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R-12-08-09-G4 - 8/9/2012 RESOLUTION NO. R-12-08-09-G4 WHEREAS, the City of Round Rock desires to retain engineering services for the Traffic Management System Improvement Study Project, and WHEREAS, Iteris, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with Iteris, 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 a Contract for Engineering Services with Iteris, Inc. for the Traffic Management System Improvement Study Project, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. } 1 The City Council hereby finds and declares that written notice of the date, hour, place and 4 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, r Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of August, 2012. Pell i ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: ; SARA L. WHITE, City Clerk ' 0:\wdox\SCC1nts\0112\1204UVRMCIPAU00255202_DOC/rmc is EXHIBIT .,A„ ROUND ROCK,TEXAS PURPOSE PASSION.PROSPUM. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: ITERIS,INC ("Engineer") ADDRESS: 1700 Carnezie Avenue,Santa Ana,CA 92705-5551 PROJECT: Traffic Management System Improvement Study THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of ,2012 by and between the CITY OF ROUND ROCK, a Texas home- . rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. } RECITALS: t WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act"provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE, WITNESSETH: s That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto,it is agreed as follows: k Engineering Services Contract Project ID Number TX05TMC File Name:0199.1205 Rev. 05/10 00253056 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. i k ARTICLE 3 CONTRACT TERM 5 x (1) Term. The Engineer is expected to complete the Engineering Services described herein in a accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule,then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract,it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced,and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. r 2 r 1 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Ninety Nine Thousand Four Hundred Seventy-Five and No/Dollars ($99,475.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering k; Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its K determination,that tasks were completed. f The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer 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 in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials,or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds;or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice.is not mailed to City in strict accordance with instructions, if any, on the purchase order,or this Contract or other such contractual agreement. City shall document to Engineer.the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251,V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED z The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. t G L ARTICLE 8 PROJECT TEAM z City's Designated Representative for purposes of this Contract is as follows: Chad A. Wood,P.E.,PTOE 2008 Enterprise Round Rock,Texas 78664 Telephone Number(512)218-6601 Fax Number(512)218-5563 f Email Address cwood@roundrocktexas.gov 4 x r City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Sei vices. Engineer's Designated Representative for purposes of this Contract is as follows: Nader Ayoub,P.E. Iteris,Inc. 1700 Carnegie Avenue Santa Ana, CA 92705-5551 Telephone Number(512)716-0808 Fax Number(512)600-0180 Email Address naa@iteris.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City,or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. 3 Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. 4 Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: a (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule,or.preclude the attainment of project Engineering Services , units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and- (2) nd(2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. { z s 5 r z ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty(30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty(30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date 3 authorized by City for Engineer to begin Engineering Services,and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. t r ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify 3 City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES f City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed_by City. Such revisions shall be considered as additional Engineering Services and paid for as sper�fied under Article 11. f ,Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 3 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services,or (2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed.Additional compensation,if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its s subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and,to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer a from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended,all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees,Engineers or subcontractors. ` All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. ' s Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project,provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 t i City shall not assign,delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. . Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. { s ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services,and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will w enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer t r, certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING j Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. s 8 R ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH-OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent,in writing,of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligation's as set forth herein. ` 1 i (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon ` not less than thirty(30)days' written notice to Engineer. a (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole 'judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 4' 9 k Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above,then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer,then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations,then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Seiices contracted for herein. (2) .Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the.provisions of Section 151.309 of the Texas Limited Sales,Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION E Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control p 10 f Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents,or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION.FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay 'any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election,to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission,percentage,brokerage fee,gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be a recommended or required for the constiuction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire ` term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and t t S 11 otherwise acceptable to City. Engineer shall also notify City,within twenty-four(24)hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). i Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following s conditions by endorsement to the policy: k (a).Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock r; 221 East Main Street ' Round Rock,Texas 78664 p (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. 4 (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 M. COPYRIGHTS City shall have the royalty-flee, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 4' 12 .ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof-and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties'respecting the subject matter defined. herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES g All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: i City: i : City of Round Rock Attention: City Manager 221 East Main Street F Round Rock, TX 78664 4 } 4 l 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Nader Ayoub,P.E. Associate Vice-President Transportation Systems 1700 Carhegie Avenue Santa Ana, CA 92705-5551 I ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold,to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if : prevented'from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson x County, Texas, and if legal action is necessary by either party with respect to the enforcement of any Y or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. I This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. E' k" 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or constiuction cost will not vary fiom opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval,review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval,review, . or determination to be arbitrary,capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY { The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has frill and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof.. CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Alan McGraw,Mayor Stephan L. Sheets, City Attorney p : •ATTEST: By: Sara L. White, City Clerk ITERIS, INC. By: Signa re of Principal Printed Name: sin j� 1-¢A2 I.,soA E 15 a Exhibit A City Services The work to be performed under this contract will consist of consulting services to assist City staff with the evaluation, recommendation, and design of improvements to the City's traffic management, traffic signal communications, and' Intelligent Transportation systems: Iteris'primary contact for the review and coordination of City services will be Mr. Chad Wood, P.E., Traffic Engineer. Our secondary point of contact will be Mr. David Walther, Traffic Systems Superintendent. Bi-weekly project development meetings will be held with City staff(Mr. Wood & Mr.Walther)and summarized in monthly progress reports. Under Task 2, Iteris staff will coordinate with Mr. Walther and his traffic signal staff on the collection of traffic field data. Iteris requests that Mr.Wood set up meetings with other City departments and City Management to aid in the collection of communication network information and the need for traffic data sharing. Typical iriformation needs include the City's GIS information with Chris Collier and Kelly Farley with IT, SCADA information with Public Works staff,and EOC information with PD and Fire. The City's communication systems will be assessed(Task 3)in order to facilitate the deployment of a high-bandwidth fiber optic communications system that will support traffic operations and other computer networks employed at the many City of Round Rock municipal buildings. 'Iteris proposes a series of workshops with City stakeholders to solicit their input in the development and ensure their support for improved communications to City Facilities (City Information Technology(IT), Police Stations, Fire Stations, SCADA, Round Rock.TMC, the Round Rock EOC, and City Hall.) External stakeholders will include representatives from the Texas DOT (TxDOT), Round Rock ISD, CAPCOG,and adjacent municipalities. Iteris requests that the City of Round Rock host these workshops,identify the participants,and send out meeting notices to all participants. The communication system deployed to support the Round Rock Traffic Management System will facilitate the exchange of traffic data,including real-time traffic congestion,video feeds,and special event information between the City of Round Rock, Texas DOT(TxDOT), Round Rock ISD, and adjacent municipalities. This type of deployment will be performed in accordance with the regional ITS architecture supported by TxDOT and CAPCOG. r t 3 s 6 q� t e f t t� 5 g� 8 EXHIBIT B ENGINEERING SERVICES 01 Scope of Work The following Scope of Work was developed based on Iteris' understanding of the project components and experience on similar projects. Iteris proposes various tasks that will be performed during the project development process, in accordance with the RFQ and experience on past similar projects. Iteris has organized the work into the tasks noted below. E • Task 1—Project Management and Coordination t • Task 2—Existing Conditions o Field Review o GIS Database of Existing Traffic Conditions(integrate Into CoRR GIS system) o Non-Traffic City Facilities o Identify Deficiencies • Task 3—Needs Assessment o Communications o Stakeholder Workshops o Traffic Signal System o TMC s • Task 4—Deployment Strategy TASK 1.PROJECT MANAGEMENT AND COORDINATION Nader Ayoub, PE,will serve as the Project Manager(PM)for this project. He will be the principal contact with the City of Round Rock and the other stakeholder agencies, per the City's direction. As part of his role as PM, Mr. Ayoub will conduct bi-weekly project development meetings that will be held with City staff, and Mr.Ayoub will also be responsible for submitting monthly progress reports to the City. Task 1 Deliverable: Meeting agendas and minutes; monthly invoices with progress reports, project records(i.e. work products,email,and correspondence) k G E TASK 2. EXISTING CONDITIONS Iteris will conduct an assessment of the City's existing traffic signal system (TMC, central software, wireless communications, other ITS devices and infrastructure). The review of the existing signal system will be executed through three subtasks that consist of a Field Review, development