sponsorship agreement - mydocs - publically...

GEORGIA DEPARTMENT OF TRANSPORTATIONGENERAL SERVICES AGREEMENT

Project Description of Work:

COMPREHENSIVE MAINTENANCE OF NAVIGATOR ITS DEVICES

Firm Name and Address:

Serco Inc.1818 Library Street, Suite 1000Reston, Virginia 20190

Federal Identification No. 22-2902286

Firm Contact Person:

Name: David CornellPhone: 703-939-6671Fax: 703-939-6001Cell: 703-581-7837E-mail: [email protected]

P.I. Number:

Contract ID: PSOTOCMC150344

Contract Execution Date:

Contract Amount:Minimum $50,000.00Maximum $75,000,000.00

Contract Completion Date:

15% DBE Participation Goal

GDOT Project Manager:

Office: Office of Traffic OperationsName: Keith MurphyPhone: 404-635-2849E-mail: [email protected]

Specialist Procurement Project Manager:

Office: Office of ProcurementName: Kip MarshallPhone: 404-631-1549E-mail: [email protected]

PSOTOCMC150344 of 89

mailto:[email protected]



TABLE OF CONTENTS

General Services Agreement

Exhibit A General Conditions

Exhibit B Scope of Services

Exhibit C Cost Proposal

Exhibit D Critical Devices for CMS, CCTV and HUB

Exhibit E Clarifications to Scope

Appendix A Certification of Department of Transportation

Appendix B Certification of Consultant

Appendix C Certification of Consultant Drug Free Workplace

Appendix D Certification Regarding Debarment, Suspension and Other Responsibility Matters

Appendix E Certification of Lower Tier Consultant Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion

Appendix F Prime Consultant’s Work Authorization Certification

Appendix G Disadvantaged Business Enterprise (DBE) Participation

Appendix H Consultant Certification for Prompt Payment of Sub-Consultants

Appendix I Georgia Security and Immigration Compliance Act Affidavit

Appendix J Required Contract Provisions for Federal-Aid Construction Contracts


STATE OF GEORGIADEPARTMENT OF TRANSPORTATION

GENERAL SERVICES AGREEMENT

This Agreement, dated as of _________________, 2015, (“Agreement”) is entered into by and between The Georgia Department of Transportation, One Georgia Center, 600 West Peachtree Street, NW, Atlanta, GA 30308, (“Department or GDOT”) and Serco Inc., a New Jersey corporation, with its principal place of business at 1818 Library Street, Suite 1000, Reston, Virginia 20190, on behalf of itself, its subsidiaries and affiliates, (“Consultant”) and as may be further hereinafter referred to as the “Party” or “Parties”.

RECITALS

WHEREAS, the Department desires to engage a qualified and experienced firm to provide comprehensive maintenance of NaviGAtor intelligent transportation systems (ITS) devices; and

WHEREAS, the Consultant represented to the Department through its response to Request for Qualified Contractors 484-070814 and Invitation to Bid 484-101416ITB that it is experienced and qualified to provide those services and the Department has deemed the Consultant acceptable.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, it is agreed by and between the Department and the Consultant that:

1. GENERAL CONDITIONS

The Consultant shall provide services according to the General Conditions as delineated in Exhibit A - General Conditions attached hereto and incorporated by reference herein.

GDOT shall assign a contract identification number (“Contract ID”), PSOTOCMC150344, to this Agreement simultaneously with the execution of same. The Contract ID will be a unique number and must be used by the Consultant when referring to this Agreement.

2. TERM

The Consultant shall not begin any work under the terms of this Agreement until authorized by GDOT. All work under this Agreement shall be completed within five (5) years of the date written above. Time is of the essence in this Agreement and the Consultant shall perform its responsibilities for the Project in accordance with assignments made by GDOT project manager.

3. SCOPE AND PROCEDURES

The Consultant shall provide for: 1. Replacement of non-operable and outdated ITS devices2. Ongoing comprehensive maintenance of NaviGAtor ITS devices 3. Optional and Emergency Services4. Additional Services as may be requested by the Department over the term of the contract in accordance with the

specifications herein and in accordance with RFQC 484-070814 and ITB 484-101416ITB and the Consultant’s Statement of Qualifications and Proposal, which are incorporated herein by reference.

The work to be performed by the Consultant under this Agreement shall encompass and include all project management, replacement of non-operable and outdated devices, routine maintenance (including monthly performance requirements), optional services, and additional services, and will include all materials, equipment, and supplies necessary to provide the services to GDOT within the Term of Agreement specified herein. Each task order shall be negotiated between the parties for work to be performed but not pricing for all line items included in Exhibit C and shall include, but not be limited to a general description of the project with the specifics of work to be accomplished being defined and listed in Exhibit B – Scope of Services.

