TRANSMITTAL TO DATE COUNCIL FILE NO. The City Council

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1 TRANSMITTAL TO DATE COUNCIL FILE NO. The City Council JUN FROM The Mayor COUNCIL DISTRICT First Contract Amendment between the Department of Transportation and Commercial Programming Systems, Inc. Transmitted for your consideration. S City Administrative Officer re ort ach,mayo MAS:ALB: t CAO 649-d

2 Report From OFFICE OF THE CITY ADMINISTRATIVE OFFICER Analysis of Proposed Contract CAO File No.: 0150~09286~0000 urpose Contract: To continue software development services for the Automated Traffic Surveillance and Control (ATSAC) Program and the Adaptive Traffic Control System (ATCS}, Type of Contract: ( } New contract (X) Amendment Contract Term Dates: Requested Ame ment: Two additional for a total five contract. Amendment Amount: Not to exceed $1,200,000 amount $ Prior award 000 = Total Source of funds: Tra on Grant Fund COMMENTS The General Manager of the Department of Transportation (DOT) requests approval to execute a first contract amendment with Commercial Programming Systems, Inc. (CPS) to utilize contract programmers on an as~needed basis to continue development and implementation of traffic control system software related to the Automated Traffic Surveillance and Control (ATSAC) system, the Adaptive Traffic Control System (ATCS) and the Transit Priority System (TPS). The original contract with CPS was executed on July 1, 2007 for a period of three years, for total compensation not to exceed $1.35 million. The total cost of the proposed two-year contract amendment is not to exceed $1.2 million, or $600,000 per year. Funding is available for this proposed contract amendment through grant funds awarded by the Los Angeles Metropolitan Transportation Authority (Metro). Background The ATSAC system is a computer-based traffic signal control system that monitors traffic conditions and system performance, selects appropriate signal timing strategies and performs equipment diagnostics and alert functions. Sensors in the street detect the passage of vehicles, vehicle speed, and the level of congestion. This information is received and analyzed on a real-time basis at the A TSAC Operations Center to determi if better traffic flow can be achieved by changing the signal

3 CAO File No. Page timing. If required, the signal timing is automatically changed by ATSAC computers or manually changed by an operator using communication lines that connect the ATSAC Center with each traffic signal. The major benefit of the ATSAC system is the ability to effectively manage dynamic traffic flow. Evaluation studies of the ATSAC system show that travel times, traffic signal delay, vehicular stops, air emissions and fuel use are significantly reduced. The Adaptive Traffic Control System (ATCS) is the latest enhancement to ATSAC. The ATCS uses a personal computer-based traffic signal control software program which provides fully traffic adaptive signal control based on real-time traffic conditions. The ATCS will automatically adjust traffic signal timing in response to current traffic demands by allowing ATCS to simultaneously control all critical components of traffic signal timing, including the signal cycle length, phase split and offset. The Transit Priority System (TPS) is an automatic signal timing service that provides preferential signal timing to transit vehicles. This service is able to vastly improve travel times for commuters and help transit agencies run more reliable, faster, and more cost effective service. The original three-year contract between DOT and CPS provides required as-needed resources to support the ATSAC/ATCS and TPS programs, including software development and enhancements for network infrastructure, implementation services and improvement of system security. Due to the success of the various implemented projects, Metro has awarded the City an additional $5.732 million for two projects that are related to these signal timing programs. DOT requests authority to extend this contract for another two years to continue the services provided by CPS for the additional projects. Compensation to CPS will not exceed $1,200,000, or $600,000 per year, for the term of the two-year contract extension. CPS will submit monthly invoices in compliance with City standards. All invoices will include a summary of work performed for the specific project for the period being billed. CPS is in compliance with all City contractual requirements. All materials, including software, developed under this contract will be the sole property of the City. RECOMMENDATION That the City Council, subject to the concurrence of the Mayor: Authorize the General Manager of the Department of Transportation to execute a first contract amendment with Commercial Programming Systems, Inc. to continue to develop and implement traffic control system software for an additional two years at a cost not to exceed $1.2 million (or $600,000 per year), for a total contract term of five years and a total cost not exceed $2,550,000, subject to the approval of the City Attorney as to form. FISCAL IMPACT STATEMENT Total compensation for the contract extension is $1.2 million, or a maximum of $600,000 annually. These costs are included in $5.732 million in grant funds awarded by the Los Angeles Metropolitan Transportation Authority (Metro) for signal timing projects. There is no impact to the General Fund. MAS:ALB: Attachment

