Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
CM-09-04-053
CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES FOR WAYFINDING SIGNAGE SYSTEM DESIGN WITH GREEAR GRAPHICS This Agreement (hereinafter referred to as 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 (hereinafter referred to as "City"), and Greear Graphics, with offices located at 759 North Superior Avenue, Decatur, Georgia 30033 (hereinafter referred to as "Consultant"). This Agreement is for consulting services relating to City's need for development of graphic design for the creation of functional wayfinding signage systems that compliment City's build environment. RECITALS: WHEREAS, City has determined that there is a need for the delineated consulting services; and WHEREAS, City desires to contract for such consulting 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 six (6) months from the effective date of this Agreement. City reserves the right to review the services at any time, including at the end of any deliverable or task, and may elect to terminate the services and this Agreement with or without cause or may elect to continue. If this Agreement is terminated, City agrees to pay Consultant for all work City deems completed at time of termination. 00155980/jkg 1.02 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant a total payment for services not to exceed Seven Thousand Two Hundred Fifty and No/100 Dollars ($7,250.00). Said sum of $7,250.00 is a fixed not -to -exceed amount for consulting services, and is made in payment for services and the Scope of Services deliverables as delineated in Exhibit "A" and herein. This amount does not include expenses which otherwise are reimbursable under this Agreement as delineated in Section 1.04. 1.03 SCOPE OF SERVICES; ADDITIONAL SERVICES Scope of Services: For purposes of this Agreement, Consultant has issued its Scope of Services for the assignments delineated herein. Such Scope of Services is delineated in Exhibit "A" attached hereto and incorporated herein by reference for all purposes. This Agreement and any exhibits 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 in accordance with the referenced Scope of Services. Consultant shall perform its services in a professional and competent manner. Consultant shall not undertake work that is beyond the Scope of Services set forth herein in Section 1.03 and 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. Additional Services: In the event that City increases the scope of services, or City extends the duration of the project with additional requests not delineated in this Agreement, or City requests additional follow-up meetings or presentations not delineated in this Agreement, then Consultant may bill such additional time on an hourly basis using an hourly rate agreed to by both parties. The parties agree that Consultant's fees stated in this Agreement do not include any costs associated with the time or expenses of meeting participants or other Consultants not specifically noted. 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 the following "Payment for Services:" Fees for the listed professional services and deliverables in the total amount of $7,250.00 shall be paid by City in the following manner: upon completion of each task, and receipt of invoice and following delivery of the delineated deliverables. 2 Payment for Reimbursable Expenses: Reimbursable expenses for travel, specifically requested by City and authorized in writing in advance by City, shall be paid to Consultant at actual cost upon Consultant properly invoicing for same and providing documentation for same. Not -to -Exceed Total Payment for Services: Unless subsequently changed by Supplemental Agreement, Consultant's total compensation for consulting services hereunder shall not exceed $7,250.00. This amount represents the absolute limit of the City's liability to Consultant hereunder unless same shall be changed by 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. Additions: No additions shall be made to Consultant's compensation based upon project claims, whether paid by City or denied. 1.05 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by the City Council or 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 completion of each task or delivery of all deliverables, Consultant shall prepare and submit detailed invoices to City, in accordance with the delineation contained herein, for services rendered. Such invoices for consulting services shall track the referenced Scope of Services, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made based on 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 deliverables hereunder, 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. 3 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 the completion of each task, and the acceptance and approval of an invoice, City shall endeavor to pay Consultant promptly, but not later than the time 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 slaes, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 1.07 REQUIRED DRAFT REPORTS AND FINAL REPORT Consultant agrees to provide City with all required draft reports, progress reports, and a detailed final written report, together with all information gathered and materials developed during the course of the project. Additionally, Consultant agrees to provide any necessary oral presentations of such written reports, at City's request. Consultant agrees to provide City with copies of the reports as delineated herein, and a version of the final report in digital format. 1.08 LIMITATION TO SCOPE OF WORK Consultant and City agree that the scope of services to be performed is enumerated in Section 1.03 herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City, which may be influenced by, but not be dependent on Consultant's work. 1.09 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Consultant a written notice of termination at the end of its then -current fiscal year. 1.10 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Consultant will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. 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 City in the event: 4 (1) (2) (3) There is a bona fide dispute between City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (4) The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 1.11 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 the 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. Termination of this Agreement 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 in this section shall require 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 complaining 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). If default results in termination of this Agreement, 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 5 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 City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 1.12 INDEPENDENT CONSULTANT STATUS Consultant is an independent Consultant is not City's employee. Consultant's employees or sub -Consultants 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 Consultant 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. Consultant has the right to hire assistants as sub -consultants, or to use employees to provide the services required by this Agreement; however, City does reserve the right to approve or disapprove any sub -consultants hired to work under this Agreement. (3) (4) Consultant or its employees or sub -consultants shall perform services required hereunder, and City shall not hire, supervise, or pay assistants to help Consultant, (5) Neither Consultant nor its employees or sub -consultants 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 sub -consultants to devote full time to performing the services required by this Agreement. Neither Consultant nor its employees or sub -consultants are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. (7) 1.13 NON -SOLICITATION Except as may be otherwise agreed in writing, during the term hereof and twelve (12) months thereafter, neither City nor Consultant shall offer employment to or employ any person 6 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. 