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R-09-08-13-10D2 - 8/13/2009RESOLUTION NO. R -09-08-13-10D2 WHEREAS, the City of Round Rock desires to retain professional services for the initiation and implementation of an automated meter reading system, and WHEREAS, Master Meter, Inc. has submitted an Agreement to provide said services, and WHEREAS, the City Council desires to enter into said Agreement with Master Meter, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Automatic Meter Reading System From Master Meter, Inc., a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended RESOLVED this 13th day of August, 2009. 1/1 ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, C ty Secretary 0:\wdox\SCCInts\0112\0905\MUNICIPAL\R9081302.D0C/rmc CITY OF ROUND ROCK AGREEMENT FOR AUTOMATIC METER READING SYSTEM FROM MASTER METER, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: That this Agreement for purchase of an automatic meter reading system to remotely read water meters, and for related goods and services, referred to herein as the "Agreement," is made and entered into on this the e2 G. day of the month of , 2009, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and MASTER METER, INC., whose offices are located at 101 Regency Parkway, Mansfield, Texas 76063, referred to herein as the "Vendor." This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase an automatic meter reading system to remotely read water meters, and to purchase associated goods and services, and City desires to purchase same from Vendor; and WHEREAS, City has issued its "Request for Proposal" for the provision of said goods and services, and City has selected the bid submitted by Vendor; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That this Agreement is for the purchase of products, equipment, assistance and expertise necessary for the initiation and implementation of a pilot program of 300 meters within City, such system being compatible with City's current situation and capable of future incremental opportunities for the program's growth. City intends to approach the project through a phased implementation, with the initial phase being a "pilot" phase. Therefore, the subject matter of this Agreement shall serve as the foundation for a more comprehensive system and the system covered by this Agreement shall have the ability to evolve and meet the growing needs of City. That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 00162775/jkg 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and/or services and Vendor is obligated to sell same. The Agreement includes the following: (a) City's Request for Proposal designated RFP 09-001, Specification Number 09-890-46 dated October 2008; (b) Vendor's Response to RFP; (c) contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (1) This Agreement; (2) Purchaser's Response to RFP; (3) City's Request for Proposal, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Vendor means Master Meter, Inc., or any of its successors or assigns. 2.01 EFFECTIVE DATE, INITIAL TERM, AND ALLOWABLE RENEWALS A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The initial term of this Agreement shall be for one (1) twelve-month period from the effective date hereof. After that term, this Agreement may be renewed for one or more terms of twelve (12) months each, with such renewals to occur on or before the expiration date of the preceding term, and with such renewals being absolutely predicated upon the express written agreement of both parties. Such renewals are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. 2 C. Prices shall be firm for the duration of this Agreement and for any renewal periods. No separate line item charges shall be permitted for invoicing purposes, including but not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other extraneous charges. City may permit "unit price" adjustments upwards only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http://stats.b1s.gov/ppi/home.htm. Any price increase shall be requested by Vendor in writing and accompanied by the appropriate documentation to justify the requested increase. Vendor may offer price decreases in excess of the allowable percentage change. D. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in RFP 09-001, Specification Number 09-890-46 dated October 2008, and Response to RFP submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the RFP and as offered by Vendor in its Response to the RFP. The goods which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED All bid items on Exhibit "A" are awarded to Vendor. 5.01 COSTS Bid costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery dates. 7.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is 3 granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from lack of exception to this clause in the vendor's response. However, all parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently -negotiated "piggyback" procurements. 8.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 9.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or B. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or C. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or D. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 4 10.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without incurring any liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 13.01 INSURANCE Vendor shall meet all requirements as stated in the attached Request for Proposal No. 08- 032 (including all attachments and exhibits), and its bid response. 14.01 CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Michael Thane Director of Transportation Department 212 Commerce Boulevard Round Rock, Texas 78664 512-218-3236 mthane@round-rock.bc.us 15.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 16.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if 5 any, and that it will not be considered in the re -advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; C. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 17.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 6 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 20.01 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Master Meter, Inc. 101 Regency Parkway Mansfield, TX 76063 Notice to City: Assistant City Manager 221 East Main Street Round Rock, TX 78664 Stephen L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 7 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any such void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined to be void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this 8 Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Master Meter, Inc. By: Printed Name: Title: Date Signed: Attest: By: Sara L. White, City Secretary For City, Approved as to Form: By: Stephan L. Sheets, City Attorney 9 By: Printed N Title: Date Signed: 44.44/1‘7- c C!, 4.1 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 CITY OF ROUND ROCK Request For Proposal AUTOMATIC METER READING SYSTEM PART I GENERAL CLAUSES AND CONDITIONS 1. GENERAL INFORMATION AND OVERVIEW 1.1. The City of Round Rock (City) will receive proposals from qualified firms to provide an Automatic Meter Reading System for the City of Round Rock. 1.2. The City appreciates the Proposer's expertise and capabilities and does not intend to write a detailed specification to address every feature and component of the Automatic Meter Reading System for the City. However, the intent of this Request for Proposal (RFP) is to allow vendors to provide the City with the best solution given the requirements set forth by the City. This approach enables the City to take advantage of the most technologically advanced system available while allowing fair evaluation of all responses and remaining within -standard purchasing procedures established by the City. 2. PROJECT SCOPE 2.1. The City's intent is to initiate a pilot program of 300 meters utilizing the selected proposed solution. Proposals shall provide tiered pricing that includes the initial pilot program and addresses future incremental opportunities to grow the program. 2.2. Proposals shall incorporate a solution to the initial pilot program as well as explanation and clarification of the systemsability to meet future expanded needs, including full coverage and utilization for the City. 2.3. Successful Proposer shall provide the products, services and expertise necessary to complete a Automatic Meter Reading System (AMR) that meets the City's needs as outlined in this RFP. 2.4. The City requires a fully integrated Automatic Meter Reading System complete with all necessary items to render the System fully functional and operational. 2.5. The City seeks a flexible system that will allow the operator to accurately read water meters in any format the City desires. 2.6. City staff will install all meters unless otherwise noted. 2.6.1. Proposal shall include provisions and pricing for installation training if applicable. 3. RFP PART OF AGREEMENT 3.1. The content of this RFP / Specification shall become a part of the written agreement between the City and the Awarded Proposer. Therefore, all responses including all statements, claims, declarations, and specifications in the proposals shall be considered firm, and all prices considered maximum, for purposes of future agreement stipulations unless specifically waived in writing by the City. Exceptions to any of the requirements in the RFP shall be specifically noted on a separate attached sheet and explained by the vendor in its proposal as a condition to becoming part of the subsequent contract. 3.2. The agreement between the parties (the agreement) shall consist of the written contract, the RFP together with any modifications thereto, and the response to this RFP, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed agreement, the RFP, any modifications and clarifications to the response to this RFP, and Pagel of 12 EXHIBIT RFP 09-001 Specification Number 09-890-46 Dated: October 2008 the Awarded Proposer's response to this RFP. Specific exceptions to this general rule may be noted in the final executed agreement. The agreement shall be amended only in writing and by mutual agreement. 4. PROPOSAL DUE DATE 4.1. Sealed proposals are due in the office of the Purchasing Department, City of Round Rock, Texas, 221 E. Main Street, Round Rock, Texas 78664 by 3:00 P.M., October 28, 2008. 4.2. Proposals received after this time and date will not be considered and returned unopened. 4.3. Facsimile or electronically transmitted proposals are not acceptable. 4.4. Each proposal and each proposal variation shall be submitted in one (1) original and one (1) copy. 5. CONFLICT OF INTEREST 5.1. Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (House Bill 914) requires that any vendor or person considering doing business with a local government entity disclose the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a completed form, please mail to: City of Round Rock City Secretary 221 East Main Street Round Rock, Texas 78664 5.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in the disqualification of the vendor's proposal. 