4 CITY OF LOS ANGELES INTERDEPARTMENTAL CORRESPONDENCE Date: To: April5,2010 Honorable Antonio R. Villaraigosa, Mayor City of Los Angeles From: Subject: Amendment to Contract Number C This is to request an amendment to City Contract Number C between the City of Los Angeles and Commercial Programming Systems, Inc., to extend the term of contract for two more years, beginning July 1, 2010 and ending June 30, Current success of the ATSAC/ATCS system implementation and the Transit Priority System programs has prompted Los Angeles County Metropolitan Authority (Metro) to develop continuing projects. Metro has awarded the Department of Transportation (DOT) a combined $5.732 million through the 2009 Call-For-Project to expand the Countywide Information Exchange Network program initiated by Metro, Los Angeles County, and DOT. It is critical for the continuing success of these projects that highly specialized software development professionals are supplied by this contract. This amendment will ensure that contract staff expertise and continuity are maintained to save overall costs and to complete scope changes as required by the Metro Call-For-Project award. Without the said contract expertise, the City can not deliver these projects. The default of project delivery will lead to repayment of expended grant funds back to Metro. Your review and approval in this matter is greatly appreciated. If you have any questions, please contact my staff Bill Shao at (213) 972~5036. c: Sean Skehan, DOT Bill Shao

5 FIRST AMENDED CONTRACT between CITY OF LOS ANGELES and COMMERCIAL PROGRAMMING SYSTEMS, INC. This First Amended Contract is made and entered into by and between the City of Los Angeles, a municipal corporation (hereinafter referred to as "CITY"), and Commercial Programming Systems, Inc. a California corporation (hereinafter referred to as "CONTRACTOR"). WITNESSETH: WHEREAS, the CITY's Department of Transportation (Hereinafter referred to as "LADOT") is responsible for developing and maintaining Automated Traffic Surveillance and Control (ATSAC) and the Adaptive Traffic Control System (ATCS); WHEREAS, LADOT has had and continues to have difficulty in filling specialized employees in the classifications of Programmer Analyst, Applications Programmer, Systems Programmer, Systems Analyst, Senior Systems Analyst, and Database Architect to perform software development and implementation for ATSAC/ATCS activities; WHEREAS, such vacancies severely impact LADOT's ability to develop and implement and support ATSAC/ATCS activities; WHEREAS, the ability to utilize contract programmer on as-needed basis or on a project specific basis only will greatly enable LADOT to complete ATSAC/ATCS projects; WHEREAS, LADOT through the Information Technology Agency (ITA) previously had issued a Request for Proposals (RFP) and selected the CONTRACTOR among contractors to provide contract programmers; WHEREAS, LADOT and other City departments have been utilizing ITA contracts to the secure services of contract programmer; WHEREAS, the Office of the City Attorney and Administrative Office opined that LADOT can use the RFP process used by ITA to award and to execute contracts with the ITA contractors under the same terms and conditions; WHEREAS, the CONTRACTOR was awarded the contract (C ) through the RFP process used by ITA; 1

