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2014-149� • l � � � ! i �' AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH SAVANT GROUP, INC. FOR DESIGN AND ENGINEERING SERVICES RELATING TO THE CITY OF DENTON INTELLIGENT TR.ANSPORTATION SYSTEM (ITS) TRUNK LINES PROJECT; AND PROVIDING AN EFFECTIVE DATE (FILE 5551-AWARDED TO SAVANT GROUP, 1NC. IN A NOT-TO- EXCEED AMOLTNT OF $152,548.52). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional services agreement with Savant Group, Inc., to provide professional design and engineering services for the Denton Intelligent Transportation System (ITS) Trunk Lines Project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5551 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. �� ,> � �; � r ;�� PASSED AND APPROVED this the t�� � day of ����.��'�"F�� __�, 2014 .� �,� �,� �Y - �N � � �, 1� �""�� �" �� �,� � ��, �, CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �� � BY: .>� � �. �. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY - Ea� �� � �� , ��:�° BY: �r . ,��'" ` � f �" �,£ � �, t = � � � � ,� � � �� � a�� � �� �.� � . . ,�. . �. . THIS AGREEMENT is made and entered into as of the �.'�� _ day of ti G��`���� __ , 2014, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called 660wner" and Savant Group Inc., with its carporate office at 1700 Pacific Ave, Ste 1240, Dallas, Texas 75201 hereinafter called "Design Professiona1999 acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: � ►�'_� u � � ..�; � . The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Praposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connectian with the Project. The Project shall include, without limitation, (describe the Project in the space below ar in an attachment} 66City of Denton ITS Communication Network Design„ � � ' � The Owner shall compensate the Design Professional a total contract amount of $152,548.52 broken down as follows: : : _ ; I _. 2.1.1 For Basic Services the total compensation shall be $152,548.52. 2.1.2 Progress payrnents for Basic Services shall be paid in the following percentages far ofthe total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Proj ect: Define ITS communication netwark guidelines 16% Determine existing conditions and gap analysis 53% Recommend communication network enhancements 17% Develop Implementation Plan 5% Prepare draft and final ITS network design reports 9% Page 1 •�� � • '�� � 2.2.1 Compensation for Additional Services is as fallows: Principals $ 196.20 per hour Project Manager $ 151.25 per hour Seniar Traffic Engineer $ 135.55 per hour Traffic Engineer N $ 121.30 per hour Traffic Engineer III $ 111.30 per haur Traffic Engineer II $ 98.10 per hour Traffic Engineer I $ 88.29 per hour Adrninistrative Assistant $ 59.40 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.0 times the amounts billed to the Design Prafessional for such additional services. 2.3 I U SA LE EXPENSES Reimbursable Expenses shall be a multiple of 1.15 times the expenses incurred by the Design Professional, the Desi� Professional°s em- ployees and cansultants in the interest of the Project as defined in the General Conditions but nat to exceed a total of $2,026.42 without the prior written approval of the Owner. ,� I '' ' This Agreement includes this executed agreement and the following docurnents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal —"City of Denton ITS Cornmunication Network Design Scope of Services" and "Cost Estimate for Engineering Services City of Denton Master Communicatian Network Design99 This Agreement is signed by the parties hereto effective as of the date first above written. • � • I'.;- J ATTEST: ,1�� '4?1�'EI� �'�"���"C'I^ � CITY SECRETARY � BY; �� . °" . - � . ,!�l'1' � :��l;l.-) .�.'45 TO LEGAL FORM; ,'�N�'l�� BURGESS, C"�ri'�' �1,��°I'CC��I�fF'�' BY: '` � � �r � ��:' � s�� �� �,:,� �,, ' � . �� w ;��- . ._ __ WITNESS; ��� y � � � ��' BY: __. � "� Teresa Guill � � , BY: � �="✓ �``� � ��� � � . �� c,�c���r c. ����r�r���� �,���. CITY MANAGER Savant ��c����� Inc. f � � � . ,,.�� �. _ � BY LL ° , , _�.��._��. �,� , � � �:. �. _ ��..__ ;�'' Susan L������1c���g .��_,. ��,�.,��E ' President Page 3 � , � .. r , � ;� . �. . � .: �, , �� �� 1.1 The Architect or Enginee�'s services consist af those services for the Project (as defined in the agreement (the "AgreemenY') and proposal (the "Proposal") to which these General Conditions are attached} performed by the Archi[ect or Engineer (hereinafter called Uie "Design ProfessionaP') or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as rnodified by the Agreement and Proposal (the "Services"}. 1.2 The Design Professional wili perform all Services as an independent contractor to the prevailing professional starrdards consistent with the level af care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon reques[ of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shal( include allowances for periods of time requieed for the (3wne�s review and for approval of submissions by aufhorities having jurisdiction over the Project. Time lirnits esYablished by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to boYh parties. I ' � ' t : TC�79.ai:��/C�laf.". 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 22 through 2.6 of these General Conditions and include without limitation normal stnactural, civil, mechanical and elecfrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Dacuments, as described by and required in Section 2.4. The Basic Services may be modified by the AgreemenY. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Peoject to ascertain Owne�'s needs and to estaUlish the requirements for the Project. 2.2.2 The Desigra Professional shall provide a peeliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subseetion 5.2.1, 2.2.3 The Design Professional shall review with the Owner altemative appraaches to design and construction of the Project. 2.2.4 Based on the muYually ageeed-upon peogram, schedule and construction budget requirements, the Design Peofessionaf sha{1 prepare, for approva! by the Ownee, Schematic Design Documents consisting of drawings and other documents il(ustrating the sca[e and relationship of Project components. The Schematic Design shafl concemplate compliance with ap applicable laws, statutes, ordinances, cales and eegulations. 2.2.5 Tlre Desigi Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current are� volume or other unit costs and which indicates the cost of each caYegory of work involved in constructing the Project and establishes an elapsed time factor far the period of tirne from the commencement to the completion of construction. 1 1! 1 ` 2.31 Based on the approved Schematic Design Dacuments and any adjustments authorized by the Owner in the program, schedule or construction budge� the Desi� Professional shall prepare for approval by the Owner, Design Development 17ocuments consisting of drawings and other dacuments to fix and describe the size and characYer of the Project as to architecturaf, strucYural, mechanical and electeical sysYems, materials and such other elements as may be appropriate, which shall comply wiYh all applicable faws, statutes, ordinances, codes and regulations. Notwithstanding Owners approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purpases of the Projeet. 2.3.2 'Ihe Design Professional shall advise the OUmer of any adjustrnents to t}re peeliminary estimate of ConstnACtion Cast in a fiaether Detailed Statement as deseeibed in Section 2.2.5. I � k1 2.4.1 Based on the approved Design Development Documents and any fur[her adjustments in the scape or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approvaf by the Owner, Construction I7ocuments consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professlonal shall advise the Ciwner of any adjustments to previous preliminary estimates of Construction Cost indicated hy changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owne�s responsibility for filing documents required for the approval of govemment�l autharities having jurisdiction over the Project. ► , 1 � � " � 2.5.1 The Design Professional, following the Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construcYion contract for the Project theough any pracurement method [hat is legally applicable to the Project including without Page i of 8 H:�IVIisc\Blank Forms\GENERAL CONDITIONS-ARCT-IITECT-ENCs1NEER Revised 052209.doc Revised 5-30-02 limitation, the competitive sealed bidding pr�ess. Althaugh the dwner wil! consider the advice of the Design Professional, the awazd of the construction contract is in the sofe discretion oPthe Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set foRh in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professiona{, at its sole cost tind expense, will revise the Construction Documents as may be required by the Owmer to reduce or modify the quantity ar quality of the work so that the total construction cost of the Project wii! not exceed the total construction cast set forth in the approved Detaifed Statement of Probable Construction Costs. 