6. CITY CONTACT 6.1. The contact for this procurement effort will be as listed below. Questions or clarifications related to this RFP may be directed to: City of Round Rock Randy Barker Purchasing Department 221 E. Main Street Round Rock, TX 78664 Phone: 512-218-3295 Fax: 512-218-7028 E-mail: rbarkeraround-rock.tx.us 7. INDEMNIFICATION 7.1. The successful Proposer shall indemnify, save harmless and exempt the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out of a willful or negligent act or omission of the successful Proposer, its officers, agents, servants, and employees; provided, however, that the successful Proposer shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney fees arising out of a willful or negligent act or omission of the City, it's officers, agents, servants and employees, or third parties. 8. VENDOR QUALIFICATIONS 8.1. The acceptance of a submittal shall not be construed as the City's endorsement of such vendor as qualified and responsible. The City reserves the right to determine vendor responsibility from information submitted with the bid and other resources. All Proposers shall furnish the following information at a minimum: 8.1.1. References: Provide the name, address, telephone number and point of contact of at least three firms that have utilized the same or similar product and services for at least 2 Page 2 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 years. References may be checked prior to award. Any negative responses received may result in disqualification from consideration for award. Failure to include references with submittal shall result in disqualification from consideration for award. 8.1.2. Identify any subcontractors to be used for this project. Experience, qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 9. CONFIDENTIALITY OF PROPOSAL CONTENT 9.1. All proposals submitted in response to this RFP shall be held confidential until a agreement is awarded. Following the agreement award, proposals are subject to release as public information unless the proposal or specific parts of the proposal can be shown to be exempt from the Texas Public Information Act. Proposers are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Proposers. 9.2. If a Proposer believes that a proposal or parts of a proposal are confidential, then the Proposer shall so specify. The Proposer shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the proposal, which the Proposer believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All proposals and parts of proposals that are not marked as confidential will be automatically considered public information after the agreement is awarded. 10. CLARIFICATION OF PROPOSALS 10.1. The City reserves the right to request clarification or additional information specific to any proposal after all proposals have been received. 12. VENUE 12.1. The contract shall be governed by and construed in accordance with the laws of the State of Texas. Venue shall be in the applicable court, Williamson -County, Texas. 13. WARRANTY 13.1. Awarded Proposer shall in writing warrant that the System installed hereunder shall conform to this specification, manufacturer's documentation, and any agreed changes in all respects, including, but not limited to, operating performance, memory requirements, documentation and compatability. 13.2. Awarded Proposer shall represent and warrant to the City that, for a period of not less than twelve (12) months following the Acceptance Date for the System installed shall: 13.2.1. Be in good operating condition, free from defects in material and workmanship. 13.2.2. Meet or exceed the published functional requirements for the System described in this RFP and response to this RFP. . 13.2.3. Perform in accordance with or exceed all acceptance criteria for such product described in the agreement. 13.2.4. Not void specific warranties issued by manufacturers for greater periods of time. 13.2.5. Not void any rights guaranteed to the City by law. 13.2.6. All services performed under the agreement shall be performed in a good and workmanlike manner. 13.2.7. Register all manufacturers' warranties (e.g. including but not limited to, software) in City's name. NOTE: The awarded Proposer shall detail the support structure and pricing for the web site commencing from date of acceptance. Support shall include, but not limited to, software updates, maintenance requirements, manufacture or supplier warranties, or any and all items that render the System complete and ready for continued operation as initially installed. Page 3 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 14. DISCLOSURE OF LITIGATION 14.1. Each Proposer shall include in its proposal a complete disclosure of any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty. 14.2. Significant losses or settlements involving the Proposer's software or its implementation efforts shall also be disclosed. This is a continuing disclosure requirement. 15. RIGHT TO REPRODUCE DOCUMENTATION AND OTHER INFORMATION 15.1. The City shall have the right to reproduce any and all manuals, documentation, software or other information stored on electronic media supplied pursuant to the agreement at no additional cost to the City, regardless of whether the same be copyrighted or otherwise restricted as proprietary information; provided, however, that such reproductions shall be subject to the same restrictions on use and disclosure as are set forth in the agreement. 15.2. The Awarded Proposer agrees to execute any non-exclusive copyright assignments or reproduction authorizations that may be necessary for the City to utilize the rights granted in this subparagraph. 16. RISK OF LOSS 16.1. Risk of loss for the System, new components furnished by the Proposer, shall not pass to the City until acceptance of the System. 17. INDEPENDENT CONTRACTOR 17.1. It is understood and agreed that the Contractor shall not be considered an employee of the City. 17.2. The Contractor shall not be within protection or coverage of the City's WorkerCompensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. PART II SPECIFICATIONS 1. TECHNICAL REQUIREMENTS: 1.1. The vendor's system shall address the following technical requirements. Your response shall contain an explicit comply/exception assessment of whether your system meets each requirement and, whenever necessary, description of compliance to each point. Shall your system or any part of the system fail to meet any of the following requirements, explain the reasoning that substantiates that the variation from these requirements is not critical. 1.2. Please note that all answers shall reflect current capabilities. Any future capabilities shall be stated as such and outlined with a development schedule. 1.2.1. Briefly describe the data flow in the system, listing each component and how they interface. 1.2.1.1. Detail the proposed system configuration. 1.2.1.2. Describe the interface to the company's communication network. 1.2.2. The processing computers in the system shall run in a network configuration. 1.2.3. Describe the operating frequency of all AMR end-point hardware. 1.2.4. Describe all requirements for intermediate communications equipment needed to gather meter specific information. (i.e. RF hop to PLC, repeaters, etc.) 2. COVERAGE OF METERS 2.1. The City of Round Rock is interested in providing services to all of its residential, commercial and industrial customers within its service territory, with potential to serve future customers both inside Page 4 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 and outside the service territory. The system shall remotely read water meters. Describe the extent of the modules' and the system's compatibility with various meter types. 2.2. The City of Round Rock understands that one single technology solution may not be appropriate for serving areas with varying meter density including both dense urban areas and sparsely populated rural/farming areas. Therefore, hybrid system solutions are acceptable. Describe whether the proposed system is a hybrid and its applicability to different metering solutions. 3. FUNCTIONALITY 3.1. The City of Round Rock currently reads its meters on a monthly basis using Datamatic Road Runner X7 Handhelds downloaded to Incode Software. Because the City of Round Rock requires that the meter reading systems be provided in the most cost-effective manner possible, describe your compatibility with this system and existing interfaces. 3.2. Consumption Reads 3.2.1. Daily consumption reads shall be obtained and be available to the City of Round Rock for all water customers currently on a monthly consumption read and billing cycle. 3.3. Tamper Status 3.3.1. The meter reading system shall deliver current tamper status information for all water customers. This information shall be delivered, along with the monthly consumption read, on the scheduled billing date. 3.4. Data Logging 3.4.1. The AMR end-point metering technology shall store 30 hours or more of consumption. This information shall be delivered, on programmable schedules determined by the City. 3.5. Leak Detection 3.5.1. The AMR end-point technology shall measure the possibility of down -stream leaks by using consumption thresholds programmed into the AMR module. 3.6. Two -Way Communications 3.6.1. The network technology shall provide two-way communications to the end-point. 3.7. Support for Multiple Meters 3.7.1. A single AMR end-point module shall support either one or two meter registers, depending on pit or vault configurations. 3.8. Mapping Interface 3.8.1. The network technology shall represent each AMR end-point and network component including its respective functional status in the form of a mapping display. 4. METER COMPATIBILITY 4.1. Proposer's solution shall allow for water RF solutions enabling opportunities for joint meter reading of other water utilities. 4.2. AMR vendor shall be compatible with multiple meter vendors to allow for meter choice. 4.2.1. Provide a listing of meter manufacturers and meter model numbers with which your AMR modules are compatible. 4.2.2. State whether your system gives the City of Round Rock the flexibility to purchase meters from multiple vendors. 4.2.3. Meter compatibility listings for water modules shall be provided. Page 5 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 4.3. Based upon the City of Round Rock meter data provided, please provide the estimated number of meters that can be retrofitted with devices and the estimated number of new meters required to automate the meter population. 4.4. Bidder's solution shall connect to puise accumulating or absolute encoder -type registers. 5. METER MODULES 5.1. Proposer shall furnish specifications of meter module (e.g. size, weight). 5.1.1. List the environmental specifications of your meter module and describe its ability to withstand heat/cold, water intrusion. 5.1.2. Indicate the expected product life of your meter module and any engineering data to support the claim. 5.1.3. List all available options for the installation of your meter module into new or existing meters. 5.1.4. Describe the encoding technology utilized in your meter module. 5.2. Describe the power supply utilized by your meter module. 5.3. Describe all tamper sensors/indicators available with your meter module. 5.4. Define the compatibility of your meter modules with other forms of interrogating devices, such as handheld computers, fixed communications networks, drive-by equipment, etc. State whether this is available today. 5.5. Describe the radio frequency under which your meter module operates. 5.6. Define all applicable regulatory requirements associated with your meter module and applicable approvals on the device 5.7. Describe any FCC licensing requirements for use of the meter module. 