6 WHEREAS, on June 30, 2007, LADOT entered into a contract with CONTRACTOR, designated as C , on the same terms and conditions as ITA contract ("CONTRACT"); WHEREAS, the CONTRACT is set to expire on June 30, 201 0; WHEREAS, the CITY through the LADOT desires to extend the term of the CONTRACT for two additional years, beginning from July 1, 2010 and ending on June 30, 2010, by execution of a First Amended Contract between LADOT and CONTRACTOR (FIRST AMENDED CONTRACT); WHEREAS, the success of LADOTs programs has prompted the Metropolitan Transportation Authority (METRO) to develop new "sin-ff'' projects for the AT SAC program; WHEREAS, METRO has awarded LADOT a combined $ million for two projects as part of METRO FY 2009 Call-For-Project to expand the Countywide Information Exchange Network (EN) program and ITS Communications System Upgrade Project. WHEREAS, LADOT is required to start the new projects in July 2010, and is required to complete the projects by June WHEREAS, CONTRACTOR has demonstrated the unique ability to provide LADOT with continued support for ATSAC and Transit Priority System (TPS) programs; WHEREAS, METRO alsd has developed new "spin-off'' projects for the TPS program, and has entered into contract agreement with LADOT to develop TPS data exchange interfaces with the countywide Metro Regional Integrated Intelligent Transportation System (RIITS); WHEREAS, the successful completion of these new projects requires the services of CONTRACTOR working along with LADOT engineering staff because CONTRACTOR has uniquely specialized capabilities; and WHEREAS, the General Manager of the Department of Transportation is authorized by the Mayor and Council to amend and execute the FIRST AMENDED CONTRACT, subject to the approval of the City Attorney, as to form and legality. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements hereinafter set forth, the parties hereby promise, covenant, and agree as follows: I. STATEMENT OF WORK 2

7 CONTRACTOR agrees to provide its employees to assist the CITY in performance of a CITY approved work program. The employees to be provided by CONTRACTOR will have the following job titles and be capable of performing the following duties: A. Applications Developer: Designs, develops, installs, and maintains computer applications to enhance the efficiency and effectiveness of department and Citywide operations and public service delivery; ensures effectiveness of overall systems performance; and works with client managers to understand and assist them in solving business problems. B. Data Manager: Designs, develops, installs, and maintains workgroup and enterprise databases and data administration and management processes which ensure the availability, integrity and efficient integration of data in applications supporting department and Citywide operations and public service delivery. C. Information Technology Business Process Analysts: Performs business and systems analyses to facilitate and coordinate the development of technology solutions to departmental business and operational requirements; evaluates technology alternatives; and coordinates technical specialists to develop detailed, integrated technology applications/installations. D. Systems & Network Developer: Designs, develops, installs, administers, and maintains stability and efficiency of more complex control software and network systems; and manages and optimizes control and network system performance and interoperability to enable departmental customers to accomplish their business requirements through effective operations and sharing of information and applications. All work performed by CONTRACTOR shall be in accordance with specific statements of work that may be issued from time to time. Employees provided by CONTRACTOR under this Contract shall be subject to CITY approval as to qualifications and suitability for performance of the services described herein. CONTRACTOR understands that the CITY will request CONTRACTOR's services according to the CITY's requirements and that such services may be required on a full or part-time basis. CITY may suspend or terminate the services of an employee provided by CONTRACTOR at the convenience of the CITY and upon one (1) day's written notice. CITY may immediately suspend or terminate the services of an employee provided by CONTRACTOR for gross negligence, misconduct, malicious mischief, unfavorable background investigation, or willful disregard of instructions at any time. If CITY should decide to hire one of CONTRACTOR's employees, no advance notice need be provided to CONTRACTOR. Payment of a placement fee, if applicable, shall be in accordance with Section Ill- PAYMENT of this FIRST AMENDED CONTRACT. 3

