HomeMy WebLinkAbout507829 AEGIS ITS INC - CONTRACT - RFP - 7397 TRAFFIC SIGNAL CONTROL SYSTEMSERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and AEGIS ITS, INC, hereinafter referred to as "Service Provider".
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Service Provider agrees to provide services in
accordance with the scope of services attached hereto as Exhibit "A", consisting of ten (10)
pages and incorporated herein by this reference.
2. The Work Schedule. The services to be performed pursuant to this Agreement
shall be performed in accordance with the Work Schedule attached hereto as Exhibit "D",
consisting of one (1) page, and incorporated herein by this reference.
3. Contract Period. This Agreement shall commence upon the date of execution
shown on the signature page of this Agreement, and shall continue in full force and effect until
March 31, 2013, unless sooner terminated as herein provided.
4. Delay. If either party is prevented in whole or in part from performing its
obligations by unforeseeable causes beyond its reasonable control and without its fault or
negligence, then the party so prevented shall be excused from whatever performance is
prevented by such cause. To the extent that the performance is actually prevented, the Service
Provider must provide written notice to the City of such condition within fifteen (15) days from
the onset of such condition.
5. Early Termination by City/Notice. Notwithstanding the time periods contained
herein, the City may terminate this Agreement at any time without cause by providing written
notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15)
days prior to the termination date contained in said notice unless otherwise agreed in writing by
Services Agreement
Page 1 of 21
• An updated project schedule with deployment progress of the traffic signal
control system software and controllers.
• An updated list of Service Provider and City of Fort Collins action items
with status and required completion dates.
• A description of current and anticipated project problem areas and steps
required to address each problem.
• A summary of completed and upcoming Service Provider activities.
2. Acceptance Testing
The Service Provider is advised that they will be responsible for developing and
executing the testing requirements of the traffic signal control system software along
with local controllers. Since the successful implementation of the traffic signal
control system software is dependent on a complex, integrated blend of software,
hardware and processes, The City of Fort Collins considers this aspect of the
procurement to be a critical part of the deployment.
Acceptance testing must confirm that system hardware, software and integration
have been implemented successfully; and that the functional requirements of the
City of Fort Collins have been met.
2.1 Acceptance Testing
The completed functional requirements spreadsheet submitted by the vendor
will form the basis for acceptance testing along with the items listed below.
Final acceptance testing shall include tests for the COTS traffic signal control
system software, additional software modules implemented, controllers and
communications between the field devices and the TMC components. The test
period for final acceptance testing will be 30 days of error free operation. The
City may choose to pause the testing period on days spent correcting errors or
verifying that the errors have been corrected without introducing new errors. If
significant errors are discovered, The City of Fort Collins may choose to restart
the 30 day acceptance test period with no additional cost to the City once the
errors are corrected. The Service Provider must provide on -site technical
support, as needed, for all components of the central hardware and software
during acceptance testing.
Final acceptance testing must verify the following:
a) Central traffic signal control system software is properly installed and
configured.
b) ASC/3 rack mount controllers are operating properly.
c) All functional requirements are met.
d) Integration of the central traffic signal control system software with existing
TMC equipment, and the communications network is complete and
successful
Services Agreement
Page 10 of 21
e) Interfaces between the central traffic signal control system and additional
subsystem modules as applicable, function properly.
f) Data conversion by the Service Provider is complete and valid.
g) Alarms and reports are generated as designed.
h) Bug fixes are successful.
The City of Fort Collins will evaluate the success of each test. The test
procedures conducted by the Service Provider must not prevent the operation
of existing systems or cause system interruptions unless otherwise approved
by The City of Fort Collins.
2.2 Test Reports
The Service Provider shall record all test results. Each report should follow the
steps enumerated in the test procedures. The following items must be included
in the test reports:
a) Reference to the appropriate test and test procedures.
b) Date of test.
c) Test results for each test segment, including a pass/fail indication and any
modifications made to the procedures during the test.
d) Identification of the Service Provider's tester and of The City of Fort
Collins's representative witnessing the test.
e) Provision for comments by The City of Fort Collins's representative.
f) Copies of any variance reports generated.
g) System logs or printouts saved as part of the test.
