HomeMy WebLinkAboutContract 27427 (2)GfisY �E���i��Y �
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s���°� o� ��xAs §
COL�P��1( O� iARRAN�' §
KfVOW ALL �A�� �Y Tb�S� �R�S��liS:
TE�at the City of Fort Worth, a municipal corparation situated in Tarrant Counfy, Texas,
acting herein by and through Mike Groomer, its duly authorized Assistant City Manager,
hereinafter called "CITY", and 5tantec Consulting Inc. (formerly fTX Stanley Inc.), acting herein
by and through R.G. (Dick) Dorwart, P.E., its duly authorized Vice President, hereinafter called
"Consultant" do enter into the following agreement.
WI�IVC5S�7'F;
Thaf for and in consideration of the mutual covenants and agreements herein contained
the parties hereto do hereby covenant and agree as follows:
ARiICL� !
S�RVIC�S
Section 1. The City hereby contracts with the Consultant as an independent contractor,
and the Consultant her�by agrees to perform the services herein described with difigence and in
accordance with the pra#essianal standards customarily abtained for such services in the State
of Texas. The professional services set out herein are in conn�ctian with the fol�owing described
project:
Pi4V�fVi�fVT' MANAC�IVI�PlY SYST�ii�
Performing a Comprehensive field evafuation of a porfian of the City's roadway network
and updating the computerized program for classifying the curreni cot��itian of each evaluated
road, prioritizing roadway sections for repair ar recanstruetian and detailing appropriate repair
strateg ies.
Section 2. The services ta be performed by Consultant s�all include the following, but
are nof limited to, scope af services lisi�d in Exhibit " A" atfached hereto, incorporated herein
and made a part hereof for alf intents ar�d purposes.
ARiIC�� II
�H�SES AtdD 5Cb�DU��S
Engineering work fior the Pavement Management System shall be comple#ed according
to the �chedule in Exhibit "B".
��TICL� III
COAII��NSAi�OP�
The Consultant shall be compensated as described in Exhibit "C". Payments sha�l be
considered full compensation for the s�E-vices described in Exhibit" A" for all fabor, equipment,
materials, supplies, and incidentals necessary to complefe the ser�ices.
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EXi�RlD�� CLI�fVi SUPI�O�i �oC#���IV➢�iVi
�O�N��� LIC�1�S� AC�F���Rli
Unc�er this contract 5tantec shall provide extended client support and software license
agreem�nt per Exhibit "D" attached.
AR�1C�� V
COOR�IfVATIOA[ Wi�'H OWhl��
The City shalf make a�aiiable to the Consultan# for use in perForming services hereunder
all existing plans, maps, field notes, statistics, camputations, software programs, and other data
in the City's passession relative to existing facilities and #o #he project. Upon termination or
canclusion of this agreement Consultant shall return to City all copies of software programs and
shall remove suc� programs from Consultant`s camputers.
ARiIC�� VI
PRO(9R�SS F4�PORT
The Consultant shall submit manthly progress reports to the Director of the
Transpartation and Public Works Department.
ARilC�� lsll
iR�NS�I�� OF COhliR�4Ci'
The Consultant shall not assign, sublet or transfer, in whol� or in part, its interest in this
agreement without the pr{or written consent of the City. Howe�er, Stantec Cansulting lnc., has
several subsidiary companies which may from time to time assist on the project. These
companies are identified as follaws:
� Stantec Consulting LTD
A�iICL� Vfll
i�I�IVIINAiiON O� CONi�/�C�
Section 1. The City may terminate this contract at ar�y time upon ten (10) days written
r�atice ta the Consultant for convenience or for any cause. Upon receipt of such natice the
Consuftant shall imm�diately discontinue all services and work and the pfacing o� a{I arders or
the entering inta contracts for supplies, assistance, facifiii�s, and materiais, in connectian with
the performance of th�� contract and shall proceed to cancel promptly all existEng contracts
insofar as they are chargeable to this contract,
Section 2. Ifi the City terminates ihis contract under the foregoing Section 1, the City
shall pay the Consultant a reasonabfe amount for services pertarmed prior to such terminatio�,
which payrnent shall be based upon an agreed upon percen#age complete up io the date of
terminafion of the cantract and far subcantract and reproduction in accordance with th� method
of compensation stated in Ar��cle Ili hereof.
5ection 3. All campleied or partially campleted reports preparecf under this contract,
including the original drawings, shall become the property of the City when the contract is
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termi�ated, and may be used by City in any manner it desires; pro�ided, however, that the
Cansultant shal! no# be liable for the use of such drawings for any project other tfi�an the project
described in this confrac#.
The Cansultant agrees that the City will receive a roya�ty-free, non-exclusive and
irrevocable right to use for int�rnal purpases, the software and documentationluser manuals to
be prepared under this Agreement. The Client agrees that it will not reproduce ar circulate
beyond its own organization, either verbally ar by +,vritken wark, information }���air�ing to the
working components of the software and the doct�mentat�onluser's manuals, either in par� or in
full withaut the written consent of the Cansultant_ The Client also aqrees to sign the soffware
license agreemer�t attached hereto as Exhibit "D".
A��IC�� IX
SUCC�SSORS AN9 AS51GN5
The City and the Consultant each bind themselves, th�ir successors artd assigns, to the
other party #o this Agreement and to the successors and assigns of each other party jn respect
to all covenants of this confract.
AF�T'ICLE X
IN��P�Id��N� CORl�'�AC�O�i
Consultant covenants and agrees that it will perForm the work hereunder as an
independer�t contractor, and not as an officer, age�t, servant, or employee Qf the City; that the
Consuitant shall have exciusive cantrol of and the e�cclusive right tQ contro� the details of the
work pertorrrEed hereunder, and all persons perForm�ng same, and shall be solely responsible for
the acts and omissians of its officers, agents, employees, contractors, subcontractnrs, and
consultants; that the doctrine of respondeat superior shall not apply as between th� City and the
Consultant, its officers, agents, emplayees, contractors, subcontractors, and consuftants, and
nothing herein shall be construed as creating a partnership or joir�t enterprise between City and
C�nsultant.
AR�IC�� XC
D15C�,OSUR�
By signature of this contraet, the Consuftanf warrants to the City of Fort Worth that it has
made fiull disclosure in writing of any existing confficts of interest or potential conflicts of interest,
including personal financial interests, direc# or indirect, in property abutting the proposed praject
and business relatianships wiih abutting property owners. The Consultant further warrants that it
will make disclosure in writing of any conflicts of interest which develop subseque�t ta the
sign[ng of this contract and priar to final payment under the cantract.
AFtYI��� XII
IN�EiwR�1TY Ai�D IRlSURANC�
Appraval by t�e Ciiy of fhi� agreement shall not constitute or be d$emed to be a release
of the responsibiiity and liabifity of the Consultant, its afFicers, agents, empEoyees, and
subcontractors for the accuracy and competency of the s�rvices performed under t�is
agreement, including but not limited io surveys, designs, working drawings and specifcatians
and ofF�er engineering documen#s.
