HomeMy WebLinkAboutContracts & Agreements_172-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Intersection Software Upgrade and Signal Timing
Optimization("Agreement") is made and entered in this St" day of September, 2025 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City") and STC Traffic,
Inc., a California corporation ("Consultant"). City and Consultant are sometimes individually
referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual
promises contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Intersection Software Upgrade and Signal
Timing Optimization services for City (the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Tabitha Crocker, Facilities and Community Services Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 Consultant shall complete the Services by January 31, 2026, unless the Services are
terminated earlier as provided for herein.
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4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 Compensation: Total compensation for Consultant's performance of the Services shall
be in the amount of Seventy Five Thousand Dollars ($75,000). City shall pay Consultant
in accordance with Exhibit "C," titled "Fee Schedule" which is attached hereto and
incorporated herein by this reference,
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile or electronic mail transmission (including
PDF), if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set folds below, or such other address as a Party may provide notice
in accordance with this section:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
j donaldson@cityofredlands.oxg
Phone: (909) 798-7531
CONSULTANT:
Jason Stack, President
STC Traffic, Inc
5973 Avenida Encinitas Suite 218
Carlsbad, CA 92008
Email: Jason.stack@stctraffic.com
Phone: (760) 602-4290
Fax: (760) 670-3445
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
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shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with ail insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit " D
," titled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference, prior to performance of the Services.
13. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability, This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City. In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willfal misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real properly that may be the subject of this Agreement or any other source of
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income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revolve any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
malting a governmental decision or otherwise perform the same or substantially
the same ditties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk,
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement,
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
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set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation,
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City, copies (in both hard copy and electronic forin, where
applicable) of project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
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sections contained herein, unless to do so world deprive a Party of a material benefit of
its bargain under this Agreement,
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By:
Charles M. Duggan, r., City wager
ATTEST:
a Donaldson, City Clerk
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STC TRAFFIC, INC
IN
"' plglts signed by Jason Slack
Jason Sta; k
E JeEi�n.sfackQslclraffic.wm,
Cf S-T Traffic, CN=Jeaon Slack
Pater n2s.Dua 00:25:55-07`00'
Jason Stack, President
EXHIBIT "A"
SCOPE OF SERVICES
Task 1: Project Management — Scoping Discussion/Dick-Off Meeting
Project management efforts for this task will include technical coordination, supervision, quality
assurance, project administration, coordination with City staff, coordination with California
Public Utilities Commission (CPUC) staff, grid coordination with SWARCO McCain. It is
anticipated that a total of three (3) meetings will be needed: a kick-off meeting with City staff, a
progress meeting with City/CPUC staff, and an on -site meeting with City staff and maintenance
personnel, Consultant will arrange a kick-off meeting with City staff to confirm the goals and
desired outcomes of the study, and to refine the approach and methodology. Following the kick-
off meeting, meeting minutes and a lookahead schedule will be provided.
Task 1. Deliverables:
• Meeting summary and look ahead schedule
Task 2: Signal Controller Firinware Procurement and Maintenance Agreement .
In order to provide a turn -key solution for the City of Redlands, consultant will procure the latest
version of the OMNI firmware from SWARCO McCain on behalf of the City. The firmware will
be licensed to be installed at eight (8) intersections within the City. The firmware will be 100%
compatible with the existing cabinet, controller, wiring, and railroad interconnect. Consultant
will further coordinate with SWARCO McCain to develop an annual software maintenance
agreement covering both the OMNI eX firmware and the City's existing Intersection
Management System (IMS). The agreement will include installation of any outstanding IMS
software upgrades. With this agreement in place, the City will be able to obtain future upgrades
to OMNI at no additional cost.
Task 2. Deliverables:
• SWARCO McCain OMNI eX f rmware (latest version)
• City of Redlands—SWARCOMcCain annual maintenance agreement
Task 3: Signal Timing Conversion
As part of work performed on behalf of the City in December 2024, Consultant collected signal
timings from the controllers in the field. This existing timing will be loaded into the new OMNI
frrroware in our test environment. Consultant will verify the current timing operation and
compare operations against the City of Redlands Preemption Maintenance Documents for each
intersection. Consultant will further review the signal timing for opporftmities to improve system
performance. Specific areas for review will include the following:
• Pedestrian timing during preemption events
• Impact of station stops
• Queue loop operation
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Each intersection has a unique timing configuration due to its proximity to the tracks and mode
of operations. Each intersection will be individually tested, and modifications made to the timing
as appropriate for each case.