5.7.1. What altematives are available if FCC licenses are not available in the City of Round Rock service area? 5.7.2. Describe any potential conflicts with city service organizations such as Fire and Police departments. 5.8. To assure reading success, the meter module shall utilize frequency and/or time diversity to assure a high reliability in reading. 5.9. The system shall incorporate a technology that takes into account interference and collision avoidance. 5.9.1. Meter modules that operate using single channel ISM band transmitters are not permitted. 6. WATER MODULES 6.1. Compatible with fixed network system, drive-by system, or both. Please specify. 6.2. Proposer's solution shall provide the same functionality for both indoor water meters and those located in pit settings. 6.2.1. Module proposed for pit setting shall be able to withstand the harsh pit environment. 6.3. Meter module shall function accurately and not be damaged within an operating temperature range of —40 deg C to +70 deg C. 6.4. Remote shall function accurately and not be damaged within humidity environments of 0% to 100% relative humidity. 6.5. Pit meter module shall function accurately and not be damaged under conditions of submersion in polluted or non -polluted environments for a period of at least six (6) months. Page 6 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 6.6. Meter module shall functional accurately and not be damaged when installed outdoors in a full sun environment for twenty (20) years. 6.7. Pit meter module shall offer an in-line connector that enables removal of the meter for periodic testing while allowing the module to stay in the field. 6.8. The module shall provide leak detection including an internal algorithm built into the device on an individual meter level. 6.9. The module shall use a remote antenna, without replacing the module itself. 6.10. The module shall support dual inputs from dissimilar register types, simultaneously, (i.e., encoder with pulsar type, or different meter vendor registers). 7. DATA COLLECTION DEVICE 7.1. Compatible with fixed network system, drive-by system, or both. Please specify. 7.2. Provide the specifications of data collection device (e.g. size, weight) 7.3. List the environmental specifications of your data collection device. 7.4. List the meter module types that your data collection device reads. 7.5. Define the radio frequency under which your data collection device operates. 7.5.1. Is this a licensed or unlicensed radio frequency? 7.5.1.1. If this is a licensed system, please describe in detail how a license for your system may be obtained as well as the costs and timeframes associated with obtaining this license. 7.6. Define all applicable regulatory requirements and approvals associated with your data collection device. 7.7. Define the performance characteristics of your data collection device (e.g. read rate, accuracy) 7.8. Indicate the capacity of readings obtained by your data collection device in an eight-hour day. 7.9. The system shall verify data integrity in every message. 7.10. Define any applicable warranties associated with your data collection device. 7.11. Describe installation procedures. 7.12. The data collection device shall simultaneously read up to three different meter modules. 7.13. The data collection device shall provide a data storage mechanism. 7.14. The data collection device shall receive software upgrades via the network. 7.15. The data collection device shall have the capability to hold up to 100,000 meters and meter module ID's that are configurable through the software application. 7.16. The data collection device shall interface to a Windows 2000 or XP supported computers or latest version - Incode. 7.17. The data collection device shall provide diagnostics to allow trouble shooting via the network. 8. HANDHELD COMPUTER AND RELATED HARDWARE 8.1. Handheld computers may be needed for backup data collection and special meter reading situations. 8.1.1. Indicate whether your handheld computers are compatible with Fixed Network or Drive -By AMR systems and can receive readings from the AMR modules. 8.2. Collection Characteristics and Memory: Page 7 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.2.1. All devices shall be completely self-contained and have adequate memory and internal power sources to perform meter reading or field service activities for an eight- hour shift. 8.2.2. Memory for application and data used in the data capture devices shall be Flash Technology, a non-volatile memory that improves data integrity and security. 8.2.3. The device shall allow reading of meters using radio meter modules. 8.3. Keyboard — The keyboard shall provide: 8.3.1. Environmental protection without the need for special covers or cases. 8.3.2. Alphanumeric data entry without need for a Shift key. 8.3.3. New Service/Meter key. 8.3.4. Change meter information key. 8.3.5. Replaceable overlay. 8.3.6. Keyboard shall be phosphorescent for use in low -light settings. 8.4. Display 8.4.1. The devices shall use Liquid Crystal Display (LCD) technology. 8.4.2. Display size (number of characters) shall be at least 30 characters by 18 lines. 8.5. Power Supply — All handheld devices shall be equipped with: 8.5.1. Removable, rechargeable batteries. 8.5.2. Low power indicator. 8.5.3. The battery charging system shall prevent battery "memory" effects which reduce usable battery time. 8.5.4. The handheld device shall provide data security in the event of loss of power from the main battery supply. This protection is required even if the main battery supply is removed while the handheld computer is turned on. 8.5.5. Battery shall be lithium -ion. 8.5.6. The device shall be chargeable outside of the communications cradle, including in a utility vehicle. 8.5.6.1. Describe all charging options. 8.6. Physical Characteristics 8.6.1. The Unit shall be completely weatherproof and operate in bad weather conditions such as rain, sleet, freezing rain or snow. 8.6.2. The unit shall operate within ambient temperatures ranging from —4 deg F to +140 deg F without use of cases, plastic coverings, etc. 8.6.3. The unit shall be lightweight. 8.7. Verification And Tamper 8.7.1. The handheld computer shall perform verification reads including current meter and tamper status. 8.7.1.1. Please define the verification capabilities of your handhelds. 8.8. Communications 8.8.1. The handheld shall have the capability to perform its functions via radio with no wire connections required to the meter or meter module. Page 8 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.8.1.1. Define the radio technology utilized by your programming handheld computer. 8.8.2. Should the City of Round Rock choose to purchase a non -radio version of the handheld, it shall be feasible to upgrade these units in the future. 8.9. Head -End Software For AMR Data Processing 8.9.1. Platform: Data collection software shall operate on a PC compatible computer. 8.9.1.1. Data transfer to and from the CIS system to the proposed system will be handled by a LAN/WAN connection. 8.9.2. Meter Reading Storage and Processing: The proposed system shall store at least 20 days of meter reading data. 8.9.2.1. The system shall process the billing cycle and allow for operator decisions for completeness or re -reading of missed meters. 8.9.2.2. Complete data backup and restore required. 8.9.3. Computer Interface: The proposed system shall completely interface to the Fixed Network or Drive -By data collection device. 8.9.3.1. Field Data collection shall be provided either by manual operation or automatically based on a pre -configured read schedule. 8.9.4. Consumption Monitoring: To accommodate move outs and high bill investigations, certain accounts in the system will require consumption monitoring. 8.9.4.1. Accounts shall be monitored over the City of Round Rock specified intervals and report consumption that is reported above or below the City of Round Rock defined acceptable consumption levels. 8.9.5. Unscheduled Reads: To support move outs and other special reads, the network shall support unscheduled reads that may be initiated by the City of Round Rock. 8.9.6. Grouping Functions: To support advanced data delivery applications to the City of Round Rock customers, the network shall gather and deliver data in pre -established groups for data aggregation purposes. 8.9.6.1. The network shall deliver group consumption read data. 8.9.6.2. Groups will be defined by the City of Round Rock. 8.9.7. System Interface: The interface shall be utilized by various City of Round Rock units to access data gathered by the network. 8.9.8. The City of Round Rock requires guaranteed reliability to ensure reads are received from each endpoint under the network on a daily basis. 8.9.8.1. Describe your solution to ensure a 98% daily read. 8.9.9. Proposers solution shall allow for maximum spacing between data collectors in the City of Round Rock's territory. 8.9.9.1. Describe the range of your data collectors with regard to the geography of our service area. 8.9.10. Leak detection: The solution shall provide leak detection data including an internal algorithm built into the device on an individual meter level. 8.9.11. Data Logging: The solution shall collect data in intervals of 15 or 30 minutes as well as hourly and daily. 8.9.12. Management Reports: Specify management reports available with your system. 8.9.12.1. Custom reporting functionality through the use of a third- party reporting tool (such as Crystal reports) shall be available. Page 9 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.9.13. Monthly Statistics: The proposed system shall provide cycle processing and keep statistics for meter reading activity of up to twelve (12) months. 8.9.13.1. Cycle reports shall show meter reading activity. 8.9.14. Automatic Scheduled Processing: The proposed system shall support appropriate functions for automated processing (no operator required) to allow operations to be scheduled in an unattended mode. 8.9.14.1. Describe this option and the functions supported in this way. 8.9.15. Historical usage: The proposed system shall support the migration to meter data analysis where historical meter data can be stored for up to twelve (12) months for the purpose of graphically showing usage patterns. 8.9.15.1. This tool shall be modular able to be added to the proposed system at a later date. 8.9.15.2. Describe this option and additional capabilities if available. 8.9.16. Web Presentment: The proposed system shall support the capability of customer web presentment of usage data. 8.9.16.1. This tool shall be modular and able to be added to the proposed system at a later date. 8.9.16.2. Describe this option and additional capabilities if available. 9. COMPATIBILITY WITH CURRENT INVESTMENTS 9.1. The City of Round Rock has made substantial investments in meter reading technology and training to date. The proposed system shall leverage this investment. 10. FCC LICENSES 10.1. The supplier shall provide assistance if necessary toward obtaining licenses and/or permits it needs from the FCC. 11. FLEXIBLE READING METHODS 11.1. The proposed system shall be compatible with alternative reading methods that can be utilized to collect meter reading data in the event that the primary system is unavailable. Please describe. 11.2. Describe how the proposed meter reading system will support alternate reading technologies including radio -equipped handheld computers. 11.2.1. No modification to the meter module shall be required to change reading technologies. 