1� � 1 ,,1 �,I � � � 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with fhe award of the Contract for Construction and terminates at the issuance to the Owner of the finaf Certificate for Payment, unless extended under the terms of Subsection 832. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth befow, For design professionalss the administration shalf also be in accordance with AIA d�ument A201, Generaf Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton speciaf conditions, unless otherwise provided in the Agreement For engineers fhe administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council afGovemments, current as ofthe date ofthe Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall nat be restricted, modified or extended without written agreement of the Owner and Desl� Professional. 2.G.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owne�'s direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professianal shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General CondiYions, unless othenvise modified by written instrument. 2.G.5 Ttre Design Professional shall abserve the construction site at least one time a week, while construction is in progress, and as reasona6ly necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to detennine if the work is being performed in a manner indicaYing that [he work when completed will be in accordance with the Contract Dacuments. Design Professionaf shall provide Owner a written report subsequent to each on-site visit, On the basis of on-site observations the Design Peofessional shafl keep the Owner informert of the progress and quafity of the work, and shalf exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractar or any subcontractors. The Design Professional represents that he wifl follow Degree of Care in performing all Services under the Agreement. The Design Professional sha{I promptly cortect any defective desigrs or specifications fumished by the Design Professional at no cost to the Owner. The dwner's approval, acceptance, use of or paymenY for all or any part of the Design Professianal's Services hereunder or of the Project itself shall in no way aiter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have controf over or charge of and shall not be responsible for construction means, me[hods, techniques, sequences ar procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design ProfessionaPs negligent acts or omis- sions. "Ihe Design Professianal shall not have control over or charge of acts or omissions af the Contractor, Subcontractors, or their agents or employees, or of any oYher persons performing portions ofthe work. 2.6.7 The I7esign Professional shaf( a[ all times have access to the work wherever it is in preparation or progress, 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the dwner and Contractor shall cornmunicate through the Design Professional. Cornmunications by and with the Design Professional's consultants shal( be throu� the Design Professional. 2.G.4 Based otr the Design Professionaf°s observations at the site of the work and evaluations of the Contractors Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor, 2.6.10 'Ihe Design Professional's ceRification for payment shall s�gs�F;t�lui�^ r� o���rc�cr�Y�ti€��� izs t��c• i7�ar�c�', l�s�ses3 s.roi tP�� I�esign Professiont�l's ahs�rvt7lisaias �i ti�c se€c �is provided in Subsection 2.6.5 and on the data comprising the Ct��tsau�i€��'s tl;opai�c€�tacrst i`sst I'sty��zE�nf, th,ft �lr�: vuod'k 17a�ti progressed to the Sa��ia7t osycltas�tu! ssnd tEt�i llai quality of the Work is in accordance with the Contract Documes�ts 'llii 4'urc:�csera� rc�rui�ytat;st�a.nr� u�t° sa�E��+�ci tt� i�ttr�oe deviations from �tr� #uc�r�lr�ct lJ�c�3���er�t� s:�r- rectable prior to completion and to specific quafifications expressed by the Desipr Professional. The issuance of a CeRificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a CeRificate for Payrnent shall not be a representation that the Design Professional has (1 } reviewed construction means, methods, techniques, sequences or pracedures, or (2) asceRained how or for what purpose the Cantractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shalt have [he responsibility and authority to reject work which does not conform to the ConYract Dacwnents. Whenever the Design Peofessional considers it necessary or advisable for implementation of the intent of the Contract Documents, the L7esign Professianal will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or comp(eted. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions ofthe work. 2.6.12 The Design Professional shall review and approve or tafce other appropriate action upon Contractors submittals such as Shop Drawings, Product Data and Sampfes for the purpase of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2} determining whether or not Yhe wark, when completed, will be in compliance with the requirements ofthe Contract Documents. 'Ihe Design Frofessionaf sha{f act with such reasanable promptness to cause no delay in the work or in the construction of the dwner or of sepazate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantiYies or for substantiating insYeuctions for installation or performance of equipment or systems desigied by the Conhactor, alf of which remain the responsibility of the Conh-actor to the extent required by the ConYract Documents. The Design Prafessional°s review shall not constitute approval of safety precautions or, unless otherwise specificalfy stated by the 17esign Professional, of construction means, methods, techniques, sequences or pracedures. The Design Professional's approval of a specific item shalf not indicate approval of an assembly of which the iYem is a component. When peofessional certification ofperformance characteristics Page 2 of 8 H:\Misc\Blank Foems\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 of materials, systems or equipment is required by the Contract Documents, the Design Peofessionel shall be entitled to re(y upon such certification to establish Yhat the materiais, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall pr�}��rr� C'lt;�ma�„r fi3relers and C:�aoas�scactie�3t C:i�,�t��c i.��s��krvs�:�„ ��€t}� s��g���rri�rs�. �cr�is�a�co�taAtiut� tnri� rl€�tu if deenis��i i��;Uessary by the Design Professional as provided in �€ah�s�4�a��as 3 k.� as��6 33.�, ta� �lr� ��aracr'� a��teswal �ci c:��cucoe�rs �Q� �csnru�.sn�r w�19� i1�� C:r�oitra��� 17�+ctiar�Ben4�„ and may authorize minor changes in the work not irtivs�lvii}�; �� ;�c�juste7�ent iss t�ie {'c�€ti��i �iae93 f�a aasr �+;ft�i:;to�i �af �E�e C'u�rkrY�ct "T€rn� �,v}�iel� nr� ��s�t inc�s3�sstcr�t ���ri}� the intent of the Cantract Dacuments. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantiaf Completion arrd Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will eeceive and review written guarantees and related documents requieed by the Contract for Construction to be assembled by the Contractor and shall issue a fina( certificate for Payment upon cornpliance wiYh the requirements of the Contract Documents 2.6.15 The Design Professional shalf interpret and provide recommendatians on matters conceming perf`ormance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner ar Contractor. The Desig� Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.d.16 Interpeetations and decisions ofthe Design Professional shall be consistent �v�tk� t��� ra�t���t �ai`fsr�cl �'e�5<saa;��aly inferable from the Contract D�uments and shall be in writing or in the fonn of drawings. When making such interpretations and initi �l t�s°ai�;atrnh, t6�� I%�tg�� P��fs titiional shall endeavor to secure faithful performance by both Owmer and Contractor, and shal( not be liable for resulis or interpretations caa �is��isicacs� ss� s'�:atc9�.