CM-07-06-157CITY OF ROUND ROCK AGREEMENT FOR
. PROFESSIONAL CONSULTING SERVICES
WITH RCC CONLTANTS. INC.
THIS AGREEMENT (the "Agreement") for professional consulting services relates to
review of a proposed interlocal agreement whereby the City would become a participant in the
Williamson County Radio Communications System, to review of a fire station alerting product,
and to assistance in developing a radio frequency transition plan. This 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 RCC
Consultants, Inc. (the "Consultant"), with offices located at 10700 North Freeway, Suite 610,
Houston, Texas 77037.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional 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:
1.01 EFFECTIVE DATE, DURATION, AND TERM
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 or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than twelve (12) months from the effective date
of this Agreement.
City reserves the right to review the Agreement at any time, including at the end of any
deliverable or phase or task, and may elect to terminate the Agreement with or without cause or
may elect to continue.
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Twenty-three Thousand Seven Hundred
Ninety-one Dollars and 40/100 ($23,791.40), in payment for services and the Scope of Services
deliverables as delineated in Exhibit "A" attached hereto and incorporated herein for all
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purposes. This amount includes expenses which are deemed reimbursable under this Agreement
as delineated in Section 1.04.
1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignments delineated herein, and such Scope of Services is delineated in Exhibit "A" attached
hereto and incorporated herein for all purposes.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services and deliverables described under the
referenced Scope of Services within the contract term specified in Section 1.01. Consultant's
undertakings shall be limited to performing services for City and/or advising City concerning
those matters on which Consultant has been specifically engaged. Consultant shall perform its
services in accordance with this Agreement and with the referenced Scope of Services.
Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Services set forth in
Exhibit "A." However, either party may make written requests for changes to the Scope of
Services. To be effective, a change to the Scope of Services must be negotiated and agreed to in
all relevant details, and must be embodied in a valid Supplemental Agreement as described in
Section 1.05 hereof.
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, City agrees to pay Consultant as follows: Fees and reimbursable expenses for the
listed deliverables in the total amount of Twenty-three Thousand Seven Hundred Ninety-one
Dollars and 40/100 ($23,791.40) shall be paid by City in the following manner:
To receive payment, Consultant shall submit detailed monthly invoices to City for
services rendered and reimbursable expenses incurred, as delineated in Exhibit "A." If City has
any dispute with services performed, then City shall notify Consultant within thirty (30) days
after receipt of invoice. In the event of any dispute regarding the services performed, then and in
that event Consultant shall either (a) satisfactorily re -perform the disputed services or (b) provide
City with an appropriate credit.
Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement to this Agreement, Consultant's total compensation for consulting
services and reimbursable expenses hereunder shall not exceed Twenty-three Thousand Seven
Hundred Ninety-one Dollars and 40/100 ($23,791.40). This amount represents the absolute limit
of City's liability to Consultant hereunder unless same shall be changed by additional
Supplemental Agreement, and City shall pay, strictly within the not -to -exceed sum recited
herein, Consultant's professional fees for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
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Additions: No additions shall be made to Consultant's compensation based upon project
claims, whether paid by the City or denied.
1.05 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 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
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.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following delivery of all deliverables, Consultant shall
prepare and submit detailed monthly progress invoices to City, in accordance with the
delineation contained herein, for services rendered. Such invoices shall track the referenced
Scope of Services, and shall detail the services performed and reimbursable expenses incurred,
along with documentation for each service performed and reimbursable expense incurred.
Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and
approved by City. Such invoices shall conform to the schedule of services and costs in
connection therewith.
Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this regard, should City determine it necessary,
Consultant shall make all records and books relating to this Agreement available to City for
inspection and auditing purposes.
Payment of Invoices: 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, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.10 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 City or because of amounts which City has a right to withhold under this Agreement or state
law. 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.
1.07 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the Scope of Services to be performed is enumerated in
Exhibit "A" herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything contained herein to the contrary, the parties agree that City
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retains absolute discretion and authority for all funding decisions, such to be based solely on
criteria acceptedby City which may be influenced by but not dependent on Consultant's work.
1.08 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by its budget for the fiscal year in question. City may effect such termination by
giving Consultant written notice of termination at the end of its then -current fiscal year.