Task 3. Deliverables:
• Summary of timing changes, per intersection
Task 4: Testing
The railroad/traffic signal interconnect test procedures developed during the initial development
and construction will be reviewed and updated if any additional tests are deemed necessary. The
signal timing for each intersection, running on the new OMNI eX firmware, will be bench tested
against the reviewed/revised railroad/traffic signal interconnect test procedures. During this task,
the CPUC will be engaged for their input. Both the City and CPUC will be invited to attend
bench testing either in person or virtually.
Yask 4. Deliverables:
• Railroadltraffic signal interconnect testprocedures
• Test procedure results for each intersection
Task 5: Implementation
Following successful testing, consultant will coordinate with the City of Redlands traffic signal
maintenance staff and Metrolink rail signal maintenance to implement the new firmware and
signal timing in the field. Consultant will perform the firmware upgrade with S WARCO McCain
available remotely to provide support. With assistance of Metrolink and City maintenance,
consultant will test rail -signal operations to ensure that all railroad inputs to the controller and
controller inputs to the railroad are operating correctly. In addition, consultant will check the
status/operation of all vehicle detectors, pedestrian detectors, and emergency vehicle operations,
and walk the intersection to ensure that all vehicle and pedestrian indications are working and in
a good state of repair. Any deficiencies will be documented and .reported to the City. consultant
will observe each intersection for a minimum of two hours to ensure that both rail/signal
operations and normal signal operations are satisfactory.
Task S. Deliverables:
• Intersection health check documentation
• New cabinet tinning record sheets
• Updatedflash drive with new signal timing
Task 6: Documentation
Following field implementation and observation, consultant will update the City of Redlands
Preemption Maintenance Documents to reflect any changes made to the intersections. Copies of
these documents will be delivered to the City of Redlands and the CPUC. Hard copies of the
signal timing will be provided to the City for its records. In addition, a copy of the signal timing
database file will be electronically transmitted to the City.
Task b. Deliverables:
• Intersection health check documentation
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New cabinet timing record sheets
Updated,flash drive with new signal timing
Updated Preemption Maintenance Documents
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EXHIBIT "B"
PROJECT SCHEDULE
Task
Start
land
Notice to Proceed
9115/25
9/15/25
Task 1. Project Management
9/15/25
12/08/25
Task 2. Signal Controller
firmware procurement and
maintenance agreement
9/22/25
10/22/25
Task 3. Signal Timing Conversion
9/22/25
10/22/25
Task 4. Testing
10/22/25
11/3/25
Progress Meeting
11/03/25
11/3/25
Task 5.Implementation
11/09/25
11/14/25
Task 6. Documentation
11/14/25
12/08/25
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EXHIBIT "C"
FEESCHEDULE
ClnssrfcatinnPrincipal
System
System
Standard &!!ling Rote
Task Task DescriptionTotal
630U.ou
$Z0.00
$220.90
$U0.00
Tasks Protect Management
B
2
-
-
10 $ 2,900.00
Signal Controller Firmware Procurement and
Task 1a
Maintenance Agreement - STC Costs
10
-
-
8
18
$ 3,880.00
Signal Controller Firmware Procurement and
Task 2h
Maintenance Agreement- SWARCO McCain Casts
-
-
-
-
$ 11,500.00
Task 3
Signal Timing Conversion
8
38
t5
8
80
$ 19,800.00
Task
Testing
8
16
16
-
40
$ 9,920.00
Task 5
Implementation
24
24
24
72
$ 18,480.1)0
Task
Documentation
20
-
8
16
44
$ 9,520.00
Total Hours
7B
90
64
32
264
Subtotal Labor
$23,300.00
$22,500,00
514,080,00
53,520.00
Total
$ 75,000.00
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways;
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct,
STC TRAFFIC, INC
'olw�
P�Us
signA bydasen Poaak
Jason Sta k`o=sr'k
vow.4020 aoeassearm
By: Date:
Jason Stack, President
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