12. IMPLEMENTATION 12.1. Project Management: The vendor, and its representatives, shall have a proven program of professional project management to ensure successful system installation. Project managers shall be experienced in managing the design, installation and optimization of systems. Project management experience shall include system integration and training support. 12.1.1. Proposer shall describe experience in implementing systems compatible with specification requirements. 12.1.2. Proposer shall describe experience in implementing systems that include water service. 12.2. Configuration and Set up: 12.2.1. Proposer shall provide the expected cost for hardware configuration setup, operating system and software installation, parameter setups, definition of required reports, and the testing of input and output files. Page 10 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 13. AUTOMATED INSTALLATION TOOLS: 13.1. The installation process shall include fully automated meter module installation software that programs the meter modules. 13.2. The meter module installation software shall be expandable to other areas of the utility such as field service workforces. Describe any capabilities in this area. 14. WARRANTY AND CUSTOMER SUPPORT 14.1. Warranty: Specify the warranty period on all applicable products. 14.2. Customer Support: Proposer shall offer 24-hour per day customer support, seven (7) days a week. Specify details of the vendor's support package. 15. SYSTEM PRICING: Describe in detail the pricing for the systems proposed. Include any assumptions made in the proposed solution and pricing. 15.1. The proposed business transaction shall be a purchase of the system by the City of Round Rock. 15.2. The City of Round Rock shall own all data collected by the system. 15.2.1. Data collected by the system shall not be used for any purpose without the approval of the City of Round Rock. PART III ACCEPTANCE AND PAYMENT 1. ACCEPTANCE 1.1. Acceptance should not take more than thirty working days. The vendor shall be notified within this time frame if the service delivered is not in full compliance with the specifications. If any purchase order is canceled for non-acceptance, the needed service may be purchased elsewhere and the vendor may be charged full increase, if any, in cost of acquiring service. 2. INVOICING 2.1. Contractor shall submit one original and one copy of each invoice referencing the assigned Purchase Order number on a monthly basis to the following address: City of Round Rock Accounts Payable 221 East Main Street Round Rock, TX 78664-5299 3. PROMPT PAYMENT POLICY 3.1. Payments will be made within thirty days after the city receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the service, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 3.1.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 3.1.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or Page 11 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 3.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 3.1.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. 4. OVERCHARGES 4.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USGA Section 1 et sm., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq. Page 12 of 12 ATTACHMENT A City of Round Rock Insurance Requirements ATTACHMENT A CITY OF ROUND ROCK INSURANCE REQUIREMENTS 1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration of the contract or purchase order resulting from a resoonse to this bid/Specification insurance against claims for iniuries to persons or damages to orooerty which may arise from or in connection with the performance of the work as a result of this bid by the successful bidder, its agents, representatives, volunteers, employees or subcontractors. 1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the City before work commences. 1.2. The following standard insurance policies shall be required: 1.2.1. General Liability Policy 1.2.2. Automobile Liability Policy 1.2.3. Worker's Compensation Policy 1.3. The following general requirements are applicable to all policies: 1.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall be accepted. 1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 1.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance. 1.4. 1.3.4. Upon request, certified copies of all insurance policies shall be furnished to the City 1.3.5. Policies shall include, but not be limited to, the following minimum limits: 1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence. 1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 1.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers Liability Insurance. 1.3.6. Coverage shall be maintained for two years minimum after the termination of the Contract. The City shall be entitled, upon request, and without expense to receive copies of insurance policies and all endorsements thereto and may make reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Vendor shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the requirements of the bid specification and the insurance endorsements stated below. 1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following provisions: Page 1 of 4 1.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's insurance as primary. 1.5.2. Name the City and its officers, employees, and elected officials as additional insured's, (as the interest of each insured may appear) as to all applicable coverage. 1.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material changes 1.5.4. Remove all language on the certificate of insurance indicating: 1.5.4.1. That the insurance company or agent/broker shall endeavor to notify the City; and, 1.5.4.2. Failure to do so shall impose no obligation of liability of any kind upon the company, its agents, or representatives. 1.5.5. Provide for notice to the City at the addresses listed below by registered mail: 1.5.6. Vendor agrees to waive subrogation against the City, its officers, employees, and elected officials for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance. 1.5.7. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. 1.5.8. All copies of the Certificate of Insurance shall reference the project name, bid number or purchase order number for which the insurance is being supplied. 1.5.9. Vendor shall notify the City in the event of any change in coverage and shall give such notices not less than thirty days prior notice to the change, which notice shall be accomplished by a replacement Certificate of Insurance. 1.5.10. All notices shall be mailed to the City at the following addresses: Assistant City Manager City Attorney City of Round Rock City of Round Rock 221 East Main 309 East Main Round Rock, TX 78664-5299 Round Rock, TX 78664 2. WORKERS COMPENSATION INSURANCE 2.1. Texas Labor Code, Section 406.098 requires workerscompensation insurance coverage for all persons providing services on building or construction projects for a governmental entity. 2.1.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 2.1.2. Duration of the project - includes the time from the beginning of the work on the project until the CONTRACTOR'S /person's work on the project has been completed and accepted by the OWNER. 2.2. Persons providing services on the project ("subcontractor") in Section 406.096 - includes all persons or entities performing all or part of the services the CONTRACTOR has undertaken to perform on the project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity, which furnishes persons to provide services on the project. 'Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not Page 2 of 4 include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 2.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for the duration of the project. 2.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the contract. 2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage ends during the duration of the project, the CONTRACTOR must, prior to the end of the coverage period, file a new certificate of coverage with the OWNER showing that coverage has been extended. 2.6. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the OWNER: 2.6.1. a certificate of coverage, prior to that person beginning work on the project, so the OWNER will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2.6.2. no later than seven calendar days after receipt by the CONTRACTOR, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 2.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the CONTRACTOR knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. 2.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 2.10. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, to: 2.10.1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all its employees providing services on the project, for the duration of the project; 2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on a project, for the duration of the project; 2.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 2.10.3.1. obtain from each other person with whom it contracts, and provide to the CONTRACTOR: 2.10.3.1.1. 2.10.3.1.2. a certificate of coverage, prior to the other person beginning work on the project; and a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project Page 3 of 4 2.10.3.2. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 2.10.3.3. notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 2.10.3.4. contractually require each person with whom it contracts, to perform as required by paragraphs (A thru G), with the certificates of coverage to be provided to the person for whom they are providing services. 2.10.3.5. By signing the solicitation associated with this specification, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the Commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 2.10.3.6. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the Owner to declare the contract void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the owner. Page 4 of 4 PROPOSER'S REFERENCE SHEET Please Complete and Return This Form with the Solicitation Response SOLICITATION NUMBER: RFP 09-001Automated Meter Reading System BIDDER'S NAME: DATE: Provide the name, address, telephone number and point of contract of at least three firms that have utilized similar service for at least 2 year. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 1. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 2. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 3. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 4. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number Fax Number ( Fax Number ( Fax Number ( Fax Number ( FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD. Reference Sheet Page 1 of 1 Dated: 10/2008 SWAPS \2009WVater\1NaterBillingZones\WaterBillingZones.mxd SWAPS \2009\1NaterWVaterBillingZones MaterBillingZone2.mxd DATE: August 7, 2009 SUBJECT: City Council Meeting — August 13, 2009 ITEM: 10D2. Consider a resolution authorizing the Mayor to execute an Automatic Meter Reading System Agreement with Master Meter, Inc. Department: Staff Person: Water and Wastewater Utilities Michael Thane, P.E., Director of Utilities Justification: Manual meter reading is a resource intensive and time-consuming task. As the number of water accounts increase, the City can choose to increase manpower, change reading intervals, or adopt new technology. As the City grows, the demand on monthly meter reading and accuracy will increase. This project is for the initiation and implementation of an automated meter reading system to remotely read 300 water meters. The project will be implemented in phases, with this initial phase being the pilot phase. The benefits of this program will ultimately allow customers to obtain real-time water usage which will assist in the City's water conservation efforts. Funding: Cost: $49,500 Source of funds: Self -Finance Water Construction Outside Resources: Master Meter, Inc. Background Information: The City issued a Request for Proposal (RFP) in October 2008 to provide an Automatic Meter Reading System for the City of Round Rock. The intent is to initiate the pilot program of 300 meters and address future incremental opportunities to grow the program. The City seeks a flexible system that will allow the operator to accurately read water meters in any format desired. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK AGREEMENT FOR AUTOMATIC METER READING SYSTEM FROM MASTER METER, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: That this Agreement for purchase of an automatic meter reading system to remotely read water meters, and for related goods and services, referred to herein as the "Agreement," is made and entered into on this the Z 4, day of the month of Xt,414r , 2009, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and MASTER METER, INC., whose offices are located at 101 Regency Parkway, Mansfield, Texas 76063, referred to herein as the "Vendor." This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase an automatic meter reading system to remotely read water meters, and to purchase associated goods and services, and City desires to purchase same from Vendor; and WHEREAS, City has issued its "Request for Proposal" for the provision of said goods and services, and City has selected the bid submitted by Vendor; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That this Agreement is for the purchase of products, equipment, assistance and expertise necessary for the initiation and implementation of a pilot program of 300 meters within City, such system being compatible with City's current situation and capable of future incremental opportunities for the program's growth. City intends to approach the project through a phased implementation, with the initial phase being a "pilot" phase. Therefore, the subject matter of this Agreement shall serve as the foundation for a more comprehensive system and the system covered by this Agreement shall have the ability to evolve and meet the growing needs of City. That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 00162775/jkg 12- -1002_. 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and/or services and Vendor is obligated to sell same. The Agreement includes the following: (a) City's Request for Proposal designated RFP 09-001, Specification Number 09-890-46 dated October 2008; (b) Vendor's Response to RFP; (c) contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (I) This Agreement; (2) Purchaser's Response to RFP; (3) City's Request for Proposal, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Vendor means Master Meter, Inc., or any of its successors or assigns. 2.01 EFFECTIVE DATE, INITIAL TERM, AND ALLOWABLE RENEWALS A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The initial term of this Agreement shall be for one (1) twelve-month period from the effective date hereof. After that term, this Agreement may be renewed for one or more terms of twelve (12) months each, with such renewals to occur on or before the expiration date of the preceding term, and with such renewals being absolutely predicated upon the express written agreement of both parties. Such renewals are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. 2 C. Prices shall be firm for the duration of this Agreement and for any renewal periods. No separate line item charges shall be permitted for invoicing purposes, including but not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other extraneous charges. City may permit "unit price" adjustments upwards only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http://stats.b1s.gov/ppi/home.htm. Any price increase shall be requested by Vendor in writing and accompanied by the appropriate documentation to justify the requested increase. Vendor may offer price decreases in excess of the allowable percentage change. D. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in RFP 09-001, Specification Number 09-890-46 dated October 2008, and Response to RFP submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the RFP and as offered by Vendor in its Response to the RFP. The goods which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED All bid items on Exhibit "A" are awarded to Vendor. 5.01 COSTS Bid costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery dates. 7.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is 3 granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from lack of exception to this clause in the vendor's response. However, all parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently -negotiated "piggyback" procurements. 8.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 9.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or B. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or C. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or D. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 4 10.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without incurring any liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 13.01 INSURANCE Vendor shall meet all requirements as stated in the attached Request for Proposal No. 08- 032 (including all attachments and exhibits), and its bid response. 14.01 CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Michael Thane Director of Transportation Department 212 Commerce Boulevard Round Rock, Texas 78664 512-218-3236 mthane@round-rock.tx.us 15.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreeinent. 16.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if 5 any, and that it will not be considered in the re -advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; C. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 17.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 6 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 20.01 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES Al! notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Master Meter, Inc. 101 Regency Parkway Mansfield, TX 76063 Notice to City: Assistant City Manager 221 East Main Street Round Rock, TX 78664 Stephen L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 7 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any such void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined to be void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this 8 Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Master Meter, Inc. By: af h Printed Name: Title: MAV Date Signed: Attest: By: M 41140,1 1 20, Z 01.11 [6/1/3Z Sara L. White, City Secretary For City, By: 41,111. Stepha) L. Sheets, City Attorney roved as to FL rm: 9 By: Printed N Title: Date Signed: avivie7" elf c: RFP 09-001 Specification Number 09-890-46 Dated: October 2008 CITY OF ROUND ROCK Request For Proposal AUTOMATIC METER READING SYSTEM PART I GENERAL CLAUSES AND CONDITIONS 1. GENERAL INFORMATION AND OVERVIEW 1.1. The City of Round Rock (City) will receive proposals from qualified firms to provide an Automatic Meter Reading System for the City of Round Rock. 1.2. The City appreciates the Proposers expertise and capabilities and does not intend to write a detailed specification to address every feature and component of the Automatic Meter Reading System for the City. However, the intent of this Request for Proposal (RFP) is to allow vendors to provide the City with the best solution given the requirements set forth by the City. This approach enables the City to take advantage of the most technologically advanced system available while allowing fair evaluation of all responses and remaining within standard purchasing procedures established by the City. 2. PROJECT SCOPE 2.1. The City's intent is to initiate a pilot program of 300 meters utilizing the selected proposed solution. Proposals shall provide tiered pricing that includes the initial pilot program and addresses future incremental opportunities to grow the program. 2.2. Proposals shall incorporate a solution to the initial pilot program as well as explanation and clarification of the systems' ability to meet future expanded needs, including full coverage and utilization for the City. 2.3. Successful Proposer shall provide the products, services and expertise necessary to complete a Automatic Meter Reading System (AMR) that meets the City's needs as outlined in this RFP. 2.4. The City requires a fully integrated Automatic Meter Reading System complete with all necessary items to render the System fully functional and operational. 2.5. The City seeks a flexible system that will allow the operator to accurately read water meters in any format the City desires. 2.6. City staff will install all meters unless otherwise noted. 2.6.1. Proposal shall include provisions and pricing for installation training if applicable. 3. RFP PART OF AGREEMENT 3.1. The content of this RFP / Specification shall become a part of the written agreement between the City and the Awarded Proposer. Therefore, all responses including all statements, claims, declarations, and specifications in the proposals shall be considered firm, and all prices considered maximum, for purposes of future agreement stipulations unless specifically waived in writing by the City. Exceptions to any of the requirements in the RFP shall be specifically noted on a separate attached sheet and explained by the vendor in its proposal as a condition to becoming part of the subsequent contract. 3.2. The agreement between the parties (the agreement) shall consist of the written contract, the RFP together with any modifications thereto, and the response to this RFP, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed agreement, the RFP, any modifications and clarifications to the response to this RFP, and Pagel of 12 EXHIBIT I tie RFP 09-001 Specification Number 09-890-46 Dated: October 2008 the Awarded Proposer's response to this RFP. Specific exceptions to this general rule may be noted in the final executed agreement. The agreement shall be amended only in writing and by mutual agreement. 4. PROPOSAL DUE DATE 4.1. Sealed proposals are due in the office of the Purchasing Department, City of Round Rock, Texas, 221 E. Main Street, Round Rock, Texas 78664 by 3:00 P.M., October 28, 2008. 4.2. Proposals received after this time and date will not be considered and returned unopened. 4.3. Facsimile or electronically transmitted proposals are not acceptable. 4.4. Each proposal and each proposal variation shall be submitted in one (1) original and one (1) copy. 5. CONFLICT OF INTEREST 5.1. Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (House Bill 914) requires that any vendor or person considering doing business with a local government entity disclose the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a completed form, please mail to: City of Round Rock City Secretary 221 East Main Street Round Rock, Texas 78664 5.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in the disqualification of the vendor's proposal. 