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Such approval shall not be deemed fo be an assumption of such responsibifity and
liability by the City for any negligent act, errar or omission in the �erformance �f Consultants
services or in the conduct, surveys, software programs or other clocumer�ts by the Cansultant,
its officers, agents, employees and subcontractors, it beir�g the int�nt of the parties that appra�al
by the City signifies the City's approval of only the general concept of #i�e syst�m to be
constructed. In this connection, the Consuftant shalf indemnify and hold the Cfty and all of its
officers, agents, servants, and employees harmless from any loss, damage, liability or
expenses, on account of damage to property and injuries, including death, to all persons,
including but nat limitec� to officers, agents, or em�loyees of the Consultant or subcontracfors,
and all persons perfarming any part of ihe wQrk which may arise out of any negligent acf, error
or amission in fhe performance of Consultant's services or in the conduct or pr�paration of
SIIN�yS, software programs, and other cansultant documents incorporated into the project in
accordance therewith. The Consultant shall defend at its own expense any suits ar other
proceedings brought against the City and its officers, agents, servants, and employees, or any
af them on accour�t thereof, and si�all pay all expenses and satisfy all judgements which may be
incurred by or rend�red against them or any of them in connection therewith, provided and
except, however, that this indemnification provisian shalf not be canstrued as requiring the
Consu�tant fa indemnify ar hold the City ar any of it's officers, ag�nts, servants, or em�loyees
harmless for any loss, damages, liability or expense, an account of damage #o property to
injuries to persons caused by defects or deficiencies in design criteria and information furnished
Consultant by City.
Witho�# limiting the abave indernnity, Cflnsultant shall provide to City a cer�ificate af
insurance as proof that the Gonsultant has obtained a policy af comprehensive general liability
caverage (accurrence basis} with carriers acceptable ta City covering all risks r�fating to the
services to be per�ormed uncfer this contract, by the Cflnsultant, its subconfractors and
cansultants, such insurance to be in at least the fol[owing amounts:
Bodily Injury Liability
Property Damage Liability
Cantractual Bodily Injury Liability
Confractual Pro�erty Damage
$2�Q,OaO �ach Person
$500,000 �ach Qccurrence
$3Q0,000 �ach Occurrence
$25D,000 Each Person
$500,000 Each Occurrence
$3a0,000 Each Occurrence
The Consultant shall not commence work under this Agreement unti� it has obtained
Professional Liability Insurance as required hereunder and such insurance coverage has be�n
approved by the City. Such insurartce shall be in the minimum amount af $1,DOO,D00. The
insurance c�verage prescribed herein shal� be maintained until one (1) year after City
acceptance of the construction project and shall no# b� canceled without prior writfen notice to
ihe City. ln this connectian, upon the signing and return of this Agreement by the Consultant, a
Certificafe of Insurance shalE be furnished to the City as evidence that the insuranc� coverage
required herein has been abtained by Consultant, and such certificate shall contain the
provisian that such insurance shall not be canceled without fhirty (30) days prior written notice to
the City. Consultant shall notify City within ten (10) cEays of any material modification or
alteration in such Professional Liability Insurance.
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���ic�� �ni
IIflIfV�Rl�1( API� 1dVOiVI�iV �USIiV��S �,IV�'�R�R15� (I�ll�l�) �AR flCl��YIOP�
In accard with City of Fort Worth Ordinance No.11923, the City has goals for the
participation of minority business enterpris�s and waman business enterprises in City contrac#s.
Consuftant acknowledges the MIBWE goal esfablished for this contract and its cammitment to
meef that goal. Any misrepresentation ofi facts (other than a negligent misrepresentation) andlor
the commission of fraud by the Consultant may result in the termina#ian of this agreement and
debarment from participating in City contracts fior a period of time of not less than three (3)
years.
I�R�iC�� XIV
RIGbT i0 AU�IT
A. Cansultant agrees that the City shall, until the expiration of #hree (3} years after final
paym�nt under this contract, have access ta and the r�gh# to examine ar�d phoiocopy
any directly pertineni books, documents, papers and r�cords of th� Consultant invalving
#ransactions relating to this contract. Consultant agrees that the City shall ha�e accass
during normal working hours to all necessary Consultant facili�ies and shali be provided
adequate a�d appropriate warkspace in order to conduct audits in compliance with the
provisians of this section.
B. Consultant furt�er agrees to include in all its subcontracts hereunder a pro�ision to the
effect that the subcontracting consultant agrees that the City shall, ur�til the expiration of
three (3) years af#er finaf payment under the subcontract, have access to and the right to
examine any directEy pertinent booits, dacuments, papers and records of such
s�bcansultant, in�olving transactians ta the subconfract, and, further, that City shall have
access during normal vsroricing hours to all su6consultant facilities, and sF�afl be provided
adequafa and appropriate work space, in order to canduct audits in compliance with the
provisians of this article togeiher with subsection hereof. Ti�e City shall give the
subconsultant reasonable advance r�otice of intended audits.
C. Cansultant and subconsultant agree to photocopy such ciocuments as may be requested
by the City. The City agrees to reimburse Cflnsultant for th� cost of copies as follows:
1. 50 copi�s and under -1 D cents per page.
2. Mor� than 50 copies -85 cents for the first page plus 15 cents far each pag�
thereafter.
p,RiIC�� XV
AG�
fn accordance with the policy ("Policy") of the �xecutive Branch of the Fecteral
Government, Consultant covenants that neither it nor any of its officers, members, agents, or
empRoyees engaged in performing this contract, shall, in connection 'ravith the employment,
advancement or discharge of empfoyees or in connectian with the terms, conditions or
privileges of their employment, will discriEninate against persons because of their age except an
the basis of a bona fide occupa#ional qualification, retirement plan or statutory requirement.
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Cansultant further covenants that neither it nor its ofFicers, members, agents, or
employees, or persons acting on tF�eir behalf, shal[ specjfy, in salicitations or a�vertRsements for
employees ta work on this Contract, a maximum age limit far such employmertt unless t�re
specified maximum age limii is based upon a bona fide occupational qualification, retirement
plan or staiutory requirement.
Consultant warrants it will fufly comply with the Policy and will defend, indemnify and
hald City harmless against ar�y and a!I cfaims or allegations asser�ed by third parties or
subconsultant against Ciiy arising out of Consultant's andlor its subconsultants' alleg�d failure
to comply with the above reference� Palicy con�erning age discrimination in the performance af
this agreement.
ARiIC�� X'll�
pISA�ILITY
In accordance with the provisions of the Americans with Disabilifies Act of 1990 {"ADA"),
Cflnsultant v�arrants that it and all of its subconsultants will not unlawf�lly discriminate on the
basis of disability in the pro�ision af services ta the general public, nor irl the availability, terms
andlor conditions af employmen� for applicar�ts for employmertt with, or currenf employees of
Cansuitant or any af its subconsultants. Consultant warrants it will fuily comply with ADA's
pro�isions and any oth�r applicable federaf, state and local laws concerning disabilify and will
defend, indemnify and hold City harmless against any claims or allegations assert�d by fhircl
parties or subcansultants against City arising o�t of Consultant's ancElor its subconsultant's
alleged failure to camply with ihe above-referenced laws concerning disability discrimination in
the performance of this agreemen#.
ARTIC�.� XVII
V�RlU�o LAIN
Venue of any suit or cause of action under this contract shall lie e�dusively in Tarrant
County, Texas. This contract shall be construed in accordance with the laws of the State of
T�xas.
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IN TESTIMONY WHEREOF, the City of �a�t Worth has caused this instrument to be
signed in q�intuplet in its name and on its behalf, by iis Assistant City Manager and attested by
its City Secretary, with the Corporate Seal affix�d; and the Cansultant alsa has properly
executed this instrument in auintuplet copies each of which is deemed an ariginal,
EXECUTED in the City of �'ort Worth, fhis ����
ci�r o� �o��wo��H
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By:
Mike Groomer
Assistant City Manager
�►PPF�OV�� A5 �'O �O�IV� AND EGALIiY:
�ary Steinb�rg�r
Assistant City Aftorney
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Contr��� Au�horizs�.ion
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By: � 4_ .
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�lo�ia M. Pea,�san
City 5ecretary
�,���o���:
day of A. D. 20Q��
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Hug�anga, P .E., Director
Department of Transportation
and Public Works
,_ „ By. -�.,�.�-
.G. rck Dorwart, P.E.