2.2.1 Variance Reports
A variance report shall be prepared by either the Service Provider or The
City of Fort Collins personnel each time a deviation from any part of the
functional requirements is detected. The Service Provider's project
manager must collect and maintain variance reports. Variance reports
must include a complete description of the variance including the
following items:
b) The date and time the variance was first discovered
c) Variance classification (see Class descriptions below)
d) Variance status (open, closed or pending)
e) Appropriate references to the functional requirements or test
procedures
Services Agreement
f) A description of the test conditions at the time the variance was
Page 11 of 21
detected and the two steps performed prior to the failure
g) Identification of the Service Provider's and/or The City of Fort
Collins' witness submitting the report Variances should be classified
by the originating organization's project manager and reviewed by
both project managers, with the City of Fort Collins project manager
having the final right of approval. Each variance must be assigned
to one of the following four classes, depending on its severity and
impact:
Class A: A severe variance (dead crash or multiple function
failure) that prevents invalidates or significantly impairs system
operations. Testing must stop for immediate evaluation and
correction by the Service Provider. The City of Fort Collins
reserves the option to restart the 30 day acceptance testing
period due to Class A variances.
Class B: A significant variance (essential function failure with
operator unaware).
The City of Fort Collins may pause the testing period or allow
testing to continue. If testing is allowed to continue, the variance
must be corrected by the end of the current session or day of test.
Class C: A significant variance (partial function failure with
operator notified). The City of Fort Collins may pause the testing
period or allow testing to continue. If testing is allowed to
continue, the variance must be corrected by the end of the current
session or day of test.
Class D: A minor or isolated variance including annoying
features. Testing will continue and the variance will be corrected
and tested at a mutually agreed upon time (e.g. at the end of the
test or later in the test period).
2.2.2 Disposition of Variances
The Service Provider shall document actions taken to correct variances.
Sufficient information should be provided to enable a City of Fort Collins
representative to determine the need for retesting the function, for
testing interaction with any previously tested function and for updating
appropriate documentation as a result of the corrective action. The City
of Fort Collins must approve variance corrections that would result in a
change to an approved document prior to their implementation by the
Service Provider. The variance report should be completed when the
Service Provider and The City of Fort Collins representatives
acknowledge, by signatures, correction of the variance. Variance reports
must be made available to The City of Fort Collins. The Service Provider
must maintain and periodically distribute (frequency of distribution based
Services Agreement
Page 12 of 21
on testing activity) a variance summary that lists for each variance, the
variance number, functional identification, variance class and current
status.
2.3 Unstructured Testing
A period of unstructured testing must be allocated to allow The City of Fort
Collins representatives to verify proper operation of the traffic signal control
system software under conditions not specifically included in the approved test
procedures. Unstructured testing must be conducted in compliance with the
following condition:
a) One week during the 30 day test period must be reserved for unstructured
testing of the traffic signal control system software by The City of Fort
Collins representatives. The Service Provider's tester may be present for
consultation with The City of Fort Collins representatives during the
unstructured test period.
2.4 Final Acceptance and Warranty Period
The City of Fort Collins will grant final acceptance of the traffic signal control
system software, controllers, hardware, configuration, data conversion, training
and other services following the Service Provider's completion of all such work
in accordance with the contract and after successful completion of the 30 day
acceptance testing period. The established acceptance date will mark the
beginning of the Vendor's initial warranty period. The City of Fort Collins will
make the appropriate milestone payment at this time.
If any portion of the system or services is deemed unacceptable to The City of
Fort Collins the Service Provider must repair or replace unacceptable traffic
signal control system hardware, controller(s), software, customizations or
services within a mutually agreed upon time period at no additional charge to
The City of Fort Collins. If the Service Provider does not correct or replace the
unacceptable system component or services within the specified time period, or
such system component or services are deemed unacceptable by The City of
Fort Collins, it may, at its option, return the unacceptable component to the
Service Provider with an explanation of why it is unacceptable. The Service
Provider must refund to The City of Fort Collins any amounts paid for said
component prior to final acceptance. Failure to replace or correct unacceptable
components or services may be grounds for default.
3. Training
All training required for The City of Fort Collins to successfully operate and manage
the traffic signal control system shall be provided as part of the contract price. Any
travel or lodging expenses for training shall be included in the contract price.
Training must be suitable for two target audiences as identified below:
Services Agreement
Page 13 of 21
• Traffic Systems Engineers
• Traffic signal technicians
3.1 Training Locations
Training will be conducted at the City of Fort Collins TMC, Traffic Signal Shop
and field locations as appropriate.
3.2 Instructors
The instructor or instructors provided by the Service Provider must have a full
understanding of the traffic signal control system, hardware and controllers.