6. CITY CONTACT 6.1. The contact for this procurement effort will be as listed below. Questions or clarifications related to this RFP may be directed to: City of Round Rock Randy Barker Purchasing Department 221 E. Main Street Round Rock, TX 78664 Phone: 512-218-3295 Fax: 512-218-7028 E-mail : rbarkeraround-rock.tx.us 7. INDEMNIFICATION 7.1. The successful Proposer shall indemnify, save harmless and exempt the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out of a willful or negligent act or omission of the successful Proposer, its officers, agents, servants, and employees; provided, however, that the successful Proposer shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney fees arising out of a willful or negligent act or omission of the City, it's officers, agents, servants and employees, or third parties. 8. VENDOR QUALIFICATIONS 8.1. The acceptance of a submittal shall not be construed as the City's endorsement of such vendor as qualified and responsible. The City reserves the right to determine vendor responsibility from information submitted with the bid and other resources. All Proposers shall furnish the following information at a minimum: 8.1.1. References: Provide the name, address, telephone number and point of contact of at least three firms that have utilized the same or similar product and services for at least 2 Page 2 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 years. References may be checked prior to award. Any negative responses received may result in disqualification from consideration for award. Failure to include references with submittal shall result in disqualification from consideration for award. 8.1.2. Identify any subcontractors to be used for this project. Experience, qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 9. CONFIDENTIALITY OF PROPOSAL CONTENT 9.1. All proposals submitted in response to this RFP shall be held confidential until a agreement is awarded. Following the agreement award, proposals are subject to release as public information unless the proposal or specific parts of the proposal can be shown to be exempt from the Texas Public Information Act. Proposers are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Proposers. 9.2. If a Proposer believes that a proposal or parts of a proposal are confidential, then the Proposer shall so specify. The Proposer shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the proposal, which the Proposer believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All proposals and parts of proposals that are not marked as confidential will be automatically considered public information after the agreement is awarded. 10. CLARIFICATION OF PROPOSALS 10.1. The City reserves the right to request clarification or additional information specific to any proposal after all proposals have been received. 12. VENUE 12.1. The contract shall be governed by and construed in accordance with the laws of the State of Texas. Venue shall be in the applicable court, Williamson County, Texas. 13. WARRANTY 13.1. Awarded Proposer shall in writing warrant that the System installed hereunder shall conform to this specification, manufacturer's documentation, and any agreed changes in all respects, including, but not limited to, operating performance, memory requirements, documentation and compatability. 13.2. Awarded Proposer shall represent and warrant to the City that, for a period of not less than twelve (12) months following the Acceptance Date for the System installed shall: 13.2.1. Be in good operating condition, free from defects in material and workmanship. 13.2.2. Meet or exceed the published functional requirements for the System described in this RFP and response to this RFP. . 13.2.3. Perform in accordance with or exceed all acceptance criteria for such product described in the agreement. 13.2.4. Not void specific warranties issued by manufacturers for greater periods of time. 13.2.5. Not void any rights guaranteed to the City by law. 13.2.6. All services performed under the agreement shall be performed in a good and workmanlike manner. 13.2.7. Register all manufacturers' warranties (e.g. including but not limited to, software) in City's name. NOTE: The awarded Proposer shall detail the support structure and pricing for the web site commencing from date of acceptance. Support shall include, but not limited to, software updates, maintenance requirements, manufacture or supplier warranties, or any and all items that render the System complete and ready for continued operation as initially installed. Page 3 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 14. DISCLOSURE OF LITIGATION 14.1. Each Proposer shall include in its proposal a complete disclosure of any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty. 14.2. Significant losses or settlements involving the Proposers software or its implementation efforts shall also be disclosed. This is a continuing disclosure requirement. 15. RIGHT TO REPRODUCE DOCUMENTATION AND OTHER INFORMATION 15.1. The City shall have the right to reproduce any and all manuals, documentation, software or other information stored on electronic media supplied pursuant to the agreement at no additional cost to the City, regardless of whether the same be copyrighted or otherwise restricted as proprietary information; provided, however, that such reproductions shall be subject to the same restrictions on use and disclosure as are set forth in the agreement. 15.2. The Awarded Proposer agrees to execute any non-exclusive copyright assignments or reproduction authorizations that may be necessary for the City to utilize the rights granted in this subparagraph. 16. RISK OF LOSS 16.1. Risk of loss for the System, new components furnished by the Proposer, shall not pass to the City until acceptance of the System. 17. INDEPENDENT CONTRACTOR 17.1. It is understood and agreed that the Contractor shall not be considered an employee of the City. 17.2. The Contractor shall not be within protection or coverage of the City's Worker' Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. PART II SPECIFICATIONS 1. TECHNICAL REQUIREMENTS: 1.1. The vendor's system shall address the following technical requirements. Your response shall contain an explicit comply/exception assessment of whether your system meets each requirement and, whenever necessary, description of compliance to each point. Shall your system or any part of the system fail to meet any of the following requirements, explain the reasoning that substantiates that the variation from these requirements is not critical. 1.2. Please note that all answers shall reflect current capabilities. Any future capabilities shall be stated as such and outlined with a development schedule. 1.2.1. Briefly describe the data flow in the system, listing each component and how they interface. 1.2.2. 1.2.3. 1.2.4. 1.2.1.1. Detail the proposed system configuration. 1.2.1.2. Describe the interface to the company's communication network. The processing computers in the system shall run in a network configuration. Describe the operating frequency of all AMR end-point hardware. Describe all requirements for intermediate communications equipment needed to gather meter specific information. (i.e. RF hop to PLC, repeaters, etc.) 2. COVERAGE OF METERS 2.1. The City of Round Rock is interested in providing services to all of its residential, commercial and industrial customers within its service territory, with potential to serve future customers both inside Page 4 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 and outside the service territory. The system shall remotely read water meters. Describe the extent of the modules' and the system's compatibility with various meter types. 2.2. The City of Round Rock understands that one single technology solution may not be appropriate for serving areas with varying meter density including both dense urban areas and sparsely populated rural/farming areas. Therefore, hybrid system solutions are acceptable. Describe whether the proposed system is a hybrid and its applicability to different metering solutions. 3. FUNCTIONALITY 3.1. The City of Round Rock currently reads its meters on a monthly basis using Datamatic Road Runner X7 Handhelds downloaded to Incode Software. Because the City of Round Rock requires that the meter reading systems be provided in the most cost-effective manner possible, describe your compatibility with this system and existing interfaces. 3.2. Consumption Reads 3.2.1. Daily consumption reads shall be obtained and be available to the City of Round Rock for all water customers currently on a monthly consumption read and billing cycle. 3.3. Tamper Status 3.3.1. The meter reading system shall deliver current tamper status information for all water customers. This information shall be delivered, along with the monthly consumption read, on the scheduled billing date. 3.4. Data Logging 3.4.1. The AMR end-point metering technology shall store 30 hours or more of consumption. This information shall be delivered, on programmable schedules determined by the City. 3.5. Leak Detection 3.5.1. The AMR end-point technology shall measure the possibility of down -stream leaks by using consumption thresholds programmed into the AMR module. 3.6. Two -Way Communications 3.6.1. The network technology shall provide two-way communications to the end-point. 3.7. Support for Multiple Meters 3.7.1. A single AMR end-point module shall support either one or two meter registers, depending on pit or vault configurations. 3.8. Mapping Interface 3.8.1. The network technology shall represent each AMR end-point and network component including its respective functional status in the form of a mapping display. 4. METER COMPATIBILITY 4.1. Proposer's solution shall allow for water RF solutions enabling opportunities for joint meter reading of other water utilities. 4.2. AMR vendor shall be compatible with multiple meter vendors to allow for meter choice. 4.2.1. Provide a listing of meter manufacturers and meter model numbers with which your AMR modules are compatible. 4.2.2. State whether your system gives the City of Round Rock the flexibility to purchase meters from multiple vendors. 4.2.3. Meter compatibility listings for water modules shall be provided. Page 5 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 4.3. Based upon the City of Round Rock meter data provided, please provide the estimated number of meters that can be retrofitted with devices and the estimated number of new meters required to automate the meter population. 4.4. Bidder's solution shall connect to puise accumulating or absolute encoder -type registers. 5. METER MODULES 5.1. Proposer shall furnish specifications of meter module (e.g. size, weight). 5.1.1. List the environmental specifications of your meter module and describe its ability to withstand heat/cold, water intrusion. 5.1.2. Indicate the expected product life of your meter module and any engineering data to support the claim. 5.1.3. List all available options for the installation of your meter module into new or existing meters. 5.1.4. Describe the encoding technology utilized in your meter module. 5.2. Describe the power supply utilized by your meter module. 5.3. Describe all tamper sensors/indicators available with your meter module. 5.4. Define the compatibility of your meter modules with other forms of interrogating devices, such as handheld computers, fixed communications networks, drive-by equipment, etc. State whether this is available today. 