8 CONTRACTOR understands that CITY may have, or subsequently enter into, other contracts with vendors for identical or similar services; therefore, CONTRACTOR agrees that this Contract does not grant an exclusive right to CONTRACTOR to provide all contracted programming and technical personnel. II. PERIOD OF PERFORMANCE The term of this FIRST AMENDED CONTRACT shall be two (2) years, commencing from June 30, This FIRST AMENDED CONTRACT shall be subject to termination by the CITY due to the lack of funds. Ill. PAYMENT A. Invoices CONTRACTOR shall submit monthly invoices to the CITY as follows: The specific hourly rate to be charged for CONTRACTOR's personnel shall be determined prior to beginning employment by mutual written agreement between CONTRACTOR and the CITY. Payment of invoices shall be subject to approval by the CITY. No payment shall be made for any incidental expense. CONTRACTOR's invoices must conform to CITY standards and include, at a minimum, the following information: 1. Name and address of CONTRACTOR; 2. Date of the invoice and the period covered; 3. Reference to the contract number for this FIRST AMENDED CONTRACT; 4. Reference to the CITY Written Approval (including the approved project budget) and the Statement of Work authorizing the work performed by CONTRACTOR; 5. Description of the services performed and the amount due for the services; 6. Name(s) of all CONTRACTOR's personnel performing the services for the CITY, the number of hours worked for each person, and the hourly rate for each person; 7. Payment terms, total due, and due date; 4

9 8. Certification by a duly authorized officer; 9. Remittance Address (if different from CONTRACTOR'S address); 10. CONTRACTOR's State of California Sales and Use Tax Permit Number; and 11. CONTRACTOR's City of Los Angeles Business Tax Registration Certificate Number. All invoices shall be submitted on CONTRACTOR's letterhead, contain CONTRACTOR's official logo, or contain other unique and identifying information such as name and address of CONTRACTOR. Evidence that tasks have been completed, in the form of a report, brochure, computer printout or photograph, shall be attached to all invoices. Invoices shall be submitted within 30 days of performance of services. Invoices are considered complete when appropriate documentation or services provided are signed off as satisfactory by the City Project Manager. Invoices and supporting documentation shall be prepared at the sole expense and responsibility of CONTRACTOR. CITY will not compensate CONTRACTOR for any costs incurred for invoice preparation. CITY may request, in writing, changes to the content and format of the invoice and supporting documentation at any time. The CITY reserves the right to request additional supporting documentation to substantiate costs at any time. Failure to adhere to these policies may result in nonpayment or non-approval of demands, pursuant to Charter 262(a), which requires the Controller to inspect the quality, quantity, and condition of services, labor, materials, supplies, or equipment received by any CITY office or department, and approve demands before they are drawn on the Treasury. At the CITY's request and because of the need therefore, CONTRACTOR may have provided services prior to the execution of this Agreement. To the extent that said services were performed in accordance with the terms and conditions of this agreement, those services are hereby ratified. B. Placement Fee Should CITY hire one (or more) of CONTRACTOR's employees as a regular fulltime CITY employee, the following placement fee shall be paid to CONTRACTOR: If the employee is hired by the CITY within six (6) months of continuous full-time employment under this Contract, the CITY shall pay CONTRACTOR a one time placement fee of two thousand dollars ($2,000) per employee hired. CONTRACTOR agrees to refund the placement fee to the CITY if the employee 5

10 leaves CITY SERVICE for any reason within four (4) months from date of hire as a regular CITY employee; If a CONTRACTOR employee is hired by the CITY after the beginning of the seventh month after beginning continuous employment under this FIRST AMENDED CONTRACT, no placement fee shall apply. Employment of CONTRACTOR's personnel by the CITY shall be in accordance with the City's Civil Service Examination and hiring procedures. C. Total Contract Expenditure The total obligation under this FIRST AMENDED CONTRACT shall not exceed $600,000 per year, OR $1,200,000 in value for the two year term. The CONTRACTOR understands and expressly agrees to the reduction of payment rate by ten percent (10%) from the rate under the original CONTRACT. The CONTRACTOR understands and agrees that execution of this FIRST AMENDED CONTRACT does not guarantee that the CONTRACTOR's employees will be utilized. IV. RESPONSIBILITIES OF CITY The CITY General Manager or her designated representative shall represent the CITY in all matters pertaining to this Contract. CITY may provide the following services, facilities and arrangements to CONTRACTOR: A. Supervision and guidance to CONTRACTOR personnel relative to the work product required by the CITY pursuant to this FIRST AMENDED CONTRACT: B. Office space, desks, chairs and working materials. C. Related support services required for the performance of services under this FIRST AMENDED CONTRACT. V. PARTIES TO THE CONTRACT AND REPRESENTATIVES The following representative individuals and addresses shall serve as the place to which notices and other correspondence between the parties shall be sent. A. Parties To The FIRST AMENDED CONTRACT The parties to this FIRST AMENDED CONTRACT are: 6