of a Geographic Information Systems (GIS) database of existing conditions,and identification of noted signal system deficiencies, as detailed below. Subtask 2.1:Field Review F In support of Task 2, Iteris will conduct a complete assessment of the traffic signal controllers, communication facilities and other traffic signal support systems throughout the City. The City has a current signal timing project along Gattis School Road, Old Settlers Boulevard/FM 340, University Drive, and Louis Hanna Road/SH 4S that includes data collection. Iteris will utilize this City-furnished data to eliminate duplication. There are discreet components to a traffic signal system. Each component will be inventoried, photographed, evaluated and discussed separately. Components of the signal system include: CITY OF ROUND ROCK Traffic Vianagement System Improvement Study �' • The general street network and configuration • Location and distribution of traffic signals • Traffic signal controller hardware and software at the intersection • Traffic signal coordination programming and operation • Communication infrastructure between Traffic Management Center(TMC)and intersections • TMC infrastructure Subtask 2.2:GIS Database of Existing Conditions Iterls' existing web-based GIS database toolkit will be tailored for the City of Round Rock and will help track and document traffic management related data such as devices, traffic metrics, and intersection attributes. This database will create an accurate inventory of the City's traffic signal system that can be expanded by City staff in the future to include traffic signal as-builts and future upgrades, rather than just a report on existing conditions that will become dated once the City implements the projects as detailed in the Master Plan. r 'S S Subtask 2.3:Non-Traffic City Facilities r This task will assess and recommend City-facilities to be connected to the communications network developed as part of this Project. City-facilities to be assessed include police stations, fire stations, libraries, SCADA, etc, and will also determine which City departments, such as City IT,to involve in the Project. The information collected through this process will aid in assessing communication strategies beyond the traffic signal system. To initiate. this task, Iterls will meet with City staff from Traffic and IT to identify the candidate City-facilities. Subtask 2.4:Identify Deficiencies This task will focus on identifying the operational and system deficiencies essential to help determine the need for and extent of the improvements to achieve the City's goals for improved transportation management and 5 overall communications. The deficiencies identification will be focused on improving the City's traffic management'capabilities and communications infrastructure, and will also aim to identify such items as high- bandwidth communications needs; gaps in the existing communications network; controller and cabinet , upgrades; addition of video surveillance at critical signalized intersections; the need for dynamic message signs (DMS)or smaller trailblazer signs for route guidance; information dissemination via Internet or kiosks; as well as operational Improvements including need for signal coordination along key corridors or with boundary agencies. Task 2 will result in a deliverable that presents an inventory of the City's existing traffic signal system,inclusive of signalized intersection hardware, ACTRA central software systems, traffic operations and communications. The deliverable, in concert with the GIS database, will provide the City with an excellent overall summary of the {' existing operations as well as an assessment of the existing systems that can be leveraged and utilized as part of the overall Master Plan. Client comments received on the Task 2 deliverable will be incorporated into Task 3 and T Task 4. Task 2 Deliverables: • Technical Memorandum on Existing Conditions Signal System and Deficiencies Identification • GIS Database of Existing Signal System g% TASK 1 NEEDS ASSESSMENT Iteris will perform a needs assessment and prepare a Technical Memorandum that details the needs, opportunities and solutions in support of the Traffic Management System Master Plan. Subtask 3.1:Needs Identification The Needs Identification will utilize the findings from Task 2 to conduct an assessment of the City's Traffic Signal System needs. Iteris will compare City's goals and objectives with the existing conditions to determine the City's needs which will include the following traffic signal system elements: ROUNDCITY OF ROCK ITERISY t Traffic Management System Improvement Study q!q 7 Ad .ice 1. Communications System 2. Traffic Signal System 3. Signal System Master Planning&Institutional Opportunities(Agency agreements) 4. Traffic Operations 5. Transportation System Management/ITS Devices 6. City Facilities 7. Regional and National ITS Architecture 8. Operations and Maintenance Costs and Requirements Subtask 3.2:Stakeholder Workshops Iteris will conduct a total of three (3) workshops in the course of preparing the Traffic Management System Master Plan. The intent of the workshops is to engage the Project Stakeholders to solicit their input and ensure their understanding of the project process, which enhances the possibility of their "buy-in" and support of the end-results of the Project. 1. Workshop 1 will be conducted during the Needs Assessment task(Subtask 3.1), and present an introduction to the Project and ITS, the findings of the Existing Conditions report (Task 2) and serve as a focus group to identify the City's transportation management needs. 2. Workshop 2 will be conducted for key City personnel including City Council members to have a consensus on the needs prior to presenting them to the general focus group. 3. Workshop 3 will be conducted during Task 3 after the submittal of the draft Traffic Management System Master Plan to present the findings of Task 3 and serve as a focus group to prepare the final Traffic Management System Master Plan. Subtask 3.3:Opportunities and Recommended Solutions { Iteris will develop a comprehensive analysis of the City's needs, opportunities and recommended solutions as they relate to the traffic signal system,traffic management, ITS and communications,which will be noted herein I r as Opportunities and Solutions. This analysis will be based on the findings of the work performed in Task 2 and subtask 3.1 and 3.2 (the workshops).The Opportunities and Solutions will focus on the identified strategies and s solutions, and begin with an assessment of the current systems employed by the City, define requirements and specifications for future systems and deployments, and create combined solutions along with performance measures for the City. : f Task 3 Deliverables: • Workshop 1 (information Gathering) • Workshop 2(City Staff and City Counsel) • Workshop 3 (Presentation of findings) • Technical Memorandum Identifying Needs,Opportunities and ITS Solutions TASK 4. IMPLEMENTATION STRATEGY -Iteris will develop the City's Traffic Management System Master Plan and the design for the Gigabit Ethernet backhaul wireless network as part of Task 4,as noted below. ' Subtask 4.1:Prepare Traffic Management System Master Plan Iteris will prepare the draft and final Traffic Management System Master Plan that will detail the- phased deployment of the recommended infrastructure solutions including an improved traffic signal communications system, traffic signal system upgrades and other traffic management and ITS strategies as appropriate. The Plan will include the following elements: k CITY 1 OF ROUND -• ITERIS,..