HomeMy WebLinkAboutTranscore ITS, LLC-10/21/2013Professional Services Agreement
Wireless Communication and Camera Network System Audit
Project Number TOF-220
This agreement is between the City of Waterloo, Iowa (City) and Transcore ITS, LLC of Ankeny, Iowa for
Transcore to conduct a system audit of the City's wireless communications and camera network. The current
camera communication and distribution system has not been operating at an acceptable level. The City of
Waterloo wishes for an engineering review, evaluation, and re -design of the system for improvement
recommendations with a goal of attaining 95% reliability.
A. TRANSCORE'S RESPONSIBILITY
1, General
The work completed under this contract consists of evaluation and design services for the city of
Waterloo Iowa. Evaluation and design services will be conducted both in-house and in the field to provide
the best possible solution. Care will be taken to emphasize a solution which focuses on utilizing the current
communication equipment. Base details for this contract include the following:
• All final design work shall conform to City of Waterloo Iowa and NEC Standards and
specifications.
• All radio work shall conform to FCC Requirements and Regulations.
• Payment under this contract shall be Fixed Price by task as per Section B Compensation
herein. This does not include Part 2 equipment costs.
• The project will be conducted in a timely manner and not to exceed 6 calendar months from
the date this agreement is approved by City Council of Waterloo, Iowa.
• The attached TransCore Standard Terms, Conditions and Other Information 2013, are
applicable to this Professional Services Agreement and are appended hereto.
Communication System Inventory - Task 1
• Evaluate current documentation of communication system
• Conduct site survey to obtain GPS coordinates and radiation centers of critical camera and
communication infrastructure (Completed by others)
• Document model and firmware status of all critical camera and communication equipment
(Completed by others)
• Conduct Spectrum Analysis of current communication system (Completed by others)
3. Radio Communication Analysis - Task 2
• Plot critical camera and communication locations in terrain evaluation software
• Plot current radio communication path
• Evaluate current communication path profiles for availability and reliability using telemetry
software
• Calculate Fade Margins and conduct loss analysis using Industry Radio Frequency Analysis
tools
Communication Re -Design and Recommendation - Task 3
• Determine optimal communication path
• Plot proposed radio communication path
• Evaluate proposed radio communication path in terrain evaluation software
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• Evaluate proposed communication path profiles for availability and reliability using
telemetry software
• Conduct transmitter testing for suspect links
• Calculate Fade \largins and conduct loss analysis using Industry Radio Frequency Analysis
tools
• Ensure bandwidth requirements are adequate for proposed communication path
® Propose an implementation plan to minimize downtime and optimize efficiency
• Propose an optimal frequency plan to minimize radio interference and reduce noise floor
B. COMPENSATION METHOD
® City will compensate TransCore for the Fixed Price amounts by Task as follows:
o Communication System Inventory — Task 1 = 56,202.10
c Radio Communication Analysis — Task 2 = 58,180.88
O Communication Re -Design and Recommendation — Task 3 = S 15,566.94
• In case of a need for additional services additional amounts may be made available by
mutual agreement and will only be valid if approved by Waterloo City Council.
• Transcore may submit monthly billing statements. Billing statements shall indicate the
project number TOF-220.
For City of Waterloo:
Name:
•
Title: Mayor
Date
For Transcore ITS. LLC:
Name:
Title:
Date
See .Uuac hed Terrns and Conditions a Inch follow.
201
rransCare tis, LiC Scardard Terms, Conditions and Ctherlrfarmaecn
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TransCore's Quote, to which this document is appended, is predicated on the following Terns, Conditions, and Other
Information. ~Z r_ e= _..: i ,13 L 3 a 7L,:(2.: c3 Upon acceptance of the Quote, this
document shall automatically become a part of any final Purchase Order or other contractual agreement between the parties.