Instructors must demonstrate a thorough knowledge of the material covered in
the training and familiarity with the training manuals. If prerecorded lectures or
other video presentations are part of the training, the instructor or a qualified
substitute must also supplement recorded material. A qualified instructor must
present all material to The City of Fort Collins in person. The City of Fort
Collins reserves the right to review and approve all instructors. Should an
instructor prove unsatisfactory to The City of Fort Collins, the Service Provider
must provide a suitable replacement.
3.3 Manuals and Instructional Aids
Upon completion of the training, all training materials utilized during the training
of City staff, including but not limited to instructor's manuals, training manuals,
video and DVD/CDs will be retained by The City of Fort Collins. As part of the
documentation, the Service Provider must provide The City of Fort Collins with
all changes and revisions to the training manuals and other training
documentation. The City of Fort Collins reserves the right to copy all training
manuals and aids for use in future City of Fort Collins training sessions. The
Service Provider must provide The City of Fort Collins with licenses for any
materials that the Service Provider does not own copyright. The Service
Provider must furnish for use during training all special tools, equipment,
training aids and any other materials required to train course participants. The
number of special tools and other training equipment must be adequate for the
number of participants attending the course.
4. Documentation
The Service Provider shall provide The City of Fort Collins with complete
documentation of the traffic signal control system. Each document must be identified
by a document number, The City of Fort Collins contract number and date. Where a
document is revised for any reason, each such revision must be indicated by the
revision number, date and explanation in a revision block along with an indication of
official approval by the Service Provider's project manager.
The City of Fort Collins requires a copy of all final Service Provider -supplied
documentation in an electronic file format compatible with commercially available
Services Agreement
Page 14 of 21
software such as Microsoft Office or Adobe Acrobat.
5. Software and Licensing Terms
The Service Provider shall provide The City of Fort Collins with software licensing,
warranties, technical support and upgrades for all software and controller products in
the traffic signal control system software, including COTS, customized, 3rd party
products and database software. The Service Provider must provide the terms for
each software component. It is the Service Provider's responsibility to describe
clearly the terms that are included within the scope and budget of its submittal. Third
party licenses must be paid for within the submittal to cover the warranty and
maintenance periods.
5.1 Licensing Terms
The Service Provider shall provide all necessary software licenses used for this
project, including installations of software in servers, workstations, field laptops
and traffic signal controllers.
The Service Provider provides the following description of the licenses for all
software as follows:
1. Describe the structure of license between server and client components.
The Centracs software is licensed at the server level for a given number of
intersections. Service Provider has proposed a 250 intersection license
for the City. The license can be expanded in the future as needed. The
client software and the communications server software are not separately
licensed. There is no limit with regards to the Centracs license for number
of users.
2. Are "users" counted as the number of client installations or as the
maximum number of concurrent users or processes?
With regards to the Centracs license, users are not limited.
3. How is the number of traffic signal controllers and/or signalized
intersections related to the software licensing costs? What will be the
software licensing cost when adding to signalized intersections?
As in response to question 1, Centracs is licensed at the intersection level.
A 250-intersection license is included in our proposal. The license can be
expanded in 50-intersection increments. However, if the City expects to
exceed that number in the next few years, it is more economical to buy the
larger license up front.
Services Agreement
Page 15 of 21
4. Do different application modules and software packages have different
numbers of licensed concurrent users?
Centracs users are not licensed by quantity. However, Microsoft Server
2008 and Microsoft SQL Server 2008 do require an appropriate number of
Client Access Licenses (CALs). Service Provider has included sufficient
CALs to support 10 concurrent users. Some optional modules, such as
advanced CCN, utilize third party software that is sized by number of
connections, including users.
5. What is the maximum number of users allowed at the price quoted for the
license(s)?
Per the response to question 4, Service Provider has provided CALs for
10 concurrent users. The Centracs license does not limit the number of
concurrent users.
5.2 Warranty Terms
The Service Provider shall describe the proposed initial warranty including the
following:
1. Duration or term (minimum of two years) (Warranty Period)
Centracs is provided with a one-year warranty included in the license cost.
Service Provider is providing an additional year of maintenance (included
in our price proposal) to give the City the two years of warranty coverage
required following acceptance.
2. Description of services
Warranty (and ongoing maintenance) support includes unlimited
telephone and remote access support from Service Provider's Colorado
Springs technical center. Service Provider's team of four dedicated
Centracs system support engineers allows Service Provider to respond
quickly to any customer questions and problems as they arise. In addition
to this support, patch releases for bug fixes are included in the coverage
and can be installed remotely as available. New feature releases are also
included in the support and Service Provider typically targets one upgrade
per year. These upgrades can also be performed remotely.