� Traffic Management System Improvement • Prioritized listing of projects • Utilize the existing and planned infrastructure to the extent possible • Cost estimates associated with each project • Schedule • Summary matrix of projects by priority and Implementation schedule • Capital improvements and associated costs • Floor plan alternatives for the new TMC • Recommendation for an upgrade to the existing or deployment of new central traffic signal system • Operations,maintenance and life-cycle costs • Interagency cdordination issues(Center*to Center(C2C)Communications,coordinated operations,etc.) • Multi jurisdictional coordination issues • Identify a transition plan • Detail roles and responsibilities of the various stakeholders for the corresponding projects • Identify applicable standards • Recommended approach to VLAN and IP schema Subtask 4.2:Gigabit Ethernet Backhaul Wireless Design Iteris has identified the deployment of a Gigabit wireless Ethernet backhaul as an early success project. Iteris will develop the design to implement a backhaul ring between the base station and the three water towers, Orion, i Mays and High County(see inset). Iteris'design will detail the hardware procurement and installation requirements, related specifications,and cost estimate. Given the nature of theproject,the design does not require a traditional PS&E to be prepared. a s Once the design is complete, Iteris will support the City in order to implement the Gigabit Ethernet wireless backhaul project under a separate contract. �•,r, ,1�' �fi I t r � ' t Task 4 Deliverables: Sit ; rl s • Traffic Signal Systems vs.City Needs Comparison Memorandum +4 f • Draft Traffic Management System Master Plan • Final Traffic Management System Master Plan • Gigabit Ethernet Backhaul Wireless Design f i p if I CITY a s OF ROUND -• ITERIS �� ManagementTraffic • Study .�� EXHIBIT C M 0 NTH 1 M 0 N T H 2 MO NTH 3 M 0 N T H 4 M 0 NTH 5 M 0 N T H 6 m 0 NT H 7 TASK 1:PROJECT ...... .... TASK 2:EXISTING CONDITIONS"', 610ambaseof %rdSystem TeMmon M"(aWons 9gnafSysbnW ...... NEEDS ASSESSMENT.`.-',,_.-�.,, DdVw&htdiogon ..'MdAdMeadon MOP woj�& .2 41. nnyesdnd Wbihh j�klls Workshop 3 5 .01 W ............ 0 9p TASK4:hIMPLEMNTAYION STRATEGY m—'a. t z: Tech Memo on ThafficSignalSystemm. FinalTroffirmanagemem Systemmzterp/017 Cdyhedscompatison EXHIBIT D TOTAL TOTAL Task PROJECT Hours Labor Cost Expenses COST TASK 1 Project IVlanagement;aric(;Coordination 25 '$` 4;075=<<$ 200: $; 4;275: TASK.2.: Existing Condition 296:' ;$ 42;945= ;$� 2;250' ,$ 45;195 2.1 Field Review 66 $ 8,280 $ 1,750 $ 10,030 2.2 GIS Database 84 $ 12,785 $ - $ 12,785 2.3 Non-Traffic Facilities 72 $ 9,740 $ 500 $ 10,240 2.4 Identify Deficiencies 74 $ 12,140 $ - $ 12,140 TASK:3.. � Needs;Assessment 177 $' .. 31,090 $.: 1,600 $ 32 69Q.- 3.1 Needs Identification 74 $ 12,290 $ 100 $ 12,390 3.2 Stakeholder Workshops 40 $ 8,310 $ 1,500 $ 9,810 3.3 Opportunities and Recommended Solutions 71 $ 12,090 $ - $ 12,090, TASK4: Implementation Strategy: 103 $ 17;315 $ - `$ : 17,315: 4.1 Prepare Traffic Management System MasterPlan 56 $ 9,870 $ - $ 9,870 4.2 Gigabit Ethemet Backhaul Wireless Design 47 $ 7,445 $ 1.001 $ 7,545 :C.+;iF�33r":y:. r x ,•3'+A v- riyf.',°�° �."": ax'i..x ~ hi 't w't,•�"''a •Jj� -c; M�{' }: ti4•�i'".��:K.}f ?.u...-s z .,:„C....;fi?.� ..:.xe,7.._putiRY'1.'`.33..Y'7 iSA:.:A.,c-.. i.1.n T.!R.tict:.h..- .H.,�.F�T",_....)__i.1...•.0.'..a.....__.,..d.s.".•,.Fv.... ? �+ ..yy •� "Ir 5 b �9» -17"TA� 1a. \ k '..5....s.�.',^.;.�£. ACC' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) �--'� 07/02/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NA E cr Corinne Ford Woodruff-Sawyer&Co. PHONE FAX 415-989-9923 ac e: 50 California Street, 12th Floor E-MAIL San Francisco CA 94104 ADORESs cford wsandco.com (415)391-2141 INSURERS AFFORDING COVERAGE NAIC B INSURERA: Continental Insurance Company 35289 INSURED INSURER o: Illinois Union Insurance Compapy 27960 Iteris Inc. INSURER c: National Fire Insurance Company of Hartford 20478 1700�na,iWiC e Avenue,Suite 100 INSURER D: Berkley National Insurance Company = Santa Ana,CA 92705-5551 � { INSURER E INSURER F: E COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LR DL s eR D PMIDEXPTTYPEOFINSURANCE POLICY NUMBER MMDEDI LIMITS C GENERALLIABILITY X X 4025751745 04/01/2012 04/01/2013 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES O o r c ' $ 1,000,000 CLAIMS MADE Q OCCUR MED EXP An oneperson) 3 15,00 X PD Deductible -None PERSONAL 6 ADV INJURY $ 1,000,000 X1 BI Deductible-None GENERAL AGGREGATE $ 2,000,000 GEMLAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG $ 2,000,000 X PRO POLICY • LOC $ COMBI EDSINGLELI IT A AUTOMOBILE LIABILITY E de t 1,000,000 ; X X 4025751759 04/01/2012 04/01/2013 u X ANYAUTOBODILYINJURY(Par person) $ Owned&Hired Autos OTOS OWNED �OSULED Com .Ded.$500 BODILY INJURY(Peraccident) $ X HIRED AUTOS X AUTOowNED Co11Ded.$500 tp PROP eragllT DAMAGE $ $ A X UMBRELLA UAB I X 1OCCUR 4025751762 04/01/2012 04/01/2013 EACH OCCURRENCE s 25,000,000 EXCESS UAB ' • CLAIMS-MADE AGGREGATE $ Included DED I X RETENTIONS 10,000 $ WORKERS COMPENSATIONX WC STATU DTH - D AND EMPLOYERS'LIABILITY YIN TWC7001008-10 04/01/2012 04/01/2013 £ ANY PROPRIETORIPARTNERIIXECUTIVE� E.L.EACH ACCIDENT s 1,000,00 0 OFFICERIMEMBER EXCLUDED? NIA €.: (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 DESSCRIPTIs ON OF OPERATIONS below EL.DISEASE-POLICY LIMIT $ 1,000,000 y; B Professional Liability G21656045009 04/01/2012 04/01/2013 Limit $5,000,000/Aggregate 5,000,000 Claims Made Form Retro-Date 01/01/1991 Deductible $50,000 .n DESCRIPTION OFOPERATIONS!LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space la rogolred) RE:Solicitation l 1-027-Traffic Management System Improvement Study g The City of Round Rock and its officers,employees,and elected officials are included as additional insured's,as the interest of each may appear,and Waiver of Subrogation applies,as respects General Liability and Auto Liability per forms attached.30 Day Notice of Cancellation applies to General Liability,Auto I> Liability and Workers'Compensation per forms attached. x' Policies contain a 30 day notice of cancellation and a 10 day notice of cancellation for non-payment of' remium. CERTIFICATE HOLDER CANCELLATION i Round Rock,City Of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Ci Secret THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Secretary ACCORDANCE WITH THE POLICY PROVISIONS. IS 221 East Main Street Round Rock,TX 78664 AUTHORIZED REPRESENTATIVE 11 LOAN#: ID#: ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD +- (i . L IYM'' ''�ROUNDROCK,TEMS City Council Agenda Summary Sheet PURPOSE.PASSION.PROSPERITY. Agenda Item No. G4. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Agenda Caption: Services with Iteris, Inc.,for a Traffic Management Systems Improvement Study. Meeting Date: August 9, 2012 Department: Transportation Staff Person making presentation: Gary Hudder Transportation Director i Item Summary: The Transportation Department recommends execution of this professional services agreement with Iteris, Inc. The ultimate goals of this work are to create a master-plan for Intelligent Transportation Systems and to take the first : step toward implementation. The work under this contract includes consulting services to assist City staff in evaluating the existing traffic management system (software and hardware), determining options for improvements, budgeting and programming implementation of the preferred options, and planning and design for a city-wide high- capacityh- capacity I wireless network. k The project work is expected to last approximately six to eight months. Three workshops with City staff from various departments will take place to create a complete picture of the City's needs. I i This project does not include any construction or purchasing funding at this time. Those activities will be included in future years' budgets. Future phases may include additional services for procurement and integration (construction ' phase services). k Cost: $99,475.00 r Source of Funds: Type B Corporation i Date of Public Hearing(if required): N/A Recommended Action: Approval I I ( Y. R F: No Text J!1RIOUND ROCK,TEXAS PASSION.PROSPERITY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: ITERIS,INC ("Engineer") ADDRESS: 1700 Carnegie Avenue,Santa Ana,CA 92705-5551 PROJECT: Traffic Management Svstem Improvement Study i i i THE STATE OF TEXAS § COUNTY OF WILLIAMSON § k THIS CONT)�� ENGINEERING SERVICES ("Contract") is made and entered into on this theq'�day of ,2012 by and between the CITY OF ROUND ROCK, a Texas home- rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. k RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled F "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract x Project ID Number TXOSTMC File Name:0199.1205 Rev. 05/10 00253056 1 Uv P CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." ' 4 Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified 1 time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM } (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule,then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract,it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. y. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services i required herein so that construction of the project will be commenced, and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely r: accomplish all Engineering Services required under this Contract in a professional manner. 2 q' q 1 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Ninety Nine Thousand Four Hundred Seventy-Five and No/Dollars ($99,475.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. i ARTICLE 5 METHOD OF PAYMENT t Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a b. form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering ' Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination,that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. C- i 3 x ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer 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 in the event: )S d A. There is a bona fide dispute between City and Engineer concerning the supplies, materials,or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251,V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED i The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for workperformed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Chad A. Wood,P.E.,PTOE 2008 Enterprise F' Round Rock,Texas 78664 Telephone Number(512)218-6601 Fax Number(512)218-5563 Email Address cwood@roundrocktexas.gov r 4 g i K City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. a i t Engineer's Designated gnated Representative forpurposes of this Contract is as follows: i Nader Ayoub,P.E. Iteris, Inc. 1700 Carnegie Avenue z Santa Ana, CA 92705-5551 Telephone Number(512) 716-0808 Fax Number(512)600-0180 Email Address naa@iteris.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with p` City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. i Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 d ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty(30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of E both parties. If this Contract is suspended for more than thirty(30) days, Engineer shall have the option of terminating this Contract. r If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date f authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering ' Services authorized in this Contract or any amendments thereto. ARTICLE 12 5'- CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. r Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. k } Q 6 7' ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed.Additional compensation,if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project,Provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and €' maintaining the Project. 7 F S' City shall not assign,.delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. s Prior to Engineer providing to City any Instruments of Service in electronic form or City j providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. . Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall ' immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING x Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any }` responsibilities under this Contract. i { 4 5-- 1. 8 J h ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineers preliminary reports shall be addressed in any final report. ARTICLE 19 k VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. x ARTICLE 20 TERMINATION t This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. r (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. R' 4 t. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering ; 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above,then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(3 0)days. If Engineer defaults in theperformance of this Contract or if City terminates this Contract for f fault on the part of Engineer,then City shall give consideration to the actual costs incurred by Engineer i in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this =' Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. t Engineer shall be responsible for the settlement of all contractual and administrative issues 3 arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. t. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. f Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. E (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the f Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents,or employees. i i ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL S The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. r ARTICLE 25 NON-COLLUSION.FINANCIAL INTEREST PROHIBITED . k (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company k or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay 'any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election,to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission,percentage, brokerage fee, gift or contingent fee. It (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and k 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24)hours of receipt,of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: F (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: k City Manager, City of Round Rock 221 East Main Street Round Rock,Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." s 't ARTICLE 27 COPYRIGHTS } f City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. f 12 t i X 7 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or s unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined. herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager r 221 East Main Street Round Rock, TX 78664 s 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 f Engineer: Nader Ayoub,P.E. Associate Vice-President Transportation Systems 1700 Carnegie Avenue Santa Ana, CA 92705-5551 fi ARTICLE 33 GENERAL PROVISIONS i (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully ' responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if f prevented'from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, 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 Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, g consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval,review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval,review, j or determination to be arbitrary,capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations k and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. F CITY OFIr ROCK TEXAS APP VED S T FORM: By: , '1 Alan McGraw,Mayor ; Y Steph L. Sheets, City Attorney ATTEST: By: _ Sara L. White, City Clerk ITERIS, INC. By: Signa a of ra,—/—/ l Printed Name: So,#J s r Y 15 1 Exhibit A City Services The work to be performed under this contract will consist of consulting services to assist City staff with the evaluation, recommendation, and design of improvements to the City's traffic management, traffic signal communications, and Intelligent Transportation systems. Iteris' primary contact for the review and coordination of City services will be Mr. Chad Wood, P.E., Traffic Engineer. Our secondary point of contact will be Mr. David Walther, Traffic Systems Superintendent. Bi-weekly project development meetings will be held with City staff(Mr. Wood & Mr. Walther)and I summarized in monthly progress reports. i Under Task 2, Iteris staff will coordinate with Mr. Walther and his traffic signal staff on the collection of traffic field data. Iteris requests that Mr.Wood set up meetings with other City departments and City Management to aid in the collection of communication network information and the need for traffic data sharing. Typical information needs include the City's GIS information with Chris Collier and Kelly Farley with IT, SCADA information with Public Works staff,and EOC information with PD and Fire. l The City's communication systems will be assessed(Task 3)in order to facilitate the deployment of a high-bandwidth fiber optic communications system that will support traffic operations and other computer networks employed at the many City of Round Rock municipal buildings. Iteris proposes a series of workshops with City stakeholders to solicit their input in the development and ensure their support for improved communications to City Facilities (City Y Information Technology(IT), Police Stations, Fire Stations, SCADA, Round Rock.TMC, the Round Rock EOC, and =; City Hall.) External stakeholders will include representatives from the Texas DOT JxDOT), Round Rock ISD, CAPCOG,and adjacent municipalities. Iteds requests that the City of Round Rock host these workshops,identify the participants,and send out meeting notices to all participants. t' The communication system deployed to support the Round Rock Traffic Management System will facilitate the exchange of traffic data,including real-time traffic congestion,video feeds,and special event information between the City of Round Rock, Texas DOT(TxDOT), Round Rock ISD, and adjacent municipalities. This type of deployment r will be performed in accordance with the regional ITS architecture supported by TxDOT and CAPCOG. P l k y{y' Z P i b e EXHIBIT B ENGINEERING SERVICES 01 Scope of Work The following Scope of Work was developed based on Iteris' understanding of the project components and experience on similar projects. Iteris proposes various tasks that will be performed during the project development process, in accordance With the RFQ and experience on past similar projects. Iteris has organized the work into the tasks noted below. • Task 1—Project Management and Coordination • Task 2—Existing Conditions o Field Review o GIS Database of Existing Traffic Conditions(integrate into CoRk GIS system) o Non-Traffic City Facilities o Identify Deficiencies • Task 3—Needs Assessment o Communications o Stakeholder Workshops o Traffic Signal System o TMC 4 • Task 4—Deployment Strategy t i TASK 1.PROJECT MANAGEMENT AND COORDINATION Nader Ayoub, PE,will serve as the Project Manager(PM)for this project. He will be the principal contact with the City of Round Rock and the other stakeholder agencies, per the City's direction. As part of his role as PM, Mr. Ayoub will conduct bi-weekly project development meetings that will be held with City staff, and Mr. Ayoub will also be responsible for submitting monthly progress reports to the City. I Task 1 Deliverable: Meeting agendas and minutes; monthly invoices with progress reports, project records(i.e. work products,email,and correspondence) TASK 2. EXISTING CONDITIONS j Iteris will conduct an assessment of the City's existing traffic