Each task order shall be assigned one or more specific GDOT project identification numbers which shall be used by the Consultant in all project documents, including requests for payment. No Payments for work by the Consultant under this Agreement will be made which are not authorized by GDOT. The cost of such services authorized by GDOT shall be paid for in accordance with Exhibit A – General Conditions attached hereto and incorporated by reference herein.PSOTOCMC150344 of 89

The terms of the project task order shall not be modified without written approval from GDOT and the Consultant. Any work performed outside of the terms and conditions of the project task order or before work is authorized by GDOT will not be considered for payment.

A. Specific Requirements

Further it is understood by the parties that no management support services shall be included in a task order unless the support responsibilities are within the scope of the originally executed Agreement. Management support services shall not include any activities that are inherently a governmental function, including but not limited to approving contractual documents, administering contracts, and the collection, control or disbursement of public funds including the examination of routine vouchers and invoices. All management support services that will be performed by the Consultant shall be included within the Agreement and reiterated in the task order where applicable. Any management support services that were not included within the original Agreement but subsequently become necessary for maintenance services shall be included in a Supplemental Agreement. Any management support services that are not included within the Agreement but subsequently become necessary or for optional emergency services shall be included in a task order.

B. Frequency

Because this is an Indefinite Delivery, Indefinite Quantity (IDIQ) Contract, there is no set frequency for the desired services. The Consultant(s) shall perform the required services upon issuance of a task order. GDOT will order from the Consultant the services specified in the Agreement that are required to be purchased by GDOT’s activity or activities. GDOT is not required to purchase from the Consultant, in excess of the minimum contract amount specified under the Agreement. If GDOT urgently requires delivery of any performance of service before the earliest date that performance may be specified under the Agreement, and if the Consultant will not accept an order providing for the accelerated performance, GDOT may acquire the urgently required service(s) from another source.

C. Ordering

1. Any services to be furnished under the Agreement shall be ordered by issuance of task orders as indicated under Ordering Protocol. Such orders may be issued upon execution of the Agreement and throughout the stated performance period. The project to be serviced shall be identified in the specific task order.

2. All task orders are subject to the terms and conditions of the Agreement. 3. Orders will be issued by electronic commerce methods (e-mail) with original contract documents following

electronic commerce delivery. Task orders issued by e-mail, are considered “issued” when the e-mail is sent.

D. Ordering Protocol

GDOT Project Manager will initiate the ordering of a task by submitting a purchase requisition to the appropriate procurement administrator. Procurement will complete the ordering process and issue the task order once it is executed.

E. Work and Receipt of Task Orders

Upon issuance of a Notice to Proceed (NTP) for a task order, the Consultant shall perform the services described in the task order for the indicated project. The Consultant is required to commence performance for a specific task order within seven (7) business days of NTP for each task order. The Consultant will be allowed a performance period stated in the task order to complete the work required by the individual task orders.

4. SUB-CONSULTANTS (1st Tier)

The Consultant shall have the right to enter into contract with the necessary qualified sub-consultant firms or vendors, if applicable, to perform the work described in the attached Scope of Services or supply the necessary materials, supplies, staff, or equipment. For this Agreement, the Consultant’s sub-consultants’ firms shall be:

World Fiber Technologies, Inc. Installation and MaintenanceBrooks Berry Haynie Installation and MaintenanceCarlson Construction Services Installation and Maintenance


ARCADIS Engineering and Integration Services, Design Support, Expert System Diagnosis and Analysis

URS (recently acquired by AECOM) Engineering and Integration Services, Design Support, Expert System Diagnosis and Analysis, Environmental

Southeastern Engineering, Inc. Surveying, EnvironmentalByers Engineering Geo-locating, field verification,

GIS software database development, software delivery and training

Vaisala RWIS Installation and MaintenanceMartin Robbins Fence Co. Guardrail and Fence InstallationAAA Signs and Safety Products, Inc. Lane Closure and Work Zone ControlSunbelt Structures, Inc Concrete Median/Barrier InstallationImaginative Services Group, LLC Structural Inspection and EvaluationAce Tree Surgery Vegetation/Tree Removal

Apart from the sub-consultants identified above, the Department will allow the Consultant to add necessary and qualified sub-consultants to the project to fulfill specific needs on a case-by-case basis. The Consultant must obtain approval from the Department prior to any new sub-consultants’ performance on this Agreement. All sub-contracts shall contain all applicable provisions of this Agreement. The Consultant shall not be required to seek Departmental approval for 2nd tier sub-contractors, hereinafter defined as those companies that sub-contract to the list of sub-contractors shown above or any other additions to this list that are approved in writing by the Department. It is understood that no company may be considered a 2nd tier sub-contractor that performs services requiring a GDOT pre-qualification or certification. Additionally, it is understood by the Parties that all sub-contractors, whether 1st tier or 2nd tier, are responsible to the Consultant for their activity, conduct and compliance with this Agreement.

