Contract - Tanko Streetlighting Inc. - 3/9/2023 CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
FINAL OWNERSHIP SUPPORT OF THE
STREETLIGHT SYSTEM WITH
TANKO STREETLIGHTING,INC.
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to final ownership
support of the City of Round Rock's streetlight system (the "Agreement'), is made by and
between the CITY OF ROUND ROCK, a Texas home-rule municipal corporation with offices
located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and TANKO
STREETLIGHTING, INC., located at 220 Bayshore Boulevard, San Francisco, California 94124
(the"Consultant").
RECITALS:
WHEREAS, professional consulting services related to final ownership support of the
City's streetlight system(the"Project")are desired by the City; and
WHEREAS,City has determined that there is a need for the delineated services; and
WHEREAS,City desires to contract with Consultant for these services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated as provided herein.
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B. The term of this Agreement shall commence upon the effective date hereof and
terminate upon successful completion of the services.
C. City and the Consultant reserve the right to review the Agreement at any time,
and may elect to terminate the Agreement with or without cause or may elect to continue.
2.0 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "A," which shall be referred to as the Proposal and Exhibit "A"
titled "Proposal," which shall be referred to as the Scope of Services of this Agreement. Said
attached Exhibit"A" shall be incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "A." Consultant shall perform services in accordance with this Agreement, in
accordance with the appended Proposal and Scope of Services and in accordance with due care
and prevailing consulting industry standards for comparable services.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged, and may only
be modified by a written Supplemental Agreement executed by both parties as described in
Section 9.0.
4.0 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not-to-exceed One Hundred Seventy-Two Thousand
Eight Hundred Sixty-Five and No/100 Dollars($172,865.00)as set forth in Exhibit"A."
5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
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Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
hgps://www.roundrocktexas. og v/wp-content/ul2loads/2014/12/corr insurance 07.20112.pdf
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the services under this Agreement are completed, or the date the City receives a correct
invoice for the services, whichever is later. Consultant may charge interest on an overdue
payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes
overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
8.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
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such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
9.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
10.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, with the understanding that immediately upon receipt of
said notice all work being performed under this Agreement shall cease. Consultant shall invoice
the City for work satisfactorily completed and shall be compensated in accordance with the terms
hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for work terminated under this Agreement.
Unless otherwise specified in this Agreement, all data, information, and work product related to
this Project shall become the property of the City upon termination of this Agreement, and shall
be promptly delivered to the City in a reasonably organized form without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
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If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City,the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved,directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
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(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
13.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
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subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement(other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts,techniques, methodologies, ideas,templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non-transferable, royalty-free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have a non-exclusive, non-transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
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the extent that they form part of the Deliverables.
14.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
15.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include,without limitation, loss of data, loss of profits and loss of savings of revenue.
16.0 INDEMNIFICATION
Consultant 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 Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant 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 Consultant, its agents, or employees.
17.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval,which approval shall not be unreasonably withheld.
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18.0 LOCAL,STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf,
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.0 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
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at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
20.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, 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 hereunder.
21.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Brian Kuhn
Assistant Director
Transportation Department
3400 Sunrise Road
Round Rock, Texas 78665
bkuhnaroundrocktexas. og_v
The Consultant hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Jason Tanko
Chief Executive Officer
Tanko Streetlighting, Inc.
220 Bayshore Boulevard
San Francisco, CA 94124
jasonntankolighting com
22.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
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Notice to Consultant:
Tanko Streetlighting, Inc.
220 Bayshore Boulevard
San Francisco, CA 94124
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
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26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement.Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
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Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
[Signatures on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas Tanko S eetlighting, Inc.