1.14 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 to City property, preliminary information and/or data regarding City, pertinent correspondence with other local municipal and planning officials, previous analyses or 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. 1.15 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. 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 7 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 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 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. 1.16 WARRANTIES Consultant warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and competent manner. Consultant shall re -perform any work not in compliance with this warranty. 8 1.17 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 1.11, 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. 1.18 INDEMNIFICATION Consultant and City each agree to indemnify, defend and hold harmless the other from and against 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 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 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 is 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, 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 9 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. 1.19 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. 1.20 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 any state or federal income tax from any payments, which are made to Consultant. 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. 1.21 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and sub -consultant shall use best efforts to comply with 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 licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same 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 sub -Consultants 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. 10 1.23 DESIGNATION OF REPRESENTATIVES City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Randy Barker Purchasing Supervisor 221 East Main Street Round Rock, Texas 78664 Telephone: 512-218-3295 Email: rbarker@round-rock.tx.us Consultant hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Joe Greear 759 North Superior Avenue Decatur, GA 30033 Telephone: 404-368-6246 Email: jgreear@bggdesign.com 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. Notice to Consultant: Joe Greear 759 North Superior Avenue Decatur, GA 30033 Notice to City: City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664-5299 AND TO Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664-5246 11 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 enforcement of any of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 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. 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, 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. 12 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 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 qualified by education and/or experience in the specific technical areas involved 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 sub -consultants, consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. 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. [ Signature page follows ] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas By: Title: Printed Na e: Date Signed: Attest: By: Sara L. White, City Secretary For City, Approved as to Form: By: Stephn 1, ,beets, City Attorney Greear Graphics By: �. Title: i�,1es,�-`-«�` Printed Name: j �_ C—�✓'.e�¢ Date Signed: 371210 14 reel GRAPHICS Proposal / Letter of Agreement for Graphic Design Services Proposal Number: 081205 Date: December 5, 2008 Submitted to: Mr. Randy Barker Purchasing Supervisor City of Round Rock rbarker@round-rock.tx.us For: Wayfinding Signage Design for the City of Round Rock Greear Graphics specializes in providing graphic design consulting services for the creation of functional way -finding and signage systems that compliment the built environment. We provide these services to communities, airports, hospitals, and convention centers. Similarly, we also provide these services to other design professionals (i.e., Architects) in conjunction with large scale building or renovation projects. All services provided are performed as an extension of the Client's internal staff or team with the Client's objectives always in mind. We have found that it is helpful to point out the similarities between our consulting role and that of an architectural consultant. We believe that the Client's best interest, particularly regarding aesthetics and budget are achieved by creating designs independent of an individual manufacturer's capabilities resulting in a system that can be competitively bid by a number qualified vendors. We have no financial relationship with a particular manufacturer and believe that this provides the Client with an objective solution. Greear Graphics has a diverse background in environmental graphic design dealing with all aspects of information, regulation, direction, decorative and identification signage including issues pertinent to your project: wayfinding improvement, urban contexts and streetscapes. We have designed numerous wayfinding systems and are knowledgeable regarding materials and methods of execution and in preparing specifications that can be competitively bid for construction. We are proven collaborators and team members who EXHIBIT are accustomed to working in tandem with other groups of designers and clients, this, we believe, is our service advantage. SCOPE OF WORK - WORK TO BE PERFORMED In accordance with our discussions and the information you have supplied in the Request for Quotation dated November 14, 2008 we propose the following SCOPE OF WORK and SERVICES. It is understood that the sign types, sign locations, and sign messages have been determined by the City and are not part of this scope. In addition, it is agreed that the City will manage all coordination, presentations, and communications with the Texas DOT. If our understanding differs from that of the city, this contract will be negotiated to arrive at a consensus. It is understood that the city has developed the sign types and messages and is asking for a quote to create a design that will be applied to all of the sign types. In our experience of 20 years designing wayfinding and signage suggests that one design will not be adequate for your project. In Wayfinding practice there are three basis sign types: Directional Identification Informational Each sign type has specific content and design requirements that are unique to the function of the sign type. Therefore, we feel it in the best interest of the City to provide a design for each of the Primary Sign Types. It is not our intention to design each sign, but to provide specific design parameters for the sign manufacturer so that competitive bidding can be achieved. 