It is understood by the parties to this Agreement that the Work of the Consultant is considered personal by the Department. The Consultant agrees not to assign, sublet or transfer any or all of its interest in this Agreement without prior written approval of the Department. The Department reserves the right to review all sub-contracts prepared in connection with the Agreement, and the Consultant agrees that it shall submit to the Department, upon request, proposed sub-contract documents together with sub-consultant cost estimates for the review and written concurrence of the Department in advance of their execution.

Prompt Payment:

Prime Consultants shall pay their sub-consultants for satisfactory performance of their contracts no later than ten (10) calendar days from receipt of payment made to them by GDOT. Any delay or postponement of payment among the parties may take place only for a good cause. If the Prime Consultant is found to be in noncompliance with these provisions, it may constitute a breach of contract and further payments of any work performed may be withheld until corrective action is taken by the Prime Consultant. If the corrective action is not taken, it may result in the termination of the contract.

5. COMPENSATION AND PAYMENT

This is an Indefinite Delivery, Indefinite Quantity Contract. The minimum amount that may be assigned to all project task orders under the terms of this Agreement is fifty thousand dollars ($50,000.00). The maximum amount that may be assigned to all project task orders under the terms of this Agreement is seventy-five million dollars ($75,000,000.00). The compensation to the Consultant shall be subject to the terms and conditions stated herein.

A. COMPENSATION

For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement, the Consultant shall be paid for each project task order in accordance with the unit pricing and daily cost per device indicated in Exhibit C – Cost Proposal. The unit pricing and daily cost per device for each project task order shall encompass the full compensation due the Consultant, including all incidental items such as, but not specifically limited to, vehicle lease, vehicle expenses, and radio or cell phone costs. The Parties have mutually agreed these rates to be a fair and reasonable price for the work. These rates shall be applied to the actual services provided. The firm, fixed price amount for each project task order shall not be exceeded unless the


Department determines that there is a substantial change in scope, character, or complexity of the service from those originally identified for the project task order.

B. PAYMENT

The Consultant shall be paid by GDOT for completed work and services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, and equipment necessary to complete the work specified in EXHIBIT B - SCOPE OF SERVICES. The Consultant shall conform to all applicable portions of 48 CFR Part 31. Payment to the Consultant will be made upon receipt and approval of invoices submitted as specified.

The Consultant shall submit invoices through the Department’s electronic invoicing system. Submission shall include inputting all necessary invoice data monthly for the Consultant and all sub-consultants for the Project which will include an accompanying project progress report, in a format acceptable to GDOT, which will outline in written and graphic form, the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated.

1. Payment for Replacement of Non-Operable and Outdated Devices

Payments for the replacement of non-operable and out-dated devices shall be made based on the actual work completed, accepted, and substantiated by progress reports. Such progress reports will be checked by the Department, and payment will be made in accordance with the partial payment criteria of the special provisions with the exception that the Department shall not withhold the normal “withholds” pending final project completion.

2. Payment for Routine Maintenance

Payment for Operational and Non-Operational Devices – Both Parties agree to utilize the definitions listed in Exhibit B – Scope of Services, paragraph I, Definitions, subsection 2, Definitions for Operational and Non-Operational Devices, for determining whether devices are operational or non-operational. For payment purposes, considering devices for which the Department is responsible, and for those which may be downstream from hubs, the Department shall consider devices which are operational prior to the device/hub becoming non-operational, as operational for payment considerations until the first day that the device/hub becomes operational. Likewise, all devices which are non-operational prior to device/hub becoming non-operational shall continue to be considered non-operational for payment considerations until the first day that the device is returned to operational status. The count of days for determination of non-performance deductions for non-operational devices that are down-stream of a non-operational device/hub shall be suspended while the associated device/hub is non–operational. Non-performance deductions will apply in accordance with the pre-established schedule for non-operational devices/hubs.

Upon the first day that the non-operational device/hub becomes operational, previously operational and non-operational devices shall be subject to the same operational requirements and associated payment considerations. These provisions also apply to situations where the Consultant may be dependent on the Department to provide access or information to allow the Consultant to return devices to an operational status. In these instances, the Consultant shall not be penalized due to Department delays.The following conditions will not impact a device’s operational status and are considered beyond the Consultants control and shall apply globally to all devices:

a. If a failure is deemed to be the result of an issue on the Department side of the demarcation point and such demarcation point for each category is described in Exhibit B – Scope of Services, paragraph I, Definitions, subsection 2, Definitions for Operational and Non-Operational Devices, for determining whether devices are operational or non-operational.

b. If a hub is deemed “non-operational”. c. If a power outage occurs beyond the point of service.