signal system (TMC, central software, wireless communications, other ITS devices and infrastructure). The review of the existing signal system will be executed through three subtasks that consist of a Field Review, development of a Geographic Information Systems (GIS) database of existing conditions,and identification of noted signal system deficiencies,as detailed below. )' s Subtask 2.1:Field Review In support of Task 2, Iteris will conduct a complete assessment of the traffic signal controllers, communication facilities and other traffic signal support systems throughout the City. The City has a current signal timing project along Gattis School Road, Old Settlers Boulevard/FM 340, University Drive, and Louis Hanna Road/SH 45 that includes data collection. Iteris will utilize this City-furnished data to eliminate duplication. There are discreet components to a traffic signal system. Each component will be inventoried, photographed, evaluated and discussed separately. Components of the signal system include: is CITY OF ROCK ITERIS....�. • The general street network and configuration • Location and distribution of traffic signals • Traffic signal controller hardware and software at the intersection • Traffic signal coordination programming and operation • Communication infrastructure between Traffic Management Center(TMC)and intersections • TMC infrastructure Subtask 2.2:GIS Database of Existing Conditions Iterls' existing web-based GIS database toolkit will be tailored for the City of Round Rock and will help track and document traffic management related data such as devices, traffic metrics, and intersection attributes. This database will create an accurate inventory of the City's traffic signal system that can be expanded by City staff in the future to include traffic signal as-builts and future upgrades, rather than just a report on existing conditions that will become dated once the City implements the projects as detailed in the Master Plan. Subtask 2.3:Non-Traffic City Facilities i This task will assess and recommend City-facilities to be connected to the communications network developed as part of this Project. City-facilities to be assessed include police stations, fire stations, libraries, SCADA, etc, and will also determine which City departments, such as City IT, to involve in the Project. The information collected i through this process will aid in assessing communication strategies beyond the traffic signal system. To initiate this task, Iteris will meet with City staff from Traffic and IT to identify the candidate City-facilities. € Subtask 2A Identify Deficiencies This task will focus on identifying the operational and system deficiencies essential to help determine the need for and extent of the improvements to achieve the City's goals for improved transportation management and overall communications. The deficiencies Identification will be focused on improving the City's traffic management'capabilities and communications infrastructure, and will also aim to identify such items as high- bandwidth communications needs; gaps in the existing communications network; controller and cabinet upgrades; addition of video surveillance at critical signalized intersections; the need for dynamic message signs (DMS) or smaller trailblazer signs for route guidance; information dissemination via Internet or kiosks; as well as operational improvements including need for signal coordination along key corridors or with boundary agencies. Task 2 will result in a deliverable that presents an inventory of the City's existing traffic signal system, inclusive of signalized intersection hardware, ACTRA central software systems, traffic operations and communications. The deliverable, in concert with the GIS database, will provide the City with an excellent overall summary of the t existing operations as well as an assessment of the existing systems that can be leveraged and utilized as part of the overall Master Plan. Client comments received on the Task 2 deliverable will be incorporated into Task 3 and Task 4. Task 2 Deliverables: • Technical Memorandum on Existing Conditions Signal System and Deficiencies Identification • GIS Database of Existing Signal System TASK 3. NEEDS ASSESSMENT Iteris will perform a needs assessment and prepare a Technical Memorandum that details the needs, opportunities and solutions in support of the Traffic Management System Master Plan. y; Subtask 3.1: Needs Identification The Needs Identification will utilize the findings from Task 2 to conduct an assessment of the City's Traffic Signal System needs. Iterls will compare City's goals and objectives with the existing conditions to determine the City's needs which will include the following traffic signal system elements: CITY OF ROUND ROCK ITERIS.-. 1. Communications System 2. Traffic Signal System 3. Signal System Master Planning& Institutional Opportunities(Agency agreements) 4. Traffic Operations 5. Transportation System Management/ITS Devices 6. City Facilities 7. Regional and National ITS Architecture 8. Operations and Maintenance Costs and Requirements Subtask 3.2:Stakeholder Workshops Iteris will conduct a total of three (3) workshops in the course of preparing the Traffic Management System Master Plan. The intent of the workshops is to engage the Project Stakeholders to solicit their input and ensure their understanding of the project process, which enhances the possibility of their "buy-in" and support of the end-results of the Project. 3 1. Workshop 1 will be conducted during the Needs Assessment task (Subtask 3.1), and present an introduction to the Project and ITS, the findings of the Existing Conditions report (Task 2) and serve as a focus group to identify the City's transportation management needs. 2. Workshop 2 will be conducted for key City personnel including City Council members to have a consensus on the needs prior to presenting them to the general focus group. 