Exhibit A to Attachment 1 - 1st Amendment and Original Agreement - W-transFirst Amendment to Agreement for Consultant Services
W‐Trans for Signal Traffic Signal Modernization Project Management
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FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This AMENDMENT TO AGREEMENT is dated for identification this 19th day of August
2020 and amends that certain Agreement for Consultant Services dated April 18, 2018, made by
and between the Town of Los Gatos, ("Town,") and Whitlock & Weinberger Transportation, Inc.
(W‐ Trans), ( "Consultant"), whose address is 505 17th Street, 2nd Floor, Oakland, CA94612.
RECITALS
A.Town and Consultant entered into an Agreement for Consultant Services Agreement on
April 18, 2018, (“Agreement”), a copy of which is attached hereto and incorporated by
reference as Attachment 1 to this Amendment.
B.The Town desires to engage Consultant to provide project management services for the
Signal Traffic Signal Modernization (a.k.a. Los Gatos Smart Signals project) based on time
and materials (T&M).
C.The Consultant represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
D.Consultant warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Consultant acknowledges Town has relied upon these warranties to retain
Consultant.
AMENDMENT
2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal
dated July 30, 2020, which is hereby incorporated by reference and attached as Exhibit
A.
2.2 Term and Time of Performance. This contract will remain in effect until June 30, 2023.
2.6 Compensation. Compensation for Consultant's professional services for the additional
scope of services shall not exceed $75,000, for a total agreement amount not to
exceed $200,000 inclusive of all costs. Payment shall be based upon Town approval of
each task.
All other terms and conditions of the Agreement remain in full force and effect.
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
EXHIBIT A
First Amendment to Agreement for Consultant Services
W‐Trans for Signal Traffic Signal Modernization Project Management
2 of 2
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos
By: _______________________________
Consultant by:
By: ______________________________
Laurel Prevetti, Town Manager Print Name, Title
Department Approval:
_______________________________________
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________
Robert Schultz, Town Attorney Shelley Neis, MMC, CPMC
Town Clerk
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
9/8/2020
Mark Spencer, Vice President and Senior
Principal
9/8/2020
9/10/2020
9/11/2020
9/11/2020
1276 Lincoln Avenue, Suite 204 San Jose, CA 95125 650.314.8313 w-trans.com
SANTA ROSA • OAKLAND • SAN JOSE
July 30, 2020
Ms. Ying Smith
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Proposal for On-Call Services as Project Manager for Implementation
Phase of the Los Gatos Smart Signals project
Dear Ms. Smith;
W-Trans is pleased to present this proposal for continued project management services for the system evaluation
and engineering phases of the controller upgrade and system purchase projects. Our original scope, written in
April 2018, was prepared in response to the Town’s broad request for on-call services and included our best
estimation of work tasks at the time, including:
•Scheduling;
•Conducting meetings and preparing progress reports;
•Facilitating work of the selected System Vendors, Econolite, including providing Town-furnished items,
reviewing materials submittals, monitoring schedule, budget, and contract completion status, and system
acceptance;
•Facilitating work of the selected design consultant, Iteris, including providing Town-furnished items,
coordinating work with system vendor, monitoring schedule, budget, and contract completion status, and
reviewing plan submittals;
•Finalizing the Request for Proposals for the System Performance Measure and Virtual Bike Detection contract,
reviewing proposals and selecting a vendor, providing Town-furnished items, monitoring schedule, budget,
and contract completion status, and system acceptance; and
•Various on-call assignments that might become necessary.
Of these tasks, facilitating work and providing Town-furnished items of Econolite and Iteris has already begun, and
preparing the first draft of the RFP for SPM and VBD vendor is complete
Tasks to be addressed over the next year of project development are described in the following section.