For purposes of accounting for the pay-for-performance requirements of the contract, and in the event a device is impacted by one or more of the above conditions, the device shall be accounted for as if it remains in the prior state (operational or non-operational) to one of the above conditions occurring. Devices will be paid for until the above condition(s) are returned to a normal state of operation. Upon the


return to service of the conditions above, all devices will be re-accounted for Pay-for-Performance purposes.

Additionally, in the event that one of the above conditions occurs, the count of days for determining liquidated damages shall be suspended until the above condition is returned to an operational condition.

Payment calculation table is as defined in Exhibit B, Scope of Services, Section F, Performance Requirements.

i. Payment for Routine Maintenance During Replacement of Non-Operable and Outdated Devices

The Department will issue a task order for the replacement of non-operable and outdated devices and a task order for routine maintenance. During the replacement period, the Department will pay the routine maintenance payments during the period from the notice to proceed through the termination date of the task order for the replacement of non-operable and outdated devices by calculating the total number of working devices daily in each category and paying for each actual working device in accordance with the rates established for achieving the minimum performance levels. Devices subject to replacement will be added in to the maintenance payment procedures as accepted by GDOT.

ii. Payment for Routine Maintenance After Replacement of Non-Operable and Outdated DevicesThe Department will pay for routine maintenance after the replacement period by utilizing the following formula for each device category:Number of Operational Devices/Total Number of Devices = % UptimeThe Department will pay the applicable base payment rates in accordance with the Performance Requirements table above and will pay incentives and will assess non-performance deductions as applicable and appropriate.

iii. Transfer of Spare Parts for Routine MaintenanceThe Department will transfer to the Consultant throughout the term of the Contract, all spare parts procured and removed from The System, derived from the Department’s construction contracts. The Consultant will utilize these spare parts, at their discretion, for use in providing Maintenance Services.

3. Payment for Optional and Emergency Services

Payments for Optional and Emergency services shall be made based on the actual work completed and accepted and substantiated by progress reports. Such progress reports will be checked by the Department and payment will be made in accordance with the partial payment criteria of the special provisions, or as otherwise spelled out in the task order, with the exception that the Department will not withhold the normal “withholds” pending final project completion. Items which are replaced and which are listed in Exhibit C shall be paid in accordance with the Consultant’s bid amount for device purchase and installation. Any items or devices which are required and which are not listed in Exhibit C shall be negotiated between the Department and Consultant and the basis for payment shall be a firm fixed price as negotiated.

4. Payment for Additional Services

Payments for additional services shall be made in accordance with the specific work assigned as clearly spelled out and in accordance with the prices negotiated in the task order. These services would only be necessary in the event that there are repair or replacement items which were not originally covered by this Agreement but for which the Department reserves the right to utilize this Agreement as the vehicle by which to install or repair so long as the services and/or devices to be installed or repaired make or comprise a portion or function of the ITS system maintained under this Agreement.


C. PAYMENT PROCESS

Upon the basis of its review of such invoices and progress reports, the Department will make payment to the Consultant as the work progresses but not more often than once a month. Should the work begin within any one month, the first invoice shall cover the partial period from the beginning date of the work through the last date of the month in which it began. The invoices shall be numbered consecutively. Payment will be made in the amount of sums earned less previous payments. Invoices and resulting payments to the Consultant shall correspond to the progress of work achieved for the project. The Department will be entitled at all times to be advised at its request as to the status of work being done by the Consultant and the details thereof. Invoices shall be submitted to:

Keith MurphyState ITS EngineerOffice of Traffic OperationsGeorgia Department of Transportation935 East Confederate Avenue Atlanta, Georgia 30316

Payments shall be made to the Consultant within thirty (30) calendar days of receipt of an approved, itemized invoice and all supporting documentation, so long as the Consultant is in compliance with the terms of the Agreement. Payment for any part of the work by GDOT shall not constitute a waiver by GDOT of any remedies of any type it may have against the Consultant for any breach of this Agreement by the Consultant, or for failure of the Consultant to perform work required of it by GDOT and as set forth in the Agreement. Should the work under this Agreement be terminated by the Department, pursuant to the provisions of EXHIBIT A – GENERAL CONDITIONS, SECTION 17 – AGREEMENT TERMINATION, the Consultant shall be paid based upon the percentage of work satisfactorily completed at the point of termination.

D. FINAL PAYMENT

Upon completion, delivery and acceptance of all work contemplated under each task order of this Agreement, including the replacement and maintenance of devices as well as the receipt of reports, notes, electronic data, and other related documents which may be furnished by the Consultant, the Consultant shall submit only one final invoice statement for the balance of the earned compensation. At such time, payment of 100% of the amounts earned, less the total of all previous payments, shall be paid by the Department to the Consultant.