�r�c� �ts �,��a�r� faith in accordance with a!1 the provisions of this Agreement and in the absence of negligence. 2.6.17 'Ihe Design Peofessional shall render weitten decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Dacuments. 2.618 'Ihe Design Professional (] } shal{ render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design ProFessional prepares; and (3} by acknowledging payment by the Owner of any fees due, shall not be released from any righis t}re Owner may have under the Agreement or diminish any ofthe Design Professiona!'s obligations thereunder. 2.6.19 The Desi� Professional shall provide the Owner with four sets of eeproducible prints showing afl significant changes to the Construction D�uments during the Construction Phase. ,,11 1.,. f���l1 �i►1 �1.7:� 11 3.1.1 The services described in this Article 3 aze not inc{uded in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation foe Basic Services, The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services descriflrcd tine�clei' C°cttrtpn����� �h��iu6is7t�=a9 ��a v�c�:� 9�� �e�ti€��t 3�3 €tr� r€���a�orcE cfa�u Ytr t�s�`�tsr�s�lfascs.�t irey�rrrd the Design Professional's control, the Design Professional shall notidy Si�a; (1����s eE� kv�a8ti➢t�, �rtcfl ����il n�zC ccsnz��sc�ecc ;����h •�cEdi�`sost�l ��evi€:�:� e���ait �� r��e�vr�;s �,�r�lt�as approval from the Owner to proceed. If the Owner indicates in writi�t� tls;al �11 s�r �7�tt u�'saa� l� [`caneitu�,�eat Ac3taiR[ua���H Sc3�rre es �re �$�t ��c��a�r�c�, lh� iJt;�o�,�t 1'r�zlc�so�rs�i shall have no obligation to provide those seevices. Ownec wilf be re�rrns�E�l� f'nr s-ars��r€;ra,ss4iss�; tfa� I3G�t�at I'rcri��,�.sc�Fi:el si�a C';��rEt3��,s���t �Ri�c�rta€ac��s[ �rrv��:� ur�1y il' they are not required due to the negligence or fault of Design Professional. � 1 s � 1 : 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provida one or more Project Representatives to assist in carrying out such additional on-site responsibilities 3.2.2 Project Representatives shall be selected, employed and directed by the T7esign Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Peofessional. .;. � � 1� :1 1 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instruc[ions previousty given by the Owner, including revisions made necessary by adjustments in the Owne�s peogram or Project budget; 2. required by the enachnent or revision of codes, laws or reguPaYions subsequent to the prepazation of such documents, or 3. due to changes required as a result of the Owner's failure to render d�ision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project includang, but not limited to, size, quality, complexity, or the Owner°s schedule, except for services required under Subsection 2,5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation conceming replacement of work damaged by fire or other cause during constnaction, and fiamishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by majar defects or deficiencies in the work af the Contractor, or by failure of performance of either the Owner or Contractor under the Conhact for Construction. Page 3 of 8 H:�Nlisc\Blank Forms\GENERAL CONDITIONS-ARCHIT'ECT-ENGINEER Revised 0522Q9.doc Revised 5-30-02 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is pariy thereto. 3.3.8 Providing services in addition Yo those required by Article 2 for preparing documents for altemate, separate or sequential bids or providing services in connection with bidding or conshuction prior Yo the compleYion of the Constructian Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negfigent act or omission of the Design Professional shal] be performed by the Design Professional as a part of [he Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concureent negligence ofthe Owner shall not limit the Desi� Prafessional's obligations under this Subsection 33.9. , �� � . .�� � . 3.4.1 Providing financial feasibility orother special studies. 3.4.2 Providing planning surveys, site evaluations oe comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental sludies and submissions required for approvals of govemmental authoriYies or others having jurisdiction over the Praject. 3.4.4 Providing services relative to fwture facilities, sys[ems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information fumished by the Owmer. 3.4.7 Providing coordination of constnaction perfoemed by separate contractors or by the Owner s own forces and coordination of services required in connection with construction perforrned and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories af materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as 4esting, adjus[ing and balancing, preparation of operation and maintenance manuals, training personnel for operation and mainYenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in conn�tion wit}r the selection, pr�urement or installation of fumiture, fumishings and related equipment. 3.4.14 Providing services other than as provided in Sectian 2,6 4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than azchitectural, civil, shuctural, rnechanical and electrical engineering poRions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily fumished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record deawings in additian to those required by Subsection 2.6.19, showing significant changes in the work made during can- struction based on marked-up prints, drawings and other data fumished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the I7esign Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. t, � � 4.1 The dwner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design canstraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requieements, as more speci- fically described in Subsection 22.1. 4.2 The Owner shall establish and update an overall budget far the Project, including the Conshvction Cost, ihe Owne�'s other costs and reasonable contingencies related to all of these costs. 4.3 If requestecl by the Design Professional, the Owner shall fumish evidence that financia! arrangements have been made to fulfill the Owne�s ohligations under this Agreement. �� H:�Misc�Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 4.4 The Owner shall desi�ate a representative authorized to act on the Owner's behalf with respect to the Peoject. The Ownee or such authorized representative shall render decisions in a timely manner pertaining to documenis submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential peo�ess of the Design Professional's services. 4.5 Wheee applieable, the Owner shall fiamish surveys deseribin�, �rl�y�s��xa! �:Y���aiterost�us„ �e�,al liw��s�siec�a�s rtncl �rtwhly 1cx;;�tso��s i`u� Iqie �.3te ciP� 19te Projeet, and a written legal description of the site. The surveys and legal information d�;eiV t`ai�9fa��c„ s�� ����ide�B�Bt�, �,r�dl.s �nc9 t����� �i��tecek�r w9lcys, Aa�v�,�t�re=srt� arec9 adjoining proper[y and stnactures; adjacent drainage; rights-of-way, restrictions, easeaia�ntti, en�tcatt�E�eract�ts, ��3r�i�a�, t�c�^� r�44r�cCiE�tis, �a�ai�€3a�a�4tti arttil r.ut�ict4��� of the site; locations, dimenslons and necessary data pertaining to existing buildings, othee improvements and trees; and infoernation concerning available utility services and lines, both public and privaYe, above and below grade, including inverts and depths. All tire infoemation on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shafl fumish the services of geotechnical engineees when such services are requested by the Design Professionaf. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground coerosion arrd r� sistivity tests, including necessary operations for anticipating sub-soif conditions, with reports and eppropriate professional recommendations. 4.6.1 The (7wner shal( fumish the services of ather consultanYs when such services are reasonably required by the scope of the Project and aee requested by the Design Professlonal and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shalf fumish sYructural, mechanical, chemical, air and water pofluYion tests, tests of hazardous materials, and other laboraYory and environmental tesPS, inspections and reports required hy (aw or the Contract Documents. 