EXCLUSIONS
The quoted price expressly excludes the following items: (check all that are applicable)
►/
Traffic Control ►/ Permits ►1 Performance, Payment or Maintenance Bonds
As -Built Drawings ►1 Prevailing Wages ® Liquidated Damages
Installation of Underground Infrastructure, including conduit or junction boxes
1.
Payment
All invoices, prepared in accordance with the Milestone Billing Schedule or Payment Terms, shall be paid Net
30 days from the date invoice is received. Late payments are subject to a smaller of 1.5% per month or
maximum interest charges allowed by laws of State of Iowa. Payment shall be made as follows:
For Domestic Wires:
Wells Fargo
420 Montgomery St
San Francisco CA 94104
612-316-0999
Acct # 2000062859446 Routing # 121000248
Beneficiary: TransCore Holdings, Inc., on behalf of TransCore ITS, LLC
Please do not use these
addresses for anything but
payments.
For Hard Copy Checks:
TransCore
PO Box 935321
Atlanta, GA 31193
Overnight Mail for checks:
Wells Fargo/TransCore
Attn: 935321
3585 Atlanta Ave
Haneville. CSA 30354
2. Standard of
Care
TransCore, in performing any services under this agreement, shall perform in a manner consistent with that
level of care and skill ordinarily exercised by members of the profession currently practicing under similar
conditions and in similar locations.
3. Entire
Agreement
In any resultant Agreement, the following will be the Order of Precedence: (a) These Terms and Conditions;
(b) any other Customer Contract, Purchase Order or other such document appended hereto.
4. Critical Design
Phase
If during the critical design phase of the Contract, TransCore and Customer fail to reach mutual agreement on
the Functional Detail Design and Acceptance Criteria, either party may terminate the Contract for convenience
without any obligation or liability to the other party.
5. Limitation of
Liability
a. TransCore's total liability to Customer for any and all liabilities arising out of or related to this contract, from
any cause or causes, and regardless of the legal theory, including breach of contract, warranty, negligence,
strict liability, statutory liability, or any indemnification obligation, shall not, in the aggregate, exceed the
amounts paid to TransCore under the Contract.
b. IN NO EVENT SHALL EITHER TRANSCORE OR THE CUSTOMER BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ECONOMIC DAMAGES (INCLUDING,
BUT NOT LIMITED TO LOST PROFITS AND LOST BUSINESS OPPORTUNITY), REGARDLESS OF THE
LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF THE PARTIES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Any claim by Customer against TransCore relating to this contract, other than in warranty, must be made in
writing and presented to TransCore within one (1) year after the earlier of. (1) the date on which the Customer
accepts the deliverable at issue; or (2) the date on which TransCore completes performance of the services
specified in this Contract. Any claim under warranty must be made within the time specified in the applicable
warranty clause.
6. Software
Licensing
All TransCore-owned and developed software will be provided in accordance with TransCore's Standard
License Agreement. TransCore shall be granted unlimited user rights to all software interfaces developed
during the Contract.
7. Delays
In the event that TransCore is delayed in performing services under this Agreement by the Customer,
govemmental bodies, or contractors, agents, public utilities, patrons, or other third parties, and such delay
results in an increase in costs to TransCore or the time for performance, Customer shall negotiate an
equitable adjustment to the Contract price, schedule, or both. TransCore shall provide timely written notice
after becoming aware of a delay or the happening of such an event.
8. Document
Review and
Approval
a. Any drawing, report, manual, or other data submitted for the Customer's review shall be approved or
disapproved within fourteen (14) calendar days of receipt. If the item is disapproved, then the Customer will
provide detailed comments that define the nature and extent of the deficiency and the type of remedial action
expected. If the Customer does not approve or disapprove within fourteen (14) calendar days, or if the
Customer's comments are not received within the fourteen (14) day period, then TransCore's schedule will be
extended commensurately.
b. This Contract provides for submission of one (1) draft for comments, and one (1) final submittal of the
documents and manuals. If the Customer requires additional submittals, equitable adjustments to the
schedule and/or price will be handled through change orders to this Contract.