Scope of Services
1.Project management and oversight, including:
a.Maintain schedule: To include tracking funding deadlines and E76 approval status.
b.Meetings and progress reports: W-Trans will continue to schedule periodic informal meetings with Town
staff and other involved parties with a focus on deliverables and due dates. We will provide monthly
progress reports. Following each meeting we will prepare meeting notes.
c.Grant funding: Includes coordination with MTC to determine requirements, verifying that the NEPA/
CEQA filing already completed by MTC is adequate, and working with Town staff to submit
reimbursement requests to MTC.
2.Facilitating work of the selected System Vendor, Econolite, including:
a.Monitoring schedule, budget, and contract completion status
b.Responding to requests for information or clarifications
c.Coordinating work with other vendors or consultants
d.Reviewing deliverables and coordinating comments with Town staff
e.Review signal timing recommendations
f.Attending or coordinating system training sessions
Exhibit A
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
Ms. Ying Smith Page 2 July 30, 2020
g. Attending progress meetings every other week
3. Facilitating work of the selected design consultant, Iteris, including:
a. Monitoring schedule, budget, and contract completion status
b. Responding to requests for information or clarifications
c. Coordinating work with selected vendors
d. Reviewing deliverables and coordinating comments with Town staff
e. Attending progress meetings every other week and monitoring status of action items
4. Finalizing the Request for Proposals for the System Performance Measure and Virtual Bike Detection vendor,
reviewing proposals, developing a short list and interviewing firms (if needed), and selecting a vendor.
5. Facilitating work of the selected System Performance Measure and Virtual Bike Detection vendor, including:
a. Monitoring schedule, budget, and contract completion status
b. Responding to requests for information or clarifications
c. Facilitating requests for information to be furnished by the Town or other contracted parties
d. Reviewing deliverables and coordinating comments with Town staff
e. Attending progress meetings every other week and monitoring status of action items
f. System acceptance
6. On-Call Services: W-Trans will provide additional services that are not already described in Tasks 1 through 5
on an as-needed basis. All on-call work will be documented via an email describing the scope, fee, and
schedule before starting work.
Exclusions: The scope of services does not include items that are not specifically identified above. Any additional
services needed would be provided on a time and materials basis after receiving written authorization.
Schedule and Budget
The schedule for services in Tasks 1 through 5 will match the schedule submitted to MTC. On-call services are
expected to occur over the next 12 months.
Our services will be conducted on a time and materials basis at the rates indicated on the enclosed sheet; note
that a new rate schedule will be provided in January 2021 for services that occur next year. Monthly invoices will
be provided electronically unless a hard copy via mail is requested. The estimated maximum fee is $75,000.
I will be your primary contact for these services. Please contact me at (650) 314-8313 or sfitzsimons@w-trans.com
if you have any questions about this proposal. Please issue a Purchase Order if you wish to initiate services. This
proposal will remain a firm offer for 90 days from the date of this letter. Thank you for giving us the opportunity
to propose on these services.
Sincerely,
Steve Fitzsimons, PE
Principal
SMF/smf/LGA006.P3
Enclosures: 2020 Fee Schedule, Project Fee Estimate
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
490 Mendocino Avenue, Suite 201 SANTA ROSA, CA 95401 707.542.9500
505 17th Street, 2nd Floor OAKLAND, CA 94612 510.444.2600
1276 Lincoln Avenue, Suite 204 SAN JOSE, CA 95125 650.314.8313
w-trans.com
Fee Schedule
2020 Staff Billing Rates
Position Billing Rate (per hour)
Senior Principal $280 – $305
Principal $220 – $260
Senior Engineer/Planner $195 – $210
Engineer/Planner $150 – $160
Associate Engineer/Planner $135 – $150
Assistant Engineer/Planner $115 – $125
Technician/Administrative $95 – $110
Intern $30 – $80
Field Technician $30 – $75
2020 Expense Charges
Item Charge
Mileage $0.63/mile*
Services and Expenses 10% surcharge
These rates are valid for work performed prior to December 31,
2020. Work performed after January 1, 2021, and any
subsequent year may be billed at the revised rates established
for that year.
* Mileage charge will be based on the IRS Standard Mileage Rate
(set at $0.575 effective January 1, 2020) plus 10 percent.