4.8 The Owner shall fumish all legal, accounting and insueance caunseling services as may be necessary at any time for the Project, including auditing services the Owner may reyuire to verify the Conteactor's Applications foe Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fumished at the Owners expense, and the Design Professional shall be enYitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part oPthe Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware oP any fault or defect in the Project or nonconfoemance with the ConYrect Documents. a.r 1 Design Professional shall propose language for certificates or ceRifications to be requested of the Design Professiona{ or Design Professional's consultants and shall submit such to the Owner for review and approval at leasY fourteen (14) days priar to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope af the Agreement. : F I ► ' ll�l [�7►[K�IO➢Y � 1 1 1 C 5.1.1 The Construction Cost shall be the total cost or estimated cost to the dwner of all elements of the Project designed or specified by the Design Professianal. 5.1.2 The Construction Cost shall include the cost at cuerent market rates af labor and materials fiamished by the Owner and equipment designed, specified, selected or specially provided for by the Design Prafessional, plus a reasanable aflowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shalf be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 ConsYrucYion Cost dces not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, righYs-of-way, financing or other costs which are the responsibility ofthe Ownee as provided in Artic[e 4. � ; i � 1 , 1 1: 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Desi� Professional represent the Design Peofessional's bestjudgmenY as a design professional farniliar with the construcYion industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of ]abor, materials or equipment, over the Contractor's methads of deYermining bid prices, or over competitive bidding or market conditions Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional: 5.2.2 No fixed limit of Construction Cost shafl be established as a condition of the Ageement by the fumishing, proposal or establishment af a Project budget, unless such fixed limit has been agreed upon in writing and sigred by the parties thereto. If such a fixed limit has been established, the 17esign Professional shall be permitted to inc(ude contingencies far design, bidding and price es��i:�ixaA1, ta`s �tlxicnsiisle wlaat on<t&tr�ais, c g�a�Ej�a��afz„ c<ana���st�es�� sYste�ns :�c4 tY�s�� of constnaction are to be included in the Contract Documents, to make reasonable;�c�.j�etarrwr�t4 i�� 5��� �t;K��rc uE'tt�e �'3c�j��.� ��iu! 1� ttro�l�s�le �a� tE��: ��re�tr�ct l?�c;ua��co��� t7{temate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, �}t��ll �+e in� ica.�e�i m�� tka� €�����spaS c�� ��� it�cr�.s��,� i�i aNrc� �"�a�i�c.�et S�anr s'w�:c��i a�s� ����r exeeution of the Contraet for Constmction. 5.2.3 If the Procurement Phase has not commenced wi[hin 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Conshuction Cost shall be adjusted to reflect changes in the general level of prices in the construction indushy between the date of submission of the ConsGuction Documents to the Owner and the date on which proposals are sought. � ,1' . 1 '; 1 '1 � �.t `T�i �)r�wzr�(�.�� ��+���foe�s��i�� c�a�ci �il�er t9cu:uan��rt� �jrepatrr�t� lyy ali� 47�.����m I'sn����cy€a;�d t��r ttr�� P¢�Pj��-t ;ar� kt��ttirn��.��t� of the Design Professional's service and shall P3��:`ez�rbc� tl�e; prc���rty n!° tts� C1u�et�s� ug�at ��n�tio3�toon �€ ����Y��a��io�as af �E�€, �����Ea��r�t '�k�e I��i�i Yrt71"����K2���p ax �i�isal� to retain copies of all such documents. Such ck+ac�nxc�its t�r� iraicat+�t�l s3��ly� iac ���$�6'ecztls9c �ra [i�a� i'acr�c:�:t, =u�t� Ciw��cr":� �ss� �nf �uc9i �ocucsi�s�tis iea cxtli�r parr��c,ctv s�ra6! h� ai fiwner's sole risk and expense. In the event the L)wi�cr bws�c �say� ut�t��e i�vi�rr�azs��c+rs �E �� �sc^r��mla �Icve;lerp�i�� �suri�r:�rsE, t5� �tae. �h�;c�cri�c��t i��a ��ra��lY��� �s'efrs��E ��' �`ur F�Ch�r ��adgst��e� lhan are specified in the Agreement, the Design Professiona] is refeased from any and all liability relating to their use in that project Page 5 of 8 H:�/Iisc�Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 6.2 Submission or disteibution of documents to meet official regulatory requirements or for similar purposes in connecYion wiYh the Project is nat to be construed as publication in derogation ofthe Design Professional's reserved ri�ts. / ! 1' 1� 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner faif substantial{y to perform in accordance with the terms of the Agreement t6�sc���h �i,t� f�sa�� �s'I'the Design ProfessionaL Cr�nseo n5�y t�:m�it��irt: 41�e Agreement or ca��y �a���rse tE�t•r�n@`wril� r�r witlrc�q�t �a���;� upon thiriy (30} days prior written notice ta th� Sless�a 1?rcatessris€�al. All work and labor beie��„ �s€Qti3r���c+.# rar��31R 4Ie� �tgreement shali cc�s� i�3aAr��:���ta�iy az��a�it I}esi�r� �'ra�casional's receipt of such notice. Before the end ol°t}�e &�iarty (��� �ia�v period, Design Profession�tl sY��sBf jnvsre�:e 69titt i?c�'�i�r for all work it staa�±9�3�:9c��sly ;�es1't�mticel �a�'mtrm'tE� �q�c rc�u€pt of such notice. No amount shall be due for lost or anticipated profits. Ali plans, fiefd surveys, and other data reBated to the Project shall beeome property of the Owner upon termination of Yhe Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new I7esign Professional for continuation of services on the Project, Design Professionaf shal( cooperaYe in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Desi� Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the (7wner upon not less than seven days written notice to the I7esign Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for moee than 90 consecutive days, the I7esign Professional or the Owner may terminate the Agreement by giving written ROi1CC. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination, 7.5 If the Owner fails to make payment to Desi� Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fauit of the Design Professional, the Design Professional shall be compensated for services propeely and satisPactorily performed prior to termination, I 1 "I � 1 � 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment t�es and othee statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and simifar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional°s employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of Vansportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Peoject. 8.2.1.2 Expense af reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawin�s, Specifications and other documents. 8.2.1.3 If authorized in advanee by the dwnee, expense of overtime work eequiring hi�er than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requesYed by the Owner. 8.2.1.5 Expense ofcomputer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.G Other expenses that are approved in advance in writing by fhe Owner, 1 I 1 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportian to seevices performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule af work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services eendered during the additional period of time shalf be computed in the manner sat forth in Section 2 of the Ageement 8.3.3 When compensation is Er�secl r��� .� �� �c�tt��t�e of Construction Cost and any portions of the Project .��e airls:te� ua c�tlt�e��i�e not conshucted, compensation for those portions of the Peoject s�b;�l] E�� �aaty�at2��: C�a tlt� exYent services are performed on those portions, in ;�csa�d�asi��� �v�il� iire s<hedule set forth in Section 2 of the Agreement based on (1) the Ica�v�°:;i he��a�� ii�c, Es�� cre (2) if no such bid or proposal is received, the most rc�cwzl �ri�js3rrr�nry est�rnate ofConstruction Cost or detailed estimaYe ofConstruction Cast far such portions ofthe Project. � � ! 1 � 11i � � Page 6 of 8 H:�Ivlisc�Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 5.4.1 Payments on account of the Design Professianal's Additional Services and foe Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Desi� Professional's statement of services rendered oe expenses incurted. 