3. Workshop 3 will be conducted during Task 3 after the submittal of the draft Traffic Management System Master Plan to present the findings of Task 3 and serve as a focus group to prepare the final Traffic l Management System Master Plan. s Subtask 3.3:Opportunities and Recommended Solutions Iteris will develop a comprehensive analysis of the City's needs, opportunities and recommended solutions as they relate to the traffic signal system, traffic management, ITS and communications,which will be noted herein t as Opportunities and Solutions. This analysis will be based on the findings of the work performed in Task 2 and subtask 3.1 and 3.2 (the workshops). The Opportunities and Solutions will focus on the identified strategies and k solutions, and begin with an assessment of the current systems employed by the City, define requirements and I specifications for future systems and deployments, and create combined solutions along with performance measures for the City. r Task 3 Deliverables: • Workshop 1 (information Gathering) • Workshop 2 (City Staff and City Counsel) • Workshop 3(Presentation of findings) • Technical Memorandum Identifying Needs,Opportunities and ITS Solutions q` TASK 4. IMPLEMENTATION STRATEGY Iteris will develop the City's Traffic Management System Master Plan and the design for the Gigabit Ethernet backhaul wireless network as part of Task 4,as noted below. Subtask 4.1:Prepare Traffic Management System Master Plan Iteris will prepare the draft and final Traffic Management System Master Plan that will detail the phased deployment of the recommended infrastructure solutions including an improved traffic signal communications system, traffic signal system upgrades and other traffic management and ITS strategies as appropriate. The Plan will include the following elements: x CITY OF ROUND -• ITEMS=. 1 i • Prioritized listing of projects • Utilize the existing and planned infrastructure to the extent possible • Cost estimates associated with each project • Schedule • Summary matrix of projects by priority and implementation schedule • Capital improvements and associated costs • Floor plan alternatives for the new TMC • Recommendation for an upgrade to the existing or deployment of new central traffic signal system • Operations,maintenance and life-cycle costs • Interagency cdordination issues(Center to Center(C2C)Communications,coordinated operations,etc.) • Multi-jurisdictional coordination issues • Identify a transition plan • Detail roles and responsibilities of the various stakeholders for the corresponding projects • Identify applicable standards • Recommended approach to VLAN and IP schema Subtask 4.2:Gigabit Ethernet Backhaul Wireless Design Iteris has identified the deployment of a Gigabit wireless Ethernet backhaul as an early success project. Iteris will develop the design to implement a backhaul ring between the base station and the three water towers, Orion, Mays and High County(see inset). Iteris'design will detail the hardware procurement and installation requirements, related specifications,and cost estimate. `1 Given the nature of the project,the design does not require a traditional PS&E to be prepared. l Once the design is complete, Iteris will support the City in order to implement the Gigabit Ethernet wireless backhaul +_ h r project under a separate contract. t — Task 4 Deliverables: "- = • Traffic Signal Systems vs.City Needs Comparison Memorandutli i_ `► • Draft Traffic Management System Master Plan • Final Traffic Management System Master Plan • Gigabit Ethernet Backhaul Wireless Design DUMIT C 1 TASK 1:PROJECT MANAGEMENT TASK 2:EXISTING CONDITIONS -9pisgtem TedWemoa►NOS r�rgCar►�harzs TASK 3 NEEDS ASSESSMENT Terh"mmoon` Sfication Wo►►ksh 1 �OppoRuniGesnnd op Workshop2 Warkshop3 JnSuhrtons TASK4:IMPLEMENTATCON STRATEGY ':. 00010 ". asae^�[s ��aaox�•tas s,*..rs �I01�IldrfMl! Mtllsi�RkMe IfFIl11s1000 � aee;.�.a�ae� - armor'-aaa�aar � � aieeorr .>wrnw� ,>Qreures a ma:aase 1001 Te6Memoon�� / TrahScN/e dsComems m ohTmMonaganerti Final rrahScMonogement QY paw SysfemMastErP/rnr SysiemMasterman EXHIBIT D TOTAL TOTAL Task Hours Labor Cost Expenses PROJECT TASK 1 Project Management;and:"Coordination; 25 - $ 4;-075Y $.: ,200`� 4,275 TASK Existing-Conditions 296 $: _ 42,945 $ 2;250 $ 45,195: 2.1 Field Review 66 $ 8,280 $ 1,750 $ 10,030 2.2 GIS Database 84 $ 12,785 $ - $ 12,785 2.3 Non-Traffic Facilities 72 $ 9,740 $ 500 $ 10,240 2.4 Identify Deficiencies 74 $ 12,140 $ - $ 12,140 TASK3 Needs Assessment 177 $ 31,090 $ 1,600> 3.1 Needs Identification 74 1 $ 12,290 $ 100 $ 12,390 3.2 Stakeholder Workshops 40 $ 8,310 $ 1,500 $ 9,810 3.3 Opportunities and Recommended Solutions 71 $ 12,090 $ - $ 12,090. TASK-4. Implementation Strategy 103 $ 17;315 $ - `$ 17,315- 4.1 Prepare Traffic Management System Master Plan 56 $ 9,870 $ - $ 9,870 4.2 Gigabit Ethernet Backhaul Wireless Design 47 $ 7,445 $ 1001s 7,545 TOTAI HOi7RS 6pr 95;425:: " FEU A c R CERTIFICATE OF LIABILITY I DATE(MMIDDIY" +`..,.� INSURANCE 0702/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER: IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED,the pOIICy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may requlre an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Corinne Ford Woodruff-Sawyer&Co. PHONE FAX .; 415-989-992 San Francisco CA 94104 3 50 California Street, 12th Floor -MAIL ss: cford wsandco.com (415)391-2141 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Continental Insurance Company 35289 INSURED INSURER B. Illinois Union Insurance Com an 27960 Iter1700s Inc. INSURER c: National Fire Insurance Company of Hartford 20478 1700�amegie Avenue,Suite 100 Santa Ana,CA 92705-5551 INSURER D. Berkley National Insurance Company INSURER E: INSURER F; COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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ILSR TYPE OF INSURANCE ADDL BUSH POL CY EFFPOLICY EXP POLICY NUMBER DD M Dr/YYY LIMITS G, OENERALLIABILITY X X 4025751745 04/01/2012 04/01/2013 EACH OCCURRENCE $ 1,000,00( X COMMERCIAL GENERAL LIABILITY + j rren $ 1,000,000EREM " CLAIMS-MADE a OCCUR MED EXP(Any oneperson) 3 15,00 X PD Deductible -None PERSONAL tt ADV INJURY s 1,000,00 X _BI Deductible-None GENERAL AGGREGATE $ 2,000,0 i GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $ 2,000,000 X POLICY Ni LOC $ A AUTOMOBILE LIABILITY INGLE LIMIT X X 4025751759 04/01/2012 04/01/2013 Id r 1,000,000 X ANY AUTO Owned&Hired Autos BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per $ NOWNED P Auros Auros Comp.Ded.$500 ) X HIREOAl1Tos X TOSColl.Ded.$500 ROPERa7 DAMAGE $ I $ A X UMBRELLA LIAR IX OCCUR 4025751762 04/01/2012 04/01/2013 EACH OCCURRENCE $ 25 000,00 EXCESS LIAR CLAIMS-MADE AGGREGATE $ Include DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION 'VI WCSTATU- DTH. 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E.L.DISEASE-POLICY LIMIT $ 1,000,00 DESCbaba B Professional Liability G21656045009 04/01/2012 04/01/2013 Limit $5,000,000/Aggregate 5,000,000 Claims Made Form Retro-Date 01/01/1991 Deductible $50,000 4 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 701,Additional Remarks Schedule,It more space to required) { RE:Solicitation 11-027-Traffic Management System Improvement Study The City of Round Rock and its officers,employees,and elected officials are included as additional insured's,as the interest of each may appear,and Waiver of Subrogation applies,as respects General Liability and Auto Liability per forms attached.30 Day Notice of Cancellation applies to General Liability,Auto Liability and Workers'Compensation per forms attached. } Policies contain a 30 day notice of cancellation and a 10 day notice of cancellation for non-payment of premium. 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