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
Task Steve
Fitzsimons Associate 4 Associate 2 Admin 2 Misc Total Hours
1. Project Management and Oversight 30 0 0 20 $0 50
2. Facilitate Econolite Work 47 0 117 0 $80 164
3. Facilitate Iteris Work 38 0 49 0 $80 87
4. Finalize SPM-VDB Vendor RFP 39 22 0 8 $40 69
5. Facilitate SPM-VBP Vendor Work 17 50 0 0 $60 67
171 72 166 28 $260 437
Task $220 $150 $140 $110 LS TOTAL
1. Project Management and Oversight $6,600 $0 $0 $2,200 $0 $8,800
2. Facilitate Econolite Work $10,340 $0 $16,380 $0 $80 $26,800
3. Facilitate Iteris Work $8,360 $0 $6,860 $0 $80 $15,300
4. Finalize SPM-VDB Vendor RFP $8,580 $3,300 $0 $880 $40 $12,800
5. Facilitate SPM-VBP Vendor Work $3,740 $7,500 $0 $0 $60 $11,300
$37,620 $10,800 $23,240 $3,080 $260 $75,000
Los Gatos ATMS On-Call Support, Phase 3
W-Trans Fee Estimate
HOURS BY STAFF MEMBER
FEE AT HOURLY RATES INDICATED
These rates are valid for work performed prior to December 31, 2020. Work performed after
January 1, 2021, and any subsequent year may be billed at the revised rates established for that
year. Mileage charges will be based on the IRS Standard Mileage Rate (set at $0.575 effective
January 1, 2020; subject to change) plus 10 percent.
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
AGR .D _
AGREEMENT FOR CONSULTANT SERVICES 1HH
THIS AGREEMENT is made and entered into on April 12, 2018 by and between TOWN OF LOS
GATOS, a California municipal corporation, ( "Town ") and Whitlock & Weinberger
Transportation, Inc. (W- Trans), ( "Consultant"), whose address is 505 17th Street, 2 "d Floor,
Oakland, CA 94612. This Agreement is made with reference to the following facts.
I. RECITALS
1.1 The Town desires to engage Consultant to provide project management services for the
system evaluation and engineering phases of the controller upgrade and system purchase
projects for the Los Gatos Smart Signals project based on time and materials (T &M).
1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scone of Services. Consultant shall provide services as described in that certain Proposal
sent to the Town on April 6, 2018, which is hereby incorporated by reference and attached
as Exhibit A. The services include:
Develop schedule
Meetings and progress reports
Visionary Meeting
System evaluation
Design drawing
On -Call services
2.2 Term and Time of Performance. This contract will remain in effect from April 12, 2018 to
June 30, 2020
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Consultant to practice its
profession. Consultant shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
Agreement for Consultant Services — Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Project
Page 1 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
2.5 Information/Renort Handling. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and the
Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a
defined project, and Town's use of the information contained in the reports prepared by the
Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will not
appropriate any methodology or technique of Consultant which is and has been confirmed
in writing by Consultant to be a trade secret of Consultant.
2.6 Com ensation. Compensation for Consultant's professional services shall not exceed /
125,000, inclusive of all costs. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor and
not an agent or employee of the Town. As an independent contractor he /she shall not obtain
any rights to retirement benefits or other benefits which accrue to Town employee(s). With
prior written consent, the Consultant may perform some obligations under this Agreement
Agreement for Consultant Services — Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Project
Page 2 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
by subcontracting, but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement. Consultant agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Consultant shall
be compensated for its costs and expenses in preparing for, traveling to, and testifying in
such matters at its then current hourly rates of compensation, unless such litigation is
brought by Consultant or is based on allegations of Consultant's negligent performance or
wrongdoing.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter into
any such holdings or agreements. In addition, Consultant warrants that it does not presently
and shall not acquire any direct or indirect interest adverse to those of the Town in the
subject of this Agreement, and it shall immediately disassociate itself from such an interest,
should it discover it has done so and shall, at the Town's sole discretion, divest itself of such
interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it
does not employ a person having such an interest in this performance of this Agreement. If
after employment of a person, Consultant discovers it has employed a person with a direct
or indirect interest that would conflict with its performance of this Agreement, Consultant
shall promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.12 Equal Employment Cr000rtunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national
origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
Agreement for Consultant Services — Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Project
Page 3 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, 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 Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
Agreement for Consultant Services — Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Project
Page 4 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of the
Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, files, documents, reports, performed to date by the Consultant. In the event of such
termination, Town shall pay Consultant an amount that bears the same ratio to the
maximum contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement, unless such termination is made for cause, in which
event, compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos Whitlock & Weinberger Transportation, Inc.
