscaping and/or architecture of the building,considering the historical,geographical, and social/cultural context of the site.The artworks shall be constructed in a scale that is proportional to the scale of the development. These may include: a.Sculpture,such as in the round,bas-relief,mobile,fountain,kinetic,electronic,or other, in any material or combination of materials; b.Painting: all media, including but not limited to, murals; c.Graphic and multi-media:printmaking,drawing,calligraphy,and photography including digital,any combination of various forms of electronic media, including sound,film,holographic,and video and other art forms but only when on a large public scale; d.Mosaics; e.Crafts: in clay, fiber and textiles, wood metal, plastics, and other materials; f.Mixed media: any combination of forms or media, including collage; g.Furnishings and Fixtures,including,but not limited to:gates,walls,railings, street lights or seating,if created by a visual art professional as unique elements. The artworks can include water elements,walkways,and artistic or aesthetic elements of the overall architecture or landscape design if created by a visual art City of South San Francisco Printed on 10/29/2020Page 3 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. elements of the overall architecture or landscape design if created by a visual art professional or a design team that includes a visual art professional. h.Any other qualifying forms of on-site public art as determined by the Cultural Arts Commission. 2.On-site Cultural Program. These may include: a.Performance arts: theatre, dance, music; b.Literary arts: poetry readings and storytelling; c.Media areas: film and video, screenings, and installations; d.Education: art lectures and presentations; e.Special events: festivals and celebrations; f.Artist-in-residence programs in the arts; g.Any other qualifying form of cultural program as determined by the Cultural Arts Commission. 3.On-site art spaces or cultural facilities that include one or more of the following eligible components:gallery/exhibition spaces,resource libraries,visual arts slide registries, performance spaces,artist studio spaces and arts education facilities which are open and accessible to the public. 4.The following types of objects and elements may not be used to satisfy the requirements of this Chapter: a.Art objects that are mass-produced of standard design such as playground equipment, benches, or fountains; b.Decorative or functional elements or architectural details,which are designed solely by the building architect as opposed to a visual art professional commissioned for this purpose,working individually or in collaboration with the building architect; c.Landscape architecture and landscape gardening,except where these elements are designed by the visual art professional and are an integral part of the work of art by the visual art professional; d.Directional elements such as super graphics,signage,or color coding,except where these elements are integral parts of the original work of art or executed by visual art professionals in unique or limited editions; e.Logos or corporate identity. C.Acquisition and installation of qualifying public art shall comply with the following: 1.The property owner,or property owner’s designee as designated in writing,shall acquire qualifying public art pursuant to the requirements of this chapter. 2.The creator of public art shall be a visual art professional who is not a member of the project architect, engineering, or landscape architect firm. 3.Public art shall be installed on the development site in a location that allows the public art to be City of South San Francisco Printed on 10/29/2020Page 4 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. visible from a public right-of-way or from other public property. 4.Public art shall be displayed in a manner that will enhance its enjoyment by the public. 5.The installation complies with all applicable building code requirements including structural safety requirements. D.The property owner,or the property owner’s designee as designated in writing,shall maintain,or cause to be maintained,in good condition the public art continuously after its installation and shall perform necessary repairs and maintenance to the satisfaction of the city. 1.The maintenance obligations of the property owner shall be contained in a covenant and recorded against the property by the applicant. 2.Title to all artworks required by and installed pursuant to this chapter shall pass to the successive property owners of the development. 3.Each successive property owner,or property owner’s designee,shall be responsible for the custody, protection, and maintenance of such works of art. E.If,for any reason,the property owner,or property owner’s designee,chooses to remove any public art installed pursuant to this chapter,the city must be notified in advance and the property owner,or property owner’s designee, shall replace the public art pursuant to the following requirements: 1.The cost of the replacement shall be equal to, or greater than, the cost of the art to be removed; 2.The location of the replacement shall meet the requirement for public accessibility in effect at the time of the replacement; 3.The replacement art shall conform,in every respect,to all standards in effect at the time of the replacement; 4.The replacement work, location and installation shall violate no other ordinance; 5.The replacement public art shall be available for public view not more than one hundred eighty days after the existing art is removed,unless the property owner,or property owner’s designee, requests an extension of such time and the extension is approved in writing by the Director of the Parks and Recreation Department at their discretion.The Director may choose to confer with the Cultural Arts Commission in relation to approving replacement public art. 8.76.040 In-lieu fee option. A.Any person subject to the requirements of this chapter may elect to make a public art contribution payment in an amount not less than half of one percent (0.5%)of construction costs into the public art fund,in lieu of acquisition and installation of public art on the development project site.The in-lieu contribution payment must be made prior to the issuance of a building permit. 