8.5 PAYMENTS WITHHELD No deductions shall be rnade from fhe Design ProfessionaPs compensation on account of penalty, liquidated damages or other sums witlilield from payments to contractors, or on account of ihe cost ofchanges in the wark other than those for which the Design Peofessional is responsible. ARTICLE 4 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and ernployees feom and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without IimiYation, damages for bodily and personal injury, death and property damage, resulYing from the negligent acts or omissions ofthe Design Professionaf ar its oFficers, shaeeholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigaYion filed by anyone not a parly to the Agreement, including the defense of govemmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSU 1VCE During the performance of the Seeviees under the Agreernent, Design Professional shall maintain the following insueanee with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Cornmission or any successoe agency that has a rating with Best Rate Carriers of at least an A- oe above: 10.1 Comprehensive General Liability lnsurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $1QO,Q00 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance wiYh bodily injury limits of not tess than $500,000 for each person and not less than $SOQ,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insueance in accordance with statutory eequirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Peofessional Liability Insurance with limits ofnot less than $1,000,000 annual aggregate. 10.5 The Qesign Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in campfiance with this Article ]0 at 4he time caf` tls� e�eci.tt�san c�l° t67e ?�greement. The General Liability and Automobile Liability insurance policies shafl name the Owner as an additional insured, the Workers' C`KSrr��iea�s��i��'t ���9�e;y s9r�Cl contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or €roru�lrE��cr� �kill�tatit ih�a4y;;,30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date ofthe change or cancellation, fumish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PItOVISIONS li.l The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lae exclusively in Denton County, Texas. 11.2 The Owner and Desigi Professional, respectively, bind themselves, theie paRners, successors, assi�s and legal representatives to the other pa�ty to this Agreement and to the partrrers, successors, assigns and legal representatives of such other paiiy with respect to all covenants of this Agreement. The Design Professional shall not assign its inteeests in the Agreement without the written consent of the Owner_ 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these Genera{ Conditions and other attachments referenced in Section 3 of the Agreement which rogether represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachmenis referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such d�uments shal( be given priority in the fallowing order: 1. The executed Agreement 2. Attachments referenced in Section 3 ofthe Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations ofthe design ofthe Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Desig� Professional's materials shall not include the Owners confidential or proprietary informaYion if the Owner has previously advised the Design Professional in writing of the specific information considered by the ONmer to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional an the conslnaction sign and in the promotional materials for the Project. 11.6 Approval by the dwner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Profess ianal, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deerned to be an assumption af such responsibility by the Owner for any defect in the design or other work prepared by the Design Peofessional, its employees, subcontractors, agents, and consulYanYS. Page 7 of 8 H:�Misc�Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 11.7 All notices, communications, and repoRs required or peernitted under the Agreement shall be personally delivered or mailed 4o the respective parties by depositing same in the United States rnail to the address shown belaw signature block on the Agreement, certified mail, retum eeceipt requested, unless otherwise specified herein. Ali notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision ofthe Agreement is found or deemed by a court of campetentjurisdiction to be invalid or unenforceable, it shall be considered severahle from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention ofthe stricken provision 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not disceiminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terrns or canditions of the Agreement. Page 8 of 8 H:�Misc\Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 ITS Communication Neiwork Design Scope of Services EXHIBIT A City of Denton ITS Communication Network Design Scope of Services SUMMARY Savant Group, Inc, (SGI) looks forward to the opportunity to serve your intelligent transportation system engineering needs and is pleased to provide this scope of services for developing a fiber optic based communication network for the City of Denton (City). We understand the City of Denton desires to install a fiber optic communication network to support all of its current traffic system of which a majority is an Econolite Centracs0 System with ASC/3 controllers, This scope of work has been prepared to outline the tasks needed to develop a citywide communications network plan and prepare the Phase I plans, specifications and estimates required to complete the initial deployment of the network, In order to effectively design a communication network that will meet the needs of the City of Denton currently and as well as into the future, we must identify the needs of the communication network and develop a prioritized implementation plan, Having this plan will support the background for funding discussions and convey a planned approach to implementation. The network developed under this contract will comply with the Regional Data and Video Communications System (RDVCS) of the North Texas Regional Comprehensive ITS Architecture and the provisions of the National Transportation Communication for ITS Protocol (NTCIP). The purpose of the scope identified herein is to provide a clear path to upgrading the City's communication network, while providing for uninterrupted service from existing wireless links during the new system's implementation. PROJECT MANAGER ACTIVITIES - GENERAL� The SGI work plan, shown in Exhibit 1, includes eight tasks with three interim task deliverables (technical memoranda), draft and final communication network plan deliverables, as well as plans, specifications and estimates (PS&E) for the first phase of implementation. The City's review of the interim technical memorandums will help to ensure the project is meeting the City's expectations on a continual basis. SGI project management activities include preparing a monthly progress report.2 Each report will provide a review of the previous month's activities, including accomplishments for each task; a description of problems encountered along with their recommended solutions; and planned work for the upcoming month. The SGI engineers will organize and conduct technical and management meetings throughout the course of the project to facilitate the City's review, input, and guidance of the project. SGI will also prepare minutes with any action items given by the City and distribute copies via email to all attendees. Throughout the following sections are various references to City documents and maps, Cify's responsibilities: 1. Review of submiffals. � Task 0.1 — Perform general project management activities 2 Task 0.2 — Prepare and distribute monthly progress reports to City � ����� � �� � �' Page 1 of 10 ITS Communication Network Design Scope of Services 2. Furnish SGI wifh City of Denton map(s) in DGN formaf. 3. Furnish SGI with record drawings showing ITS device and communicafion layout (fiber and wireless) locafions. 4. Furnish SGI with plans and specifications of exisfing and planned Cenfracs system communicafions requirements, 5. Furnish SGI wifh communication routing plans at fhe TMC as available and applicable, 6. Obfain or assist SGI in obfaining TxDOT ITS relafed plans as available and applicable. 7. Assist SGI in idenfifying partner agencies with likeminded goals fhat may be willing fo pool dark fiber or other beneficial resources. Deliverables: 1, Meefing minufes, with acfion ifems, disfribufed 2. Monthly progress reports 3. Schedule updates 4. SGI Monthly invoice 1.0 Task 1: Define ITS Communication Network Guidelines The purpose of the fiber trunk line network will be for the City of Denton Traffic Operations use as the communications backbone for an Intelligent Transportation System (ITS) to connect devices such as: 1. Current and future traffic control signals and their applicable input/output devices and appurtenances. 