11 1. CITY: The City of Los Angeles, a municipal corporation, having its principal office at 200 North Spring Street, Los Angeles, California CONTRACTOR: Commercial Programming Systems, Inc., a California corporation, having its principal address at 3575 Cahuenga Blvd., Suite 222, Los Angeles, CA B. Contractor's Representative CONTRACTOR hereby appoints the following person to represent CONTRACTOR with respect to all matters pertaining to this FIRST AMENDED CONTRACT. Said representative shall be responsible for submitting all of the respective notices, reports, invoices, and other documents or information as required by this FIRST AMENDED CONTRACT. Name: Title: Address: Philip Sawyer President Commercial Programming Systems, Inc Cahuenga Blvd., Suite 222 Los Angeles, CA C. City's Representative CITY hereby appoints the following person, or his designated representative, to present the CITY in all matters pertaining to this FIRST AMENDED CONTRACT. Name: Title: Address: D. City's Project Manager Rita L. Robinson General Manager 100 North Main Street, 1oth floor Los Angeles, CA CITY hereby appoints the following person to act as the project manager. Name: Title: Address: Sean Skehan Principal Transportation Engineer 1 00 North Main Street, 9th Floor Los Angeles, CA E. Formal notices, demands and Communications from CONTRACTOR shall be given to the CITY's Representative with copies to the CITY's Project Manager. 7

12 F. Formal notices, demands and communications required hereunder by either party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the third day after the date of mailing. G. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this Section, within five (5) working days of said change. VI. RIGHTS IN DATA A. Ownership of Rights All original material, whether written or readable by machine, including software, flowcharts, written or recorded data documents, graphic displays, reports, programs, card decks, tapes, listings, and other programming documentation or other materials which contain information relating to CONTRACTOR's performance hereunder and which are originated and prepared for the CITY pursuant to this FIRST AMENDED CONTRACT shall be considered to be "working for hire" for the CITY under the Copyright Act and are the sole property of the CITY. To the extent that any such works are not deemed to be works for hire for the CITY, CONTRACTOR hereby assigns all its right, title and interest in any intellectual property rights therein to the CITY. In addition, the CITY reserves the right to use, transfer, modify, duplicated and disclose in whole, or in part, in any manner and for any purpose whatsoever all such material delivered to the CITY pursuant to this FIRST AMENDED CONTRACT and to authorize others to do so. B. Confidentiality CONTRACTOR understands that all original material, whether written or readable by machine, including software, flowcharts, written or recorded data, documents, graphic displays, reports, programs, card decks, tapes, listings, and other programming documentation or other materials which contain information relating to CONTRACTOR's performance hereunder are considered confidential property of the CITY. CONTRACTOR understands the sensitive nature of the above and therefore agrees that neither its officers, partners, employees, agents, contractors or subcontractors will release, disseminate, or otherwise publish said reports or other such data, information, documents, graphic displays, or other 8