By: By:
Printed Name:-_v- 0 Printe e: Jason Tanko
Title: Title: Chief Executive Officer
Date Signed: Date Signed: 2/16/23
For City, Attest:
By: & a!-)11—
City Clerk 'pt
�el-f�. E�ards
For City, Approved as to Form:
By:i
Stephan reL. re, City Attorney
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Exhibit "A"
. . �
ighting
STREETLIGHTPROPOSAL FOR FINAL OWNERSHIP SUPPORT OF
• • THE
CITY OF ROUND ROCK,
Submitted by: Submitted to: February 6, 2023
Jason Tanko Brian Kuhn Copyright
Chief Executive Officer Assistant Director—Transportation February 6, 2023
Tanko Streetlighting, Inc. City of Round Rock By Tanko Lighting
220 Bayshore Boulevard Round Rock City Hall All rights reserved
San Francisco, CA 94124 221 E Main St.
jason@tankolighting.com Round Rock,TX 78664
bkuhn@roundrocktexas.gov
Exhibit "A"
CITY OF ROUND ROCK, OWNERSHIP PROJECTI TANKO LIGHTING
TABLE OF CONTENTS
Tableof Contents.................................................................................................................................................... 2
CoverLetter............................................................................................................................................................. 3
Scopeof Work......................................................................................................................................................... 4
Phase1: Ownership Support............................................................................................................................... 4
Task1: Municipal Process Support................................................................................................................... 4
Task 2: Ownership Negotiations & Consulting Services ................................................................................... 5
Task 3. Final Coordination of Ownership Transfer ............................................................................................ 6
Phase2: LED Conversion ..................................................................................................................................... 6
Task1: Design................................................................................................................................................... 6
Task2. LED Conversion Plan.............................................................................................................................. 9
Task 3. LED Conversion Plan Implementation ................................................................................................. 10
OptionalAdders ................................................................................................................................................. 10
PoleLabeling (Optional) .................................................................................................................................. 10
Remedy of Miss-Billings (Optional) ................................................................................................................. 10
Photometric Overlay (Optional) ...................................................................................................................... 11
Custom Design for Decorative Fixtures (Optional).......................................................................................... 11
Pricing.................................................................................................................................................................... 12
F Page 2 of 13
Tanko�rfighting Content is proprietary and confidential.
www.tdrikoiigliting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3625
Exhibit "A"
CITY OF R OUND ROCK, TX I FINAL STREETILIGHT OWNERSHIP PROJECTI TANKO LIGHTING
COVER LETTER
February 6, 2023
Brian Kuhn
Assistant Director—Transportation
Round Rock City Hall
221 E Main St.
Round Rock,TX 78664
bkuhn@roundrocktexas.gov
Dear Mr. Kuhn,
Tanko Streetlighting, Inc. ("Tanko Lighting') appreciates the opportunity to submit this proposal for final ownership support
of the streetlight fixtures within the City of Round Rock.
As you know, we recently completed the audit and data reconciliation of the streetlights within the City and are currently
in the process of completing the initial ownership support activities. We anticipate the completion of those activities shortly
and are thus providing our proposed final scope of services to support this project.
Please let us know should you have any questions. We look forward to your feedback.
Regards,
Jason Tanko
Chief Executive Officer
Enclosures
' Page 3 of 13
�►-® Content is proprietary and confidential.
TankoLighting
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 P 415.254.7579 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETILIGHT OWNERSHIP PROJECTI TANKO LIGHTING
SCOPE OF WORK
Phase 1: Ownership Support
This phase will implement additional tasks to prepare the City for a Council vote on whether to pursue streetlight acquisition.
If the City votes affirmatively,this phase will also include activities to support the City through the acquisition process.
Task 1: Municipal Process Support
Our previous contract ended with our team providing the City with drafts for the Letter of Intent, First Offer Letter, and
Final Offer Letter to support communications with the utility. We will continue our support by leading the City through the
process of submitting these communications, including the required details and timing of submissions.
Additionally,we will introduce the City to our streetlight ownership Progression Plan,which outlines the path and required
steps necessary to prepare for the Council to vote on whether to pursue acquiring the ownership of the streetlights. There
are two essential elements in the Progression Plan:the Project Schedule and the Four Protocols:
• Protect Schedule: This is customized to the City's particular administrative process, including timing for review and
approval of documentation, agenda management, Council meetings, closed sessions, etc. The Project Schedule is
updated regularly to accommodate the City's timing and project status updates.
• Four Protocols: These Protocols are key to understanding the process. They explain the actions necessary at each
stage of the process—from initiation to investigation and discovery, moving into negotiations, and ultimately lead
to the City's determination of its course of action.