The Consultant agrees that acceptance of this final payment for each task order under this Agreement shall be in full and final settlement of all claims arising against the Department for work done, materials furnished, costs incurred, or otherwise arising out of this Agreement and shall release the Department from any and all further claims of whatever nature, whether known or unknown, for and on account of said Agreement, and for any and all work done, and labor and materials furnished, in connection with same.

E. WITHHELD AMOUNTS

Except for issues arising from contract indemnification provisions, GDOT will have the right to retain out of any payment due the Consultant under this Agreement an amount agreed upon by the parties or finally determined by a court of competent jurisdiction sufficient to satisfy any amount due and owed GDOT by the Consultant. Subject to the provisions of the previous sentence, GDOT may withhold payment on any invoice in the event that the Consultant is terminated for in default under any provision of this Agreement as of the time of processing the invoice or as of the time payment is made on the invoice. This right to withhold will continue until such time as the default has been cured, and, upon cure, GDOT will have the right to retain an amount equal to the damages suffered as a result of the default.

F. PAYMENT BONDS

The Consultant shall provide payment bond within twenty (20) days of the execution of this Agreement covering one (1) year of the Agreement. A new bond for the subsequent year shall be provided by the Consultant within ten (10) days of the anniversary date of initial Agreement execution. The bonds shall be a duly executed Standard Payment


Bond payable to the State of Georgia in the amounts specified below and will be a guarantee for the faithful performance of and payment to vendors and sub-consultants providing products and/or services under the Agreement. The surety of the bond shall be a surety company approved to transact business in the State of Georgia. No Agreement shall be deemed to be in effect until such bonds have been approved by the State of Georgia.

Requirements for the bond amounts are as follows:

a. Replacement of non-operational and outdated devices task order - payment bond in the amount of 20% of the task order amount.

b. Maintenance task orders – payment bonds in the amount of twenty percent (20%) of the task order amount.

6. DISADVANTAGED BUSINESS ENTERPRISE INFORMATION

Information regarding Disadvantaged Business Enterprise (DBE) must be in accordance with Appendix G - DBE Participation (if applicable) and shall include the amounts authorized to each firm and their certification number. Failure to submit DBE-related information with the request for payment will result in the invoice being returned to the Consultant with no penalty to GDOT. A “Disadvantaged Business Enterprise” (DBE) is a small business concern, as defined pursuant to Section 3 of the Small Business Act.

7. INDEMNITY AND INSURANCE

A. Non-Professional Services Indemnity. To the extent of the contractual liability provisions of the Commercial General Liability Insurance policy required by subparagraph C2 below, the Consultant hereby agrees to indemnify and hold harmless the Department, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Agreement or any act or omission on the part of the Consultant, its agents, employees or others working at the direction of the Consultant or on its behalf, due to any negligent act, error, or omission of a professional in the performance of professional services that fails to meet the applicable professional standard of care, skill and ability as employed by others in their profession. This indemnification is binding upon the successors and assigns of the Consultant. This indemnification does not extend beyond the scope of this Agreement and the work undertaken thereunder. Nor does this indemnification extend to claims for losses or injuries or damages incurred directly by the Indemnitees due to the sole negligence or willful misconduct of any Indemnitee.

B. Certificate(s) of Insurance. The Consultant shall, prior to the commencement of work, procure the insurance coverage listed in subsection C below at the Consultant’s own expense and shall furnish the Department insurance certificate(s), on an ACORD or similar form, listing the Department as the certificate holder. The insurance certificate must provide the following:

1. Name and address of authorized agent.2. Name and address of insured.3. Name of insurance company(ies).4. Description of policies.5. Policy number(s).6. Policy period(s).7. Limits of liability.8. Name and address of Owner as certificate holder.9. Project name and number.10. Signature of authorized agent.11. Telephone number of authorized agent.12. Mandatory thirty (30) day notice of cancellation/non-renewal.13. Each certificate of insurance shall bear an endorsement as follows:

Insurer agrees that the coverage, as required by Georgia law, shall not be canceled, changed, allowed to lapse, or allowed to expire until thirty (30) calendar days ten (10) calendar days for nonpayment of premium) after written notice by United States Certified Mail, Return Receipt Requested, postage prepaid, or statutory overnight mail in accordance with Code Section 9-10-12, in an envelope addressed to the party to be notified. Each Insurer has been notified that under Georgia law, the requirement that the Attorney General of Georgia shall represent and


defend the Department and the Idemnitees remains in full force and effect and is not waived by issuance of any policy of insurance. In the event of litigation, any settlement on behalf of the Department and the indemnities must be expressly approved by the Attorney General.