2, School zone flashing beacons, 3, Expected variable message/information displays. 4. Hardware necessary to connect to the City's wireless access points. 5. Surveillance equipped areas (APPARATUS) typically at traffic signals and including CCTV, and video detection. 6. The Traffic Management Center (TMC) (located at the traffic signal maintenance facility at 801 Texas Street, Denton, TX). 7. City departments' service points. 8. Interconnection with adjacent jurisdictions for purposes of sharing traffic data and video such as FEMA, TxDOT, DCTA, Dallas County, DISD, and adjacent cities, The desired solution is to provide a high speed network telecommunication service for the City, This process will include several steps. First, the purpose and goals of this effort will need to be agreed upon, serving to keep this project focused on agreed upon principals and shared goals among the project team. Next, type and character of the network will be established so that the network layout, conduit routing, the need for closed loops and wireless communications will accommodate the desired network design. All locations that are to be connected will need to be identified. ������� ����I� Page2of10 ITS Communication Network Design Scope of Services SGI engineers will meet with City staff to discuss the overall goals of the communication network,3 the level of system flexibility desired by the City, obtain specific information on any existing communication infrastructure, understand challenges that exist with the current network and develop a planned network backbone with applicable wireless communication, Project requirements, project details and schedule and a priority listing of all communication installations to current and planned traffic signals located within the City will also be discussed. SGI will help to identify how technological alternatives could meet the City's network goals as well as discuss and determine the level of system redundancy needed, bandwidth requirements, expected responsiveness (latency), maintenance capabilities, and bandwidth margin desired in addition to evaluating the existing TMC for existing and future needs, Based on the goals of the City, a list of components will be developed that will be needed for the TMC to interface with the fiber optics system and perform the desired functions.4 SGI engineers will work with City staff to define the preferred overall communication network backbone and connections to signalized intersections5 along with prioritizings installation of the network, SGI will coordinate with City Traffic staff, product manufacturer's representatives and, as needed, City IT staff to determine network design characteristics. This information will be used to develop network performance specifications for proposed equipment identified in this task.� TxDOT recently designed conduit and pull boxes along US 380 from Bonnie Brae to Elm Street for installation of fiber optic communication for the City, and this work will be one of the initial corridors connected to the TMC at 801 Texas Street, The prioritized implementation plan will take into consideration the corridors and/or intersections which will communicate to a central point(s) via radio communication that will then transmit the signal through fiber conductors to the TMC, SGI will work with City staff to determine the design requirements of each location in which wireless communication is to be installed.e SGI will provide expertise and experience to the City to assist the City in determining the most appropriate decisions for the City of Denton. Task 1 deliverable, Projecf Guidelines Report will be a high level, concise report that will serve as a guiding document throughout the project, A component of this report or master plan will be to identify potential partnering agencies with common goals that might be willing to pool dark fiber or other beneficial resources, The final step in Task I will be to develop an overall draft schematic plan (both graphical and text) for the locations of the fiber routes, which will be finalized in Task 39. The schematic plan will outline an implementation plan for the full system to include initial phases that can be accomplished with funds currently available, as well as future phases that can be completed as funding is secured, Throughout this task, SGI will conduct up to three meetings with traffic signal staff, IT staff and other interested City staff under this task. The following goals and objectives will be used as a starting point for these discussions: 1. Materials such as maps and other documents needed from the City to facilitate this work 2, Information and data needed to determine preferred route for network backbone 3, Establish network design philosophy and performance specifications for all network equipment 3 Task 1.1 & 1.2 — Meet with City staff to establish project guidelines and provide meeting summaries (assume up to 2 meetings) 4 Task 1.3 — Prepare list of components to interface with communication network at the TMC 5 Task 1.4 — Define preferred overall communication backbone types (wired vs. wireless) 6 Task 1.5 — Prioritize list of installations � Task 1.6 — General network performance specifications e Task 1.7 — Determine design requirements for communication for remote devices 9 Task 1.8 — Develop schematic plan of fiber routes ����� � � ���� Page 3 of 10 ITS Communication Network Design Scope of Services 4. Prioritize communication installations to signalized intersections 5. Identify inspection protocols 6, Define testing, maintenance and training requirements of the network after installation. 7. Coordination with City Traffic Operations staff and as necessary, with City IT staff to establish design criteria, Deliverables: 1. Meefing minufes, wifh acfion ifems, distributed. 2. Projecf Guidelines Report �o City's responsibilifies: 1. Review of submitfals�� 2. Provide documenfation idenfified above as available and applicable 2.0 Task 2: Existing Conditions and Gap Analysis SGI engineers will document and analyze the existing condition of the communications network12, focusing on the following eight functional areas; Operations and Maintenance (0&M) For an insight into operations and maintenance, we will meet with City staff to identify existing operational strategies, maintenance issues, and future 0&M needs,13 . 2. TMC Fiber Interface SGI will graphically document the existing TMC equipment and design requirements for fiber connection to the TMC so as to provide the interfacing components necessary for the fully functional fiber optics system, 14 3. Communications SGI will work with the City staff to update or develop a map showing conduit availability.15 The goals of the communications infrastructure analysis will be to: a, Maximize the efficiency of the existing infrastructure through an intelligent matching of practical communications electronics and fiber allocation, b. Identify the City's current communication assets that can be seamlessly integrated into the proposed system, c, Provide communication alternatives, such as leased services or wireless options. d, Develop performance specifications for network communication equipment. e, Prioritize implementation plan for construction of the full network along with estimated construction costs for each phase. �o Task 1.9 — Prepare and submit Project Guideline Report �� Task 1.10 — Atltlress Project Guideline Report comments 12 Task 2.1 — Perform site visit to inventory existing communication and field device locations 13 Task 2.2 — Meeting with city to identify operational strategies, maintenance issues, future needs �a Task 2.3 — TMC equipment summary of existing conditions (assume 1 visit) 15 Task 2.4 — Prepare schematic of existing communication assets on City maps ������ ����r� Page4of10 ITS Communication Network Design Scope of Services f, Provide an estimate of personnel, maintenance and training requirements for the network that is to be developed under this contract, 4. Field Devices SGI will show ITS field device locations on City of Denton maps�s, using information obtained from the City showing the location of the ITS field devices and those located during the field review. We will develop a database�� to document the field device locations, communications cabling, equipment type, and year installed based on information available from the City. 5. Traffic Signals SGI will update City maps in AutoCAD format identifying controller type at each intersection. �g We understand that the City has as many as 75 signalized intersections communicating to the TMC via MDS wireless communication with two Omni antennas located at the signal shop with two master radios communicating on two hop patterns to those intersections, It is our understanding that this current communication network is obsolete and is not to be considered as a part of the proposed designed communication system. 