3. Expected response times
Regular support is available during normal business hours, Mountain
Time. Service Provider also has their Econolite account manager and field
technician based in the Denver area. For emergencies, Service Provider
also has a toll -free 247 maintenance hotline.
Services Agreement
Page 16 of 21
4. Maximum number of repairs allowed for any single failure of the system
(minimum once per month)
No maximum number of repairs for any single failure.
5. Hours of response
Regular support is available during normal business hours, Mountain
Time. Outside of normal business hours clients can expect support
contact within 24 hours, including weekends.
6. If upgrades are included in the warranty, and if The City of Fort Collins is
required to pay for associated configuration costs
Upgrades are included with the year of included warranty and any
additionally purchased warranty. There are no associated configuration
costs with upgrades.
The cost of the first year of warranty must be included in the cost of the
software license. The Warranty Period, including manufacturer warranty, will
begin on the date of final acceptance, as described in Section 2. The duration
of the Warranty Period does not include time spent repairing significant
software failures.
5.3 Maintenance Terms
Service Provider shall provide system maintenance for at least one year
beyond the term of the warranty (Maintenance Period).
5.4 Technical Support Terms
Technical support shall be provided by the Service Provider to assist The City
of Fort Collins with routine questions regarding the use of the software.
Service Provider must provide technical support during system integration, the
Warranty Period and the Maintenance Period.
5.5 Upgrade Terms
Software upgrades shall be considered enhancements to the software code to
add new features or functions to the system or software patches to correct
errors, defects, malfunctions and security issues.
Service Provider must provide all released upgrades to the licensed software
modules at no cost through the Warranty Period. The traffic signal control
system software must retain all system, user configuration and preference
changes when upgrades are applied.
Services Agreement
Page 17 of 21
Client#: 1260332
305ECONOGRO
ACORD. CERTIFICATE OF LIABILITY INSURANCE
D
9/27/2012'YYY,
/27/zolz
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to -
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
r NAME: Vanessa Maldonado
NAME:
BBBT Insurance Services
PHONE 714 578-7256FAX877.297-1116
INCA/CNo :
(AIC, NoEat):of
Orange County
ADDRESS: Vmaldonado@bbandt.com
680 Langsdorf Drive Suite 100
Fullerton, CA 92831
INSURERS) AFFORDING COVERAGE
NAIC p
INSURER A: Travelers Property Casualty Co
25674
INSURED
INSURER B. Liberty Insurance Underwriters
36439
Aegis ITS, Inc.
INSURER C. RSUI Indemnity Company
22314
3360 E. La Palma Ave.
Anaheim, CA 92806
INSURER D :
INSURER E
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTRR
TYPE OF INSURANCE
NSRL
MD
POLICY NUMBER
MSUEIR MI DNLICY YYV
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$1,000,000
GENERAL AGGREGATE
$2,000,000
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AUTOMOBILE
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8103193N600TIL12
4/27/2012
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COMBINED ISINGLE LIMIT
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X
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per accident)
$
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PROPERTY DAMAGE
Per accident
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HIRED AUTOS X NON-0WNED
AUTOS
$
B
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UMBRELLA LIAB
X
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UMBLA2559181
4/27/2012
04/27/2013
EACH OCCURRENCE
$2 000,000
AGGREGATE
$2,000,000
EXCESS LIAR
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E.L. DISEASE -POLICY LIMIT
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Liability
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
Certificate Holder is added as Additional Insured per policy form #CGD2470805 part of policy
#6303193N600TIL12 and Certificate Holder is added as Additional Insured per policy form #CAT3010299 as part
of policy #8103193N600TIL12.
RE: 7397 Traffic Signal Control System.
Certificate Holder Amended to Read: The City, its officers, agents, and employees.
City of Fort Collins
City's Director of Purchasing and Risk Mangement
PO Box 580
Fort Collins, CO 80522
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2010/05) 1 of 1
#S9293911/M8575335
@ 1988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
VLMAL
COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 6303193N600TIL 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
(CONTRACTORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
NAME OF PERSON(S) OR ORGANIZATION(S):
As per Certificate Holder Name on the attached Certificate of Insurance.
PROJECTILOCATION OF COVERED OPERATIONS:
As per project description on the attached Certificate of Insurance.
1. WHO IS AN INSURED — (Section II) is amended
to include the person or organization shown in the
Schedule above, but:
a) Only with respect to liability for "bodily injury",
"property damage" or "personal injury"; and
b) If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" on or for the project, or at the
location, shown in the Schedule. The person
or organization does not qualify as an addi-
tional insured with respect to the independent
acts or omissions of such person or organiza-
tion.