Regularly recurring meetings will be scheduled to assist the City with moving through the proposed Progression Plan.
Our team will also provide comprehensive services to support the City in the exploration of its options regarding potentially
obtaining ownership of its streetlight assets, including:
• Assisting the City with the tasks and timing necessary as it moves through each potential stage of the Progression
Plan
• Providing sample documentation and supporting materials as required or necessary
• Initiating and leading negotiations with the utility, as necessary
• Presenting analyses, strategies and options to City staff and Council members via webinars, phone calls and/or a
limited number of meetings
• Developing a post-acquisition maintenance strategy that includes the City's options for both routine and emergency
maintenance services for consideration prior to any decision for the potential acquisition
• Providing assistance and coordination to support the City's legislative and/or public relations efforts related to its
proposed ownership initiative
• Connecting the City with a third-party financing entity, if needed
• Consulting with City legal representatives on the path to potential ownership
• Providing background evidence, case law, data, research, legal arguments, and precedence to support a legal
approach to purchase the streetlight system (if necessary). Please note that Tanko Lighting is not comprised of
licensed attorneys. Thus, our team will merely coordinate with City staff, and/or with the City's legal counselor(s)
and provide consulting services with streetlight expertise.
Page 4 of 13
�~++ Content is proprietary and confidential.
TankoLighting
.r
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETILIGHT OWNERSHIP PROJECTI TANKO LIGHTING
Deliverables:
• Progression Plan: An overview of the Progression Plan and the initial steps for this project stage.
• Project Schedule: The Project Schedule will be provided at the initiation of the project and is updated throughout
the project duration to accommodate City requirements and needs.
• Supporting Documentation: Case law, data, and other background materials to support the City's efforts for the
potential purchase of the streetlight system.
• Municipal Process Support: Draft, sample, and necessary documentation, meetings, and research to support this
stage of the Progression Plan.
Task 2: Ownership Negotiations & Consulting Services
If the City Council affirmatively votes to pursue acquisition of the streetlights, the court process begins. Throughout this
process,the City will always remain open to a negotiated settlement and Tanko Lighting will provide supporting consulting
services for both possibilities of legal or negotiated resolution (even if they are concurrent)through the following activities:
• Assisting the City with the tasks and timing necessary as it moves through each potential stage
• Providing sample documentation and supporting materials as required or necessary
• Regularly recurring meetings to assist the City with moving through the proposed Progression Plan
• Participating and leading negotiations with the utility as necessary
• Presenting analyses, strategies and options to City staff and Council members via webinars, phone calls and/or a
limited number of meetings
• Providing assistance and coordination to support the City's legislative and/or public relations efforts related to its
proposed ownership initiative
• Consulting with the City's legal representatives on the path to potential ownership
• Providing background evidence, case law, data, research, legal arguments, and precedence to support a legal
approach to purchase the streetlight system (if necessary). Please note that Tanko Lighting is not comprised of
licensed attorneys. Thus, our team will merely coordinate with City staff, and/or with the City's legal counselor(s)
and provide consulting services with streetlight expertise. All court appearances, court filings, court costs, utility
appraisal fees, filing fees, attorney's fees, legal costs/services, and expert witness fees will be the City's
responsibility
• Providing consulting services to both the City and the City's attorney with expertise and vast knowledge of utilities,
context and technical aspects of streetlights, experience with other acquisitions, and comprehensive knowledge of
the streetlighting industry
• Support of determination of the system's value and purchase price, including assistance with depositions, data on
previous sales, rate analysis, etc.
All potential court appearances, court filings, court costs, utility appraisal fees, filing fees, attorney's fees, legal
costs/services, and expert witness fees will be the City's responsibility.
Deliverables:
• Supporting Documentation: Case law,data,and other background materials and sample documentation to support
the City's legal case for the potential purchase of the streetlight system.
• Streetlight Ownership Offer from Utility: Tanko Lighting's efforts may result in a viable offer as a result of
negotiations, mediation, arbitration, or a Commissioners' award of the streetlight assets (if the City decides to
pursue streetlight acquisition). A viable offer will potentially include such elements as:
o Projected date of transfer
o Definition of assets(and estimated quantity)
Page 5 of 13
41111111—"0TankoLig hti ng Content is proprietary and confidential.
www.tankolighting.com 1220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 I F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETILIGHT OWNERSHIP PROJECTI TANKO LIGHTING
o Fusing/electrical requirements
o Points of demarcation, and
o Valuation, etc.