1.09 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days after the City receives the supplies, materials,
equipment, or the day on which the performance of services was completed or the day on which
the City receives a correct invoice for the service, whichever is later. Consultant may charge a
late fee (fee shall not be greater than that which is permitted by Texas law) for payments not
made in accordance with this Prompt Payment Policy; however, this policy does not apply to
payments made by the City in the event:
(1)
There is a bona fide dispute between City and Consultant concerning the supplies,
materials, services or equipment delivered or the services performed that causes
the payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(3)
There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed that causes the payment to be late; or
(4) The invoice is not mailed to City in strict accordance with instructions, if any, on
the purchase order or contract or other such contractual agreement.
1.10 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City, upon fifteen (15) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice 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 City
upon termination of this Agreement, and shall be promptly delivered to City in a reasonably
organized form without restriction on future use. Should City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
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Termination of this Agreement shall extinguish all rights, duties, and obligations of the
parties 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 City to pay for any work which is
unsatisfactory as determined by City or which is not submitted in compliance with the terms of
this Agreement.
Default: City may terminate this Agreement, in whole or in part, for default if City
provides Consultant with written notice of such default and Consultant fails to cure such default
to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater
time if permitted by City).
If Consultant defaults in performance of this Agreement and if City terminates this
Agreement for such default, then 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
City, the cost to City of employing another firm to complete the useable work, and other factors
will affect the value to City of the work performed at the time of default. Consultant shall not 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 City 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 herein shall require City to pay for any work deemed unsatisfactory by
City, or which is not submitted in compliance with the terms hereof.
1.11 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not 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 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 services required by this Agreement will be performed.
(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 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
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 City.
1.12 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither 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.
1.13 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for. City
shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. City shall furnish information which
includes but is not limited to access, preliminary information, pertinent correspondence with
other local municipal and planning officials, previous market analyses or feasibility studies, and
other pertinent information. Consultant agrees, within ten (10) days of the effective date of this
Agreement, to provide City with a comprehensive and detailed information request list.
1.14 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by 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.
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The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
All data relating specifically to 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. 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 a
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 party 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 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, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to 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 the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. 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 the extent that they form part of the Deliverables.
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1.15 WARRANTIES
Consultant warrants that all services performed hereunder shall be consistent with
generally prevailing professional industry standards, and shall be performed in a professional and
workmanlike manner. Consultant shall re -perform any work not in compliance herewith.
1.16 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement,
then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant
shall either promptly re -perform such services to City's satisfaction at no additional charge, or.
(b) if such deficient services cannot be cured within the cure period set forth herein in Section
1.10, 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 City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
1.17 INDEMNIFICATION
Consultant and City each agree to indemnify, defend and hold harmless the other from
and against any and all amounts payable under any judgment, verdict, court order or settlement
for death or bodily injury or the damage to or loss or destruction of any real or tangible personal
property to the extent arising out of the indemnitor's negligence in the performance of this
Agreement.
Consultant agrees to indemnify, defend and hold harmless City from and against any and
all amounts payable under any judgment, verdict, court order or settlement for Third Party claims
of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have
occurred and arising from the deliverables provided by Consultant to City in connection with the
performance of this Agreement. Should City's use of such deliverables be determined to have
infringed, Consultant may, at its option: (i) procure for the City the right to continue using such
deliverables provided or (ii) replace or modify them to make their use non -infringing while
yielding substantially equivalent results. If neither of the above options are or would be
available on a basis that is commercially reasonable, then Consultant may terminate this
Agreement, City shall return such deliverables provided, and Consultant will refund to City the
fees paid for the deliverables provided. This infringement indemnity does not cover claims
arising from the combination of such deliverables with products or services not provided by
Consultant; the modification of such deliverables by any person other than Consultant;
deliverables complying with or based upon (1) designs provided by or at the direction of City or
(2) specifications or other information provided by or at the direction of City; or use of systems,
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materials or work performed in a manner not permitted hereunder or by another obligation of
City to Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim. The indemnified party shall have the right, at its option and expense, to participate in
the defense of any suit or proceeding through counsel of its own choosing.
1.18 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.