2. The insurance provided to the additional insured
by this endorsement is limited as follows:
a) In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by a
"written contract requiring insurance" for that
additional insured, the insurance provided to
the additional insured shall be limited to the
limits of liability required by that "written con-
tract requiring insurance". This endorsement
shall not increase the limits of insurance de-
scribed in Section III — Limits Of Insurance.
b) The insurance provided to the additional in-
sured does not apply to "bodily injury", "prop-
erty damage" or "personal injury" arising out
of the rendering of, or failure to render, any
professional architectural, engineering or sur-
veying services, including:
L The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
ii. Supervisory, inspection, architectural or
engineering activities.
c) The insurance provided to the additional in-
sured does not apply to 'bodily injury" or
"property damage' caused by "your work'
and included in the 'products -completed op-
erations hazard" unless a "written contract
requiring Insurance" specifically requires you
to provide such coverage for that additional
insured, and then the insurance provided to
the additional insured applies only to such
"bodily injury" or 'property damage" that oc-
curs before the end of the period of time for
which the "written contract requiring insur-
ance" requires you to provide such coverage
CG D2 47 08 05 ® 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
the parties. All notices provided under this Agreement shall be effective when mailed, postage
prepaid and sent to the following addresses:
City:
Copy to:
Service Provider:
City of Fort Collins
City of Fort Collins
AEGIS ITS, Inc
Attn: Purchasing
Attn: Ward Stanford, Traffic
3360 E La Palma Ave
PO Box 580
Systems Engineer
Anaheim, CA 92806
Fort Collins, CO 80522
PO Box 580
Attn: Douglas Terry, COO
Fort Collins, CO 80522
DTerrvtbDaegisits.com
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the Service
Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole
right and remedy for such termination.
6. Contract Sum. The City shall pay the Service provider for the performance of this
Contract, subject to additions and deletions provided herein, per the attached Exhibit "C",
consisting of one (1) page, and Exhibit "E", consisting of one (1) page, and incorporated herein
by this reference.
7. City Representative. The City will designate, prior to commencement of the
work, its representative who shall make, within the scope of his or her authority, all necessary
and proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the City Representative.
8. Independent Service provider. The services to be performed by Service Provider
are those of an independent service provider and not of an employee of the City of Fort Collins.
The City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for
any other purpose.
9. Personal Services. It is understood that the City enters into the Agreement
based on the special abilities of the Service Provider and that this Agreement shall be
considered as an agreement for personal services. Accordingly, the Service Provider shall
Services Agreement
Page 2 of 21
COMMERCIAL GENERAL LIABILITY
or the end of the policy period, whichever is
earlier.
3. The insurance provided to the additional insured
by this endorsement is excess over any valid and
collectible 'other insurance", whether primary,
excess, contingent or on any other basis, that is
available to the additional insured for a loss we
cover under this endorsement. However, if a
"written contract requiring insurance" for that ad-
ditional insured specifically requires that this in-
surance apply on a primary basis or a primary
and non-contributory basis, this insurance is pri-
mary to "other insurance" available to the addi-
tional insured which covers that person or organi-
zation as a named insured for such loss, and we
will not share with that "other insurance". But the
insurance provided to the additional insured by
this endorsement still is excess over any valid
and collectible 'other insurance", whether pri-
mary, excess, contingent or on any other basis,
that is available to the additional insured when
that person or organization is an additional in-
sured under such 'other insurance".
4. As a condition of coverage provided to the
additional insured by this endorsement:
a) The additional insured must give us written
notice as soon as practicable of an "occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
f. How, when and where the "occurrence'
or offense took place;
If. The names and addresses of any injured
persons and witnesses; and
Ill. The nature and location of any injury or
damage arising out of the 'occurrence' or
offense.
b) If a claim is made or "suit' is brought against
the additional insured, the additional insured
must:
I. Immediately record the specifics of the
claim or "suit" and the date received; and
IL Notify us as soon as practicable.
The additional insured must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.
c) The additional insured must immediately
send us copies of all legal papers received in
connection with the claim or "suit", cooperate
with us in the investigation or settlement of
the claim or defense against the °suit", and
otherwise comply with all policy conditions.
d) The additional insured must tender the de-
fense and indemnity of any claim or "suit' to
any provider of "other insurance" which would
cover the additional insured for a loss we
cover under this endorsement. However, this
condition does not affect whether the insur-
ance provided to the additional insured by
this endorsement is primary to "other insur-
ance" available to the additional insured
which covers that person or organization as a
named insured as described in paragraph 3.
above.