Vice President,
� Stantec Consulting Inc
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EXHIBIT A
PAVEMENT MAlliAGEMENT TMPLEMENTATION
WORK PLAN
1.0 INTRODUCT�UN
The fbllowing Work Plan has been assembied basad on discussions with City staff.
2.0 WORK TASKS
TASK 1- PROJECT IIVITIATION
Purpose: Ta define the project's organization, object�ves, schedale and overall scope in
close consultatian with City of Fort Worth staff:
A meeting will be conducted with Fort Worth staff to identify the project team and key client
con�act personnel. Tn addition, a review of tk�e pxojecfi's Work P�an, schedules and critical decision
points will be conducted. This task will �ocu� an the praject's goals axtd objectives and will address
a.ny identifiable constxain#s which may affect the overall outcome nf the assignment. As part of this
Task, the following issues will be addressed:
i) Street Sectioning
A review of th� GIS street centerline file will be conductad and a discussion regarding the
proposed street referencing system w�ill be undertaken. A review of the 5tI'��5 to be
included in this project wi�l also be undertaken during this t�sk.
ii) Field Data Coll�ction
Tha proposed field data collection process is fiu-ther defined in Task 4 of the Work Plan.
This portian of Task 1 will invol�e t�e �review of current pawement surface clistress data
collection technology and a recortunendation will be presented concerning this prajecf as
well as furkhe� data cflllection updates. In addition, a r�vievex of the street sysiem intend�d to
be surveyed will be completed, including:
�Survey Conver�tion to be used;
�Data intended to be collected.
iii) �oflware Upgrade
The City's current version of the Stantec pavement management soflwaare, SUPER PMS,
will be replaced �vith the mast currex�t version of the Pavement Management Applicaiion
(PMA}. A review of the the product vvill be provided during this meeting.
1
iv) Data Base Construction
There is no current database for the local �treets involved in this project. This will require the
utilization of th� street secfianing and the development of other inventory and attribute data.
Tl�e data required by the pave�nent management software will be detailed, and tl�� sa�xrces of
this information will be reviewed. It tivill be necessazy to establish default values for some of
this information.
v) Scheduling
A review of �e Project Schedule will be underta.ken to identify any constraints that need to
be �et, as well as to schedule critical project meetings.
vi} System Yntegratxon
The integration of the PMA with th� GIS, as well as ot�er systems, will be disc�.rssed.
FurXher actian plaxis, if required, will be defined during this Task.
Deliverables. A teehnical memorandum out�ining the final project scape in sufficient
detail to clearly define the tasks to be performed, tbe input required from
Fort Warth, milestones to be achieved, and project budget.
TASK 2 - STREET SECTIONING
Purpose: To develop a sireet sectioning scheme suitable for the PMA database
management and analysis.
A review of the GIS �treet centerline file will iae undertaken to prepare a street sectioning
system which will includa:
1. Adopting at� official street nomenclature;
2. Selecting a streei sectioning scheme;
3. Applying a unique street ideritifica�ion number.
Frozxa aur discussions with City officials, it is understaod that an. interface to the City's GIS is
mandatory. We �ecom�aend a sec�ioning system based on a"block to-black" con.�iguration be
implemented. We understand �iiat the stree� centerline file in the GTS, is based on "block-to-
block" sections which can be used for PMA sectiqrung purposes.
The City requires only those sections designated for condition data collection at this time to be
added to the existing database.
Deliverable: A street sectional listing providing the �treet Ide�ti�catian number, Street
Na�e, Street "F�ram", Street "To", for all of the designated stre��s in Fort
Worth.
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TASK 3 — DATABASE CONSTRUCTIOl�T
Purpose: To review the data essential to the operation of the PMA
A meetiz�g will be held wit11 City afficials to review the data requirements a�the PMA database. A
data acquisition plax� and specification will be developed and review�d with the City ta ensure that
all essential as�ects o� the dafiabase have been addressed.
In addition to the pavement condition data calleeted by Stantec, the following items wiIl also be
determined:
1. Pavement Type (Flexible or Rigid}
2. Pave�ent Length {cro�s-street centerline to crass-street ce�terline)
3. Pavement Width (edge of asphalt to edge of asphalt)
4. Drarnage cantlitian {good, fair, poor)
5. Curb & Gutter {concre#e, asphalt, none)
6. % Ctu-b & Gutter (acceptable, xnarginal, unacceptable}
The fallowing adclitional data items are essEniial:
1. Sub Grade Strength (stz'ong, fair, weak}
2. Total Equivalent Granular Thickness (total pavement section in inches)
3. Average Atuzual Daily Traff'ic (AADT)
4. Annual AADT Growth rate (%)
5om� of this in%rmation (SG Strength) may be available from maps referenced tn the saxne GIS
base map as th� street centerline file. If tlus is the case any such data may be captured
electronically. �tantec will wark with City sfaff to dete�xa.ine reasonable de#'ault values for any
other nr�iss�g information. Any data initia.11y defined by d�fault values, ma� be updated by ihe City
at any time that more detailed data becomes available.
Deliverable: Database files inclnding the Street's essential attribute data.
TA�K 4- FIELD PAVEMENT PERFORMANCE DATA INVE�ITORY
Purpose: To cre�fe a k`iield Pavement Performance inventory database oidesignated City
of Fort Worth streets.
This field data callection process wi11 he undertaken as follows:
Surfaee Distress Surveys
The Surface Distress �urvey will be canducted on the designated City sireets with aur Road
Test Unit {RT). The inventory process will cover I40% of the designated streei network and
wi�l include up to 13 individual defec� types. The data will be recorded autonnatieally, includir�g
3 le�els o� defect seve�rity and 5 Ievels of defect density. The data will be sumrnarized every
3
10� feet along #he segment section. This technalogy p�rovides the location of specific distre�ses
within tkxe sfreet section. This data can ba collect�d far bath flexible as well as rigid pavements.
City staff are invited ta participate in the quality control process as the data is co�lected. The
process will include:
i) �electing feId test sections;
ii} Of�ce/field comparison of City evaluation with our data;
iii) F�edback of comparison results to our crew far adjustments, it`required.
2. Roughness Survey
Roughness measurements will be collected obj�ctively utilizing our RT unit. The roughness
measuremsnts will be taken in the outside wheel path of each test lane and will be sununarized
every 100'. The data will also be statian specifc for each se�nent. rn addition to the Riding
Comfort T�ndex (RCI) measurements, we will also callect IRI rzaeasurements to ensur� I�TEA
compatibility.
3. Inventory Features
In addition to th� pavement performa.uce infazxz�at�ion described above, the inventory �xocess
w�ill aIso include:
i) RaadwayJSectian Iden�ificatian
ii} Section Loc�.tion {Streef Name, Sfireet Name `From', Street Name `Ta')
iii) Number of Traffic Lan�s
iv) Length and width {The sofiware wi�l calculate area and lane�miles}
�r} Pavemen# Surface Type
vi) Drainage Characteristics (good, fair, poor}
vii} Gurbs: Type and Conditian (Acceptable, Marginal & Unacceptable}
Deliverable: Coinplete Field PMS Data for all Street Sectinns surve�ed.
TASK 5 — Pavement Width �urvev
Purpose: To collect pavement widths on all streets surve�ed.
A separate sUrvey will be made to collect ihe pavement widths an alI local streets invoived in the
current project. These widths will be input into th� PMA database pmiar to delivery of the expanded
database to fhe City.
Deliverabie: A PMA database with widths for all locai streets surveyed.
n
TASK 6-- UPGRADE TQ THE CLJRRENT VERSION OF THE PMA S�FTWARF
Purpose: To provide the City with the most recent versfon of the Pavement Manag�ment
Application, S�antec's replacement product for the SUPER PMS software.
The City will provide a backup copy af the current SUPER PMS software for use iz�. tY�e conversion
process. It will be necessary to d�lay any fu�'kher edits of that database from that point an until the
new PMA is instal.led.
Stantec will run a database diagnostics analysis on the existing database to identify any existing
data integrity issues. A report will be provided to the City of this analysis.
Stantec will then convert al.l of the existing inventory, attribute and candition data from the current
system to the n�w system.
Deliverable: A fully populated PMA installed on the City's compUter system.
I:ltexas5fart woithl$32-Z2 LOZladminlconlrncEU -10-02 local sircels woek plaadoc
J
�xa�i�r�r c
Consultani Compensation
5ection A. '�his covers the Lump Sum and Unit Rate items, based on a total project fee of
$233,�dQ (��OQ Test Miles @$106.00 per iest Mile}
Full Payment:
Full payment wifl be made by #he City of �ort Warth for Tasks 1, 2, 3 and B upon
satisfactary completion of �hese Eas[cs.
partial Payinent:
�ariial payment will he made by the City of Fort Worth for Tasi�s 4 and 5 based an the
satisfactory completivn of partial tasks an a monthly basis at Ehe respective uniE raEe.
Task 1. Proj�ct Initiation & Praject Management (LS)
Task �. Str�et Sectioning (LS)
Task 3. batabase Cflnstruction (LS)
Task 4. Pavement Surface DEstress and Ride Corrtfort 5urv�y
at $85.00 on the first 2200 Test Miles (unit rate)
Task �. Pavement Width Survey (220Q test miles @$4.55 per test mile}
Task 6. LJpgrade fo the current version of the PMA software (LS}
7askc 7. Exiended Cfient Support {ECS) for one year.
Total
� �,�so.00
$ 11,20nA0
$ 16,400A0
$187,OOO.QO
$ 1 D,010.00
$ 5, 000.00
NIC
$233,200.00
5ection B. This covers any over�run in the test miies up to a maximum of a�00 test miies
Any additional survey miles (from 2201 to 2500}, tested in the same move-in, will be charged at
the rate of $90.00. This would be a toial of $27,OOQ for 300 miles.
S�c#ion C. This covers any over-run in the test miles beyond a500 #est rniles
A. Any additional survey miles (over 250Q), tesked i� the same move-in, will be charged at the
rate of $76.00.
Stantec will carry out the work involved in the aba�e tasks as detailed in kh� �xhibit A Work Plan
on the following basis:
A sur�ey mile is considered to be 2 adjacent travel larres up to a maximum width of 3fi feet. If
any pavernenf is wider than these criteria, then it wili be necessary to make a survey pass in each
direction. In such instances, one centerline mile will count as two survey miles. As #his project
will address iocal streets only, most streets should fall wfthin the 2 fanel3fi foot criteria and �ne
centerline mile will be equivalent to one survey mile.
Section D, This covers ti�e optianai software training
The City may elect ta have Stantec provide two days of software training and a workshop to
review the current decision criteria in the PMA software. ihis should provide khe time necessary
to assist City staff in the construction af the new decision trees necessary for the local skreets.
Tt�e fee far these two consecutive deys would be $4,320 including all travel expenses.
Regarding Task 5 in Section A abo�e, the fee for the width collectian on this prnject will nat
exceed $10,0'[0 regardless of the fnal number of test miles.
ERRA.TA SHEET TO THE EXTENDED CLIENT SUPPORT AGREEMENT
BETWEEN THE CZTY OF FORT WORTH AND STAN'�'EC
1. Paragraph D 4 is amended to read as follows:
In the event problems cannot be resolved through telephone consultation, Stantec will
provide on-site assistance, If Client daes not create the prablems through a city-made
modification, operaiion or error in input, no charge will be made for such as�istance. Ir�
the event the probiems are created by an actior� o� the Client, such a�sistance will be
provided as mutually agreed to in writing on a time and mafieria.l basis pursuant to
Exhibit "C" attached hereto and incarporated herein by reference. Client will pay such
time and materials cha�rges within 3Q days of receipt o£invoice.
2. Paragraph D 5 is amended to read as follows:
Maintenance o� upgrades to Stantec created soflware will be provided to Client wifihout
charge. Maintez�nce and upgrades required as a result of Client modificaiions to
Stantec software will be charged to Client on a time and matc;ria.l basis pursuant to
Exhibit "C". Such charge� are in addition to the amourits prescribed by E�c%ibit "A",
Stantec will provide Client a non-binding written estimate of the ca�t of cus#om
p�rogramming and wi11 obtain written appraval from Client before cornmencing any such
work.
3. Paragraph E 5 is amended to read as follcrws:
Customized :features made by Stantec to tk�e base softwaxe prQgram released by Stantec
are included in Stantec Support Services. Customized features made by Client or others
at the request of Client are excluded from Staniec Support Service�. Upon re�iew of
custoinized features rnade by Client or others at the request of Client, said custamized
features may bc eligibl� for support at an additional �ee or on a time and material basis
as mutually agreed to in writing by 5tantec and Clieni;
4. Paragraph I l. is arnended ta read as fallows:
Client will notify Stantec in writiug at least sixty (50) days prior to the expiratioara� c�f the
Extended Client Support Services of its desir� to continue recei�ing such services. If no
notice is received, the Extended Client Support Services will ternlinate ai the end of
stated term.
S. Paragraph J is amended io read as follows:
The laws of the State of Taxas sha1l govern ihis agreement. Venue shall lie exclusively
in Tarrant County, Texas.
ERRATA SHEET TO THE SOFTVL�ARE LICENSE AGREEM�NT
BETWEEN THE CTTY OF FQRT WQRTH AND �TANTEC
I. Paragraph 12 E is amended to read as :follows:
This agreement may not be released, discharged, madi�ied or assigned, sublicensed ar
otherwisa transferred or attached in any way �xcept by a written insttuznent ratified by a
duly authorized representaiive of each of the parties. The la�s c�f the State of Texas
shall govern this agreement. Each af the parties k�ereto irrevocably attorns to
jurisdiction of �he courts o� the Sta#e of Texas and further agrees to commence any
litigatio� that may arise he�eunder in the courts located in Tarrant Caunty, Texas. The
terrns and conditions contained herein shall prevail nari�+ithstanding any variance with
the term.s and conditions of any other submitted by the Client.
Agreement Number.
EXYENDE� C�IENi SUPPORT AGR�EM�NT
This contract, made and entered into as of the day of is a 5oftware Upgrades and Prograrn
5upport Agreement between:
Stant�c Consulting Inc.
8211 South 48�' Stree#
F'hoenix, AZ 85044
(hereinaft��::_teferred #o as "STANT�C")
and �
cusiornEr name and aafdress
� �� ..t :'`
- (i���reinafter referred to as the "CLIENT")
WH�REAS, the CLIENT has acquir�d,_�...L.icen5e<;�� use c��fain computer �rograms owned ar re-marke#ed
by STANTEC; and �-• :::
���<�'t;;:;.. :::
WH�R�AS, khe CLI�NT is d��'rraus of obtqining suppart services for the software; and
WHEREAS, STANT�C is vuilling��,=���� provide suppart services under this Extended Client Support
Agreement ("Agi'��.���;�':'), ,
NOW THEREFORE�<.:i��`consideration of the mutual agreements cantained herein, STANTEC agrees to
provide and the CLIEN�` agreas #o accept and pay for support ser+�ices as follows:
A. TERM
This Agreement wili commence o� the daie written ahove and will rernain in effect for the period
, 2000 to , 20Q1, hereinafter referred to as "MAINTENANC�
PERIOD". This Agreement is an extended support contract intended for the sole use and benefit of the
CLI ENT.
g. sco��
5ubject #o t�te ierms o� #F�is Agreement, STANTEC will provic�e the Cl�I�NT with sofiware upgrades,
reiaied dacumentatian �p��tes and telepnone support as described herein. The CLIENT shall pay ta
5�'ANTEC a fee as described in Exhi6it "A" attached hereto and incnr�oraied herein by referenc�. ihe
services provided hereunder apply only to STANiEC software modules licensed for use by the CLIEN� as
deseribed in �xhibit "A". The Software License Agreement for all products supported by ti�is Agreement
must be in effect without default on the part of any party prior ta the signing of this Agreement.
o9ioo 1 of 8
C. DEFINITIDNS
Saftware Upgrades -
Software upgrades encompass new capabiliti�sffeafures that serve ta improve software
performance, or ta enhance any fur�c#ion currentEy supported by STANTEC software together with
related documentation updates.
2. Telephone Support -
7elephone sup�art is the provision of technical consultation, including: remote installation
assistance; assistance in the use of STANTEC sofkware products; and, remote assistance in error
isolation and correction. Tefephone support anfy appiiss ta STANT�C software programs
licensed for use by fhe CLIENT.
D. SOFTWARE SEJPpOR7 S�RVICES
1. Under this Agreemet�t, ti�e GLIENT will r�ceive durEn�: the MAINTEfVANCE PERIQD saftware
upgrades and associated documentation upd�Ee.�...to S'�ANTEC so�ware modules which were
licensed for use by khe CLIENT. The costs�:af sl�ipping�`and..h:��dling of soffware upgrades and
associated dacumentation are include.d;:fin the ar�:nual fee a����escribed in Exhibit "A".
2. During the "Principal Period,v�::Supp�k:t">;�lefined�`[C��`Exhibit "B", a#tached hereta and incorporated
herein by reference, STANTE��=�v�r.t"J;l, pi'oV€de_..ihe CLIENT support services #a keep the software
performing in accor�ance with�=::;1i5'��vu�it#��i" specifications. If support service is requested by
CLIENT to �e perfor�i�¢_..outside�`the. Principai Period of Supporf, such service will be pravided at
th� applica.�i.� STANTE�:p�r call r�ates and terms then in effect.
3. Subject €�:.,#��;,terms :�f this Agreement, the CLI�N7 is entitled to telephone support during the
MAINTENA�[CE::�'ERfOD.
4. In the event��problems cannot be r�soEved ihrough telephane cansultation, STAf�T�C will provide
o�n-site assistance as mutually deEmed necessary on a time and materials basis pursuant Eo
Exhibit "C" attached hereto and ir�corporated herein by reference. Such tirne and materials
charges will be paid by CLIENT in addi#ion to the annual fee described herein.
Maintenance of and upgrades to cusiom sof�+n+are will be charged to the CLIENT on a time and
matarials basis pursuant ko Exhibit "C". Such cf�arges are i� additiort #a the amounts prescribed
by Exhibit "A". STAf�T�C will provide the CLIENT a non-binding written estimate of the cast af
custom programming and will obtain approval from the CLlENT before cammencir�g and such
wor�c.
E. EXCLUSIOHS FROM STANiEC SUPPORT S�RViCES
Suppo�t service provided under this Agreement does not assure uninterru�t�d operatio� of the software.
The following services are outside the scope af SiAN7�C support services pro�ided hereunder and the
CLIENT rnay incur charges, an a tirne and materials basis, in addi#ion to the suppart fee prescrlbed
herein, if support services are required for any of the following reasons:
1. Failure to cantinually provide a suitable installation environment including, but not limited to, the
failure to provide adequate electrical power, air conditinning ar humidity control, or the CLf�Ni's
impraper �se, managemenf or supervisian of the equipment including, without limitation, the use
of suppiies, disc packs, and cartridges;
2. Any cause external #n the software adversely affecting its operabilify ar serviceability w�ich shali
include, buk nat be ]imited to fire, flood, water, wind, lightning, and transportation, neglect or
misuse;
os�oo 2 of 8
3. System hardware failure;
4. Us� of the sofEware for purposes other than that for which it is designed;
5. Customized features made to the base software program released by STANT�C. Upon review by
STANTEC, said custorriized features may be eligible for suppor# at an additianal fee ar on a time
and materials basis as mutuaily agreed upon by STANTEC and the CLfENT;
Alterations to the software by non STANTEC persannel. If persons o#her than STANTEC
personnel change any suppQrt service on any saffware ca�ered by this Agreement, and as a
resul# thereof, any support service by STANTEC is required fo resiore fl�e saftware ta good
operating, such support service will be provided at the applicable STANTEC rates far time and
materials then in effect.
7. Assiskance with data cor�version for software upgrades.
8. Assistance with upgrade to newer releases o# operating s�tems:._,�nd database �latforms
approved by STANT�C, an which the software and data�ase are iri:�#�«etl. .;
9. 5up�ort for the software on aperating systems ari�I;. database ���j�l�t��rms �ot approved �y
STANTEC. -
10. Modificaiions to the softwara for comp�tibility��lith:.�peratirig::s�rstems and database platforms not
appro�ed by STANT�C. `
F. ACCESS TO 50FTWARE � .. ...... . _. �
�. CLIENT will provide �T;�NT�C wi�h. full�'and free access ta tne saftware to provide the setvices
hereunder,,,_;::;
2. Shoufd C�l;���";::�ave �;nodem access �r add modem access during the term of this Agreemeni,
CLIENT will provf�e modem accEss to the comp�ter on which the software is o�erating to
authorized ��T.A�1T�C su{�port repr�sentatives far such time as is deemed r�ecessary by
S7ANTEC. Telephone modern remote access expenses will be paid by tF�e CLI�NT. 7hese
rnodern access expenses are in addition to the sup}�ort fee described herein.
G, F�ES
The annual suppori fees shall be set forth in Exhibit A and are subject to adjustmeni annually on the
anniversary date of this Agreement. The total annuaE fees shall be due and payable upon receipt of
STANTECs invoice, Any amount not �aid within thirty (3a} �usinass days of the date of #he invaice shail
bear interest ak the rate of eighteen percent (98%} per annum un#il payment has been raeeiv�d by
S7AiVT�C. If CLI�N7 fails to make payment within thirty (30} days of receipt of the invoice, all extend��
support will be paid by CLIEN`f at STANiEC's then current time and materials fees.
H. TAXES
Any saies, use or other federal, state or local taxes requirecf based on the services pro�idad pursuar�t to
this Agreement, shall be billed to and pa�d by CLIENT.
o9raa 3 af 8
TERNiINATIOId
The CLIENT will notify STAN7�C in writing at least 60 days prior to expiry of Extended Client
Support Servic�s whether or not it �vants to continue receiving Extended Clienk 5upport Ser�ic�s.
If �a na#ice is received by STANi�C, then Extended Clien# Suppori Serviees will cantinue for fhe
nex# year under STANTEC's then curreni prices and �olicies.
2. Should the CLIENT elect not to renew support service on any anni�ersary date af the i�stallation
or terminate support as provided above, and then �ater elec# Eo reinstate support services, C�IENT
agrees to pay STANTECs Extended Client Suppori re-instatement fees in effect on the date that
Support is re-ordered.
3. Either party may terminate this Agreemen# at any #ime for failure of the:.other #o comply with any of
its terms and conditians. STANTEC reserves the right to ferminat.e-<s'upport service immediately in
the event tF�e C�IENT is in default under any agreement with`��TANT�C or any of iis affiliated
campanies and if such defauft continues for 15 days after written �tiaf�ce�of:;de�auft is given to ti�e
CLIENT by STaNTEC. This Agreement will terminat� �i�.mediaE�ly ar�d alk>�harges due hereunder
will �ecome immediately due and payable in th.e..:>�ven# Cf:�at the C.LfEt�'f` makes an assignment for
khe benefi# af credi#ors or a petition is filed b�!:flr ���inst €l�e CLI�N7 under any law �aving for its
purpose t�e adjudication of the CLIElVT��as ban�u,p�� or the`���o�ganization of the CLI�iVT.
::��}�:..
J. GOV�RNING LAWS ti' �`�`�
This Agreement shalf be governed 6y khe.;laysr�<:�n forrce in the SEate of Arizona.
K. DISCLAIM�R - CLIE'�1T.'.;�::;#�ESPCI�VSIBILITI�S
�. 5TA�1T��'��,;qbkigatio�s under this Agreement are in lie� of all �,varranties, express or implied.
STANTEC will n�t be liable for special, indirect, or consequential damages, arising out of or in
connection��v�rit��'#his Agreement or the maintenance service performed hereunder.
It is the responsibili#y of the CLIENT ta er�sure that all of its fiies are adequaf�ly duplicated and
documented. STANTEC will not be responsible for khe CLIE1�7's failure to dupiicate and
document its files, or for the cost of reconsi�ucting da#a stored an disc files, tapes, memories, �tc.,
lost during the course af performance af maintenance service or hardware failure.
3. STANT�C is not responsibie for any failur� to render service due to strikes or causes reasonably
beyond its control.
L. NOTICES
Any notice ar aiher comrnunica#ion given hereur�der shali be in writing and rnailed, if to STANT�C, to the
address of STAiVTEC headquarters, and if ta #he CLIENT, to the address af the C�IENT shown on this
AgreEment ar to such other address as such party shall have designafed by natice in writing. Any such
notice, if mailed praperly addressed, and postage prepaid, shall be deem�d giv�n wh�n deposited in the
U.S. Mail.
M. ENTIRE AGREEMENT
The foregaing terms and conditians shall prevail, natwithstanding any variance with ihe terms and
conditions of any order submitted by the CLIENT for the repair or support of tize software.
os�oo 4 of 8
7he CLIENT acknowledges that it has read this Agreement, understands it, an� agrees to be bound by its
terms and condifians. Further, the CLI�NT acknowledges that this Agreement is the comple#e and
exclusive statement of the agreement between khe pariies, w�ich supersedes all proposals or priar
agreeme�ts, oral or written, a�d all other cornmunicatians between the parties relating #o khe subject
matter of this Agreement.
ACCEPTED 8Y:
Stantec Cansulting Inc.
SignaEure
ACCEPTED BY:
iVame {typed) M.A. Karan, Ph.D.
Title Senior Vice Presiden#
Managemen# Systems
�ate
Signature . -
Name (typed) Richard G:<:f}orwart, P.� ���'�` . �
Title:::>���� Presid�rt`t``���`'":`:::::>>:
�;�:::;.M�.nagemer�t Systems
Date �
8211 5auth 48th 5treet
Phoenix, AZ 8�044
(602)43$-2200 (Voice)
(602)438-0469 (Fax}
Signature
Prin# -
.. Title -
��C��te .
osFao 5 af 8
�XHIBIT A
Extended Clieni Suppart Fee Schedule
Pragram
Pavement ManagemenE
Appfication (PMA)
Base Cost Multi-User Total
{Up to 5 seats} {Each adcfitional seat} seats
required
.� ��<'Tt�TAL*
���ae:€�xes �:
Annua� Support
Fee
No Charge First 12
Mo�ths
No Charge
osioo 6 of 8
�XHIBIT B
The princi�al period of sup�ort is 9:fl0 a.m. to 5:40 p.m. MST, Monday to Friday excluding the fQflawing
observed h�lidays.
Noliday
New Year's Day
M�morial Day
Independenc� Day
Labor bay
TY�anksgiving Day
Christmas Day
5TAN7�C CONSULTiNG INC.
200D-2001 FEoliday Scheduie
2000 Observance
January 3, 2000
May 29, 2fl00
Jt�ly 4, 2000
September 4, 2400
Novem6er 23, 2000
December 25, 2000
2001 Observance
January 1, ZQ01
May 28, 2001
,7uly 4, 2001
September 3, 2601
November 22, 2D01
qec��iber'25, 2001
osioo 7 of 8
;:::>..
ExHigrr e
EXTENDED CL.IENT SUPPORT
iime and Material Fees Schedule
I. TimE is billed at th� rate of $200.00 per hour, ane (1) haur minimum.
Il. Material is billed for all exper�ses plus fifteen (15) percent, (other than time co�ered in Sec#ion L},
to include but not be limited to: travef; lodging; m�als; comm�nication; and consumable supplies
mutually deemed necessary #o provide requested CLIENT assistance.
o9iao 8 of 8
SO��IIIIAR� L[C�NS� ACRE�M�N�
Agreement Numl�er:
This License Agreement, made and entered in#a by and,
B�TWE�N:
Hereinafter called `CLIENT'
IN CONSfDERATION OF the m
folfows:
- and - � �
SiANT�C CON5ULT1f�:��fNC.
8211 5outh 48th Sfre��t
Phaenix,. A�'.:'��&�044"�:�:.:.
Hereinaft�r called `STANTEC'
:. :' ��.:t., =:<;;.:::
u���#��::::co��;n��ts contained herein, the parties hereto agree as
<;�>._:, ��R1VIS AND CONDITIDNS
1. SCO�E - �
T�is License Agr���ent (hereinaft�r referred ta as `AGREEMENT') shall apply to the rental,
leas� andlor license of tl�e proprietary com�uter software product(s) specified in Paragraph Z
herein. For purposes of this Agreement, t�e term `PRODUCT' shall mean that specific
proprietary compufer software product (including pragrarrts, dacumen#atian and any suhsequent
�apdates) s�ecified as follows:
(Name of Sofiware cavered by licensel
2. LICEAIS�
- (Narne af Modules if
- applicableJ
The PRODUCT is protected by copyright laws and internatio�al copyright trea#ies, as well as
other intellectual property laws and tr�aties. The PRODUCT is lice�sed, nat sold.
STANTEC �ereby grants to, and the CLlENT hereby accepts, subject to the terms and
car�ditians specified herein, a nontransferable and nonexcfusive licer�se to use ti�e PRODUCT
exelusivaly in the CLIENT's business, �or the CLIENT's ber�efit and on CL[ENT operated
camputing equipment. The CLIENT expressly agrees to use the PRODUCT �or its own internal
operations anly and nof to allow the PRDDUCT to be re-marketed, shared, assigned or useti in
any manner whatsaever by any other party,
The PROD�CT shall be used by the CLIENT only at t�e following focation;
(Location of Computer to Use Soffware)
06/99 1 0�4
This license and the PRODUCT may r�ot be shared or used canc�rrently an different computers
unless authorized to do so herein. The PRODUCT is licensed as a single prod�ct. Its
component parts may not be separated for use an more t�an ane computer.
The CLIENT assumes fiul! responsibifity for th� conditian and effectiveness af the operating
e�v�ronmen# in which the PRODUCT is to function.
The CLIENT shall use the PRODUCT far internaf purposes anly. The CLIENT shall not co�y or
duplicate the PRODUCT without the prior written cons�nt of STANTEC, exce�t that the CLiENT
may copy the PRODUGT once, only to ensure adaquate back-up in sup�ort of the CLIENT's
use of the PRODUCT. The C�IENT shall nat provide, transfer, assign, rent, lease, lend or
otherwise make available the PRODUCT or any part or copies in any farm to any third party,
except as may be permitted in writing by STANTEC. The CLIENT may noi copy the �r�nted
rnat�riais accompanying the PRODUCT.
3. TIT[.�
Title to the PRODLlCT and any reproduction th�
supplied to the. CLIENT under this Agreement
copyright, patent, trade secret and other in,telle
and remain the valuable property of STA[��'EC.
4. NON-DISCLOSUR�
all
erty right�<:�#�ti�erein, and ail mat�riais
he s.f�le property of STANTEC. All
�r�ietary rights in the PRODLlCT are
The CL�ENT �ndersfands::=��nd agrees..:tli�a# the PRODUCT constitutes praprietary information
and trade secrets::::of STANT��.,, The���C�IENT agrees to kee� canfidentia! and to exercise its
bes# efiforts to ::prevent and;`'profe�t� the PRODIJCT, or any part tf�ereaf, from disciosure to any
person oiher ti����;:.;��i�;;C�I�NT's employees having need far disclosure incident to the CLIENT`s
use of the PROD�UC�'. In order to �revent unautharized use, STANTEC may install such
security devices a�:,:t�ey deem necessary.
5. LIMITAiIONS ON R�V�RS� EMCIN��RfN�. DECOMPI�AiiON AND DISASS�MBLY
Re�erse engineering, decompilatio� or disassembly of the PR�DUCT is prohibii�d, except and
anly #a the extent that such activity is expressly permitted by ap�ficable law notwiths#artding this
limitation.
6. Y�AR 2�00 COMPLIANCE
Stantec warrants that the currently supporied relea�es of the PRO�UCT will:
a) correctly handle date information before, during ancf after 1 January 2000, accept dat� input,
provide date output and perForm caiculatiQns on dates, including I�ap year calcuEatians;
b) function according to tF�e documentation, during and after 1 January 2000, wi#hout changes
in operation associated with the advent of the new century; and .
c) stare and provide ou#put of date infiormation in ways that are unambiguous as to century
when configured and used according ta the documented ins#ructions, provided #ha# the
hardware, software, #irmware, and ather computing facilities used in combination with the
PRODUCT properly exchange dat� and other data with the PRODUCT.
7. NO W�ARRANTIL�S
o���� 2 af 4
T� THE MAXfMUM EXTENT P�RMfTTE� BY APPLICABLE LAW , STANT�C D15CLAIMS
AL.L OTH�R WARRANTIES AND C�NDITIONS, EITHER EXPRESS OR IMPLIED,
INC�UDING, BUT NOT LfMiTED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICIJLAR PURPQSE, TlTLE AND NON-INFRING�MENT, WITH
REGARD TO THE PRODUCT, AND THE PROV1514N OF OR FAiLIJRE TO PROVIDE
SUPPORT SERVECES. NOTWITHSTANDING TH� FOREGOING DlSCLAIMER, THE CLIENT
MAY HAVE SP�CI�'IG LEGAL RIGHTS WITH RESPECT TO WARRANTIES, WHICH RIGHTS
VARY FROM STATEIJURISDlCTION TO STATEIJURISDfCTION.
8. LIMIiS OF L1A�ILITY
TO THE MAXIMIJM �XTENT PERMITED 8Y APP�ICABL� LAW, IN N� EVENT SHALL
STANTEC BE LIABLE FOR ANl' SPECIAL, INCIDENTA�, lNDIR�CT, OR CONSEQUENTlAL
DAMAGES WHATSOEVER {INCLUDING, WITHOUT LIMITATION,:Di4MAGES FOR LOSS OF
BUSIN�SS PROFITS, BUSINESS INTERRUPTION, LOSS OF B�°��INE.SS 1NFORMATiON, DR
ANY OTH�R PECIJNIARY LOSS) ARISlNG OUT OF THE USE'�.� �i�R:INABILITY TO LJSE
THE PRODUCT OR THE PROVISION OF OR FAIL�R�.:;TO PROVI�IE SI�PPORT SERVICES,
EVEN I� STA�ITEC HAS BEEN ADVIS�D O� THE P(��.SIBiLITY �Q-�'"SUCH DAMAG�S. fN
THE EVENT OF A BREACH OF ANY WARRA�I�I�;�:;;EXP�f��SS_QR�IMPLIE�, OR ANY TERM
OF THIS AGREEMENT, STANTEC'S ENTIRE�'=�;�IAgILlTY`�:AI'�� THE C�IENT'S EXCLUSIVE
REMEDY SHALL BE THE RIGHT TO T��,MINAI��:;THIS AGREEMENT BY RETURNING THE
PRODUCT AN❑ QBTAINING A,.:,:.REFU:N'�.. 4F ���ONIES PAID TO STANTEG FOR THE
PRODUCT. BECAUSE S4M������:�'�;AT�S`��;:�ND �JURISDICTIONS DO NOT A�LOW THE
EXCLIJSION OR �iMITATION OF �'IAB�I:�:I.TY,;���THE ABOVE LIMITATION MAY NOT APPLY TO
THE CLIENT. �
9. R�STRfCT����l3S�
The PR�DUCT will����� �tsed by the CLIENT to process or anafyze da#a collectecf wiihin the
jurisdiction of #he ��C:Lf��NT for the CLIENT's infiernal purposes and no other. The output fror� th�
PRODUCT may be pravided ta a third party wha is doing desig� wark for the CLIENT #ar the
�eriod of the warking arrangement. Under no circumstances sha[I the CLlENT �se the
PR�DUCTS ta pravide serviees, to any third party, related to infrastructure data, ne�ds or
eval�ation analysis.
10, ��R1Vi
This AGREEMENT is effecti�e fram the date af ifis acceptance by STANTEC and shall remain in
force untif terminated by either party as pravided F�erein. However, the terms and conditions ofi
this AGR��M�NT under Paragraphs 3, 4, and 8 shall continue in fuN force an� effect and shall
survive th� termination of this AGREEMENT and any Schedule(s) that become a part of this
AGREEMENT.
11. T�RMfI�ATION
(a} Ef either party shall be in default of its o�figations under this AGREEMENT and sucft
default continues fior thirty (30) days after written notice thereof by the ather party, this
AGREEMENT may thereupan be termir�ated by such otF�er party.
(b) Upan any termirtation o# this AGREEMENT, the CLIENT shall deliver to STANTEC
forthw9th all the PRODUCT, copies, materials, repraductions and modi�ications held by the
CLIENT and shall warrant in writing to STANTEC tnat all copies thereof have been returned to
STANTEC ar destroyed.
1�. G�NERAL PROVtSIONS
o�»� 3 of 4
{a) Neither party shal� be heid responsibie for any defay in performance hereunder arising
out of causes beyond its cor�trol and without its fault or negligence. Such causes may ir�clude,
bUt are not limited to, fires, strikes, embargoes, acts of Gad, inability to sec�re transportafion
facilities or ather causes beyor�cf the can#ra! af �ither par#y.
tb) The failure of STANTEG in a�y one or more instances ta insist upon strict performance
of any of the terms or provisians of this contract si�ail nat be construed as a wa�ver or
relinquishmenf, to any extent, of the rigf�t ta assert or rely upan any suc� terms or pravisions an
any future accasior�s. !�f any term, provisinn or condition of this AGREEM�NT is held to be
invalid, void or uner�forceabfe �y a couri af competent jurisdictior�, the remainder af the
AGREEMENT shall remain in ful] force and effect and in na way shalf be affected, impaired or
invalidated.
(c) This AGRE�MENT, constitutes the en#ire AGREEMENT betw:�en the parties hereto with
respect to #i�e subject matter hereof and shall sUpersed�'ti�' all •:; pre�ious negotiations,
commitments, and writings and no representation ar statem�:n# ���t�ot cantained in this
AGREEMENT shalf be binding upor� STANTEC as a wa�rran�y or othet�+vise.:::
{d} The C�.I�NT agrees that because of tl��:�`�i��r���ue r��ture ,�f th�e PRODUCT, irr�parable
harrn wil! be caused by a breach by the. CLlE�ET a��� ifs od��g�t"ions hereunder, that monetary
ciamages will be ir�adequate #a compens�i�� for si>t�,h harm;� and that injunctive relief will be an
appropriate remedy to enforce this.,AGRE��I:�NT. ```r::
(e) This AGREEM�NT may not`"be�=i��;��as��d, discharged, modified ar assigned, sublicensed
ar atherwise transferred ofi�'�a�tached ii�:.any way except by a writ#en instrument ratified by a duly
authorized repres�ntative t�f��:���h of t�i�e parties. This AGREEMENT shall be governed by the
laws of the Stat� of"�Arizoria:`'�E���" of the parties herefo irrevoeably attarns to jurisdic#ion of the
caurts of fhe ��at€�;;�f:,Ariz�:na and furtF�er agrees ko commence any litigatiar� whici� may arise
hereunder in the court� located in State of Arizona. The terms and conditions contained herein
shall prevail notwi��star�ding any variance with the terms a�d conditians nf any othar su�miti��
by the CLIENT. �
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on #t�is
day of , .
Name of Client (Agency}
PER:
W ITNESS (Typed Nam� of Person Signingj
STAWT�C CONSU�TIIVC IfdC.
PER:
��:�i
M.A. Karan Ph.D.
Senior Vice President
Management Systems
Richard G. Dorwa�t, P.E.
Vice Pres�dent
Management Systems
Q���� 4 of 4
Cr�j� o,�'�o�� L�or�h, �'e�c��s
���a�� ���M ���r��i� �o���������rn
D�TE REr-�r����i_ rv�r�t��i� L�� rv.��E F,�Gr
1 ��'i 8��'I **'�..� �$$� �Q�TAN7�� 'I of �
����.1�;�T �v���� �� �a�v�r����- �a s���vT�� ������r�rv�, irv�. Fa� ���r��n���
I ���Jf�i-CIO�! 1�1f��lT�F�Y 0� F�E�[€��hiTJAL �TR��T� �ITI�-INID� (�Q��-16} _ �
REG�f�+I��EVDA�l�N=
I! i� rec�mr�tie1�d�d �hat the �it�r �nu��cil aut�ari�� 11�e �iC�r ivlanager to ex�cut� a co�tra�t with �tar����
�ansE,l#I�rg, �nc. fpr i�e pr�para��i�n c�f a� in�ent�r�r �i lh� ��►�err�eni �ondltion af r�sid��ki�l s�r��ts ir� a�
arraount not �� exceec� ��fi�k,���.
�I��LJ��t��l:
On f�br�ary �(}, � �98 {f��� �-'16B��a}F ��I� C11#� C1QUf�CII ����OVB� �f� [�f��If��7�rJ�Irl� �€�}fVIC{�S` G`O�tfSI� 1N��I�
IT}C ����I�}+, ln�. ��tc�w+ �ka��te� C�n�ulling, Ir�c,) for an �nv��tto�y o� th� pavem�nt c�ndit'ron of afiE�rial
�nd ��1le�to� skre���� �hat �am��fs� a �or�l�n �f i�k�e �Jty's str��# nelwork.
Du�ing €rti� FY�00'�-2�0� k�udgaf pracess, ti�� �Ety �nunc�l req�e�t�d tha� staff compt�t� the ir�venlory
o� the �iiy'� st���t n�twqrk. 7his ��nkrack waG! pro�+i�� a� J�+r�r�tory oi th� �averrfent cond[#'ror� of
��sid�r��ial st����s, an� �+ill com�let� Ih� inv�ntor� af �F�e �It�+'s t��al str��t r�ekwor�C. Th� �orr�pl�ked
in�ertit�ry will pr�vi�� staff �utth an �bj�ctiv� and ���urata pav�rn�r�t cor�d�tiot� for �he en#Ir� ��reat
r��tva+��ls, which will �Ilow for ar,�urat� �udget �roj��ti�r7s �nd ass�st ir� m��ing I�ng r�ny� �lanning ��td
b�dg�tar� ���i��t�ns ��r ihe ar�n�al �traat Nlaintena���e Progr�rr� �ncE ��tu�e �api#aa �rr�provs��nt
I�r�grarr�s.
�Jnc��r the cond���on� af this cor�tfa�t, �#a�te� �r�ns�ltir��F IC1G4. WCII F}f$fJ�fO �ft �C1V�I1�Qf� C1� �Y�� �8V$iZl$!l�
con�lition of rasi�c�nkial street�, �nc� wifl dowr�load �ha �a�a inta our �urrr�nt �avernent �crnd��ian inve�tory
s�st�r� ��ct�rciirag io tl�� foll�wi�� ra��s;
Q �o �,�OQ �urv�y n�il�s
�,�01 t� �,��Q s�ar��y mGl�s
�t �1 Q6 per sur�re� mil�
�� � �i} �er sufvey rrrlle
���r �,5�� su�v�y miles �t � 7fi p�r surva� mi�e
�tanta� �ans�llar�g, �n�. wlll provitl� � d�t�t�as� nf ti�e pav�rr�ent condition ir�v�rrlpr� for r�sfda�tial
sPreets whicl� is ��r�palibl� with the �it�r's ���graphical Inforrr�atEori �y�i�m, ar�d wlll upgr��� tfne
�xis�in� pave�x�ent cond�tlon i�ventorp soflw�r� far a�t�r�al and �a�fe��or stree�s to #�e c+�rrer�t database
sof�ware verslon.
F�dcE�lionell�r, ��ant�c �on��llir�c�, Inc. w�11 pro�id� �� mo��hs oi cll�nl �upport and saf�ware up�rades
upan c�er�pleta�n �f lhe �esiderrt�a� pavemer�t co��c��tkon ��v�r�tar�.
[�1fWB� � A� w�iver �f th� ��a1 for f�+1l1+V�E suL�c�ntrac#ir�g requ�remer�t� was r�c��,estc�d by the
c�e��rtrnent and app��v�d b�r l#�e f�+il1+VB� �fftc� ��r��aus� ih� purch�s� of �o��is ar�d �erv��es is �rorr�
sa�r��s w1��re �ubcontracting �� supplier ���ar#�xnifios are �egllgii�le.
� i�y �� f � �"c��t �0�1 �a, �exars�
���a� ��� �o���� ��r�rr��rpi���i��f
i��,Tr I-�EF��2�h3C�k1xLJN1flFi� �._c���v,��i�— Pa��
1�118��'E �'`��'I �88� ���iANT�� � � �f �
su�.��cr AINARD �� ��fVTRA�T i� �TI��IT�� �Ohf�U�71iV�, IfV�. f�l� k��l1��M1+I�fVT
��h1L�l�'IC�IV 1�11ElVT'�I�Y O� R��ND�NTIA�. �T�EET� �ITY-WIDE {��Q2-1�}
�his pro����t is lo�ated iri ��1� ��UN��L DI�"i'�i���.
����AI� IfVf��R�r1ATI�f����RTIFICA`f'ICJN:
�`h�: �inanc� Dir�ctt�r c�rtefi�s t��t f�ai�ds �r� ��rail�bl� in 1�$ curr�nt c�pit�l budg�l, as ���r�pri�t�d, of
ll�� �ontrac:l �fr��i �+l�ir7l�n�r�ce ��nd,
Nt�;k
Std���,�lt�•+lforf:El}' I�pllqj;cr'R
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Mi�Cr Ciroaui�r
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�4aldilfanul FrGC�tru�aiinii ['qo�;�o�t:
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