1.19 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. 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, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.20 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the
term of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, 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.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non -renewal or any material change in coverage, a notice thereof shall be given to
City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant 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) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of Consultant.
(3) Terms "the City" or "the City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees
and agents in their official capacities, or while acting on behalf of the City of Round
Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured Retentions
of whatever nature.
(5) Consultant and City shall mutually waive subrogation rights each may have against
the other for loss or damage, to the extent same is covered by the proceeds of
insurance.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with City.
1.21 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, with the Charter and Ordinances of the City of
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Round Rocic, 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 such permits, licenses, marks and rights shall belong solely to City at the expiration
of the term of this Agreement.
1.22 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 under this
Agreement.
1.23 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Rick White
Logistics and Research Unit
Round Rock Police Department
615 East Palm Valley Boulevard
Round Rock, Texas 78664
(512) 218-5524
Email: rwhiteAround-rock.tx.us
Consultant hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
Gregory A. Munchrath, P.E.
Senior Vice President and Western Division Manager
RCC Consultants, Inc.
10700 North Freeway, Suite 610
Houston, Texas 77037
(281)999-1441
1.24 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:
RCC Consultants, Inc.
100 Woodbridge Center Drive, Suite 201
Woodbridge, New Jersey 07095
Attention: Michael W. Hunter, President and Chief Executive Officer
AND TO:
RCC Consultants, Inc.
10700 North Freeway, Suite 610
Houston, Texas 77037
Attention: Gregory A. Munchrath, P.E., Senior Vice President
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, 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 City and Consultant.
1.25 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 govemed by and construed in accordance with the laws and court decisions of Texas.
1.26 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
understand and 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.
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1.27 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
City and 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.
1.28 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
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.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to the City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.29 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.
1.30 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 according to generally accepted business/industry practices.
13
1.31 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
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.
This Agreement may be executed in multiple counterparts, which taken together shall
be considered one original. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Title: l Ty mci A)11 d -E2
Date Signed: (p a 9-07
RCC Consultants, Inc.
Title: pat- , 1 C).rs /c6V
Date Signed: 62 /a0/67
14
Attest:
Christine R. Martinez, City Secretary
For i , Ap . roved to Form:
tep
L. Sheets, City Attorney
el -no
cc
CONSULTING SERVICES
SCOPE OF WORK
FOR THE
CITY OF ROUND ROCK TEXAS
May 14, 2007
RCC Consultants, Inc.
RCC Consultants, Inc., (RCC) proposed scope of work has been prepared in response to a
request by the City of Round Rock, Texas for assistance in regards to specific tasks as
outlined below.
Task 1—Review of Proposed Williamson County/City of Round Rock Interlocal
Agreement
RCC will review a certain proposed Interlocal Agreement ("ILA") between the City of
Round Rock (City) and Williamson County, and advise the City on the potential
consequences if City enters into the ILA as it is now written and becomes a
participant in the Williamson County Radio Communications System (the "Additional
Services"). This review will be based on RCC's experience in developing similar
multi -agency ILAs and will focus on potential areas of concem and how the
agreement could be modified to serve the best interests of all the parties.
Task 1 Deliverable – RCC will provide a memorandum that addresses potential
areas of concems in the proposed ILA along with recommendations and
altematives. The memorandum will be supplied to the City as a printed document
and/or in electronic format (PDF) as requested by the City. Six copies will be
supplied.
Task 2—Conduct Review of a Fire Station Alerting Product
RCC will review the specifications for a Fire Station Alerting product selected by the
Fire Department to determine if this selection is the most effective and efficient
solution for an alerting system. If RCC agrees that the selection is appropriate, does
the procurement through HGAC offer the City the "Best Value" or should the City
competitively bid a system. If the selected product is deemed inappropriate, suggest
alternative solutions.
Task 2 Deliverable – RCC will deliver a report to the City addressing the tasks
identified above. The report will be supplied to the City as a printed document
and/or in electronic format (PDF) as requested by the City. Six copies will be
supplied.
Task 3 —Assist the City in Developing a Radio Frequency Transition Plan
RCC will assist the City in developing a transition plan with Williamson County for
the eventual transfer of radio frequencies currently assigned to the County by the
City. Such assistance may include implementing the portions of such a plan that
16
require interaction with the Federal Communications Commission so that frequency
ownership transfers are successfully concluded in whatever shape is ultimately
determined to be mutually acceptable to the City and County.