9. Force Majeure
Except as otherwise expressly provided herein, neither party hereto shall be considered in default in the
performance of its obligations hereunder to the extent that such performance is prevented or delayed by any
cause, existing or future, which is not within the reasonable control of such party including, but not limited to,
acts of God or the public enemy, fires, earthquakes, explosion, riots, strikes (not including strikes of the
Contractor's staff personnel), or war, terrorist acts, or inclement weather, where the party whose performance
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was delayed did not otherwise cause or contribute to the cause of the delay or not prevent, when able to
prevent, such delay. Notwithstanding the foregoing, the failures of any of the Contractor's suppliers,
Subcontractors, or the like shall not excuse TransCore's performance except to the extent that such failures
are due to any cause without the fault and outside the reasonable control of such suppliers, subcontractors, or
the like including, but not to, acts of God or the public enemy, fires, explosion, riots, strikes (not including
strikes of the Contractor's staff personnel), or war, terrorist acts, or inclement weather.
10. Disclaimer of
Implied
Warranties
THE EXPRESS WARRANTIES, IF ANY, CONTAINED IN THIS CONTRACT ARE THE SOLE AND EXCLUSIVE
WARRANTIES PROVIDED BY TRANSCORE. TRANSCORE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR
PAST DEALINGS BETWEEN THE PARTIES.
11. System
Warranty
A. TRANSCORE WARRANTS, FOR A PERIOD OF ONE (1) YEAR FROM SUBSTANTIAL COMPLETION, [THAT BEING
THE DATE OF BENEFICIAL USE OF THE SYSTEM] THAT THE SYSTEM PROVIDED UNDER THE CONTRACT WILL BE
OF GOOD QUALITY AND MATERIALS IN ACCORDANCE WITH THE (SYSTEM DESIGN DOCUMENT/TECHNICAL
SPECIFICATIONS). IN THE EVENT OF AN INCIDENT REQUIRING MAINTENANCE OUTSIDE OF THE NORMAL
PREVENTIVE, PREDICTIVE, AND CORRECTIVE REQUIREMENTS SET FORTH HEREIN, INCLUDING BUT NOT
LIMITED TO FORCE MAJEURE, VANDALISM, THEFT, OR ACCIDENTS, TRANSCORE WILL PERFORM SUCH WORK ON
A TIME AND MATERIALS BASIS.
B. WARRANTY EXCLUSIONS: THE WARRANTIES PROVIDED FOR HEREIN DO NOT APPLY TO PROVISION OF THIRD
PARTY COTS UPGRADES, CONSUMABLE ITEMS AND MATERIALS, OR TO THE SYSTEM DUE TO NORMAL WEAR
AND TEAR; FAILURES OR DAMAGE RESULTING FROM CAUSES OUTSIDE OF THE BASIC EQUIPMENT, INCLUDING
BUT NOT LIMITED TO: (I) MISUSE DUE TO FAULT OR NEGLIGENCE OF CUSTOMER OR ITS OTHER CONTRACTORS
OR AGENTS; (II) TO DAMAGE FROM POWER SOURCES OR PERIPHERAL EQUIPMENT NOT DELIVERED WITH
TRANSCORE'S SYSTEM; (III) OPERATION OF THE EQUIPMENT OUTSIDE OF THE MANUFACTURERS' SPECIFIED
ENVIRONMENTAL CONDITIONS; (IV) VANDALISM; (V) MAINTENANCE, MODIFICATIONS OR REPAIRS BY PARTIES
OTHER THAN TRANSCORE OR ITS DESIGNATED AGENTS; (VI) TO THE EXTENT SERVICES ARE PROVIDED WITH
RESPECT TO THE SYSTEM BY OTHERS WITHOUT TRANSCORE'S APPROVAL AND SUCH SERVICES CAUSE
TRANSCORE TO BE UNABLE TO PERFORM THE SERVICES HEREUNDER OR TO BE ABLE TO PERFORM THE
SERVICES ONLY AT ADDITIONAL COSTS WHICH ARE NOT REIMBURSED BY CUSTOMER; OR (VII) TO LOSS OR
DAMAGE TO ANY THIRD PARTIES NOR ANY CONSEQUENTIAL DAMAGES.