Task 3. Final Coordination of Ownership Transfer
Once the City is granted a Commissioners' award of ownership of the streetlight system, there will be a period of time in
which final negotiations and transfer of assets will occur. The duration of this process is highly variable —and could last
several months or years.
During this period, our team will continue to support the City, culminating in a final bill of sale and transition of streetlight
assets to the City, including such activities(if necessary) as:
• Coordination of utility correspondence/negotiations
• Review of the pole attachment agreement terms
• Review of purchase and sale agreement terms(including separation requirements)
• Support of final determination of the system's value and purchase price, including assistance with depositions,data
on previous sales, rate analysis, etc.
All potential court appearances, court filings, court costs, utility
appraisal fees, filing fees, attorney's fees, legal costs/services,
and expert witness fees will be the City's responsibility.
Deliverables: -
• Ongoing Coordination: Support activities, including
document review, contract and/or financial
negotiations/correspondence with the utility,
consulting, etc.to ensure the final transfer of streetlight
assets to the City.
1n
t,
Phase 2: LED Conversion IS.
If the City pursues streetlight acquisition, it is critical that its
system be optimized for energy savings via a conversion to light
emitting diode (LED) fixtures. This phase will ensure that a
replacement design and implementation plan are prepared so B
the City can expedite its transition to LED fixtures. Municipality of
Ta n kov i I I e LED S9eet L&W Desgn-Fixture OveMew
•22W Type It 2.492 axtures Desmon Awroved By
Task 1: Design ■22W Type IV:135 A....
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s experience, a comprehensive LED streetlight —43W Type III191tatuns TAe'
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conversion project is the ideal opportunity for a municipality to UU]Flares:3,1149 Data,
r1
reassess its entire streetlighting design and ensure that field `--'Town Boundary !,-Tarso
Tanko Lighting's Municipal Overview Map shows an entire
municipality with recommended replacement fixtures.
Page 6 of 13
Content is proprietary and confidential.
TankoLighting
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETILIGHT OWNERSHIP PROJECTI TANKO LIGHTING
conditions are optimized for all applications in the design.
To achieve this, our team routinely conducts municipal-wide
design processes for each of its turn-key streetlighting
projects.
It should be noted that we can implement this task prior to
ownership transfer, upon the City's request. The benefit of
completing this task sooner is that the City could proceed
with LED conversion of any of the streetlights currently
owned by the City, as well as have the design prepared so as
to streamline LED conversion once it purchases the utility-
owned streetlights.
Our goal will be to provide the City with an appropriate
replacement design that includes the brand of fixture,
photocell, replacement wattages, color temperatures,
distribution patterns and other appropriate settings and
options to optimize the LED streetlight retrofit. The design
will ultimately result in a replacement plan for all existing
streetlights that includes photometric data, lifecycle cost
analysis (including the initial capital outlay), net present
value and return on investment, energy savings, as well as
maps of the replacement plan (see sample map on previous
page). Examples of the different light distribution patterns from an HPS
fixture(top)vs.an LED fixture(bottom).
In our experience, a critical initial step in proper design
involves photometric analysis—which is an examination of the distribution or "spread" of light from the fixture onto the
ground. Whereas a typical High Pressure Sodium (HPS) fixture indiscriminately throws the light in all directions, a typical
LED fixture pinpoints the light spread to where it is needed most—on the roadway(see graphic to the right).
Given that an LED streetlight conversion is a significant investment, ensuring that the replacement LED fixtures properly
distribute the light is imperative before the installation phase begins. The only way to confirm that the LED replacement
fixtures improve the existing conditions is to model the light spread of the existing and replacement fixtures.