Attn: Town Clerk (W -Trans)
110 E. Main Street 505 17th Street, tad Floor
Los Gatos, CA 95030 Oakland, CA 94612
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
Agreement for Consultant Services— Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Project
Page 5 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by: Consultant, by:
Laurel Prevettr 'Town Manager Mark E Spencer
I o I nd by
0 L _ Print
fAatt Mort6y, Dfrector of arks nd Pu tc ` •itle
Works
Approved as to Form:
Robert Schultz_ ' o n Attorney
Agreement for Consultant Services - Whitlock & Weinberger Transportation (W- Trans)
Los Gatos Smart Signal Prqject
Page 6 of 6
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
Proposal for On -Call Services to serve as Project Manager for the Los
Gatos Smart Signals project
Dear Ms. Smith;
W -Trans is pleased to present this proposal for project management services for the system evaluation and
engineering phases of the controller upgradeand system purchase projects. Following are the assumptions relied
upon in preparing our scope of services and fee proposal.
Project 0 (PO) replaces controller assemblies and upgrades detection Town -wide. The software in the new
controllers might differ from current Town preferences as the adaptive project may need a different solution.
Project 1 (P1) involves adding adaptive and system performance measures (SPMs) to the controller
capabilities.
Project 2 (bicycle app) is not to be addressed by the current scope but the "cloud computing' requirements
must be understood and addressed.
The focus of the current effort is to coordinate with MTCs System Evaluation and to assist with hiring a
consultant to prepare contract documents.
Assistance during the installation and implementation phases, and with all aspects of Project 2, are not
addressed in this proposal.
The schedule for this effort is listed in the IDEA grant application as 6 months for design and environmental
clearance. Bid, award, and construction /installation activities are to be covered in a supplemental
procurement.
Steve Fitzsimons, PE, TE, is our proposed key staff. He has recently completed a similar project for Rohnert Park
and gained valuable, relevant insights.
Scope of Services
1. Develop schedule. Starting with the grant schedule requirements and Town expectations, W -Trans will
develop a detailed schedule for the PO and Pi efforts, and we will maintain and update the schedule
throughout the project as needed.
2. Meetings and progress reports. W -Trans will schedule weekly calls with Town staff and other involved parties,
focused on deliverables and due dates. We will provide monthly progress reports. We will attend up to six
meetings with the MTC system engineering consultant, and up to two meetings with MTC staff. Following
each meeting we will prepare meeting minutes.
3. Visionary Meeting. We will schedule and lead a visioning meeting with Town staff for PO and Pt to include a
thorough description of existing conditions on Los Gatos streets and desired performance once the PO and
P1 projects are complete. The product of the Visioning meeting will be turned into a performance
specification for the adaptive system and a list of ASPMS to be configured for the Town's use by the system
vendor.
4. System evaluation. W -Trans will review the Request for Proposal prepared by the MTC system engineering
consultant and the Draft, Pre - Final, and Final levels of completion. We will coordinate with Town staff on
1276 Lincoln Avenue, Suite 204. San Jose, CA 95125 650 - 314 -8313 w- trans.com
SANTA ROSA• OAKLAND• SAN JOSE
EXHIBIT A
April 6, 2018 W -Trans
Ms. Ying Smith
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Proposal for On -Call Services to serve as Project Manager for the Los
Gatos Smart Signals project
Dear Ms. Smith;
W -Trans is pleased to present this proposal for project management services for the system evaluation and
engineering phases of the controller upgradeand system purchase projects. Following are the assumptions relied
upon in preparing our scope of services and fee proposal.