8.76.050 Exemptions and waivers. A.The city council may,at its sole discretion,exempt any project that is sponsored,funded,and managed by a government agency or by a non-profit agency acting on behalf of the city from the requirements of this chapter. City of South San Francisco Printed on 10/29/2020Page 5 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. B.Exceptions. The requirements of this chapter shall not apply to the following activities: 1.Underground public works projects; 2.Street or sidewalk repair; 3.Tree planting; 4.Remodeling,repair,or reconstruction of structures which have been damaged by fire,flood, wind, earthquake or other calamity; 5.Residential development projects; 6.Seismic retrofit projects; 7.Utility pump stations and reservoirs; 8.Fire sprinkler installation projects. 8.76.060 Use of public art fund. A.There is hereby created a public art fund to account for the public art in-lieu contributions and any and all other revenues appropriated or received for public art and/or public arts and cultural programs, including donations from the public. The revenues in such fund shall be used solely for: 1.The acquisition,commission,design,installation,improvement,maintenance and insurance of public art and/or arts and cultural programs identified by Section 8.76.030 of this chapter; 2.The acquisition or improvement of real property for the purpose of displaying public art,which has been or may be subsequently approved by the city; 3.Other expenses associated with the implementation and administration of the public art program. B.All fees collected under this chapter will be maintained,managed,and reviewed by the city manager or their designee.The Parks and Recreation Department shall initiate review of,and the city council shall review,the administrative costs of the public art program on an ad hoc basis,including,but not limited to,staff support and related expenses;curatorial services;documentation;publicity,community education and any other services or programs in accordance with the intent of this chapter. C.If real property purchased with monies from the public art fund is subsequently sold,the proceeds from the sale shall be returned to the public art fund. 8.76.070 Administration. A.Compliance with the provisions of this chapter shall be demonstrated by the property owner,or property owner’s designee, prior to issuance of a building permit, in one of the following ways: 1.Installation of qualifying public art on the development project site; 2.Payment of the full amount of the public art in-lieu contribution; or 3.Written proof to the city of: (a)a contractual agreement to commission or purchase and install the required public art on the development project site; (b)a written acknowledgement by the visual art professional and the property owner,or property owner’s designee,in a form approved by the city,that the proposed public art complies with the City of South San Francisco Printed on 10/29/2020Page 6 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. owner’s designee,in a form approved by the city,that the proposed public art complies with the following criteria: i.The public art shall be designed and constructed by any person experienced in the production of such art and recognized by critics and by his or her peers as one who produces works of art; ii.The public art shall require a low level of maintenance and that the proposed maintenance provisions are adequate for the long-term integrity and enjoyment of the work; iii.The public art shall be related in terms of scale,material,form and content to immediate and adjacent buildings and architecture,landscaping,or other setting to complement the site and its surroundings and shall be consistent with any corresponding action of the planning commission,design review board or city council as it may relate to any development entitlements; iv.Permanent public art shall be a fixed asset to the property; v.The public art shall be maintained by the property owner,or the property owner’s designee, in a manner acceptable to the city; vi.The public art meets all applicable building code requirements. (c)security or other financial assurance provided by the owner or applicant in an amount and form acceptable to the city attorney to guarantee installation of the public art. B.If the city determines that the proposed public art project does not comply with this Chapter,the project shall be referred to the Cultural Arts Commission for review and a determination as to the project's compliance with the requirements of this Chapter.The Cultural Arts Commission shall be the sole reviewing authority for public art projects. C.The determination of the Cultural Arts Commission may be appealed to the City Council in accordance with Chapter 1.28 of this Code. SECTION 3.Severability. If any section,subsection,sentence,clause,or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction,such decision shall not affect the validity of the remaining portions of this Ordinance.The City Council hereby declares that it would have passed the Ordinance,and each and every section,subsection,sentence,clause,or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. Publication and Effective Date Pursuant to the provisions of Government Code Section 36933,the City Attorney shall prepare a summary of this Ordinance.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1)publish the summary, and (2) post in the City Clerk’s Office a certified copy of the full text of this Ordinance City of South San Francisco Printed on 10/29/2020Page 7 of 8 powered by Legistar™ File #:20-828 Agenda Date:10/28/2020 Version:1 Item #:21a. ***** City of South San Francisco Printed on 10/29/2020Page 8 of 8 powered by Legistar™