02008 Greear Graphics p 2 Sign Types to be Designed: Design work shall be provided for the following list of signage/graphic types. Sign types are distinguished as having a different function or fabrication technique due to size, message, material, mounting method or performance requirements. AD sign types shall correspond to the requirements and / or guidelines of The Americans With Disabilities Act (ADA) and the Texas DOT. A1.0 Interstate Gateway B1.0 Primary Mast C1.0 Downtown Gateway D1.0 -D4.0 Directionals (One sign type will be designed for all) E1.0 Destination ID F1.0 Venue ID H1.0 Vehicular Kiosk H2.0 Pedestrian Kiosk Signage designs will include overall size, shape, and colors of the sign. Typeface will be DOT approved standard such as Clearface. The Client will provide all icons, logos, or other custom graphic elements. Design of banners, maps, custom icons or logos is not included but is available at an additional charge. SCOPE OF SERVICES - THE PROCESS 1. Conduct teleconference interview with Client representative to verify functional, aesthetic, operational and maintenance criteria. Create a specific schedule for the work to be completed and publish this for Client comment. Review photo survey and sign plans provided by Client. Obtain and review pertinent sign ordinances, TXDOT information, and existing signage data from Client. Submit questions or comments to Client to forward to TXDOT, if required. 2. Prepare schematic recommendations for signage designs. Generally indicate typical sign sizes, and general functional aspects. Submit to Client for initial ©2008 Greear Graphics p3 review and comments. These designs will not include color or icons at this point, but are intended to secure consensus of general size and function. 3. Prepare developed design sketches of primary sign types to convey proposed designs. Propose materials, colors, typestyles and simple details. Submit to Client for review and comment. 4. Based upon input from Client, rework or develop the final design solution representing all sign types and submit illustrations/drawings to Client for confirmation and approval by TXDOT. Submit designs to a sign fabricator for budget estimate. 5. Review TXDOT comments, Client comments, and budget estimate with Client and make adjustments to design as needed. 6. Prepare final designs for typical signs. Design drawings will illustrate design intent only and shall contain adequate design information to obtain competitive bidding. The fabricator shall determine fabrication details and installation methods. 7. After Client review, submit a final Signage Standards Manual for the Client to use in obtaining bidding for products and for ordering additional signs as needed in the future. Sign Standards Manual will be provided as an Adobe Acrobat document suitable for printing by the Client. Out of town travel, bid review, and construction supervision are NOT included in this proposal but are available as an added service to be negotiated under separate contract. All communications will be accomplished via phone or email. Client will be responsible for providing existing sign measurements, sign ordinances, and other related documentation. 4D2008 Greear Graphics p 4 COMPENSATION SUMMARY Compensation for services is a fixed fee. Work performed in excess of the SCOPE OF SERVICES will be considered additional services billed at the hourly rate of $75.00. Phase Description 1. Review project data and photo documentation 2. Prepare schematic recommendations 3. Design Development 4. Finalize Design and generate drawings 5. Review comments and budget estimate 6. Prepare final design drawings 7. Prepare Design Standards Manual TOTAL FEE Schedule week 1 week 2 weeks 3 to 4 week 5 week 6 Weeks 7 to 8 Weeks 9 to 10 Fee $300.00 $1200.00 $1800.00 $1950.00 $225.00 $875.00 $900.00 $7250.00 SPECIFICATION NO. 06-801-76 Date: August 2006 CITY OF ROUND ROCK DIRECTIONAL SIGNAGE, MANUFACTURE & INSTALLATION PART 1 GENERAL 1. PURPOSE: The City seeks to contract with a qualified bidder to provide Directional Signage, Manufacture and Installation. Package shall include all necessary parts as outlined in the Invitation to Bid and specifications. 2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and bid document: 2.1. Bidder identified throughout this specification shall describe persons and entities that consider themselves qualified to provide the goods, equipment or services. 2.2. City — Identifies the City of Round Rock, Travis and Williamson Counties, Texas. 2.3. Contract — A mutually binding legal document obligating the Contractor to furnish the goods, equipment or services, and obligating the City to pay for it. 2.4. Contractor — (sometimes referred to as Contractor) a person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 2.5. Goods represent materials, supplies, commodities and equipment. 2.6. Purchase Order - is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which, when accepted by the Bidder, becomes a contract. The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified, and the City's commitment to accept the Goods or Services for an agreed upon price. 2.7. Subcontractor - Any person or business enterprise providing goods, labor, and/or services to a Contractor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Contractor's obligations arising from a contract with the City. 3. CLARIFICATION: For clarification of specifications, bidders may contact: Randy Barker Purchasing Supervisor City of Round Rock Email: rbarker@round-rock.tx.us Telephone: 512-218-3295 The individual listed above may be contacted by telephone or visited for clarification of the specifications only. No authority is intended or implied that specifications may be amended or alterations accepted prior to bid opening without written approval of the City of Round Rock through the Purchasing Division. 4. CONFLICT OF INTEREST: 4.1 Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (House Bill 914) requires that any vendor or person considering doing business with a local government entity disclose the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a completed form, please mail to: Page 1 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 City of Round Rock Christine Martinez, City Secretary 221 East Main Street Round Rock, Texas 78664 4.2 Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in the disqualification of the vendor's proposal. PART II GENERAL CLAUSES AND CONDITIONS 1. GOODS: The equipment furnished under this specification shall be the latest improved model in current production, as offered to commercial trade, and shall be of quality workmanship and material. The bidder represents that all equipment offered under this specification shall be new. USED, SHOPWORN, DEMONSTRATOR, PROTOTYPE OR DISCONTINUED MODELS ARE NOT ACCEPTABLE. 2. LABOR: The Contractor shall provide all labor, installation and goods necessary to perform the project. The Contractor shall employee all personnel for work in accordance with the requirements set forth by the United States Department of Labor. 