The Williamson County call sign is WPIR949. The five (5) frequency pairs to be re-
assigned are (CORR call sign WPCC360):
809.98750
811.98750
812.98750
813.98750
815.98750
809.98750
811.98750
812.98750
813.98750
815.98750
Task 3 Deliverable — RCC will deliver a report to the City outlining the transition
plan for the City and County to follow regarding the reassignment of frequency
ownership. The report will be supplied to the City as a printed document and/or in
electronic format (PDF) as requested by the City. Six copies will be supplied.
Review of ILA between Round Rock and Williamson County regarding the
transfer/re-assignment of the frequencies.
License application preparation for transfer of existing station license (license
number) from Williamson County to the City of Round Rock.
Draft of a consent letter to be used by Round Rock in obtaining the license
transfer (if required).
Filing of one FCC cancellation for Williamson County (for the above -referenced
five frequency pairs) with their written approval obtained by Round Rock with
their permission for RCC to cancel their licensing for the referenced frequencies.
Filing of one FCC construction notification within one year of license grant (if
required).
Routine monitoring of the FCC filings throughout the frequency coordination and
FCC processes.
! Ascertain and timely advise the City of Round Rock if any consent letter, FCC
rule waivers, frequency coordination fees will be required in order to complete the
17
transfer of frequencies.
The parties acknowledge that some of these items may not be applicable
depending on how the frequencies are transferred, and that the City has the right
to authorize or cancel items therewith.
As part of the project, RCC will participate in teleconferences with City staff to review
RCC's findings and recommendations.
Costs for this project reflect the scope of work outlined in the attached work plan. The City of
Round Rock may elect to increase or decrease the scope of work proposed, at which time
the final contract price shall be negotiated between the City and RCC and adjusted
accordingly.
Payment Schedule
RCC proposes to provide a progress -billing invoice at the end of the first month of the
project. Subsequent progress billings will be submitted monthly based on the work
performed during that month.
Change Orders and Reimbursable Expenses
Should the City, at any time during the project, desire services that are outside the
agreed upon scope of work, RCC will prepare a quotation outlining the estimated effort,
resources required, and cost for the requested service. Upon approval of the quotation,
RCC will provided the desired services at the agreed upon cost.
Anticipated expenses necessary for the execution of the project have been estimated as
part of RCC's price proposal. Air travel, if needed, will be by standard coach and
advanced fair discounts will be sought when practical. Other expenses directly
attributable to the project such as costs for frequency coordination fees, licensing fees,
permit fees, civil or structural engineering fees, soil tests, and microwave pre -
coordination fees are not needed in this phase of the project and are not included.
Unexpected out-of-pocket reimbursable expenses will be in addition to those estimated
and will be billed at actual cost. When possible, RCC will notify the City if any
unanticipated expenditures are required. RCC will make every effort to ensure that
such expenses are reasonable and necessary. At this point, RCC does not anticipate
any unexpected expenses.
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Professional Fees & Out -of -Pocket Expenses
Professional fees for the Project will be $22,840.00. Out-of-pocket expenses are
estimated to be an additional $951.40 for a total of $23,791.40
The following table illustrates the pricing structure and hours estimated for the Project.
The project tasks and associated hours scheduled for each task are noted in the
following table.
19
May 14, 2007
City of Round Rock, Tx
Review of ILA & Fire Alerting Specifications & Frequency Transition Plan Development
City of Round Rock, Tx
Scope of Work per Nay 2007 Agreement
Professional Fees
Hours
Rate
Subtotal
Vice President General Manager
0
$ 250.00
$ -
Associate Director
24
$ 175.00
$ 4,200.00
Director
50
$ 200.00
$ 10,000.00
Senior Consultant
54
$ 160.00
$ 8,640.00
Administrative Assistant
0
$ 60.00
$ -
Total
128
$ 22,840.00
$ 22,840.00
Travel and Per Diem Expenses
Rate
Subtotal
0 Round Trip Airline Fares #1 l2
$ 600.00
$ -
0 Round Trip Airline Fares #2 ra
$ 250.00
$ -
2 Man Days per Diem 4
$ 150.00
$ 300.00
2 Days Rental Vehide
$ 75.00
$ 150.00
770 Miles ft
$ 0.49
$ 377.30
Total
$ 827.30
$ 827.30
General and Administrative Fee 1 15% 1 $ 124.10
$ 124.10
Miscellaneous Expenses
$ -
Grand Total
$23,791.40
The project tasks and associated hours scheduled for each task are noted in the
following table.