Such Certificate(s) of Insurance, with required additional insured endorsements (as specified below), shall be submitted to:

Kip MarshallSpecial Procurement Project ManagerGeorgia Department of TransportationOffice of Transportation Services ProcurementOne Georgia Center, 19th Floor600 W. Peachtree Street, NWAtlanta, Georgia 30308

C. Required Insurance Coverages. From insurers rated at least A– by Best’s and registered to do business in the State of Georgia, the Consultant shall provide the following kinds of insurance in the minimum amount of coverage set forth below, to cover all loss and liability for damages on account of bodily injury, including death therefrom, and injury to or destruction of property caused by or arising from any and all operations carried on and any and all work performed by the Consultant under this Agreement:

1. Workers' Compensation and Employer's Liability . Statutory coverage shall be maintained for Worker’s Compensation as required by the laws of the State of Georgia.

2. Commercial General Liability Insurance . Commercial General Liability Insurance of at least $1,000,000 per occurrence $3,000,000 aggregate, including Automobile Comprehensive Liability Coverage with bodily injury in the minimum amount of $1,000,000 combined single limits each occurrence; to cover vehicles, owned, leased or rented by the Consultant. The Consultant shall require its sub-consultants to maintain Commercial General Liability insurance with business automobile liability coverage with companies and limits as stated above. GDOT shall be named as an additional insured and a copy of the policy endorsement shall be provided with the insurance certificate.

D. Insurance Premiums and Deductibles . The Consultant shall pay the insurance premiums and shall be responsible for payment of all deductibles and self-insured retention.

E. Maximum Deductible . No policies shall specify a deductible or self-insured retention of more than $250,000 per claim. If demanded in writing by the insurer and with the GDOT’s approval, the deductible limit may be increased to an amount not in excess of the limit established for Professionals under the usual deductible guidelines of the insurer, provided the Consultant meets the Department’s standard requirements for self-insurance.

F. Waiver of Subrogation . There is no waiver of subrogation rights by either party with respect to insurance.

G. Limitation of Liability . NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY HEREIN IN NO EVENT SHALL EITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, BE LIABLE TO THE OTHER PARTY, FOR ANY PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER SUFFERED BY THE OTHER PARTY AS A RESULT OF PERFORMANCE OR NONPERFORMANCE HEREUNDER, INCLUDING TASK ORDERS.

8. DISPUTES AND CLAIMS

All services will be performed by the Consultant to the satisfaction of GDOT. The parties shall attempt to resolve any dispute between the parties arising under or related to this Agreement informally, by mutual agreement of the Parties. Accordingly, if a dispute exists that cannot be so resolved; either Party shall notify the other Party in writing, to request escalation. Upon receipt of such notice an authorized executive of each Party shall meet, within fourteen (14) days of such notice or such time period as is practicable, to resolve the issue in person. Any such executive review meeting will include appropriate representatives of each Party which have the authority to resolve the dispute. If such meeting does not resolve the issue to the mutual satisfaction of the Parties, then either Party may continue with the Disputes and Claims process herein in accordance with Exhibit A – General Conditions.


9. AMENDMENTS AND MODIFICATIONS

Any modification of this Agreement shall be made pursuant to a written authorization which sets forth the reason for the change. In addition, modifications to this Agreement shall be in writing and signed by the Consultant and GDOT. GDOT and the Consultant shall execute extension of time, budget and scope in writing with the same formality as the execution of this original Agreement.

All changes to SOPs, QAQCs, and the Obsolescence Plan shall become effective with a mutual agreement, in writing, of the GDOT’s and Consultant’s Project Managers. Such changes to SOPs, QAQCs, and the Obsolescence Plan do not require the same formality as modifications of this Agreement.

10. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Parties hereby acknowledge that no express or implied representations, warranties, conditions or understandings, other than those set forth in this Agreement have been made by and between them.

11. TERMINATION

GDOT may terminate this Agreement for cause or without cause; in whole or in part, at any time the interest of GDOT requires such termination in accordance with Exhibit A - General Conditions.

12. NOTICES

Notices given pursuant to this Agreement shall be in writing and shall be to GDOT or Consultant by delivering them to the Party in person or by depositing it in the U.S. mail postage prepaid, addressed to the Parties as follows:

TO GDOT: TO CONSULTANT:

State ITS Engineer Manager of ContractsGeorgia Department of Transportation Serco Inc. Office of Traffic Operations 1818 Library Street, Suite 1000Atlanta, Georgia 30316 Reston, Virginia 20190

13. CONTRACTING OFFICER

As used in this Agreement, the term “Contracting Officer” means the Commissioner or his designee. The Contracting Officer is the only GDOT employee with the authority to enter into, administer, and/or terminate this Agreement and designated as such in writing to Consultant. The term includes any successor Contracting Officer.

14. ATTACHMENTS

The Parties acknowledge that the documents listed on page 2 of this Agreement are hereby incorporated into and made a part of this Agreement as though expressly written herein.