5. The following definition is added to SECTION V.
— DEFINITIONS:
Witten contract requiring insurance" means
that part of any written contract or agreement
under which you are required to include a
person or organization as an additional in-
sured on this Coverage Part, provided that
the "bodily injury" and "property damage" oc-
curs and the "personal injury" is caused by an
offense committed:
a. After the signing and execution of the
contract or agreement by you;
b. While that part of the contract or
agreement is in effect; and
c. Before the end of the policy period.
Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05
POLICY NUMBER: 8103193N600TIL 12
COMMERCIAL AUTO
ISSUE DATE: 04 -27 - 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
Paragraph c. of the WHO IS AN INSURED provision 1. No liability is assumed by that person or organi-
includes the person or organization indicated below, zation for the payment of any premiums stated in
but only for his, her or its liability because of acts or the policy or earned under the policy.
omissions of an "insured" under paragraphs a. or b. of 2, In the event of cancellation of the policy, written
that provision, subject to the following additional pro- notice of cancellation will be mailed by us to that
visions: person or organization.
Person or Organization
Address
As per Certificate Holder Named on the attached Certificate of Insurance.
CA T3 01 02 99 Page 1 of 1
EXHIBIT B
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work under
this bid, the Service Provider shall furnish the City with certificates of insurance showing the
type, amount, class of operations covered, effective dates and date of expiration of policies, and
containing substantially the following statement:
"The insurance evidenced by this Certificate will not be cancelled or materially altered,
except after ten (10) days written notice has been received by the City of Fort Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its option,
may take out and maintain, at the expense of the Service Provider, such insurance as the City
may deem proper and may deduct the cost of such insurance from any monies which may be
due or become due the Service Provider under this Agreement. The City, its officers, agents
and employees shall be named as additional insureds on the Service Provider's general liability
and automobile liability insurance policies for any claims arising out of work performed under
this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's employees
engaged in work performed under this agreement:
Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile liability
insurance as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise directly or
indirectly from the performance of work under this Agreement. Coverage for property
damage shall be on a "broad form" basis. The amount of insurance for each coverage,
Commercial General and Vehicle, shall not be less than $500,000 combined single limits
for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall be
responsible for any liability directly or indirectly arising out of the work performed under
this Agreement by a subcontractor, which liability is not covered by the subcontractor's
insurance.
Services Agreement
Page 18 of 21
EXHIBIT C
COST SCHEDULE
Base System Pricing
Description
Hours
Price
Project Management
236
$30,771.00
Procurement
40
$7,747.00
Software Installation
40
$100,419.00
On -site Installation
40
$6,420.00
SC/3 Rackmount Controller (Qty 20)
-
$32,877.00
Database Conversion
30
$8,106.00
System Cutover
24
$2,905.00
Training
56
$7,049.00
Acceptance Testing
80
$8,731.00
Software Warranty Year 1
-
$0.00
Software Warranty Year 2
$13,125.00
Total
$218,150.00
Optional Items
Description
Hours
Unit Price
50 Camera/5 User Advanced CCTV System
52
$33,168.00
CCTV Software Maintenance (2 years)