13 materials except as provided herein or as authorized, in writing, by the CITY's representative. This section shall remain in effect after the termination of this Contract until such time as the confidential information has been released by the CITY. C. Assignment of Warranties and Licenses CONTRACTOR shall assign to the CITY to the fullest extent permitted by law, and shall otherwise insure that the benefits of any applicable license, warranty, indemnity or service maintenance agreement offered by any manufacturer of any software module and/or component or any other product or service provided hereunder shall fully extend to and be enjoyed by the CITY. VII. TERMINATION AND SUSPENSION A Termination For Convenience CITY many terminate this Contract for the CITY's convenience at any time by giving CONTRACTOR thirty (30) days written notice thereof. Upon receipt of said notice, CONTRACTOR shall immediately take action not to incur any additional obligations, cost or expenses, except as may be reasonably necessary to terminate its activities. CITY shall pay CONTRACTOR its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by CONTRACTOR to effect such termination. Thereafter, CONTRACTOR shall have no further claims against CITY under this FIRST AMENDED CONTRACT. All finished or unfinished documents and materials procured for or produced under this FIRST AMENDED CONTRACT shall become CITY property upon date of such termination. B. Termination For Breach Of Contract 1. If CONTRACTOR fails to perform any of the provisions of this Contract or so fails to make progress as to endanger timely performance of this Contract, the CITY may give CONTRACTOR written notice of such default. If CONTRACTOR does not cure such default or provide a plan to cure such default which is acceptable to the CITY within the time permitted by the CITY, then the CITY may terminate this Contract due to CONTRACTOR's breach of this FIRST AMENDED CONTRACT. 2. If a federal or state proceeding for relief of debtors is undertaken by or against CONTRACTOR, or if CONTRACTOR makes an assignment for the benefit of creditors, then the CITY may immediately terminate this FIRST AMENDED CONTRACT. 9

14 3. If CONTRACTOR engages in any dishonest conduct related to the performance or administration of this FIRST AMENDED CONTRACT or violates the CITY's lobbying policies, then the CITY may immediately terminate this FIRST AMENDED CONTRACT. 4. In the event the CITY terminates this FIRST AMENDED CONTRACT as provided in this Article, the CITY may procure, upon such terms and in such manner as the CITY may deem appropriate, Services similar in scope and level of effort to those so terminated, and CONTRACTOR shall be liable to the CITY for all of its costs and damages, including, but not limited, any excess costs for such Services. 5. All finished or unfinished documents and materials produced or procured under this Contract shall become CITY property upon date of such termination. 6. If, after notice of termination of this FIRST AMENDED CONTRACT under the provisions of this Section, it is determined for any reason that CONTRACTOR was not in default under the provisions of this Article, or that the default was excusable under the terms of this FIRST AMENDED CONTRACT, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Article?, Termination for Convenience. 7. The rights and remedies of the CITY provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this FIRST AMENDED CONTRACT. C. Suspension 1. City's Right to Suspend The performance of work under this FIRST AMENDED CONTRACT may be suspended by the CITY, acting through its representative, in whole or in part, for material failure of CONTRACTOR to comply with the terms and conditions of this FIRST AMENDED CONTRACT, or if CITY reasonably determines that such suspension is in the best interest of the CITY. 2. Notification of Suspension Any such suspension will be affected by delivery to CONTRACTOR of a written Notice of Suspension. The Notice shall set forth the specific conditions of noncompliance and a reasonable period provided for corrective action, if applicable. 3. Effect of Suspension 10

15 Within five (5) working days of CONTRACTOR's receipt of a written Notice of Suspension, CONTRACTOR shall reply in writing setting forth the corrective action that will be undertaken, if applicable, subject to approval by the CITY in writing, which approval may not be unreasonably withheld. The CITY may not exercise its rights to terminate pursuant to Section VII(B)(1) with respect to any breach for which the CITY has delivered a Notice of Suspension unless (a) CONTRACTOR has failed to respond timely as required by the foregoing sentence, or (b) CONTRACTOR has not remedied the conditions of noncompliance set forth in such Notice within the period provided for corrective action. VIII. SPECIAL PROVISIONS A. Employment Status CONTRACTOR shall only provide employees for consideration by the CITY who are common law employees of CONTRACTOR. CONTRACTOR's employees are not employees of the CITY. B. Security CONTRACTOR shall prepare a list of all persons CONTRACTOR has assigned to perform services under this Contract. All such persons must be approved by the CITY prior to performing services hereunder. Said approval may include a "background investigation" by the Los Angeles Police Department. IX. CONTRACT MODIFICATIONS, CHANGES OR AMENDMENTS This Contract plus specific documents cited herein constitutes the entire agreement between the CITY and CONTRACTOR and may be amended by further written agreement. X. INCORPORATION OF STANDARD PROVISIONS/ORDER OF PRECEDENCE Hereby incorporated by reference into this FIRST AMENDED CONTRACT are the provisions of the Standard Provisions of City Personal Services Contracts, (Rev. 03/09) which are attached hereto. The following appendix is hereby incorporated into and made a part of this FIRST AMENDED CONTRACT where referred to as though set forth at length. Appendix A: Standard Provisions for City Personal Services Contracts (Rev. 03/09) In the event of an inconsistency between any of the provisions of this Contract and/or the appendix attached hereto, the inconsistency shall be resolved by giving precedence in the following order: 11