The Parties acknowledge that the RFQC,ITB, the Consultant’s Statement of Qualifications (SOQ), the Consultant’s Proposal, the Notice to Finalists, Addenda, and the Task Orders are hereby incorporated into and made a part of this Agreement as though expressly written herein. In the event of any conflict between the language in these documents, the following Order of Precedence shall prevail:

A. This Agreement.B. Task Orders.C. GDOT Standard Operating Procedures, Current Version included herein by referenceD. Emerging Technology Plan (Obsolescence Plan), Current Version included herein by referenceE. Addenda 5 to ITB.F. Addenda 4 to ITB.G. Addenda 3 to ITB.H. Addenda 2 to ITB.I. Addenda 1 to ITB.


J. Invitation to Bid.K. Consultant’s ITB Response.L. Consultant’s RFQC Statement of Qualifications.M. Notice of Results.N. Addenda 1 for RFQC.O. Request for Qualified Contractors.

15. GOVERNING LAW

A. This Agreement shall be deemed to have been executed in Fulton County, Georgia, and all questions of interpretation and construction shall be governed by the laws of the State of Georgia.

B. This Agreement shall be performed in accordance with Appendix J - Required Contract Provisions for Federal-Aid Construction Contracts for applicable construction services.

16. EFFECTIVE DATE

This Agreement is effective as of the date first written on the Notice to Proceed.

The covenants herein contained shall, except as otherwise provided, accrue to the benefit of and be binding upon the successors and assignees of the parties herein.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties herein and supersedes all previous agreements and understandings between the parties, whether oral or written, and no other agreements, understandings, or regulations between the parties not specifically referenced herein are applicable. This Agreement may be amended only by a written agreement signed by each of the parties.


IN WITNESS WHEREOF, the parties have hereunto set their seals the day and year above first written.

DEPARTMENT OF TRANSPORTATION: CONSULTANT:

_________ COMMISSIONER SERCO INC.

(SEAL) ___________________________________________Witness

ATTEST Signed, Sealed & Delivered

This ______ Day of _______________, 2015TREASURER in the presence of:

___________________________________________NOTARY PUBLIC

___________________________________________

I attest that the Corporate Seal attached to this document is in fact the seal of the Corporation and that the Officer of this Corporation executing this Document does in fact occupy the official position indicated and is duly authorized to execute such document on behalf of this Corporation.

ATTEST:

___________________________________________

FEIN:______________________________________


EXHIBIT A

GENERAL CONDITIONS

SECTION 1 – QUALITY ASSURANCE

The Consultant shall be required at all times to maintain a Quality Control/Quality Assurance Plan for all work performed under this Agreement, including work produced by sub-consultants. The Quality Control/Quality Assurance Plan shall be subject to review and acceptance by GDOT before it is implemented by the Consultant. GDOT reserves the right to inspect at any time all reports, data, and records pertaining to the Quality Assurance/Quality Control review processes in place for services provided under the Agreement. Failure to satisfactorily utilize the Quality Assurance/Quality Control Plan for services under this Agreement shall be grounds for termination.

Quality Control (QC) is defined as the operational activities put in place to control the quality of a product or service. These include such activities as providing clear decisions and directions, constant supervision by experienced individuals, immediate review of completed activities for accuracy and completeness, and accurate documentation of all decisions, assumptions, and recommendations. Quality control procedures, if followed, should ensure that the work is done correctly the first time.

Quality Assurance (QA) is defined as the certainty that products and services meet the requirements for quality. The objective of quality assurance is the continual improvement of the total delivery process to enhance quality, productivity, and customer satisfaction. Essentially, QA is what the project manager does to confirm that a QC program is effective and provides feedback upon which further development of the QC program can be made. When quality assurance is well-implemented, progressive improvement in terms of both reducing errors and omissions and increasing product usability and performance should be noted.

Quality Control Plan is defined as a comprehensive, well-defined, written set of procedures and activities aimed at delivering products that meet or exceed a customer's expectations, as expressed in contract documents and other published sources. A quality control plan will identify the organization or individuals responsible for quality control and the specific procedures used to ensure delivery of a quality product. A quality control plan will also detail quality assurance measures and the method of accountability and required documentation.

SECTION 2 – PROJECT MANAGEMENT

GDOT shall identify a Project Manager who shall act as and be GDOT’s representative between GDOT and the Consultant. The Consultant shall identify a Project Manager who shall act as and be the Consultant’s representative between GDOT and the Consultant. If replacements and/or additions are requested for the Consultant staff, the Consultant shall communicate the needed changes in writing to GDOT. Persons selected by the Consultant for replacement or addition shall possess comparable qualifications to those professionals identified in the Consultant project proposal. If the proposed replacement or addition is not acceptable to GDOT and the Consultant fails to provide an acceptable person, then the Consultant shall be considered in default and GDOT shall have the right to terminate this Agreement without liability.