5.5. Describe the radio frequency under which your meter module operates. 5.6. Define all applicable regulatory requirements associated with your meter module and applicable approvals on the device 5.7. Describe any FCC licensing requirements for use of the meter module. 5.7.1. What alternatives are available if FCC licenses are not available in the City of Round Rock service area? 5.7.2. Describe any potential conflicts with city service organizations such as Fire and Police departments. 5.8. To assure reading success, the meter module shall utilize frequency and/or time diversity to assure a high reliability in reading. 5.9. The system shall incorporate a technology that takes into account interference and collision avoidance. 5.9.1. Meter modules that operate using single channel ISM band transmitters are not permitted. 6. WATER MODULES 6.1. Compatible with fixed network system, drive-by system, or both. Please specify. 6.2. Proposer's solution shall provide the same functionality for both indoor water meters and those located in pit settings. 6.2.1. Module proposed for pit setting shall be able to withstand the harsh pit environment. 6.3. Meter module shall function accurately and not be damaged within an operating temperature range of —40 deg C to +70 deg C. 6.4. Remote shall function accurately and not be damaged within humidity environments of 0% to 100% relative humidity. 6.5. Pit meter module shall function accurately and not be damaged under conditions of submersion in polluted or non -polluted environments for a period of at least six (6) months. Page 6 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 6.6. Meter module shall functional accurately and not be damaged when installed outdoors in a full sun environment for twenty (20) years. 6.7. Pit meter module shall offer an in-line connector that enables removal of the meter for periodic testing while allowing the module to stay in the field. 6.8. The module shall provide leak detection including an internal algorithm built into the device on an individual meter level. 6.9. The module shall use a remote antenna, without replacing the module itself. 6.10. The module shall support dual inputs from dissimilar register types, simultaneously, (i.e., encoder with pulsar type, or different meter vendor registers). 7. DATA COLLECTION DEVICE 7.1. Compatible with fixed network system, drive-by system, or both. Please specify. 7.2. Provide the specifications of data collection device (e.g. size, weight) 7.3. List the environmental specifications of your data collection device. 7.4. List the meter module types that your data collection device reads. 7.5. Define the radio frequency under which your data collection device operates. 7.5.1. Is this a licensed or unlicensed radio frequency? 7.5.1.1. If this is a licensed system, please describe in detail how a license for your system may be obtained as well as the costs and timeframes associated with obtaining this license. 7.6. Define all applicable regulatory requirements and approvals associated with your data collection device. 7.7. Define the performance characteristics of your data collection device (e.g. read rate, accuracy) 7.8. Indicate the capacity of readings obtained by your data collection device in an eight-hour day. 7.9. The system shall verify data integrity in every message. 7.10. Define any applicable warranties associated with your data collection device. 7.11. Describe installation procedures. 7.12. The data collection device shall simultaneously read up to three different meter modules. 7.13. The data collection device shall provide a data storage mechanism. 7.14. The data collection device shall receive software upgrades via the network. 7.15. The data collection device shall have the capability to hold up to 100,000 meters and meter module ID's that are configurable through the software application. 7.16. The data collection device shall interface to a Windows 2000 or XP supported computers or latest version - Incode. 7.17. The data collection device shall provide diagnostics to allow trouble shooting via the network. 8. HANDHELD COMPUTER AND RELATED HARDWARE 8.1. Handheld computers may be needed for backup data collection and special meter reading situations. 8.1.1. Indicate whether your handheld computers are compatible with Fixed Network or Drive -By AMR systems and can receive readings from the AMR modules. 8.2. Collection Characteristics and Memory: Page 7 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.2.1. All devices shall be completely self-contained and have adequate memory and internal power sources to perform meter reading or field service activities for an eight- hour shift. 8.2.2. Memory for application and data used in the data capture devices shall be Flash Technology, a non-volatile memory that improves data integrity and security. 8.2.3. The device shall allow reading of meters using radio meter modules. 8.3. Keyboard — The keyboard shall provide: 8.3.1. Environmental protection without the need for special covers or cases. 8.3.2. Alphanumeric data entry without need for a Shift key. 8.3.3. New Service/Meter key. 8.3.4. Change meter information key. 8.3.5. Replaceable overlay. 8.3.6. Keyboard shall be phosphorescent for use in low -light settings. 8.4. Display 8.4.1. The devices shall use Liquid Crystal Display (LCD) technology. 8.4.2. Display size (number of characters) shall be at least 30 characters by 18 lines. 8.5. Power Supply — All handheld devices shall be equipped with: 8.5.1. Removable, rechargeable batteries. 8.5.2. Low power indicator. 8.5.3. The battery charging system shall prevent battery "memory" effects which reduce usable battery time. 8.5.4. The handheld device shall provide data security in the event of loss of power from the main battery supply. This protection is required even if the main battery supply is removed while the handheld computer is turned on. 8.5.5. Battery shall be lithium -ion. 8.5.6. The device shall be chargeable outside of the communications cradle, including in a utility vehicle. 8.5.6.1. Describe all charging options. 8.6. Physical Characteristics 8.6.1. The Unit shall be completely weatherproof and operate in bad weather conditions such as rain, sleet, freezing rain or snow. 8.6.2. The unit shall operate within ambient temperatures ranging from —4 deg F to +140 deg F without use of cases, plastic coverings, etc. 8.6.3. The unit shall be lightweight. 8.7. Verification And Tamper 8.7.1. The handheld computer shall perform verification reads including current meter and tamper status. 8.7.1.1. Please define the verification capabilities of your handhelds. 8.8. Communications 8.8.1. The handheld shall have the capability to perform its functions via radio with no wire connections required to the meter or meter module. Page 8 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.8.1.1. Define the radio technology utilized by your programming handheld computer. 8.8.2. Should the City of Round Rock choose to purchase a non -radio version of the handheld, it shall be feasible to upgrade these units in the future. 8.9. Head -End Software For AMR Data Processing 8.9.1. Platform: Data collection software shall operate on a PC compatible computer. 8.9.1.1. Data transfer to and from the CIS system to the proposed system will be handled by a LAN/WAN connection. 8.9.2. Meter Reading Storage and Processing: The proposed system shall store at least 20 days of meter reading data. 8.9.2.1. The system shall process the billing cycle and allow for operator decisions for completeness or re -reading of missed meters. 8.9.2.2. Complete data backup and restore required. 8.9.3. Computer Interface: The proposed system shall completely interface to the Fixed Network or Drive -By data collection device. 8.9.3.1. Field Data collection shall be provided either by manual operation or automatically based on a pre -configured read schedule. 8.9.4. Consumption Monitoring: To accommodate move outs and high bill investigations, certain accounts in the system will require consumption monitoring. 8.9.4.1. Accounts shall be monitored over the City of Round Rock specified intervals and report consumption that is reported above or below the City of Round Rock defined acceptable consumption levels. 8.9.5. Unscheduled Reads: To support move outs and other special reads, the network shall support unscheduled reads that may be initiated by the City of Round Rock. 8.9.6. Grouping Functions: To support advanced data delivery applications to the City of Round Rock customers, the network shall gather and deliver data in pre -established groups for data aggregation purposes. 8.9.6.1. The network shall deliver group consumption read data. 8.9.6.2. Groups will be defined by the City of Round Rock. 8.9.7. System Interface: The interface shall be utilized by various City of Round Rock units to access data gathered by the network. 8.9.8. The City of Round Rock requires guaranteed reliability to ensure reads are received from each endpoint under the network on a daily basis. 8.9.8.1. Describe your solution to ensure a 98% daily read. 8.9.9. Proposer's solution shall allow for maximum spacing between data collectors in the City of Round Rock's territory. 8.9.9.1. Describe the range of your data collectors with regard to the geography of our service area. 8.9.10. Leak detection: The solution shall provide leak detection data including an internal algorithm built into the device on an individual meter level. 8.9.11. Data Logging: The solution shall collect data in intervals of 15 or 30 minutes as well as hourly and daily. 8.9.12. Management Reports: Specify management reports available with your system. 8.9.12.1. Custom reporting functionality through the use of a third- party reporting tool (such as Crystal reports) shall be available. Page 9 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 8.9.13. Monthly Statistics: The proposed system shall provide cycle processing and keep statistics for meter reading activity of up to twelve (12) months. 8.9.13.1. Cycle reports shall show meter reading activity. 8.9.14. Automatic Scheduled Processing: The proposed system shall support appropriate functions for automated processing (no operator required) to allow operations to be scheduled in an unattended mode. 8.9.14.1. Describe this option and the functions supported in this way. 8.9.15. Historical usage: The proposed system shall support the migration to meter data analysis where historical meter data can be stored for up to twelve (12) months for the purpose of graphically showing usage patterns. 8.9.15.1. This tool shall be modular able to be added to the proposed system at a later date. 8.9.15.2. Describe this option and additional capabilities if available. 8.9.16. Web Presentment: The proposed system shall support the capability of customer web presentment of usage data. 8.9.16.1. This tool shall be modular and able to be added to the proposed system at a later date. 8.9.16.2. Describe this option and additional capabilities if available. 9. COMPATIBILITY WITH CURRENT INVESTMENTS 9.1. The City of Round Rock has made substantial investments in meter reading technology and training to date. The proposed system shall leverage this investment. 10. FCC LICENSES 10.1. The supplier shall provide assistance if necessary toward obtaining licenses and/or permits it needs from the FCC. 11. FLEXIBLE READING METHODS 11.1. The proposed system shall be compatible with alternative reading methods that can be utilized to collect meter reading data in the event that the primary system is unavailable. Please describe. 