Tanko Lighting is seasoned in this type of modeling. Our proven process may include both theoretical photometrics
modeling(demonstrating the light distribution from an aerial perspective at the fixture location),as well as photopic(which
measures the light that the cones of the eyes typically perceive)and scotopic(which measures the light that the rods of the
eyes typically perceive) field measurements obtained from directly under the fixture and at varying distances to the sides
of and across the street from the fixture.The results from these models portray the most accurate existing and replacement
conditions that verify that the replacement LED fixtures will improve the system.
Tanko Lighting's approach to comprehensive design typically includes the following elements:
• Providing typical photometric renderings based on assumptions, including wattage, distribution type, pole
height, spacing etc.
• Organizing the streetlight infrastructure by roadway classifications (such a residential, collector and arterial)
and conducting a minimum of three theoretic photometric renderings for replacement fixtures of the City's
preferred fixture brands and lines. Developing theoretic photometric renderings for one typical existing fixture
Page 7 of 13
� Content is proprietary and confidential.
TankoLighting�
www.tankoligfiting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 I F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJECTI TANKO LIGHTING
per main roadway classification (one for residential, one for collector and one for arterial) to demonstrate
baseline conditions and aid in fixture and manufacturer selection. Please note these theoretical photometric
renderings are distinct from photometric overlays, which are described in more detail in the Optional Adders
section, below.
• Applying standard LED replacement wattage recommendations based on the location of each existing HPS
fixture.
• Addressing distribution pattern needs for the specific roadway types and neighborhood characteristics (such
as cul-de-sac locations)to ensure a tight light distribution pattern and minimize backlighting.
• Conferring with the City's safety coordinators and police officers to solicit feedback on areas that are currently
over-or under-lit and are public safety concerns.
• Coordinating an optional pilot project installation, including selecting appropriate fixture(s) to pilot, identifying
locations to pilot in, obtaining fixtures and coordinating with an installer. Tanko Lighting recommends that the
pilot include the installation of 8-10 fixtures, presumably in groups of 2, to evaluate differences in color
temperature, wattage, etc. Upon request, Tanko Lighting may conduct photopic/scotopic field light
measurements, as well as manufacturer-provided photometric analyses before and after sample fixture
installations to confirm that the theoretical design is appropriately meeting field conditions. If the City is
interested in a pilot installation,Tanko Lighting can provide pricing upon request.
• Reviewing additional data sets (upon request and only if there is readily-available data) to identify potential
areas in need of special consideration (such as available data on important localized land uses (e.g. parks,
schools, hospitals, etc.), pedestrian, vehicle use and crash data, relative volumes of pedestrian and bicycle
activity, unique neighborhood characteristics) and incorporating the analysis of the additional data into the
design recommendations.
• Selecting appropriate wattages and distribution types for replacement fixtures to meet the City's needs,while
maintaining the objective of providing a simplified design that standardizes inventory (so that the system has
consistency and can be more easily maintained over time).
• Applying the City's preferred products,typical models and special considerations to its GIS inventory to produce
maps of the type and wattages by location (see sample map on the previous page),as well as an analysis of the
total cost, incentives, savings, and payback for the potential retrofit design.
• Presenting the options and total cost/incentives/savings/payback to the City and obtain its final approval on
design.
Our team will guide the City through how to interpret the photometrics, reviewing how the results indicate the products'
spread of light, the distances the fixtures reach, how much back light is present(which is wasted light), how much light is
distributed directly under the fixture, and the general containment of light in the road/right-of-way. The interpretation of
the photometrics data will enable the City to confidently choose a fixture that meets its preferences.
0%
E '• Page 8 of 13
_`-- Content is proprietary and confidential.
TankoLig hti ng
t , d
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJFCTJ TANKO LIGHTING
We provide an interactive design web map to facilitate our design process. Please see the graphic below.
o • i
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A sample of our interactive design web map.
The overall benefits to Tanko Lighting's design approach include:
• Standardization —The City is ensured that there is a consistent design method resulting in wattage continuity
on its streets. Standardization also leads to a reduction in the variety of fixtures that the City must keep in its
inventory
• Safety — Based on the most updated field conditions, the City can be assured that the design matches the
system's current needs and results in improved public safety from streets no longer being under or over lit
• Efficiency —The process takes a very thorough approach by examining all relevant field factors and thereby
maximizes the available savings by utilizing the most efficient design,while meeting light output needs
• Streamlined Installation—The process allows for the development of a detailed scope of work(via a map of all
replacements) by fixture for the installers to follow in the field — which enables more efficient materials
gathering at the start of each work day
Deliverables:
• Replacement Plan Maps: City-wide maps with recommended LED replacement wattages for the City to review
and approve.