3. EXCEPTIONS: Any variation from this specification must be indicated on the bid or on a separate attachment to the bid. The sheet shall be labeled as such. 4. STANDARDIZATION: The City of Round Rock is committed to procuring quality goods and equipment. We encourage manufacturers to adopt the International Organization for Standardization (ISO) 9001-9003 standards, technically equivalent to the American National Standards Institute/American Society for Quality Control (ANSI/ASQC Q91-93 1987), and obtain certification. Adopting and implementing these standards is considered beneficial to the manufacturer, the City, and the environment. It is the City's position that the total quality management concepts contained within these standards can result in reduced production costs, higher quality products, and more efficient use of energy and natural resources. Manufacturers should note that future revisions to this specification which may require ISO certification. 5. DAMAGE: The Contractor shall be responsible for damage to the City's equipment and/or property, the workplace and its contents by its work, negligence in work, its personnel and equipment. The Contractor shall be responsible and liable for the safety; injury and health of its working personnel while its employees are performing service work. 6. WORKPLACE: The City reserves the right to inspect the facilities and organization before recommending any award; or to take any other action necessary to determine a prospective vendor's ability to perform. The City may reject bids where evidence submitted or investigation and evaluation indicates an inability of the bidder to perform. 7. BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the City. Best value will be determined by considering all or part of the criteria listed, as well as any relevant criteria specifically listed in the solicitation. 7.1. Bid price 7.2. Reputation of the bidder and of bidder's goods and services. 7.3. The quality of the bidder's goods or services. 7.4. The extent to which the goods or services meet the City's needs 7.5. Bidder's past relationship with the City. All vendors will be evaluated on their past performance and prior dealings with the City to include, but not limited to, failure to meet specifications, poor quality, poor workmanship, late delivery. 7.6. The total long-term cost to the Municipality to acquire the bidder's goods or services. Page 2 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 8. EX PARTE COMMUNICATION: Please note that to insure the proper and fair evaluation of a bid, the City of Round Rock prohibits ex parte communication (e.g., unsolicited) initiated by the Bidder to the City Official or Employee evaluating or considering the bids prior to the time a bid decision has been made. Communication between Bidder and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the bid. Ex parte communication may be grounds for disqualifying the offending Bidder from consideration or award of the bid then in evaluation, or any future bid. 9. AGREEMENT: This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. 9.1. The term of this Agreement shall be for three (3) consecutive twelve (12) month periods of time from the effective date. Prices shall be firm for the duration of the Agreement, except as provided for herein. This Agreement may be renewed for two (2) additional periods of time not to exceed twelve (12) months for each renewal provided the parties agree. 9.2. The City reserves the right to review the Vendor's performance at the end of each twelve (12) month period of time, and to cancel the contract (without penalty) or continue the contract through the next period. 10. VENDOR PERFORMANCE: The City reserves the right to review Vendor's performance at any time during the initial agreement or renewal period, and may elect to terminate this Agreement with or without cause or may elect to continue. 11. PRICE ADJUSTMENT: The City may permit "unit price" adjustments upward, only as a result of a cost increase in services in accordance with the Producers Price Index at http://stats.bls.gov/Dpi/. Price increases may be permitted in accordance with the Producers Price Index. Any price increase to this contract shall be requested by Vendor in writing and shall be accompanied by the appropriate documentation to justify the increase, and shall be received by the City at least ninety (90) days prior to the agreement review date. Vendor may offer price decreases, even in excess of the allowable percentage change, at any time during the contract term. The City reserves the sole option to reject any price increase and terminate this contract should the City and the Vendor not agree on any price increase. 12. NON -APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues only. It is understood and agreed the City shall have the right to terminate the Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly services or quantities, as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Contractor a written notice of termination at the end of its then current fiscal year. 13. CANCELLATION: The City reserves the right to cancel the Agreement without penalty by providing 30 days prior notice to the other party. Contractor shall provide the City with 120 days written notice prior to cancellation of the Agreement and shall continue services for a period of time not to exceed 120 days after written notification. Termination under this paragraph shall not relieve the Contractor of any obligation or liability that has occurred prior to cancellation. Note: This Agreement is subject to cancellation, without penalty, at any time the City deems the vendor to be non-compliant with contractual obligations. 14. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract and causes the City to purchase the services elsewhere may be charged the difference in service if any and shall not be considered in the re -advertisement of the service and may not be considered in future bids for the same type of work unless the scope of work is significantly changed. 15. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance of the resulting agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When requested, the Contractor shall fumish the City with satisfactory proof of its compliance. Page 3of11 SPECIFICATION NO. 06-801-76 Date: August 2006 16. CODES, PERMITS AND LICENSES: The successful bidder shall comply with all National, State and Local standards, codes and ordinances and the terms and conditions of the services of the electric utility, as well as other authorities that have jurisdiction pertaining to equipment and materials used and their application. None of the terms or provisions of the specification shall be construed as waiving any rules, regulations or requirements of these authorities. The successful bidder shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill contractual obligations (City of Round Rock fees and costs will be waived). 17. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to the performance of the resulting agreement and arising out of a willful or negligent act or omission of the Contractor, its officers, agents, servants and employees. 18. INSURANCE: (The following insurance requirements applies to contracts for services that are performed at City Facilities or at sites designated by the City and for supplies that are delivered to City facilities by the Contractor personnel). The Contractor shall procure and maintain at its sole cost and expense for the duration of the contract or purchase order resulting from a response to this bid/Specification insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work as a result of this bid by the successful bidder, its agents, representatives, volunteers, employees or subcontractors. 