16 The provisions of this FIRST AMENDED CONTRACT Appendix A IN WITH NESS THEREOF, the parties hereto have caused the instrument to be signed by their respective duly authorized officers: APPROVED AS TO FORM: CARMEN A. TRUTANICH, City Attorney CITY OF LOS ANGELES By: ~ Valerie L. Flores Managing Assistant City Attorney Date: Rita L. Robinson General Manager Department of Transportation Date: ATTEST: JUNELAGMAY City Clerk By: Date: COMMERCIAL PROGRAMMING SYSTEMS, INC. Signature Print Name Title Date: 12

17 CITY OF LOS ANGELES,. ERDEPARTMENTAL CORRESPONDENC. (") Date: April 5, 2010 ~..., ~ (') -< rr'\ ~ - To: Honorable Antonio R. Villaraigosa, Mayor 0 ~ :;::J ::;;o ;'10 ""'"' ()-n City of Los Angeles r "', ~,.. c... From: Attention: Pamela L -Finley, Legislative Coordinator ~ - son, General Manager Department of Transportation Subject: Amendment to Contract Number C rj'j...!i CD >-' -f' C l.. rn r rn (/' N.r:- 0..., --, ft' -,:: ";P -< 0 o This is to request an amendment to City Contract Number C between the City of Los Angeles and Commercial Programming Systems, Inc., to extend the term of contract for two more years, beginning July 1, 2010 and ending June 30, Current success of the ATSAC/ATCS system implementation and the Transit Priority System programs has prompted Los Angeles County Metropolitan Authority (Metro) to develop continuing projects. Metro has awarded the Department of Transportation (DOT) a combined $5.732 million through the 2009 Call-For-Project to expand the Countywide Information Exchange Network program initiated by Metro, Los Angeles County, and DOT. It is critical for the continuing success of these projects that highly specialized software development professionals are supplied by this contract. This amendment will ensure that contract staff expertise and continuity are maintained to save overall costs and to complete scope changes as required by the Metro Call-For-Project award. Without the said contract expertise, the City can not deliver these projects. The default of project delivery will lead to repayment of expended grant funds back to Metro. Your review and approval in this matter is greatly appreciated. If you have any questions, please contact my staff Bill Shao at (213) c: Sean Skehan, DOT Bill Shao

18 FIRST AMENDMENT TO CONTRACT NUMBER Cm OF THE CONTRACT BETWEEN THE CITY OF LOS ANGELES AND COMMERCIAL PROGRAMMING SYSTEMS, INC. The Contract (hereinafter referred to as "CONTRACT") between the City of Los Angeles, a municipal corporation (hereinafter referred to as "CITY") and COMMERCIAL PROGRAMMING SYSTEMS, INC. (hereafter referred to as "CONTRACTOR") which will expire on June 30, This Amendment affects the following sections of the CONTRACT: Section I Section II Section Ill Section IV Section X STATEMENT OF WORK PERIOD OF PERFORMANCE PAYMENT PARTIES TO THE CONTRACT AND REPRESENTATIVES INCORPORATION OF STANDARD PROVISIONS RECITALS WHEREAS, the CONTRACT will expire on June 30, 201 0; WHEREAS, the City of Los Angeles, Department of Transportation (LADOT) desires to extend the term of the CONTRACT for 2 additional years, beginning from July 1, 2010 and ending on June 30, 2012 in order to support Metro's expanded projects. WHEREAS, the success of the program has prompted Metro to develop new "spin-off" projects for the A TSAC/ ATCS program. WHEREAS, Metro has awarded LA DOT a combined $5.732 million for two projects as part of Metro FY 2009 Call-For-Project to expand the Countywide Information Exchange Network (I EN) program and ITS Communications System Upgrade Project. WHEREAS, LA DOT are required to start the above projects in July 2010 and to completed in June WHEREAS, CONTRACTOR has demonstrated the ability to provide LADOT with contract programs for ATSAC/ A TCS and TPS programs