• Pilot Installation (Optional): Coordination of a pilot installation of a minimum number of City-preferred
products.
Task 2. LED Conversion Plan
Once ownership of the system is granted to the City, we will develop and provide an LED Conversion Plan. The plan will
prepare the City for the final project phase, in which the streetlight fixtures are converted to LED. While the plan will be
provided to the City in this task, please note that implementation of the plan will commence upon the City's approval of the
Page 9 of 13
4op►—00 Content is proprietary and confidential.
TankoLighting
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJECTI TANKO LIGHTING
plan, as well as execution of a contract amendment to increase the budget for the final costs (additional costs such as for
materials, installation, etc.), and upon final ownership transfer to the City.
The LED Conversion Plan will include a strategy outlining the City's selected fixtures, a scope of work for our ongoing
support, the City's preferred approach to procurement of materials and installation, as well as a schedule for
implementation and costs and savings for this phase.
Deliverables:
• LED Conversion Plan: A strategy documenting logistics, as well as schedule, costs and savings associated with the
LED conversion of the streetlights that the City will ultimately own.
Task 3. LED Conversion Plan Implementation
Once the City has reviewed and approved the LED Conversion Plan,our team will implement the strategies and provide the
deliverables outlined in the plan, including materials procurement, installation contractor selection,financing(if requested),
installation management, commissioning, and rate changes.
Optional Adders
Pole Labeling (Optional)
Upon request from the City,Tanko Lighting will specify number sequence, tag characteristics, material specifications and
location on the pole for a City pole ID system.This may include a specific label indicating City ownership.Typically,we specify
a tag recommendation that consists of five to seven digits. We will also procure the approved materials and have our field
staff install them on the poles (provided that the installation is system-wide and installed on the poles within an arm's
reach). We will provide the City with a scope of work and pricing for this task, upon request.
Remedy of Miss-Billings (Optional)
There are often data discrepancies between a municipality's streetlight utility bill and actual field conditions. Additionally,
historic streetlight utility billing errors are common for streetlight systems. These sorts of issues can result in inaccurate
streetlight utility bills—often amounting to unnecessary and significant costs for a municipality.
As a part of our standard data reconciliation process,we provided the Data Reconciliation Report to the City and utility that
can be used to remedy location, quantity and wattage discrepancies. These discrepancies need to be dealt with directly
with the utility to update the billing and realize savings. Successful remedy of these issues can result in significant savings
on streetlight bills.
Should the City require additional assistance reconciling the discrepancies with the utility to credit the City for any miss-
billings,we can perform this service either upon completion of the data reconciliation process, or during the final purchase
negotiations with the utility. We will provide the City with a scope of work and pricing for this task, upon request.
;
Page 10 of 13
�►� Content is proprietary and confidential.
TankoLighting
www.tankolighting.com 1220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 I F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJECTI TANKO LIGHTING
Photometric Overlay (Optional) N <. .14
Upon request, the theoretical photometric renderings we typically provide A
can also be customized into photometric overlays for specific fixture
locations within the City. See graphic to the right for a sample photometric i
overlay. Each fixture's overlay will:
• Be an approximation based on theoretical manufacturer � -
representations of the LED replacement fixture (note that it will
exclude immediate existing conditions). '0
• Consist of a single fixture part number at one fixture location.
• Be represented at the location of the existing fixture. i r, R k €
We recommend a maximum of 8 — 12 overlays for one area (beyond this
we will need to adjust the ricin Should the Cit be interested in r. `
quantity, J pricing).g)� Y
pursuing this option, we will offer it as an adder price of $550 per
photometric overlay.