19
Task
RCC CONSULTANTS, INC. TECHNICAL SERVICES CONTRACT
Review of ILA & Fire Alerting Specifications & Frequency Transition Plan Development
City of Round Rock, Tx
Scope of Work Per March 2007 Agreement
May 14, 2007
Description
Hours
1
2
3
Review Williamson County ILA & deliver memorandum stating concerns along with
recommended action
Review the specifications for a Fire Station Alerting product selected by the Fire Department and
provide a recommendation including purchasing method.
Assist the City in developing a transition plan for eventual transfer of City's frequencies from the
Williamson County system
28
54
46
Pricing Assumptions
General
Total Hours
0
128
• Professional fees are based on the estimated hours, travel and expenses
included in the pricing for the Scope of Work defined in this document. This
may be adjusted by agreement by both parties if additional hours are needed
and or the scope of work is modified. Travel, expenses or additional hours
required for unforeseen circumstances beyond RCC's control would be billed
on a time and materials basis.
• The fees and rates contained herein shall remain valid for 90 days from the
date of this proposal.
• Hourly rates for professional fees beyond the scope of work will be based on
RCC prevailing standard rates and additional expenses.
• Any meetings required beyond those specifically addressed in RCC's work
plan are subject to further negotiations of the scope of work. Attendance at
regular (i.e. weekly, monthly, etc.) status meetings has not been included as
part of this effort. RCC has included time for two trips to Round Rock from
RCC's DFW area offices to meet with the City to gather information and
discuss project issues.
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• Electrical, mechanical, structural, civil, or other design engineering services
not specifically indicated in this proposal have not been proposed.
• In order to be more responsive to the City of Round Rock's needs, RCC
respectfully reserves the right to move professional fees and expenses
between project tasks as needed to complete the scope of work, as long as
the total amount billed to the City does not exceed the total contract amount
for fees and expenses.
• Additional terms and conditions are subject to RCC Consultant's Services
agreement.
Regulatory
• Please note that all frequency coordination and licensing fees to the
appropriate licensing entities, whether to the FCC or to the coordinating
agency, must be paid by the licensing entity. RCC does not envision any
frequency coordination or FCC licensing effort in this Phase of the project.
• Regulatory effort does not include local planning or zoning efforts, meetings
with NPSPAC Regional Coordinating Committee, or engineering efforts
required for co -channel short -spacing, commercial interference analysis, or
analysis of the affects of new tower sites on existing AM transmission
facilities. No such services are needed in this phase of the project.
21
DATE:
SUB3ECT:
ITEM:
June 27, 2007
City Manager Approval
Revised RCC Contract for Consulting Services
This revised contract provides for consulting services to provide
the City with expert review of elements of the City's plan to
migrate to digital radio communications for public safety
functions. RCC Consultants, under this contract, would review
the proposed interlocal agreement dissolving the Countywide
Integrated Communications System board and establishing the
former CWICS system as a Williamson County -owned Radio
Communication System; conduct a review of the Fire
Department's proposed solution for fire station alerting in a
digital environment; and assist the City in developing a
transition plan to effect the return of city -owned, 800 MHz radio
frequencies that currently are FCC -licensed by Williamson
County.
Department: Police Department
Staff Person: Rick White
justification:
This $23,791.40 contract is well under the $50,000
authorization limit for the City Manager, and it's approval
will allow the Police and Fire departments to get this work
going and keep elements of this project on track.
Funding:
Cost: $23,791.40
Source of funds: Self -Finance Construction
Background Information: RCC previously provided its expertise in 2006
as the city reviewed the proposed migration
plan to a digital radio system. The firm also
helped the City review pricing for field radios
and other pieces of this overall project this
Spring.
Updated 3-10-05