Project 0 (PO) replaces controller assemblies and upgrades detection Town -wide. The software in the new
controllers might differ from current Town preferences as the adaptive project may need a different solution.
Project 1 (P1) involves adding adaptive and system performance measures (SPMs) to the controller
capabilities.
Project 2 (bicycle app) is not to be addressed by the current scope but the "cloud computing' requirements
must be understood and addressed.
The focus of the current effort is to coordinate with MTCs System Evaluation and to assist with hiring a
consultant to prepare contract documents.
Assistance during the installation and implementation phases, and with all aspects of Project 2, are not
addressed in this proposal.
The schedule for this effort is listed in the IDEA grant application as 6 months for design and environmental
clearance. Bid, award, and construction /installation activities are to be covered in a supplemental
procurement.
Steve Fitzsimons, PE, TE, is our proposed key staff. He has recently completed a similar project for Rohnert Park
and gained valuable, relevant insights.
Scope of Services
1. Develop schedule. Starting with the grant schedule requirements and Town expectations, W -Trans will
develop a detailed schedule for the PO and Pi efforts, and we will maintain and update the schedule
throughout the project as needed.
2. Meetings and progress reports. W -Trans will schedule weekly calls with Town staff and other involved parties,
focused on deliverables and due dates. We will provide monthly progress reports. We will attend up to six
meetings with the MTC system engineering consultant, and up to two meetings with MTC staff. Following
each meeting we will prepare meeting minutes.
3. Visionary Meeting. We will schedule and lead a visioning meeting with Town staff for PO and Pt to include a
thorough description of existing conditions on Los Gatos streets and desired performance once the PO and
P1 projects are complete. The product of the Visioning meeting will be turned into a performance
specification for the adaptive system and a list of ASPMS to be configured for the Town's use by the system
vendor.
4. System evaluation. W -Trans will review the Request for Proposal prepared by the MTC system engineering
consultant and the Draft, Pre - Final, and Final levels of completion. We will coordinate with Town staff on
1276 Lincoln Avenue, Suite 204. San Jose, CA 95125 650 - 314 -8313 w- trans.com
SANTA ROSA• OAKLAND• SAN JOSE
EXHIBIT A
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
Ms. Ying Smith Page 2 April 6, 2018
general conditions and dates, and check to see if performance specification from task 3 is incorporated. We
will participate in system vendor interviews and selection, including reference checking. This proposal
assumes no more than three vendors will be shortlisted and interviewed.
5. Design Drawing. We will prepare a request for proposal for design consultants. We will review design
drawings and specifications at the 30 %, 50 %, 80 %, 100% and Bid Set levels of completion, and provide
comments on marked -up paper plots and in an Excel comment matrix. Coordination with Town engineeringandinspectionstaffisassumedinthistask.
6. On -Call Services. W -Trans will provide additional services that are not already described in Tasks 1 -5 on an
on -call basis. All on -call work will be documented via an email describing the scope, fee, and schedule before
starting work. On -Call service may include, but are not limited to, the following:
Vendor interviews and negotiation meetings
Reference checks
Support with grant coordination
Acceptance testing
Responding to vendor questions
Exclusions: The scope of services does not include items that are not specifically identified above. Any additional
services needed would be provided on a time and materials basis after receiving written authorization.
Schedule and Budget
The schedule for services in Tasks 1 -5 will match the expected six -month schedule stated in the IDEA grant
application. On -call services are expected to occur over the following 12 months. A detailed schedule will be
prepared and updated by W -Trans throughout the project.
Our services will be conducted on a time and materials basis at the rates indicated on the enclosed sheet. Monthly
invoices will be provided electronically unless a hard copy via mail is requested. The estimated maximum fee for
Tasks 1 -5 $37,650 and the Task 6 budget is $12,350, resulting in a total budget of $50,000.