18.1. Certificates of Insurance and endorsements shall be fumished to the City and approved by the City before work commences. 18.2. The following standard insurance policies shall be required: 18.2.1. General Liability Policy 18.3. The following general requirements are applicable to all policies: 18.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall be accepted. 18.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 18.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance. 18.3.4. Upon request, certified copies of all insurance policies shall be fumished to the City 18.3.5. Policies shall include, but not be limited to, the following minimum limits: 18.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence. 18.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 18.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 18.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers Liability Insurance. 18.3.6. Coverage shall be maintained for two years minimum after the termination of the Contract. Page 4 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 18.4. The City shall be entitled, upon request, and without expense to receive copies of insurance policies and all endorsements thereto and may make reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. AU insurance and bonds shall meet the requirements of the bid specification and the insurance endorsements stated below. 18.5. Contractor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following provisions: 18.5.1. Provide for an additional insurance endorsement clause declaring the Contractor's insurance as primary. 18.5.2. Name the City and its officers, employees, and -elected officials as additional insured's, (as the interest of each insured may appear) as to all applicable coverage. 18.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material changes 18.5.4. Remove all language on the certificate of insurance indicating: 18.5.4.1.That the insurance company or agent/broker shall endeavor to notify the City; and, 18.5.4.2.Failure to do so shall impose no obligation of liability of any kind upon the company, its agents, or representatives. 18.5.5. Provide for notice to the City at the addresses listed below by registered mail: 18.5.6. Contractor agrees to waive subrogation against the City, its officers, employees, and elected officials for injuries, including death, property damage, or any other Toss to the extent it may be covered by the proceeds of insurance. 18.5.7. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. 18.5.8. All copies of the Certificate of Insurance shall reference the project name, bid number or purchase order number for which the insurance is being supplied. 18.5.9. Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than thirty days prior notice to the change, which notice shall be accomplished by a replacement Certificate of Insurance. 18.5.10. All notices shall be mailed to the City at the following addresses: Assistant City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664-5299 City Attorney City of Round Rock 309 East Main Street Round Rock, TX 78664 18.6. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in these requirements. Neither shall bankruptcy, insolvency, or denial of liability by the insurance company relieve the Contractor from liability. Page 5 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 18.7. If the Contractor employs, contracts with or otherwise permits any other individual or entity to perform any of the obligations of the Contractor, then any and all of these individual or entities shall be bound by the same insurance requirements as the successful bidder. 19. WORKERS COMPENSATION INSURANCE: The following insurance requirements applies to contracts for services that are performed at City Facilities or at sites designated by the City and for supplies that are delivered to City facilities by the Contractor personnel) Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage for all persons providing services on building or construction projects for a governmental entity. 19.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self - insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 19.2. Duration of the project - includes the time from the beginning of the work on the project until the Contractor's/person's work on the project has been completed and accepted by the OWNER. 19.3. Persons providing services on the prosect ("subcontractors) in Section 406.096 - includes all persons or entities performing all or part of the services the CONTRACTOR has undertaken to perform on the project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity, which fumishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 19.4. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for the duration of the project. 19.5. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the contract. A. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the CONTRACTOR must, prior to the end of the coverage period, file a new certificate of coverage with the OWNER showing that coverage has been extended. B. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the OWNER: 19.6. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the CONTRACTOR knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. 19.7. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 19.8. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, too: Page 6 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 A. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all its employees providing services on the project, for the duration of the project; B. Provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on a project, for the duration of the project; C. Provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; D. Obtain from each other person with whom it contracts, and provide to the CONTRACTOR: 1) A certificate of coverage, prior to the other person beginning work on the project; and 2) A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project E. Retain all required certificates of coverage on file for the duration of the project and for one year thereafter; F. Notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and G. Contractually require each person with whom it contracts, to perform as required by paragraphs (A thru G), with the certificates of coverage to be provided to the person for whom they are providing services. H. By signing this contract, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the Commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. I. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the Owner to declare the contract void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the owner. 20. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods and services which may be provided under the resulting agreement. At the City's request the Contractor or subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. 21. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a resulting agreement shall lie in Williamson County, Texas. Page 7 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 22. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be considered an employee of the City. The Contractor shall not be within protection or coverage of the City's Worker' Compensation Insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. PART III SPECIFICATIONS 1. SCOPE: This specification describes Directional Signage, Manufacture and Installation. Successful bidder shall fumish all material and labor necessary to fabricate and install all Directional signage. All sign blanks shall be painted on all sides with industrial grade enamel in a gloss finish and a non -reflective grade vinyl shall be applied for the text, symbols, and messages. The sign poles shall be powder coated matching the color scheme on the attachments. 2. STATEMENT OF INTENT: These specifications cover only the general requirements as to the performance and design criteria, as well as vendor responsibilities for making directional signage, along with the manufacture and installation. Minor details of construction and materials not otherwise specified shall be the sole responsibility of the manufacturers. The manufacturers shall be responsible for designing and furnishing a sign that meets all of the performance requirements and design criteria herein, as well as provide signs that is designed for the intended application. 3. NOTICE TO BIDDERS: Bidders are cautioned to read the specifications carefully, as there may be special requirements not commonly offered by the manufacturer. Do not assume your standard signs meet all detailed specifications. Bidders are cautioned that signs delivered to the FOB points, which do not meet specifications in every aspect will not be accepted. 4. BIDDER QUALIFICATIONS: The opening of a bid will not be construed as the City's acceptance of such bidder as qualified and responsible. The City reserves the right to determine the bid that is the Best Value for the City from information submitted with the bid. All bidders shall furnish the following information at a minimum: 4.1 References: Provide the name, address, telephone number and point of contact of at least three firms for which the bidder has performed similar service within the past five years. References may be checked prior to award. Any negative responses received may result in disqualification of bid. Failure to include references with submittal shall result in disqualification from consideration for award. 4.2 Identify any subcontractors to be used for this service. Experience, qualifications and references of the subcontractors shall be submitted. The City retains the right to approve or disapprove all subcontractors prior to any work being performed. 5. CONFIDENTIALITY OF CONTENT: Bids received shall be subject to release as public information unless the bid or specific parts of the bid can be shown to be exempt from the Texas Public Information Act. Bidders are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential bidders. 5.1 If a bidder believes that a bid or parts of a bid are confidential, then the bidder shall so specify. The bidder shall stamp in bold red letters the term "confidential" on that part of the solicitation, which the bidder believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All bids and parts of bids that are not marked as confidential will be automatically considered public information after the contract is awarded. 6. WARRANTY: The sign material shall be warranted against defects in material and workmanship for a period of not less than 12 months beginning with the date of acceptance. If the manufacturer's standard warranty exceeds 12 months, then the manufacturer's standard warranty shall be in effect. The successful bidder shall furnish a copy of the manufacturer's warranty at time of delivery. 7. ORDER QUANTITY: The quantities shown on the IFB are estimates only. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the quantity needed to satisfy operating requirements, which may be more or less than indicated. Page 8 of 11 8. PROJECT MANAGER: All goods purchased under this contract will be supervised representative(s) noted below. Todd Keltgen (512) 218-5583 or (512) 748-7591 9. SUBMITTALS SPECIFICATION NO. 06-801-76 Date: August 2006 and verified by the City 9.1. During evaluation process, vendors may be asked to provide an actual sample of signs for quality assurance. Additional painted blanks shall be provided of all types and sizes. 10. SIGN STANDARDS 10.1. Typography: 10.1.1. Type style: Triplex Serif Bold Lining. Copy shall be a true, clean, accurate reproduction of typeface(s) specified. Upper and lower case or all caps as indicated in Sign Type drawings and Signage Schedule. Letter spacing to be normal and interline spacing shall be set by City. 10.1.2. Arrows, symbols and logo art: To be provided in style, sizes, colors and spacing as shown in drawings. 10.2. Colors: 10.2.1. Green - Match PMS 575 10.2.2. Blue - Match PMS 7468 10.2.3. Red - Match PMS 187 10.2.4. Bronze - Match PMS 4635 (Metallic) 10.2.5. Medium Tan - Match PMS 7509 10.2.6. Light Tan - Match PMS 7508 10.2.7. Brown - Match PMS 4625 11. SIGNS 11.1. Materials 11.1.1. Sign Blanks. Furnish sign blanks in accordance with DMS -7110, 11.1.2. Aluminum Sign Blanks. Sign face shall be made of .080 standard grade aluminum 11.1.3. Color Application: Acceptable methods are either baked on enamel or powder coated. 11.2. Vinyl 11.2.1. All vinyl material shall be either Avery, 3M or City approved equivalent. 11.2.2. All sheeting shall be non -reflective and be of FHWA (Federal Highway Administration) traffic sign quality. 11.3. Sheeting Application 11.3.1. Apply sheeting to sign blanks in conformance with the recommended procedures of the sheeting manufacturer. 11.3.2. Clean and prepare the outside surface of extruded aluminum flanges in the same manner as the sign panel face. 11.3.3. Minimize the number of splices in the sheeting. Page 9 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 11.3.4. Do not splice sheeting for signs fabricated with transparent screen inks or colored transparent films. 12. SIGN POLES 12.1. Type 1 - 2 3/8 OD 12.2. Type 2 — 4" sch 40 steel 12.3. Sphere — 4" and 6" powder coated metal 13. HARDWARE 13.1. Hardware shall be galvanized steel, stainless steel, or dichromate -sealed aluminum for bolts, nuts, washers, lock washers, screws, and other sign assembly hardware. 13.2. Plastic or nylon washers shall be used to avoid tearing the sheeting. 13.3. Successful bidder shall furnish steel or aluminum products in accordance with DMS -7120, "Sign Hardware." 13.4. Successful bidder shall select or insulate metals to prevent corrosion when dissimilar metals are used. 14. STANDARD COLORS 14.1. Face/background color shall be as shown on attachments, Industrial grade Enamel (gloss), Sherwin Williams A-9 or approved equivalent. 14.2. Standard tactile colors shall match manufacturer's MUTCD (Manual Uniform Traffic Control Devices) and/or ADA standard color selection. 15. QUANTITIES 15.1. Code and Facility Signage 15.1.1. Vehicle Direction (Attachment A) Pole Qty 22 Pole Type 1 Sign Qty 37 15.1.2. Destination ID (Attachment B) Pole Qty 4 Pole Type 2 Sign Qty 4 15.1.3. Venue ID (Attachment C) Pole Qty 19 Pole Type 2 Sign Qty 19 15.1.4. Pedestrian Kiosk (Attachment D) Pole Qty 30 Pole Type 2 Sign Qty 15 15.1.5. Field/Courts/Course ID (Attachment E) Pole Qty 43 Pole Type 1 Sign Qty 43 15.2. Successful bidder shall be responsible for site evaluation, location plan and all graphics. 16. INSTALLATION 16.1. General: Each sign shall be precisely located as determined by City Project Manager. 16.1.1. Installation locations shall be in accordance with all MUTCD (Manual Uniform Traffic Control Devices) specifications. 16.1.2. Locate signs where indicated using mounting methods in compliance with manufacturer's written instructions. 16.1.3. Signs shall be level, plumb, and at heights indicated on attachments with sign surfaces free from defects. Page 10 of 11 SPECIFICATION NO. 06-801-76 Date: August 2006 17. PRE-BID CONFERENCE: 17.1 A pre-bid conference will be held on Wednesday, August 23, 2006 at 3pm, City Hall, Council Chambers located at 221 East Main Street, Round Rock, TX. 17.2. Bidders shall sign in at the pre-bid conference to become aware of all conditions affecting performance and bid prices. PART IV DELIVERY, SERVICE, ACCEPTANCE AND PAYMENT 1. SERVICE: The successful bidder shall have service and maintenance available to the City and shall be able to respond to a request for service: 1.1. Within 24 hours of notification for on-site service and/or maintenance. 2. DELIVERY: Delivery and installation of the equipment shall be completed within the number of days bid. Freight and installation to be included in bid. 3. ACCEPTANCE: Acceptance inspection should not take more than five working days. The vendor will be notified within this time frame if the unit delivered is not in full compliance with the specifications. If any purchase order is canceled for a unit for non-acceptance, the needed equipment may be purchased elsewhere and the vendor may be charged full increase, if any, in cost and handling. 4. INVOICING: Contractor shall submit one original and one copy of each invoice on a monthly basis to the following address: City of Round Rock Attn: Accounts Payable 221 East Main Street Round Rock, TX 78664-5299 5. PROMPT PAYMENT POLICY: Payments will be made within thirty days after the City receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the supplies, materials, equipment or services, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 5.1. There is a bona fide dispute between the City and Contractor conceming the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 5.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or 5.3. There is a bona fide dispute between the Contractor and a Sub -contractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 5.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or agreement or other such contractual agreement. 6. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges associated with this agreement which arise under the antitrust laws of the United States, 15 USGA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et.seq. Page 11 of 11 i 9 u 2 1 0 STATEMENT OF QUALIF1C_ATONS Prepared for the City of Round Rock, TX December 9, 2008 Company Information Joe Greear founded Greear Graphics in 2005 to serve the needs of Architects, Communities, and Planners in providing Environmental Graphics and Wayfinding for the built environment. Mr. Greear has over 20 years experience specializing in complex environmental graphics and branding projects. His unique experience has contributed to wayfinding systems and branded environments for major institutions and communities around the country, helping to foster a sense of place while easing the stress and confusion often caused by complex environments. Greear Graphics' and it's associates represent the total signage staffing needs required for the successful design and delivery of this project. As principal -in - charge, Joe Greear will manage and oversee project performance through the completion of our services. With more than twenty years experience, he has developed strong communication vehicles specific to developing and managing signage design and wayfinding solutions. SELECTED ACCOMPLISHMENTS: Mr. Greear has over 20 years experience planning, designing, and implementation of environmental graphics. His projects can be seen across the US and in several countries abroad. The following is a summary of his design accomplishments. • Planned, designed, and supervised implementation of campus -wide sign programs for Turner Broadcasting, Lowe's Home Improvement, BellSouth, and AT&T. Developed themed parking deck graphics, building mounted logos, as well as interior and exterior pedestrian and vehicular wayfinding. • Planned, designed, and managed implementation of environmental graphics for international airports around the country including Columbia Regional Airport, Birmingham International Airport, Jacksonville International, John Wayne Airport, as well as New Orleans, Orlando, and Tampa International Airports. • Planned, designed, and managed implementation of environmental graphics for medical centers around the country including Forrest General Hospital, Hattiesburg, Mississippi; Kennestone Hospital, Atlanta, GA; Memorial Hospital, Chattanooga, TN; Pheobe Putney Hospital, Albany, GA; Saint Joseph's Hospital, Atlanta, GA; and Saint John's Medical Center, Springfield, IL. • Team member developing Wayfinding Master Plan documents for the 1996 Olympic Games Transportation System; planning and designing signage and bus system graphics for the special games only transportation system transporting guests and athletes to and from venues and staging areas around the greater Atlanta area. 2 Greear G ph c_> Ler, mb_, `, 2008 3 Company Information • Planned and designed environmental graphics for the Washington DC Convention Center, the Georgia World Congress Center, and the Columbia (South Carolina) Metropolitan Convention Center. • Lead designer and planner for the Jacksonville Ballpark and Veteran's Arena, designing themed signage throughout the facilities and grounds. • Team member designing signage for shopping centers across the US, Canada and Mexico including Lenox Square in Atlanta, La Isla in Acapulco, and Gulf Coast Town Center in Fort Myers among others. • Project Manager and designer re -branding such well-known retailers as Amoco, British Petroleum, Citgo, and Texaco. Developed interior and exterior architectural and graphic design. Researched and developed design and materials that could be implemented around the globe from regionally available materials. Supervised the construction of multiple levels of prototype stores for corporate review and approval. • Designed and planned donor recognition programs for Clemson University, the Metropolitan Atlanta YMCAs, and Gwinnett Medical Center, helping to raise millions of dollars to fund new buildings. CAREER HISTORY: Principal Greear Graphics 2005 - Present Design Director Southwood Corp. 2003 — 2005 Studio Director Jones Worley Design 2000 — 2003 Project Manager Antista Fairclough Design 1994 — 2000 Designer Self Employed 1988 - 1994 PROFESSIONAL AFFILIATIONS: Professional Member, SEGD. EDUCATION: Bachelor of Visual Arts in Graphic Design, Georgia State University. Gree,,r Crap December oo8 4 Methodology We have found that it is helpful to point out the similarities between our consulting role and that of an architectural consultant. The designs produced as a result of the design process are realized by adherence to the established functional, budgetary, aesthetic and schedule objectives and for this reason our firm does not manufacture or construct the resulting end product. We believe that the Client or Owner's best interests are achieved by creating designs independently of an individual manufacturer's capabilities, resulting in a system that can be competitively bid by a number of qualified vendors. We have no financial relationship with a particular manufacturer and believe that this