-
$5,479.70
Total
$38,647.70
System Total $256,797.70
Services Agreement
Page 19 of 21
EXHIBIT D
PROJECT SCHEDULE
Traffic Signal Control System
61 Daysl
_Monday, October 22, 2012 _ Monday, January 14, 2013
Monday, October 22, 201211 Monday, October 22, 2012
Monday, October 22, 2012: Monday, January 14, 2013
Monday, October 22, 2012' Thursday, November 22, 2012
Notice to Proceed
0 Days
Project Management
Phase 1 Installation
61 Days
24 Daysi
Procurement
24 Days
Monday, October 22, 2012: Thursday, November 22, 2012
Monday, October 22, 2012 Monday, October 22, 2012
Wednesday, October 24, 2012 Thursday, November 22, 2012
Monday, October 29, 2012 Tuesday, October 30, 2012
Monday, October 29, 2012Friday, November 02, 2012
Monday, November 05, 2012 -�_ Friday, November 09, 2012
Monday, November 12, 2012, Friday, November 16, 2012
City Furnished Servers Available
0 Days
Controller Hardware Procurement
22 Days
Install Controller in Test Cabinet
2 Days
System Software Installation
5 Days
Deliver Servers to Fort Collins
5 Days
On -site System Installation
5 Daysi
Database Conversion from Nextphase
to ASC/3
15 Days
-
Monday, October 22, 2012' Friday, November 09, 2012
--��------ -- -
Monday, November 26, 20121 Friday, November 30, 2012
Phase 2 Installation
5 Days!
Prep and Installation of 20
controllers by Project staff
5 Days
Monday, November 26, 2012; Friday, November 30, 2012
-
Monday, December 03, 2012Y Monday, January 14, 2013
Phase 3 Acceptance Testing
1 31 Daysi
Training
9 Days
Monday, December 03, 2012 Thursday, December 13, 2012
Monday, December 10, 2012 j Thursday, December 13, 2012
Monday, December03,2012� Wednesday, December 05, 2012
System Traini ng
4 Days
Controller Training
3Days
Acceptance Testing
22 Days
Friday, December 14, 2012'_ - Monday, January 14, 2013
Monday, January 14, 2013 Monday, January 14, 2013
Phase 4 Project Completion
0 Days
Start of Warranty and Maintenance
_0 Days
Monday, January 14, 2013!- Monday, January 14, 2013
Begin remainder of controller
replacement by City staff
0Days
Monday, January 14, 2013; Monday, January 14, 2013
--
Services Agreement
Page 20 of 21
EXHIBIT E
MILESTONE PAYMENT SCHEDULE
1) City agrees to Pay Service Provider as follows:
a. A payment equal to 25% of the System Total Cost at beginning of Phase 1.
b. A payment equal to 50% of the System Total Cost upon completion of Phase 2.
c. A payment equal to 25% of the System Total Cost upon completion of Phase3 Project
Completion and City -verified Project Closeout.
Services Agreement
Page 21 of 21
neither assign any responsibilities nor delegate any duties arising under the Agreement without
the prior written consent of the City.
10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for
any of the services shall not be construed to operate as a waiver of any rights or benefits
provided to the City under this Agreement or cause of action arising out of performance of this
Agreement.
11. Warrantv.
a. Service Provider warrants that all work performed hereunder shall be
performed with the highest degree of competence and care in accordance with accepted
standards for work of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment
incorporated into any work shall be new and, where not specified, of the most suitable grade of
their respective kinds for their intended use, and all workmanship shall be acceptable to City.
C. Service Provider warrants all equipment, materials, labor and other work,
provided under this Agreement, except City -furnished materials, equipment and labor, against
defects and nonconformances in design, materials and workmanship/workwomanship for a
period beginning with the start of the work and ending twelve (12) months from and after final
acceptance under the Agreement, regardless whether the same were furnished or performed by
Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from
City of any such defect or nonconformances, the affected item or part thereof shall be
redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to
City.
12. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default thereof.
13. Remedies. In the event a party has been declared in default, such defaulting
Services Agreement
Page 3 of 21
party shall be allowed a period of ten (10) days within which to cure said default. In the event
the default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall be
liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and
costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the
entire agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs,
personal representatives, successors and assigns of said parties.
15. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its
officers, agents and employees against and from any and all actions, suits, claims, demands or
liability of any character whatsoever brought or asserted for injuries to or death of any person or
persons, or damages to property arising out of, result from or occurring in connection with the
performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the
work hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the
Service Provider shall provide and maintain insurance coverage naming the City as an
additional insured under this Agreement of the type and with the limits specified within Exhibit
"B", consisting of one (1) page, attached hereto and incorporated herein by this reference. The
Service Provider before commencing services hereunder, shall deliver to the City's Director of
Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a
certificate evidencing the insurance coverage required from an insurance company acceptable
Services Agreement
Page 4 of 21
to the City.
16. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
17. Law/Severability. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision of this Agreement.
18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101,
C.R.S., at. seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal
alien who will perform work under this Agreement; and
2. Service Provider will participate in either the e-Verify program created
in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of Homeland Security
(the "e-Verify Program") or the Department Program (the "Department Program"), an
employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in
order to confirm the employment eligibility of all newly hired employees to perform work under
this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department
Program procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
Services Agreement
Page 5 of 21
d. If Service Provider obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an illegal alien, Service
Provider shall:
1. Notify such subcontractor and the City within three days that Service Provider
has actual knowledge that the subcontractor is employing or contracting with an illegal alien;
and
2. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this section the subcontractor does not cease
employing or contracting with the illegal alien; except that Service Provider shall not terminate
the contract with the subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly employed or contracted with
an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department') made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the authority
established in Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the
duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this
Agreement is so terminated, Service Provider shall be liable for actual and consequential
damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider
violates this provision of this Agreement and the City terminates the Agreement for such breach.