Steve Fitzsimons will be your primary contact for these service. Please contact him at 650- 3148313 or
sfitzsimons()w- trans.com if you have any questions about this proposal.
Please issue a Purchase Order if you wish to initiate services. This proposal will remain a firm offer for 90 days from
the date of this letter. Thank you for giving us the opportunity to propose on these services.
Sincerely,
Mark E. Spencer, PEI
Principal
MES /surf /LGA006.P1
Enclosures: 2018 Fee Schedule
Project Fee Estimate
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
1. Prepare and Update Schedule
2. Meetings and Progress Reports
3. Visioning Meeting
4. System Evaluation
5. Design drawings
6. On-Call Services
10 8 0 0 18
57 42 0 106 99
8 9 2 38 19
20 14 0 26 34
33 18 9 s0 60
44 29 0 65 73
1. Prepare and Update Schedule 2,100 840 o 0 2,940
2. Meetings and Progress Reports 11,970 4,410 0 106 16,486
3. Visioning Meeting 1,680 945 190 38 2,853
4. System Evaluation 4,200 1,470 0 26 5,696
5. Design drawings 6,930 1,890 855 0 9,675
6. On-Call Services S9,240 3,045 0 65 12,350
These rates are valid for work initiated prior to December 31, 2018. Work completed
after January 1, 2019, and any subsequent year may be billed at the revised rates
established for that year. Mileage charges will be based on the IRS Standard
Mileage Rate (set at $0.545 effective January 1, 2018; subject to change) plus 10
percent.
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
W', 4rans
Fee Schedule
2018 Staff Billing Rates
Position Billing Rate (per hour)
Principal 205- $290
Associate Principal 185- $205
Senior Engineer /Planner 175-$200
Engineer /Planner 150-$175
Associate Engineer /Planner 130 -$150
Assistant Engineer /Planner 100 -$130
Technician /Administrative 85 -$100
Intern 30 -$80
Field Technician 20- $40
2018 Expense Charges
Item Charge
Mileage $0.60 /mile*
Services and Expenses 10% surcharge
These rates are valid for work initiated prior to December 31,
2018. Work initiated after January 1, 2019, and any subsequent
year may be billed at the revised rates established for that year.
Mileage charge will be based on the IRS Standard Mileage Rate
set at $0.545 effective January 1, 2018; subject to change) plus
10 percent.
490 Mendocino Avenue, Suite 201 SANTA ROSA CA 95401 707.542.9500
50517Ih Street 2nd Floor OAKLAND, CA 94612 510.444.2600
1276 Lincoln Avenue, Suite 204 SAN JOSE, CA 95125 650.314.8313
w- trans.com
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
T K- M
Ms. Ying Smith
Town of Los Gatos
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
RE: Project Management Services for Town's Smart Signals Project
Thank you for the opportunity for TJKM to provide project management services to the Town
for the Smart Signals Project, which includes Project 0, 1, and 2. TJKM assisted the Town with
preparation of MTC's IDEA grant application and was successful in the Town being awarded the
federal funds for Project 1 and 2.
Based on our meeting on March 14, 2018, the Town would like the Consultant to assist in
project management of the System Evaluation and Engineering (PS &E) phases of Project 0 and
Project 1. Scope and responsibilities for the future phases, including PO and P1 installation &
implementation and P2, will be determined on a future date.
TJKM will assist the Town in the following tasks outlined by the Town in their email dated March
16, 2018:
The Project Manager (PM) shall function on behalf of Town staff and assume full project
management role and responsibility, ensuring project success from selection /evaluation
of system and equipment, through RFP for design and overseeing the preparation of the
bid contract documents. The PM would also assist with final implementation of a
functioning system, within the project schedule. The scope and fee for providing project
management services during bid and construction support will be a separate contract.
The PM shall be responsible for communications with all parties: Town staff, MTC staff
and consultants, Caltrans, and consultants and vendors hired by the Town.