11.2. Describe how the proposed meter reading system will support altemate reading technologies including radio -equipped handheld computers. 11.2.1. No modification to the meter module shall be required to change reading technologies. 12. IMPLEMENTATION 12.1. Project Management: The vendor, and it's representatives, shall have a proven program of professional project management to ensure successful system installation. Project managers shall be experienced in managing the design, installation and optimization of systems. Project management experience shall include system integration and training support. 12.1.1. Proposer shall describe experience in implementing systems compatible with specification requirements. 12.1.2. Proposer shall describe experience in implementing systems that include water service. 12.2. Configuration and Set up: 12.2.1. Proposer shall provide the expected cost for hardware configuration setup, operating system and software installation, parameter setups, definition of required reports, and the testing of input and output files. Page 10 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 13. AUTOMATED INSTALLATION TOOLS: 13.1. The installation process shall include fully automated meter module installation software that programs the meter modules. 13.2. The meter module installation software shall be expandable to other areas of the utility such as field service workforces. Describe any capabilities in this area. 14. WARRANTY AND CUSTOMER SUPPORT 14.1. Warranty: Specify the warranty period on all applicable products. 14.2. Customer Support: Proposer shall offer 24-hour per day customer support, seven (7) days a week. Specify details of the vendor's support package. 15. SYSTEM PRICING: Describe in detail the pricing for the systems proposed. Include any assumptions made in the proposed solution and pricing. 15.1. The proposed business transaction shall be a purchase of the system by the City of Round Rock. 15.2. The City of Round Rock shall own all data collected by the system. 15.2.1. Data collected by the system shall not be used for any purpose without the approval of the City of Round Rock. 1. ACCEPTANCE 1.1. PART III ACCEPTANCE AND PAYMENT Acceptance should not take more than thirty working days. The vendor shall be notified within this time frame if the service delivered is not in full compliance with the specifications. If any purchase order is canceled for non-acceptance, the needed service may be purchased elsewhere and the vendor may be charged full increase, if any, in cost of acquiring service. 2. INVOICING 2.1. Contractor shall submit one original and one copy of each invoice referencing the assigned Purchase Order number on a monthly basis to the following address: City of Round Rock Accounts Payable 221 East Main Street Round Rock, TX 78664-5299 3. PROMPT PAYMENT POLICY 3.1. Payments will be made within thirty days after the city receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the service, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 3.1.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 3.1.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or Page 11 of 12 RFP 09-001 Specification Number 09-890-46 Dated: October 2008 3.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 3.1.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. 4. OVERCHARGES 4.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USGA Section 1 et g., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq. Page 12 of 12 ATTACHMENT A City of Round Rock Insurance Requirements ATTACHMENT A CITY OF ROUND ROCK INSURANCE REQUIREMENTS 1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration of the contract or purchase order resulting from a response to this bid/Specification insurance against claims for iniuries to persons or damages to property which may arise from or in connection with the performance of the work as a result of this bid by the successful bidder, its agents. representatives. volunteers. employees or subcontractors. 1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the City before work commences. 1.2. The following standard insurance policies shall be required: 1.2.1. General Liability Policy 1.2.2. Automobile Liability Policy 1.2.3. Worker's Compensation Policy 1.3. The following general requirements are applicable to all policies: 1.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall be accepted. 1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 1.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance. 1.3.4. Upon request, certified copies of all insurance policies shall be furnished to the City 1.3.5. Policies shall include, but not be limited to, the following minimum limits: 1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence. 1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 1.4. 1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 1.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers Liability Insurance. 1.3.6. Coverage shall be maintained for two years minimum after the termination of the Contract. The City shall be entitled, upon request, and without expense to receive copies of insurance policies and all endorsements thereto and may make reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Vendor shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the requirements of the bid specification and the insurance endorsements stated below. 1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following provisions: Page 1 of 4 1.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's insurance as primary. 1.5.2. Name the City and its officers, employees, and elected officials as additional insured's, (as the interest of each insured may appear) as to all applicable coverage. 1.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material changes 1.5.4. Remove all language on the certificate of insurance indicating: 1.5.4.1. That the insurance company or agent/broker shall endeavor to notify the City; and, 1.5.4.2. Failure to do so shall impose no obligation of liability of any kind upon the company, its agents, or representatives. 1.5.5. Provide for notice to the City at the addresses listed below by registered mail: 1.5.6. Vendor agrees to waive subrogation against the City, its officers, employees, and elected officials for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance. 1.5.7. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. 1.5.8. All copies of the Certificate of Insurance shall reference the project name, bid number or purchase order number for which the insurance is being supplied. 1.5.9. Vendor shall notify the City in the event of any change in coverage and shall give such notices not less than thirty days prior notice to the change, which notice shall be accomplished by a replacement Certificate of Insurance. 1.5.10. All notices shall be mailed to the City at the following addresses: Assistant City Manager City Attorney City of Round Rock City of Round Rock 221 East Main 309 East Main Round Rock, TX 78664-5299 Round Rock, TX 78664 2. WORKERS COMPENSATION INSURANCE 2.1. Texas Labor Code, Section 406.098 requires workerscompensation insurance coverage for all persons providing services on building or construction projects for a governmental entity. 2.1.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 2.1.2. Duration of the project - includes the time from the beginning of the work on the project until the CONTRACTOR'S /person's work on the project has been completed and accepted by the OWNER. 2.2. Persons providing services on the project ("subcontractor') in Section 406.096 - includes all persons or entities performing all or part of the services the CONTRACTOR has undertaken to perform on the project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity, which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not Page 2 of 4 include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 2.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for the duration of the project. 2.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the contract. 2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage ends during the duration of the project, the CONTRACTOR must, prior to the end of the coverage period, file a new certificate of coverage with the OWNER showing that coverage has been extended. 2.6. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the OWNER: 2.6.1. a certificate of coverage, prior to that person beginning work on the project, so the OWNER will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2.6.2. no later than seven calendar days after receipt by the CONTRACTOR, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 2.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the CONTRACTOR knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. 2.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 2.10. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, to: 2.10.1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all its employees providing services on the project, for the duration of the project; 2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on a project, for the duration of the project; 2.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 2.10.3.1. obtain from each other person with whom it contracts, and provide to the CONTRACTOR: 2.10.3.1.1. 2.10.3.1.2. a certificate of coverage, prior to the other person beginning work on the project; and a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project Page 3 of 4 2.10.3.2. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 2.10.3.3. notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 2.10.3.4. contractually require each person with whom it contracts, to perform as required by paragraphs (A thru G), with the certificates of coverage to be provided to the person for whom they are providing services. 2.10.3.5. By signing the solicitation associated with this specification, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the Commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 2.10.3.6. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the Owner to declare the contract void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the owner. Page 4 of 4 PROPOSER'S REFERENCE SHEET Please Complete and Return This Form with the Solicitation Response SOLICITATION NUMBER: RFP 09-001Automated Meter Reading System BIDDER'S NAME: DATE: Provide the name, address, telephone number and point of contract of at least three firms that have utilized similar service for at least 2 year. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 1. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 2. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 3. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number 4. Company's Name Name of Contact Title of Contact E -Mail Address Present Address City, State, Zip Code Telephone Number Fax Number ( Fax Number ( Fax Number ( Fax Number ( FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD. Reference Sheet Page 1 of 1 Dated: 10/2008 146 1 sl 344 79 � z 2 AMR STUDY LOCATION LEGENr 620 w r yx _ �. Billings "� � s � t 3, µ Billing Zone r, Billing Zone Billing Zone 4 ITT LIMI 45 7 4132ETJ . E 130 F AUTCMATC a� _ S:\MAPSQ0091Water\Water$illingZones\WaterSillingZones,mxd • • " ••::'!;!:•,..-L31\113..N.NINIINVIO-14...:.. • • • • .N1 •$4YINTiI1M• .. Hosmovr:alesati.. $3S AMNd aeatii ° > , •