12. Changes
a. Customer may, at any time by written notice and without notice to sureties or assignees, make minor
changes within the general scope of this Contract in any one or more of the following: i. Drawings, designs, or
specifications; ii. Method of shipping or packing; iii. Place of inspection, acceptance, or point of delivery; iv.
Delivery Schedule; and v. Other
b. Should any such change increase or decrease the cost and/or the time required for performance of this
Agreement, an equitable adjustment may be requested by TransCore or Customer in the price, delivery
schedule or both. The request for adjustment should include charges for redundant material, work in process
and any other costs involved.
c. Any claim for cost associated with a change in the scope of the work shall be negotiated between
TransCore and Customer. Adjustments to price shall be computed by agreement of a fixed price. Customer
may request that TransCore submit a written proposal indicating the price at which TransCore would be willing
to perform certain changes in the work as described by Customer. Upon receipt of such a request, TransCore
shall prepare and submit such proposal promptly, but no later than thirty (30) business days. If TransCore
and Customer agree in writing as to the price to be paid to TransCore for the work changes, this Contract
shall be deemed amended in accordance therewith.
13. Hazardous a. Unless otherwise expressly provided in the Contract to be part of the work, TransCore is not responsible for
Conditions and any hazardous conditions encountered at the site. Upon encountering any hazardous conditions, TransCore
Differing Site will stop work immediately in the affected area and duly notify Customer, and, if required by legal
Conditions requirements, all govemment or quasi-govemment entities with jurisdiction over the project or site. Upon
receiving notice of the presence of suspected hazardous conditions, Customer shall take the necessary
measures required to ensure that the hazardous conditions are remediated or rendered harmless. Such
necessary measures shall include Customer retaining qualified independent experts to (i) ascertain whether
hazardous conditions have actually been encountered, and, if they have been encountered, (11) prescribe the
remedial measures that Customer must take either to remove the hazardous conditions or render the
hazardous conditions harmless.
b. TransCore shall be obligated to resume work at the affected area of the project only after Customer's
expert provides it with written certification that (i) the hazardous conditions have been removed or rendered
harmless and (ii) all necessary approvals have been obtained from all govemment and quasi-govemment
entities having jurisdiction over the project or site. TransCore may be entitled to an adjustment in its Contract
price and/or schedule to the extent TransCore's cost and/or time of performance have been adversely
impacted by the presence of hazardous conditions.
c. To the fullest extent permitted by law, Customer shall indemnify, defend, and hold harmless TransCore,
TransCore's consultants, subcontractors, anyone employed directly or indirectly for any of them, and their
officers, directors, employees, and agents, from and against any and all claims, losses, damages, liabilities,
and expenses, including attorneys' fees and expenses, arising out of or resulting from the presence, removal,
or remediation of hazardous conditions at the site.
14. Duty to
Cooperate
Customer shall, throughout the performance of the work, cooperate with TransCore and perform its
responsibilities, obligations, and services in a timely manner to facilitate TransCore's timely and efficient
performance of the work, and so as not to delay or interfere with TransCore's performance of its obligations
under the Contract Documents.
15. Risk of Loss The Customer shall bear all risk of loss for materials and equipment upon delivery to job site of the Customer.