The PM shall submit written updates to designated Town staff on a regular basis and as
requested by Town staff. For example, updates upon each meeting with MTC, design
consultants, and vendors.
The PM shall participate with the Town's Traffic Engineer in system evaluation as
performed by MTC's consultant to ensure appropriate selection of system for the Town
of Los Gatos.
Based on the system evaluation completed by MTC's consultant, the PM shall prepare an
RFP for a design consultant to prepare PS &E of Project 0 and 1. The Town's City Traffic
Engineer will issue the RFP and the PM will be available to assist with questions that arise
during the advertising phase.
The PM shall review PS &E and provide comments to design consultants through redline
markups scanned and emailed back to the design consultant.
TJKM estimates the duration of the system evaluation and PS &E phases to be at least 24
months.
PLEASANTON SAN JOSE SANTA ROSA SACRAMENTO FRESNO
Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588 Phone: 925.463.0611 www.TJKM.com
DBE #40772 SBE #38780
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
TJ KM Ms. Ying Smith
March 19, 2018
Page 2 of 2
The Town's Traffic Engineer is anticipated to be involved in the system evaluation phase
meetings with MTC, review of the system engineering documentation, selection of the
central signal system, review of the design RFP prepared by TJKM, and meetings with the
Town's selected design consultant. TJKM will coordinate with the Town's Traffic Engineer
during these instances and provide updates to the Town on other meetings attended
without the Town's Traffic Engineer.
Based on the workscope above, TJKM anticipates a minimum of 10 hours a week of time
for the PM or other staff assisting for at least an 18 month timeframe. Based on our
experience, we estimate 6 months for the System Engineering Project 0 and 1 phase and
12 months for the PS &E phase. The PM and other staff assisting would invoice the Town
on a time and materials basis using the latest rate schedule attached. TJKM will invoice
monthly to the Town and inform the Town's Traffic Engineer once the budget is close to
90% expended.
The estimated fee for the workscope is $200 /hr x 10 hrs /week x 78 weeks = $156,000
plus direct expenses (estimated at $10,000) = $166,000 total.
If the estimated duration is expected to be longer than 18 months, TJKM will revise the
proposal accordingly and resubmit to the City for approval.
Please feel free to call me at 925- 264 -5003 or email at al2atelCcDtjkm.com for any
questions regarding this proposal.
Sincerely,
A 14
Atul Patel, T.E.
Director of Design & ITS
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD
TAM
Rate Schedule
VISION THAT MOVES YOUR COMMUNITY
Principal................... ...............................
Director.................... ...............................
Senior Project Manager ..........................
Project Manager ...... ...............................
Senior Transportation Engineer ..............
Transportation Engineer .........................
Assistant Transportation Engineer .........
Transportation Planner ...........................
Assistant Transportation Planner ...........
Graphics Designer .... ...............................
Designer................... ...............................
Technical Staff II ....... ...............................
Administrative Staff . ...............................
Production Staff ....... ...............................
Reimbursable Expenses
250 /hour
230 /hour
210 /hour
180 /hour
165 /hour
145 /hour
125 /hour
120 /hour
115 /hour
110 /hour
100 /hour
90 /hour
80 /hour
55 /hour
Plotting(per sheet) ..................................................................... ............................... $18.00
Travel Cost (per mile, subject to change; based on IRS standard mileage rates) ..........545
All outside services are billed at cost plus a ten percent margin for handling.
Expert Witness charges available upon request.
Invoices are due and payable within 30 days. Invoices paid after 30 days will be subject to separate
billings of one and one half percent per month of unpaid balance. Late charges are not included in any
agreement for maximum charges.
Rates Effective January 1, 2018
Rates Subject to Change
PLEASANTON SAN JOSE SANTA ROSA SACRAMENTO FRESNO
Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton., CA 94588
Phone: 925.463.0611 Fax: 925.463.3690 www.TJKM.com
DBE #40772 SBE #38780
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD