HomeMy WebLinkAboutContractAGREEMENT WITH WESTERN SYSTEMS FOR ADDITIONAL
SCOOT LICENSES AND SERVICES CAG-20-340
THIS AGREEMENT, dated October 7, 2020, is by and between the City of Renton (the “City”), a
Washington municipal corporation, and Western Systems, Inc (“Consultant”), a
Washington corporation. The City and the Consultant are referred to collectively in this
Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as
of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide additional SCOOT Adaptive System Licenses
and Services as specified in Exhibit A, which is attached and incorporated herein and may
hereinafter be referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit B or as otherwise mutually
agreed by the Parties.
3.Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than December 31, 2021.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $84,749.96, including any applicable state and local sales
taxes. Compensation shall be paid as a flat rate fixed sum based upon Work actually
performed according to the rate(s) or amounts specified in Exhibit B. The Consultant
agrees that any hourly or flat rate charged by it for its Work shall remain locked at the
negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit B.
Except as specifically provided herein, the Consultant shall be solely responsible for
payment of any taxes imposed as a result of the performance and payment of this
Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
CAG-20-340
PAGE 2 OF 10
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant’s performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
PAGE 3 OF 10
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City’s or other’s
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
PAGE 4 OF 10
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
PAGE 5 OF 10
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
PAGE 6 OF 10
limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City’s insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City’s
recourse to any remedy available at law or in equity.
F. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Flora Lee, Project Manager
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-7303
FLee@Rentonwa.gov
CONSULTANT
Western Systems C/O Zach Hoiting
1122 Industry Street Building B
Everett, WA 98203
Phone: (425) 438-1133
ZHoiting@WesternSystems-Inc.com
PAGE 7 OF 10
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
PAGE 8 OF 10
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City’s project manager is Flora Lee. In
providing Work, Consultant shall coordinate with the City’s contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
PAGE 9 OF 10
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
PAGE 10 OF 10
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
Armondo Pavone
Mayor
Zach Hoiting
Sales Manager
_____________________________
Date
_9/11/2020________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
Contract Template Updated 03/12/2019
October 7, 2020
Approved by Cheryl Beyer via 9/25/2020 email
Exhibit A
Project Tasks
The Renton project is divided into parts based upon detection availability and geography, and it is the
assumption that the following project tasks are substantially iterative for the two parts.
Task 1 Project Management Support
The Consultant will provide support for the Western Systems, Inc. Project Manager throughout the
duration of the project. This will include providing the project schedule, bi-weekly telephone/email
coordination, monthly progress reports and other documents identified in this SOW and attend project
meetings with the City of Renton by teleconference. The Consultant will contact the Western Systems,
Inc. Project manager, by phone or email in the event of issues arising during the project that may
require more immediate attention than the weekly reports.
Deliverables (PDF format):
x Bi-weekly update teleconference or email throughout the project.
x Minutes of the meetings attended with City of Renton staff.
x Project Schedule and updates.
Task 2 Detection Layout
This task will include providing support to detection designer(s), field Technician and/or the detection
Contractor to assist in intersection detection zone placement and configuration for the project. The
detection design is assumed to have been provided by Western Systems, Inc. The Consultant will
support the design task for detection.
If field changes are made to the detection design, a description of these changes will be provided to
Western Systems, Inc./City of Renton in as-built information. A report describing any detection
recommendations for the future will be included as part of this task and delivered with close out
documentation.
Deliverables (PDF format):
x Detection report identifying the detection as-built information.
x Schematic drawing(s), screen images and/or photos to identify the detection zones.
Task 3 Concept of Operations Coordination
The Consultant will set up a brief teleconference to include the City of Renton and the Western Systems
Project Manager. The Con Ops will help to guide the pathway for the traffic management decisions and
is an important step in the kick-off to discuss traffic management goals.
Deliverables (PDF format):
x Agenda for meeting(s).
x Minutes of the key points of the meeting.
y,//d
Task 4 SCS Configuration
This task includes the Consultant coordinating of the expansion licensing for the City of Renton and to
be completed by Western Systems, Inc. The Consultant will provide the data changes for the additional
15 intersections of the project.
Task 5 Node Architecture and UTC/SCOOT Database
VPN access for the consultant is required for this task. Existing TACTICS timing, phasing and other
parameters will be acquired for the SCOOT operational programming in the UTC and SCOOT
databases. TACTICS phase bank 4 and the TACTICS SCOOT module will be configured for the
intersections in the project. The node architecture will be configured with consideration for future
expansion.
Deliverables:
x Data will be loaded into the UTC/SCOOT and TACTICS databases remotely using VPN access.
x Spreadsheet of UTC and SCOOT traffic model parameters for preliminary programming
(working copy in PDF format) will be available in draft form (PDF format).
x Node Architecture Schematic will be available in draft form (PDF format).
Task 6 Preliminary System Operation & System Diagnostics
Each of the intersections will be brought online with SCOOT operation for diagnostics. The purpose of
this task is to conduct basic detection, communication and systems diagnostics, and where issues
exist, coordinate for support with City of Renton crew as necessary.
Task Assumptions:
x The City of Renton crew available for on-call, site support.
Task 7 Calibration and Validation of SCOOT Model
Following the diagnostics task and associated revisions, the field calibration activities will begin. In
this task, adjustments are made at individual intersections based upon field observations so that the
model more reasonably reflects the real-world conditions. These observations are made during the
AM, midday and PM peak periods. After observing that the SCOOT model optimizer (split, offset, and
cycle) outcomes are reasonable and consistent with observed traffic conditions, the model will be
considered Validated at the intersection level.
Deliverables (PDF format):
x The Consultant will make revisions to the UTC and SCOOT databases.
x Updated working copy of the UTC and SCOOT spreadsheets will be available (PDF format).
Task Assumptions:
x The City of Renton crew is available via on-call, site support.
y,//d
Task 8 Fine Tuning
After the SCOOT traffic model has been Validated on an intersection basis, the fine-tuning task will be
undertaken. In this task, groups of SCOOT intersections are brought online together for observations
of platoon progression and adjustments are made to the system parameters. Particular attention is
given to adjustments in the program that provide for improved progression via optimal bandwidth,
offsets, congestion settings and other parameters.
Deliverables:
x The Consultant will make revisions to the UTC and SCOOT databases.
x Updated working copy of the UTC and SCOOT spreadsheets will be available (PDF format).
Task 9 Schedules, CASTS, and Region Settings
The Consultant will create Schedules (Timetables) to implement various timing, stage (phasing)
and traffic engineering strategies, CASTS for the SCOOT program to implement these strategies,
and Regional coding for the groups of signals as defined in the Con Ops and through City of
Renton coordination.
Deliverables:
x Schedule (Timetable) in SCOOT database for Saturday, Sunday and weekdays plus Holidays.
x CASTS in the SCOOT database to provide traffic operations.
x UTC and SCOOT updates in database for the regions within the system.
Task 10 System Inspection Support
This task will be scheduled by the Consultant and will be completed by the City of Renton.
Task 11 30-Day System Monitoring
Each of the intersections within the project will be monitored for a 30-day period after the full project
is completed (assumed date of 31-December-2020). Diagnostics, if necessary, will be completed and
changes made as are necessary from the findings. This task may entail the support of others if an issue
is related to communication, detection or other non-SCOOT issue.
Deliverables:
x Final revised UTC/SCOOT spreadsheet. (PDF format).
Assumptions:
x Support from others may be necessary depending upon correction that is needed.
Task 12 Project Close
The Consultant will compile a report memo to document the project. This report memo will include
observations of the system performance, recommendations for future detection changes and
potential programming variables that could be explored for improving operations.
Deliverables (PDF format):
x Project report memo.
x Final schematic of the Node Architecture.
y,//d
x Final Spreadsheet of UTC settings in Excel and PDF format.
x Final Spreadsheet of SCOOT model field parameters in Excel and PDF format.
Note Regarding Schedule
The project schedule assumes that this scope of the project will be completed by December 31, 2020;
however, the overall completion date of this Agreement will be set to December 31, 2021 to account for
COVID situations.
Time is material consideration in the performance of all work by the Consultant under this Agreement. The
Consultant shall complete its work and services within its control to meet the agreed upon schedule. The
Consultant shall provide to the Agency monthly updates to the project schedule that identify tasks and
deliverables that require time extensions due to reasonable and/or unforeseen circumstances. The Agency
shall not unreasonably withhold written acceptance of the time extensions.
y,//d
Rev #
EXHIBIT B
Flora Lee Phone: (425) 430-7303 Contact:
Phone:
Fax:
Email:
Qty
1.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
8.00
$7,616.01
Subtotal
Shipping
Tax
Grand Total
0000000000 30-Day System Monitoring $228.48 $1,827.84
0000000000 Project Close Out $152.32 $1,218.56
0000000000 Schedule CASTS and Region Setting $609.28 $4,874.25
0000000000 System Inspection Support $228.48 $1,827.84
0000000000 Calibration and Validation of SCOOT Model $1,218.56 $9,748.49
0000000000 Fine Tuning $990.08 $7,920.65
SCS Configuration $761.60 $6,092.81
0000000000 Node Architecture and UTC/SCOOT Database $1,218.56 $9,748.49
0000000000 Concept of Operations Coordination $609.28 $4,874.25
0000000000 Preliminary Sysetm Operation and System Diagnostics $913.92 $7,311.37
0000000000
0000000000 Project Management Support $152.32 $1,218.56
0000000000 Detection Layout $533.12 $4,264.97
Material Lead Time:$2,165.63
See General Conditions below for exceptions and
changes to freight and lead time policies $84,749.96
Terms:Net 30 $82,584.33
Freight Terms:FOB DstFrt PP&ADD $0.00
Part #Description Unit Price Ext. Price
4740050400 SOFTWARE SCOOT ADAPTIVE SYSTEM (10
INTERSECTIONS)$21,656.25 $21,656.25
Address:kantrim@westernsystems-inc.com
City/State:Renton, WA *This order is subject to the terms & conditions
Contact:Kai Antrim
Company:City of Renton 425-530-9017
Email:flee@rentonwa.gov (425) 438-1585
Project Agency:
SCOOT Add-On - 8 Intersections on Rainier Corridor City of Renton
Prepared For:To place an order:
Quotation
1122 Industry Street, Bldg. B, Everett, WA 98203
Phone: (425) 438-1133 | Fax: (425) 438-1585 Date Quote #
09/10/20 Q-03484
1 of 3
On-Site Services: On-site services such as signal or video system turn-on support shall be scheduled three weeks in advance. If
services need to be cancelled or postponed, any non-reimbursable travel expenses will be billed to purchaser. This quotation does not
provide nor imply any on-site support services unless mentioned specifically herein. If on-site support services are required, and not
included as part of this proposed scope of work, please contact Western Systems for a revised quotation.
Warranty: Standard one-year warranty on material goods manufactured or supplied by Western Systems from the date of
manufacturers factory shipment, unless superseded by an additional manufacturer’s warranty, provided such goods are maintained
and operated in accordance with manufacturers standard method of operation. For additional information on Western Systems
warranty, please send an email to info@westernsystems-inc.com.
Return and Restocking Policy: Western Systems will be the sole source in determining whether any item is eligible for return. To be
eligible the item(s) must be standard product models, new and unused, in the original packaging, and invoiced within the last 90 days.
Restocking fees are applied to all returns and can vary between 20-50% based on annual sales activity. In no case will Western
Systems be obligated to take returns for materials, including items that are obsolete, custom orders, or past the 90-day invoice period.
Western Systems imposes a surcharge of 2% on the transaction amounts when paying with a Visa or MasterCard. We are unable to
accept other credit cards for payment options. All prices are quotes in USD funds.
Non-Payment Penalties: If payment has not been received within terms, the purchaser will be considered in default. Western Systems
will be entitled, without prejudice to our other rights, without serving notice of default, to charge the purchaser for all costs incurred
such as administration, storage, legal advice etc. The unpaid portion of any amount due to Western Systems will bear interest at the
rate of 1.5% per month simple interest. Western Systems reserves the right to hold goods until customer balances their account.
Western Systems will not be subject to any project retainage of any kind. Material purchases are due and payable upon receipt.
Unpaid balances will be subject to Non-Payment Penalties.
Collections: Upon Buyer default of these terms, Western Systems may, in addition to any other rights or remedies at contract or law,
declare the entire balance of Buyer’s account immediately due and payable. If unpaid balance is referred for collections, Buyer agrees
to pay Western Systems, to the extent permitted by law, reasonable attorney fees in addition to all damages otherwise available, plus
any court costs or expenses incurred by Western Systems, plus any finance charges accrued on any unpaid balance owed by
Purchaser.
Deferment or Cancellation Policy: Order deferment or cancellation once materials have been released will be subject to cancellation
and/or restocking fees.
Documentation: Any operational documentation supplied as a part of this quotation remains the property of Western Systems and may
not be copied, reproduced, transmitted or communicated to 3rd parties without the express written consent of Western Systems.
TERMS AND CONDITIONS
Purchase Order: All purchases require a formal purchase order. Emails or verbal communication does not constitute an acceptable
purchase order.
Material lead time date is based after the release of the order. During the Covid-19 outbreak, Western Systems lead time dates will be
estimates based on our best information available.
Clarification on Shipping During Covid-19; FOB Destination and FOB Destination, Prepay & Add terms as quoted imply that the
customer will be available to receive material deliveries. Any repeated delivery attempts, trucking reroutes, en-route cancellations or
product factory returns which incur additional shiping costs shall be billed to the customer will be passed onto the purchaser.
Taxes/Fees: Unless current resale certificate is on file with Western Systems, purchaser shall be responsible for all tariffs, duties,
sales or use taxes in addition to the quoted prices herein. Any taxes listed are estimated totals and should be verified against local
requirements.
Payment Terms are based on approval of credit.
GENERAL CONDITIONS OF SALE
All information contained within this quote is valid for 30 days from the date of the quotation. Thereafter, all prices and applicable
charges are subject to change. The acceptance of this quotation implies the acceptance of the following terms and conditions which
cannot be varied or waived except by express written authorization by a Western Systems representative. These terms govern the sale
of goods and services supplied by Western Systems. Differing terms from Buyer in any purchase order or written communication shall
not be binding on Western Systems.
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Delivery Inspection: All materials deliveries must be inspected upon receipt from freight carrier. Any freight damages must be reported
to the carrier at the time of receipt of goods. Any materials shortages or inaccuracies in shipment must be reported to Western
Systems within ten days receipt of goods. Thereafter, any discrepancies will be considered incidental and the responsibility of the
receiver.
Force Majeure: Western Systems, Inc. shall in no event be responsible for delays in performance due to actions beyond its reasonable
control including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war, civil disturbance or carrier
delays. Western Systems, Inc. accepts no liability for errors or omissions or the accuracy or the completeness of this quotation. It has
been prepared to the best of our knowledge per plans, specifications, documentation and communications provided but we do not
guarantee these to be accurate or of the latest revision. Determination of accuracy of this quotation and final quantities are the sole
responsibility of recipient. Western Systems, Inc. shall in no event be liable for any special, consequential, incidental or liquidated
damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of
goodwill), regardless of whether seller (a) has been informed of the possibility of such damages or (b) is negligent.
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