Services Agreement
Page 6 of 21
Assistant City Attom
CITY OF FORT COLLINS, COLORADO
a munici al corporation
f ?I By: K
h James B. 'Neill II, CPPO, FNIGP
1 y� Director of Purchasing and Risk Management
Date: 119 Y 9 — / Z
AEGIS ITS,
PRINT
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: /D 1/ 3 1/ 7--
ATTEST: (Corpora Se I)
CORPORArWRETARY
Services Agreement
Page 7 of 21
EXHIBIT A
SCOPE OF WORK
1. Project Implementation
1.1 Project Schedule
It is the City's intent to have the new system fully operational by March 31,
2013. A general phasing plan for installation is outlined below.
Phase 1 Installation
Phase 1 installation will be completed by the Service Provider. This phase will
include the installation of the traffic signal system software in the TMC, an
ASC/3 rackmount controller in a test cabinet in the City's signal shop, and
configuration of new City furnished server hardware. Transfer of signal data
from the existing system to the new system for this phase will be the
responsibility of the Service Provider. Timing data conversion for the 20 new
controllers will also be the responsibility of the Service Provider and will be
conducted under the supervision of a licensed Professional Engineer in the
State of Colorado. This phase is intended to verify basic functionality of the
system and the communication protocols necessary for data exchange
between the TMC and field controllers. The first milestone payment will be
made upon receipt of documentation by the Service Provider that the 20 new
ASC/3 rack mount controllers have been ordered.
Phase 2 Installation
Phase 2 installation will be completed jointly by the Service Provider and City
staff. This phase will include the installation of signal data into the 20 new
ASC/3 rackmount controllers, the installation of those controllers at 20
intersections selected by the City and the establishment of communication
between the central system software and the field controllers. Transfer of
signal data into the new controllers will be the responsibility of the Service
Provider and will be conducted under the supervision of a licensed Professional
Engineer in the State of Colorado. Completion of this phase will set the stage
for acceptance testing in phase 3. The second Milestone payment will be made
upon completion of this phase of work
Phase 3 Acceptance Testing
Acceptance testing will be as described in Section 2 and will be done using the
system and 20 intersections installed in phase 2. In addition, staff training, as
described in Section 3, should occur during this testing phase. The final
Milestone payment will be made upon successful completion of this Phase.
Phase 4 Proiect Completion
The remainder of intersections in the City will be transferred to the new system
by City staff during phase 4. The Service Provider will transition to the
Services Agreement
Page 8 of 21
technical support role as described in Section 5 at this time.
1.2 Service Provider's Project Management Responsibilities
Project management shall be a key responsibility and a continuous function of
the Service Provider during phases 1 - 3. The Service Provider must designate
a dedicated project manager that will be committed to this project through the
duration of the contract. The project manager must have the authority to make
commitments and decisions that are binding on the Service Provider.
The Service Provider's project manager shall develop and maintain a master
schedule and oversee expenditures to ensure tasks are completed on time and
within budget. The project manager shall be responsible for all work performed
by the Service Provider and must review and approve all deliverables and
documentation prior to submittal to The City of Fort Collins. The project
manager is expected to oversee acceptance testing and the training of City
staff. The project manager shall prepare progress reports and attend progress
meetings. The project manager shall approve and submit invoices to the City
Project Manager.
1.3 The City of Fort Collins's Project Management Responsibilities
The City of Fort Collins project manager will administer the Service Provider's
contract and will monitor project progress, schedule and budget. The project
manager will review and approve all deliverables and documentation submitted
by the Service Provider. The project manager will also serve as the single point
of contact for the Service Provider. The project manager will participate in
acceptance testing and will review and approve the results of each test. The
project manager must approve training courses and documentation as well as
participate in appropriate training courses. The project manager will review and
approve submitted invoices for payment to the Service Provider.
1.4 Progress Meetings
Progress meetings will be scheduled once every two weeks during phases 1 - ?
of the project. The meetings must be attended by the Service Provider and the
City of Fort Collins project managers, along with additional staff as needed.
These meetings will be used to review progress reports, open action items,
upcoming activities and written correspondence exchanged since the last
meeting. During these progress meetings, the Service Provider is expected to
discuss technical aspects of the project and to review comments on documents
submitted for approval. The Service Provider's Project Manager will be
responsible for developing and distributing meeting minutes via email.
1.5 Progress Reports
The Service Provider shall prepare a progress report once every two weeks
during phases 1 - 3. The report will be submitted to the City of Fort Collins at
the progress meeting. The progress report must include the following items:
Services Agreement
Page 9 of 21