Custom Design for Decorative Fixtures (Optional)
If the City has decorative fixtures that need to be designed, we will offer a r
basic LED replacement option (defined as any non-cobra head fixture where f f r
the design can be determined through the audit process,or has already been
designed), per our standard design process. Any decorative fixture beyond
this will require a custom LED replacement design, which we will offer as an Example of three photometric overlays.
adder lump sum price of$850 per custom design created (not on a per fixture
basis). This adder will include the costs of designing the custom LED retrofit, including sending a contractor to measure the
fixture, designing a custom insert, working with a metal fabricator to create a sample, etc.
Page 11 of 13
►—® Content is proprietary and confidential.
TankoLighting
www.tankolignting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJECTI TANKO LIGHTING
PRICING
Please find our proposed pricing in the table below. Please note that this pricing and is valid for sixty (60) days from the
date of this proposal.
Proposed Pricing
Phase Activity Task Proposed Pricing Estimated Extended
Quantity Price
Phase 1 Ownership Task 1: Municipal Process $7,500.00 fixed fee 1 $7,500.00
Support Support lump sum
Task 2: Ownership Total fee of$65,000.00 1 $65,000.00
Negotiations&Consulting
Services
Task 3: Final Coordination Total fee of$27,500.00 1 $27,500.00
of Ownership Transfer
Phase 2 LED Task 1: Design $10.00 per fixture 4,865 $48,650.00
Conversion
Task 2: LED Conversion Plan Included at no extra 1 Included at no
charge extra charge
Task 3: LED Conversion Plan TBD—To be provided 1 TBD—To be
Implementation during the LED provided
Conversion Plan, during the
outlining costs such as LED
materials and Conversion
installation Plan, outlining
costs such as
materials and
installation
Adder Custom Design for $850.00 per Custom 10 $8,500.00
Decorative Fixtures Fixture Type
(Optional) (estimated 10 fixture
types)
Subtotal: $157,150.00
Contingency(@ 10%): $15,715.00
TOTAL NOT TO EXCEED CONTRACT AMOUNT: $172,865.00
Page 12 of 13
41111110—--am Content is proprietary and confidential.
TankoL ighting
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626
Exhibit "A"
CITY OF ROUND ROCK, TX I FINAL STREETLIGHT OWNERSHIP PROJECTI TANKO LIGHTING
• Proposed Payment Terms:
o Phase 1: Ownership Support
■ Task 1: Tanko Lighting will invoice the City for the Municipal Process Support task upon submission
of the draft and sample documentation that supports this stage of the Progression Plan.
■ Task 2: The total cost for Task 2 is $65,000, which may be either a lump sum payment or two
distinct and separate payments,depending on the evolution of the Progression Plan and the timing
of the potential offer.
• If the City obtains a viable offer as a result of negotiations(prior to a Commissioners'court
award of possession), a flat fee of$65,000 is due upon receipt of the offer.
• Alternatively, if the negotiations follow the more likely process, then the $65,000 will be
divided into two pay points:
o Pay Point 1: Aflat fee of$30,000 will be due upon initial submission of court filings,
documents, and/or proceedings.
o Pay Point 2: An additional flat fee of$35,000 will be due upon receipt of a viable
offer that may be the result of negotiations, mediation, arbitration, or a
Commissioners' court award of possession of the streetlight assets in favor of the
City.
■ Task 3:Tanko Lighting will invoice the City for Final Ownership Transfer Coordination at 25%of the
price for this Task every three months after the commencement of this task, culminating in the
final balance to be billed upon full completion of the asset transfer.
o Phase 2: LED Conversion
■ Task 1: Tanko Lighting will invoice the City for the Design upon submission of the design
deliverables.
■ Task 2: Tanko Lighting will invoice the City upon submission of the deliverable for this task.
■ Task 3: Tanko Lighting will invoice the City for the LED Conversion Plan Implementation based upon
shipment of materials and the remaining amounts on a monthly basis, based on the quantity of
fixtures installed each month.
■ Adder: Tanko Lighting will invoice the City for the Custom Design for Decorative Fixtures upon
submission of each design.
o The City shall pay Tanko Lighting within thirty(30) days of receipt of invoices.
' Page 13 of 13
--+ Content is proprietary and confidential.
., TankoLighting
www.tankolighting.com 1 220 Bayshore Blvd I San Francisco,CA 94124 1 P 415.254.7579 1 F 415.822.3626