6. Planned Roadway Improvement Projects SGI will gather and compile information about all current planned roadway projects by the City, Denton County or TxDOT in the City ETJ and within the city limits.19 7, City of Denton Departments and Partner Agencies a. SGI will assist the City in exploring whether other partner agencies (Agency) exist that have compatible needs and goals and are willing to work cooperatively to pool resources to share the expense of fiber optic cable.�o SGI will work jointly with the City to identify potential partner agencies that would bring value to the transportation department in implementing or maintaining this fiber network, The benefit to this effort could be through making ROW or easements available or through identifying possible empty conduits, dark fibers, or shared bandwidth. SGI will then assist the City in contacting up to twelve (12) of these agencies with discussions aimed at determining their willingness to share conduits and/or fiber along with the maintenance of those assets.21 SGI will work with the City to identify agreements necessary for asset coordination22 that may involve the following potential inter- and intra- jurisdictional partners with whom the City may approve cooperative agreements and that may wish to operate and/or provide services or receive services over the network: United States Army Corp of Engineers (USACE), Federal Emergency Management Agency (FEMA) and any other applicable Federal agency within the local area of service; Texas Department of Transportation (TxDOT), the Texas Department of Public Safety (TxDPS) and any other applicable State of Texas agency or university within the local area of service; North Central Texas Council of Governments (NCTCOG); Denton County; Denton County Transportation Authority (DCTA), Dallas Area Rapid Transit (DART), Ft. Worth �s Task 2.5 — Prepare schematic of existing ITS field devices on City maps �� Task 2.6 — Develop database of field devices 1e Task 2.7 — Prepare schematic of existing traffic signal controller cabinets on City maps 19 Task 2.8 — Compile existing & planned roadway project information 20 Task 2.9 — Coordinate with City to identify potential partnering Agencies 21 Task 2.10 — Coordinate with up to twelve identified partnering Agencies 22 Task 2.11— Identify necessary agreements needed with partner Agencies ������ ��g��r� Page 5 of 10 ITS Communicafion Nefinrork Design Scope of Services Transportation Authority (the "T"), and all other rail services including applicable private rail-roads; Denton Independent School District (DISD); existing and potential adjoining cities (including but not limited to: Little Elm, Sanger, Bolivar, Krum, Ponder, Ft Worth, Dish, Northlake, Justin, Corral City, Argyle, Bartonville, Double Oak, Copper Canyon, Highland Village, Hickory Creek, Corinth, Shady Shores, Cross Roads, Aubrey, and Pilot Point); City of Denton (including, but not limited to: fire, police, emergency management and libraries); local hospitals; local radio stations; local television stations; local private ambulance services and other private emergency providers; as well as various utility providers such as Denton Municipal Electric (DME), ONCOR Electric Delivery, Verizon, Charter Communications as well as applicable Cable and Wire Installers of Television Voice and/or Data Systems; Internet and WEB based informational and data systems. c, Identify the requirements necessary to properly make the connection(s) to the Agency's facility(ies)23, such as; Type of communication facility (copper cable, copper twisted pair, fiber optic, radio) the Agency uses. ii, Type of equipment/appurtenances to be used for the connection iii, The minimum and/or maximum communication/transfer rates iv. Possible structure modifications necessary to make the connection (this involves discussions on minimum potential facility modifications and does not involve the actual design or layout of such modifications which would lie outside the scope of this engagement), For the purposes of this proposal, a maximum of twelve agencies are assumed. Additional agencies may be added beyond this number; however, additional costs at the agreed upon hourly rates included on the schedule attached to this agreement will have to be agreed upon to add this effort to the project deliverables, d, SGI will assist the City in identifying locations for future points of connection (nodes) to localized areas and existing or currently planned devices (up to a maximum of 20 future points or devices)24, e. SGI will identify and locate existing and currently planned fiber optic facilities of the City, based on input from the City and will also identify the location and means to connect these facilities to the fiber backbone created by this project (up to a maximum of 20)25. These facilities may include various City departmental assets, including those of the Police Department, Fire Department, Emergency Operation Center (EOC), and Libraries. 8. Gap Analysis Schematic drawings will be developed showing beginning and end points of existing conduit in the system2fi. The drawing will include the following; a, Conduit installment type and location: direct-buried, boring or aerial (including attachment to a bridge and/or drainage structure) along each segment. 23 Task 2.12 — Identify requirements for connection to other Agency facilities 24 Task 2.13.- Identifying future points of connection 25 Task 2.14 — Identify planned FO facilities and connections 26 Task 2.15 — Develop schematic of existing available conduit ���� � � ��-����� Page 6 of 10 ITS Communication Network Design Scope of Services b. Structures the fiber optic system and/or future wireless facilities are to be connected to (including; bridges, buildings, water towers, communication towers, utility poles and the like). This part of the analysis will include a discussion of potential support systems along with maintenance considerations for each type of structure so identified. After SGI engineers have gathered all the existing information, SGI will conduct a gap analysis to identify geographic/coverage gaps in the City's fiber optic communication network, 27 For instance, the analysis will identify areas where communication is non-existent and where interference issues may be present. The gap analysis will identify potential ITS enhancements that will be considered while developing the recommended communication enhancements in Task 3, Technical Memorandum 128 will consist of documentation of the City's 0&M needs (in outline format or at a conceptual or basic level), graphical documentation of existing TMC equipment, a map or equivalent graphic showing fiber availability, updated City maps showing ITS field device location(s) and signal controller type. A schematic design will be included, as an overlay to the City map, with communication modes identified by color and/or line style, This schematic will be suitable as a presentation aid for City Council and other public meetings, Technical Memorandum 1 will also contain the results of the gap analysis, Deliverables: Technical Memorandum 1 City's responsibilities: Review of submittals29 3.0 Task 3: Recommend Communication Network Enhancements3o This will be an iterative process using the products of Tasks 1 and 2 to guide the outcome of Task 3, SGI engineers will: 1. Recommend future fiber optic cable network capacity expansion and alternate communications technologies,31 2. Establish communication protocol requirements of existing traffic signal, ITS device and other applicable equipment and recommend a solution that provides compatibility and flexibility for future upgrades.32 3. Develop a working schematic design of the ultimate communication network that may include