provides the Owner with an objective solution. As a separate added service, we offer the administration and management both the bidding / purchasing process and then continuing management of the implementation of the entire system. Internally, we have established a project management structure which consists of a principal in charge who will be your primary contact throughout the duration of the project. Under the principal -in -charge, the project manager will direct others, both in-house and contractors, to perform the tasks necessary to produce the deliverable design products and materials which will communicate design work to you and other constituencies. During design concepting or other labor-intensive periods of project work we will utilize other associates as required. Greear Graphics is the Environmental Graphics division of Buch, Geiger & Greear, Inc. a Georgia stock Corporation with two stockholder principals and is licensed to do business from our location in Atlanta. We understand the basic parameters for designing a quality signage and wayfinding program for complex projects. Along with aesthetic considerations, successful execution is partially due to honoring an established schedule and budget. Teamwork and collaboration are essential to our approach to any project. Greear Graphics has extensive collaborative experience from which to draw upon. In our work, we must always present our ideas from a collaborative stance to obtain input, adjust concepts and gain approval with Owners and other constituencies. To be successful, the concepts must be based on a sound rationale and offer attractive yet reasonable choices to the reviewer. iii:_. GraphDec rnbeer 3, ..'i3 Related Experience TRANSPORTATION 1996 Olympic Gimes Transportation System Birmingham International Airport Bishop International Airport Columbia Metropolitan Airport Jacksonville International Airport Tampa International Airport New Orleans International Airport Orlando International Airport Palm Beach International Airport HEALTH CARE Forrest General Hospital, Hattiesburg. MS Kennestone Hospital, Marietta, GA Memorial Hospital, Chattanooga, TN Pheobe Putney Hospital, Albany, GA St. Joseph's Medical Center, Atlanta St. loan's Hospital, Springfield, IL OFFICE & INSTITUTIONAL BellSouth Metro Campuses Centers for Disease Control Coca-Cola Visitor's Center Cumberland Commons Business Park Lenox Park. Atlanta Lowe's Corporate Headquarters Northchase Office Park Riverwood Office Park Turner Broadcasting Headquarters Some eolec's compieteii while with Dine 5 Mils CIVIC, CONVENTION & SPORTS Atlanta City Wayfinding Signage Georgia World Congress Center Jacksonville Ballpark Jacksonville Arena Washington DC Convention Center RETAIL BRANDING BP/Amoco convenience store, global image Citgo Convenience Stores, nationwide Del Rio Superettes, Chihuahua, Mexico Gulf Coast Shopping Center, Ft. Meyers Las Isla Shopping Center, Alcapulco Lenox Square Shopping Center, Atlanta Nava Retaurant, Atlanta Sado Shopping Center. Orlando Stop n Go Stores Texaco, gas island graphics worldwide Ultramar Stores, Canada HOSPITALITY & RESIDENTIAL Club 36 Resort, Las Vegas The Fountains Resort, Orlando Jamestown Marina and Resort, Kentucky Marriott's Aruba Surf Club Marriott's Playa Andaiuza Vacation Club 5. 2008 Related Experience 1996 0!..Y"MIC TRANSPORTATION SYSTEM The Olympic Transportation System needed a Wayfinding Master Plan for a shuttle bus system for the 1996 Olympic Games. The project included developing a design for the system that incorporated "the look of the games" theming, yet created a unique, identifiable brand. Signage included vehicular trail -blazers and pedestrian directionals leading up to and inside remote parking lots surrounding the Atlanta area. The project required working in conjunction with traffic engineers to develop a signage hierarchy, a site plan and an overall master plan for a sign system that would be in place for the duration of the Olympic Games. J f r2 T2s n a.,m> tn'x.mro 6 _&0 r Graphics December 5, 2008 Related Experience ATLANTA CITY-WIDE WAYFINDING Central Atlanta Progress funded this project to identify and direct visitors to Atlanta's most prominent destinations. Working with Corbin Design and URS Engineering, the city was divided into "neighborhoods" with each having its own color designation. The signs were designed to evoke a sense of heritage reflecting the downtown architecture. Responsibilities included wayfinding strategy, sign audit, location survey, and design review. N I:C 1 (ecernbe 5, 230 Rel _ Exp e r 8 'ATLANTIC STATION This development replaced an unsightly industrial brownfield with a mixed-use complex using an architectural style that recalls town squares of the thirties and forties. The pedestrian oriented streetscape is accessed from over 20 stairwells that lead to a massive parking deck below grade. The entire site was divided into color -coded neighborhoods which was reflected in the signage, mapping, and handouts. The design of the signage recalls the heyday of train transportation, which is also reflected in the architecture of the complex. Responsibilities included wayfinding strategy, signage design, and vendor supervision. Experience ClNC!NNATi IN T ERIs4ATIONAL AIRPORT The addition of a new concourse generated the need for a redesign of the wayfinding and signage of the entire airport including the shuttle system. The sign concept was designed to compliment the interior architecture through the choice of expressed details and contemporary materials. Responsibilities included wayfinding planning and sign design. Terminal Concourses B & C Baggage Claim 9 Related Experience JACKS OP,ASEBA: GROi)NDS Jacksonville, Florida built this ballpark to attract a MA baseball team to the city. The ballpark was designed to evoke the golden era of baseball. The signage design supported this theme through typestyle, detailing and colors that emulate the graphics of the 1930's and 1940's. Responsibilities included wayfinding, design, and bid documentation. BASEBALL or JACKSONVILLE 14011£ PLATI; z.g . . r 1 0 Related nce WALKWAY TO BUILDING'' ON LEVEL 1 11 W/yA '! TO 3 § ON LEVEL LOSES CORPORATE HEADQUARTERS Lowe's relocation to a new multi -building campus required a wayfinding system that supported their image as a user-friendly home improvement center. Interior and exterior signage was designed to compliment the architecture. In addition to color -coding the parking deck levels, pictographs of Lowe's store offerings were incorporated into the design. Responsibilities included master -planning, design, and vendor supervision. WALKWAY TO BUILDING ON LEVEL 1 4 WALKWAY TO BUILDING ON LEVEL 1 WALK WAY TO BUILDING ON LEVEL 1 DATE: March 30, 2009 SUBJECT: City Manager Approval —April 3, 2009 ITEM: Consider City Manager Approval to execute an Agreement with Greear Graphics to use Hotel Occupancy Tax monies for consulting services for wayfinding signage system design. Department: Staff Person: Convention and Visitors Bureau Nancy Yawn, Director Justification: The Tourism & Development Marketing Plan adopted by the City of Round Rock in 2004 recommended wayfinding signage. Funding: Cost: $7,250 Source of funds: Hotel Occupancy Tax Outside Resources: N/A Background Information: The Convention and Visitors Bureau issued a request for quotes and after considering all bids submitted, chose Greear Graphics to provide this service to the city. Public Comment: N/A UPDATED APRIL 2008