19 WHEREAS, Metro has also developed new "spin~off" projects for the Transit Priority Systems (TPS) program, and has entered into contract agreement with LADOT to develop TPS data exchange interfaces with the countywide Metro Regional Integrated Intelligent Transportation System (RIITS). WHEREAS, the successful completion of this project requires highly specialized CONTRACTOR supplied by this CONTRACT along with LADOT engineering staff. WHEREAS, LADOT will need to retain contract programmer skill to fulfill project obligations. WHEREAS, LADOT desires to combine Contract C~111824, which will expire on June 26, as part of this amendment. WHEREAS, the General Manager of the Department of Transportation is authorized by the Mayor and/or Council to amend and execute the CONTRACT, subject to the approval of the City Attorney, as to form and legality. NOW therefore, the parties do further agree as to the following: Section I STATEMENT OF WORK is amended to read: A. Application Developer: Design and develop real~time data interface between TPS and Metro's countywide RIITS data exchange network using XMUWeb Services, multi-tier computing architecture, RDBMS, XMULINQ and security programming; develop web and Windows based management user interfaces to monitor the effectiveness of overall systems performance operating in harmony within the existing infrastructure; develop supporting software to provide seamless integrations to bridge existing infrastructure with rehabilitated replacement hardware. B. Data Manager: According to Article IX of this CONTRACT, as results of scope change from Metro Call-for-Project, and in addition to original statement of work, integrate new requirements with developed enterprise database and develop additional management processes to support department, Citywide, and Countywide operation and public service delivery. Section II PERIOD OF PEFROMANCE is amended to read: The term of this CONTRACT shall be extended for 2 years, commencing from June 30, This CONTRACT shall be subject to termination by the CITY due to the lack of funds.

20 Section Ill PAYMENT C. Total Contract Expenditure The total obligation under this CONTRACT shall not exceed $600,000 per year, or $1,200,000 in value for the two year term. The CONTRACTOR understands and agrees that execution of this CONTRACT does not guarantee that the CONTRACTORS' employees will be utilized. The CONTRACTOR also understands and agrees to a reduction of contract rate charges by 1 0% from contract rate charges dated January 1, Section V PARTIES TO THE CONTRACT AND REPRESENTATIVES C. City's Representative CITY hereby appoints the following person, or her designated representative to represent the CITY in all matters pertaining to this CONTRACT. Name: Title: Address: Rita L Robinson General Manager 100 North Main Street, 10th Floor Los Angeles, CA D. City's Project Manager CITY hereby appoints the following person to act as the project manager. Name: Title: Address: Sean Skehan Principal Transportation Engineer 100 North Main Street, 10th Floor Los Angeles, CA Section X INCORPORATION OF STANDARD PROVISIONS Hereby incorporated by reference into this CONTRACT is the provisions of the Standard Provisions of City contracts (Rev. 03/09) which are attached hereto. Appendix A: Standard Provisions for City Contracts (Rev. 03/09)

21 IN WITNESS WHEREOF, the CITY OF LOS ANGELES and the CONTRACTOR have caused this amendment to be executed by their duly authorized representative. APPROVED AND AGREED TO: CITY OF LOS ANGELES: BY: Rita L. Robinson General Manager Department of Transportation DATE: COMMERICAL PROGRAMMING SERVICES, INC: BY: Phillips R. Sawyer President DATE: APPROVED AS TO FORM: Office of the City Attorney BY: Assistant City Attorney DATE: ATTEST: JUNE LAGMAY City Clerk BY: Deputy City Clerk DATE: C :\Documents and Settings\30499\Desktop\Am endment_ C PS.doc