16, Indemnification
Each party shall defend, indemnify, and save the other harmless from and against any liability, loss, costs,
expenses, or damages to the extent caused by its acts or omissions or negligence. The indemnifying party
shall defend said action at its own expense, and shall pay and discharge any judgment that may be rendered
in any such action. If such indemnifying party fails or neglects to so defend, the party sued may defend the
same and any expenses, including reasonable attomey's fees, which it may pay or incur in defending said
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action and the amount of any judgment which it may be required to pay shall be promptly reimbursed upon
demand.
17. Termination
for
Convenience
Customer or TransCore may at any time terminate this Agreement for convenience by giving fifteen (15) days
written notice of termination. Upon termination, TransCore will be paid the reasonable value for services
actually performed, based upon proration of the payment schedule set forth in this Contract. Under no
circumstances shall TransCore be paid an amount in excess of the maximum amount of the Contract.
18. Termination
for Cause
a. If TransCore is terminated for default it shall not be liable for special, consequential, or economic damages,
but strictly reasonable additional costs incurred by the Customer in completing the work.
b. Prior to a termination for default, TransCore shall be given the opportunity to commence cure after receipt
of written notice to cure a default. In the event that TransCore fails to complete such cure within such period,
or fails to exercise diligent efforts to complete the cure, within sixty (60) days of receipt of written notice,
Customer shall have the right to terminate this Contract for default.
19. Governing
Law
This Contract shall be construed, interpreted and the rights of the parties determined in accordance with the
laws of the State of Iowa, without regard to its conflicts of law principles.
20. Disputes
Customer and TransCore agree to first enter into negotiations to resolve any controversy, claim or dispute
("dispute") arising under or relating to this Agreement. The parties agree to negotiate in good faith to reach a
mutually agreeable resolution of such dispute within a reasonable period of time. If good faith negotiations are
unsuccessful, Customer and TransCore agree to resolve the dispute by arbitration in accordance with the
JAMS Comprehensive Arbitration Rules and Procedures or JAMS Streamlined Arbitration Rules and
Procedures then in effect. The arbitration shall take place in the County of Dauphin, Commonwealth of
Pennsylvania. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the
dispute, and may not award punitive damages. The decision of the arbitrator(s) shall be final and binding on
the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent
jurisdiction.
21. System -Wide
Installation
As required, TransCore's price and schedule is predicated on the fact that all workstations must participate in
all installation upgrades and releases to the system. If certain workstations opt out of the upgrades and
releases then any additional work needed to be done in the future will be performed on a time and materials
basis.
22. Taxes
The stated rates do not include federal, state or local taxes based upon or measured by sales or use of
equipment listed in the attached schedule. The Customer agrees to pay any such taxes which are in effect at
the time.
23. Mobilization/ Should the resultant Contract require ramp up for a term of Tess than twelve (12) months, mobilization and/or
Demobilization demobilization costs may be billed to Customer.
24. Insurance
TransCore will provide the following insurance coverage, with the deductibles as indicated:
Commercial General Liability:
Fire Damage (any one fire):
Medical Expenses (any one person):
Personal & Advertisement Injury:
Products — Completed Operations Aggregate:
DEDUCTIBLE:
Comprehensive Automobile Liability / DEDUCTIBLE:
Workers' Compensation:
Employers' Liability / DEDUCTIBLE:
Excess Liability (Umbrella):
Professional (E & 0) Liability / DEDUCTIBLE:
Property coverage/Special Causes of Loss:
DEDUCTIBLE:
$1,000,000; $5,000,000 General Aggregate
$100,000
$10,000
$1,000,000
$2,000,000
$200,000
$2,000,000 combined single limit / $100,000
Statutory
$1,000,000/$1,000,000/$1,000,000 / $250,000
$50,000,000 aggregate
$15,000,000 per claim; $15,000,000 aggregate / $250,000
$300,000,000 loss limit/occur (values/schedule; $1,000,000
loss limit at unnamed locations). $500,000 coverage on
valuable papers included. $1M limit on domestic transit.
$100,000 base property dedJ$25,000 ded. for domestic
transit
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