but not necessarily be limited to redundant fiber backbone, connection to the TMC, connection to the City's IT system, connections to current or future planned fiber optic systems of other inter- and intra-jurisdictional partners as previously identified, and links to each signalized intersection,33 4. Recommend a priority listing of communication corridors based on City needs,34 5. Meet with City project team members to come to consensus on the ultimate communication design and priority listing,35 27 Task 2.16 — Perform a gap analysis of ITS communication network 2e Task 2.17 — Prepare and submit Tech Memo 1 29 Task 2.17 —Address Tech Memo 1 comments 3o Task 3.0 — Perform Task 3 project management activities 31 Task 3.1 — Compare new technologies against goals & objectives 32 Task 3.2 — Identify possible ITS device upgrades locations 33 Task 3,3 — Develop schematic of ultimate communication network 34 Task 3.4 — Prepare ITS communication upgrade priority lists 35 Task 3.5 — Meet with City to gain consensus and updated schematic and priority listing ������� ����P Pagelof10 ITS Communication Neiwork Design Scope of Services 6, Provide the City with a pros and cons assessment and recommendations of various applicable state-of-the-art communication systems that could be implemented with this contact, 36There are several categories of new technologies which will be considered in this task: • Field devices (such as data collection devices, message signs/trailblazers) • TMC equipment (such as operator workstations, video recorders and displays)37 New technologies must be evaluated in relationship to the goals and objectives of the City's communication network. Aspects to be considered include but are not necessarily limited to: a. How well does this technology address a goal or objective? b. What are the implications of implementing this technology (e.g,, communications needs)? c. What is the expected lifespan of the equipment? d, What are the capital and recurring costs? 7. Develop preliminary construction costs for the Task 3 as described herein above and/or wireless system connections as well as how they will interface with the TMC, as well as each phase in the priority listing36. 8. Identify the construction and engineering costs for the recommended communication network enhancements 39 Technical Memorandum 2 will contain the following;4o 1, Schematic of existing communication network currently in place within the City 2, Recommendation of proposed communication network in relationship to the goals and objectives. The schematic design will show the following; a. Fiber backbone with redundant paths as necessary and applicable, b. Connection to City's TMC as well as the assets of any other agreed upon governmental agencies (up to 12 agencies for this task) identified in conjunction with Task 2. c, Connection to City IT department by providing view-only port link(s) to ensure there is at least one unused port on the fiber panel and/or Ethernet switch for City IT use, d. Communication connections to existing and planned signal andlor ITS equipment (fiber or wireless). e, Schematic design will be prepared over an existing map of the City showing all connection point locations, communication modes, fiber backbone and the location of the TMC. Deliverables: Technical Memorandum 2 Cify's responsibilities; Review of submittals�� 3s Task 3.7 — Perform assessment and recommendations of current communication and ITS device technologies 37 Task 3,8 — Determine update to TMC equipment & comm. interface 38 Task 3,6 — Develop preliminary construction costs for prioritized list 39 Task 3.9 — Develop engineers probable construction cost estimate for communication network upgrade 40 Task 3.10 — Prepare and submit Tech Memo 2 41 Task 3.11 — Address Tech Memo 2 comments and revise schematic map s���!�� ���� ��' Page 8 of 10 ITS Communication Network Design Scope of Services 4.0 Task 4: Implementation PIan42 After the City concurs with the recommended communication network enhancements developed in Task 3, SGI engineers will organize the enhancements into prioritized projects as well as prepare an implementation plan for the full network that represents a phased43, robust deployment of the communication network. The implementation plan will specifically identify a Phase I portion of the full network that can be designed and constructed with the available budget the City currently has in place. Projects will be identified as being either standalone ITS projects or part of other planned projects in the City, such as roadway or signal projects. Standalone projects will be further divided into short-term, mid- term, and long-term projects. For all standalone projects, the SGI team will develop the following information: 1. Project description, 2, Goals/objectives, 3, Location map, 4. Anticipated benefits, 5. Relationship to other projects, and 6. Estimated implementation costs (engineering, construction, operations, and maintenance). Technical Memorandum 3 will contain the prioritized project listing and recommend appropriate levels of construction management and inspection services needed, Deliverables; Technical Memorandum 3 aa City's responsibilities: Review of submittals45 5.0 Task 5: Draft ITS Communications Network Plan4s In Task 5, SGI engineers will incorporate all comments received on Technical Memoranda completed as previous tasks and then compile the memoranda into a Draft ITS Communication Network PIan.47 The draft will be submitted for final review and comments, and a review meeting will be held,48 Deliverables: Draft Masfer ITS Communications Nefwork Plan City's responsibilifies: Review of submittals49 6.0 Task 6: Final ITS Communications Network PlanSo 42 Task 4.0 — Perform Task 4 project management activities a3 Task 4.1 — Develop Implementation plan based of City's available funds 44 Task 4.2 — Develop and submit Tech Memo 3 a5 Task 4.3 — Address Tech Memo 3 comments and revise schematic map as Task 5.0 — Perform Task 5 project management activities 47 Task 5.1 — Prepare and submit Draft Master ITS Communications Network Design 48 Task 5.2 — Attend meeting with City to review draft (1 meeting) 49 Task 5.3 — Address Draft Master ITS Communications Network Plan comments 5o Task 6.0 — Perform Task 6 project management activities 5����� ������r� Page 9 of 10 ITS Communicafion Network Design Scope of Se►vices In Task 6, SGI engineers will incorporate the comments received at the review meeting held under task 5 and produce the Master ITS Communication Network Plan. Deliverables: Final Master ITS Communications Nefwork PIanS� 5z53 1.2 PROJECT CLOSE-OUT SGI will transfer all final documents, reports, presentations and any other applicable materials to the City, in PDF's or other acceptable formats. In addition, SGI will handle all invoicing and contract close-out processes in accordance with City of Denton requirements. 51 Task 6.1— Prepare and submit Final Master ITS Communications Network Design 52 Task 6,2 — Present final document to City (1 meeting) 53 Task 6.3 — Incorporate final comments in Final Master ITS Communications Network Design �����1� � � ���I� Page 10 of 10 S � �Z�7 �1 [� Cost Estimate for Engineering Services City of Denton Master Communication Network Design January 3, 2014 � � � � � Task 0: General Project Management $ 4,382.20 Task 1: Define ITS Communication Network Guidelines $ 23,505.22 Task 2: Existing Conditions and Gap Analysis $ 78,637.25 Task 3: Recommend Communication Network Enhancements $ 24,688.08 Task 4: Implementation Plan $ 7,053.90 Task 5: Draft Master ITS Communications Network Design $ 7,859.83 �Task 6: Final Master ITS Communications Network Design $ 4,395.62 . . $ e _ , $ Subtotal $ 150,522.10 Production & Delivery $ 600.00 Direct Expenses $ 1,162.10 .. 15% Mark up $ __ 264.32 ._ _ Task 1 Total $ 152,548.52 Assumptions� ___ 1 Estimate does not include fees for Task 7 and 8. Upon completion of Task 6, refined scope for the two tasks wifl be identified and a corresponding fee amount will be negotiated based on the enclosed schedule of hourly rates. 2 System integratian is not included in scope of services 3 Assumed 4 days of field inventory (at $d.565/mile} to collect existing infrastructure from field and 7MC. 4 Survey would not be needed for Tasks 1 through 6. City shall furnish maps, project as-builts and TMS plans. City shall assist SGI in obtaining TxDOT ITS related plans as available and applicabfe.