SECTION 3 – RESERVED

SECTION 4 – RELATIONSHIP WITH OTHERS

The Consultant shall cooperate fully with GDOT and other consultants on related projects, as may be directed by GDOT. Such cooperation shall include attendance at meetings, discussions, and hearings, as may be requested by GDOT.

The Consultant is responsible for working with GDOT staff and monitoring GDOT websites for current and upcoming projects that may exist within, above or below the interstates within the project boundaries. GDOT will notify Consultant of any known projects within the project boundaries.

The Department will issue official Georgia Department of Transportation consultant/contractor identification cards for up to thirty-seven (37) consultant and subcontractor personnel. This will ensure technical personnel have an official form of identification for local and state law enforcement personnel, or GDOT District personnel, throughout the state while performing field work. The Consultant will work with local and state law enforcement personnel as necessary to address vandalism and theft of any Department owned equipment or infrastructure material, by way of example copper power wire.


The Consultant on this project shall cooperate with other Contractors working within or adjacent to the limits of this project to the extent that the work can be carried out to the best advantage of all concerned. The Department will facilitate coordination with other Contractors.

SECTION 5 – COST PRINCIPLES AND RECORDS RETENTION

The general cost principles and procedures for the negotiation and administration, and the determination of allowance of costs under this Agreement will be as set forth in the Code of Federal Regulations, Title 48, the Official Code of Georgia, and other pertinent Federal and State regulations, as applicable, with the understanding that if there is conflict between State regulations and Federal regulations then the more restrictive of the applicable regulations will govern.

The Consultant and any sub-consultants shall keep available for inspection and maintain all books, documents, papers, accounting records, and evidence pertaining to costs incurred on the Project and make available at all reasonable times to GDOT and any reviewing federal agencies, for a period of three years after receipt of final payment, with the following exception.

If any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three-year period, the cost records and accounts shall be retained until such litigation, claim or audit involving the records is completed. Records shall be made available upon request to GDOT at all times during the term of this Agreement. Copies of these documents and records will be furnished to GDOT upon request and may be audited by GDOT representatives.

SECTION 6 – RESERVED

SECTION 7 – PROJECT CLOSEOUT The Consultant agrees to cooperate with GDOT in conducting the necessary actions to close out the project when all the conditions for doing so are complete. At the completion of the project, GDOT shall send a Stop Work Notice to the Consultant. The Stop Work Notice states that the project is complete as of a specified date, all deliverables have been received or met, and no further charges should be posted to the project in the Consultant’s job cost ledger. When the Consultant receives the Stop Work Notice, Consultant must submit to the Project Manager, a final invoice, marked “Final” necessary to close out the project.

At contract close-out, any remaining inventory of new or unused materials will be sold to the Department. The price for the remaining inventory will be sold to the Department at the Consultant’s invoice price and will not include any additional stocking, shipping, or indirect fees. All equipment provided by the Department to the Consultant over the life of the contract shall be returned to the Department at no cost. The Consultant will demonstrate due diligence to ensure that the ending inventory has been depleted to that amount only necessary to provide continued Maintenance Services. To ensure this, the Consultant and the Department agree to a cap in the value of ending inventory to be sold to the Department at the cost of $100,000, except in the case of a Termination for Convenience in which GDOT will reimburse the Consultant the full price of the ending inventory.

SECTION 8 – COVENANTS AGAINST CONTINGENT FEES

The Consultant shall comply with the relevant requirements of all federal, state and local laws in effect as of the date hereof. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Department shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

SECTION 9 - ADDITIONAL REPRESENTATIONS AND WARRANTIES

The Consultant represents and warrants to GDOT that:

A. The Consultant is a duly organized corporation authorized to do business in the State of Georgia or, doing business through an enterprise that is authorized to do business in the State of Georgia;


B. The Consultant has authorized the execution, delivery, and performance of this Agreement;

C. The person signing this Agreement has been duly authorized by Consultant to execute and deliver same;

D. This Agreement is valid, enforceable, and legally binding obligation of the Consultant;

E. The Consultant has and will maintain and keep in full force and effect during the term of the Agreement all required licenses, certifications, and permits necessary to perform the Services; and

F. The Consultant will perform the Services in compliance with applicable federal, state, and local laws, regulations and ordinances as well as all pertinent codes of ethics and professional standards in effect as of the date hereof.

SECTION 10 – REVIEW OF WORK

Authorized representatives of the Department, Federal Highway Administration (FHWA) or other appropriate agencies, may at all reasonable times have access to review and inspect the Project activities and data collected under the terms of this Agreement and any amendments thereto. All books, documents, papers, records, reports, and computations, prepared by or for the Consultant under the terms of this Agreement, shall be available to authorized representatives of the Department and representatives of the Federal Highway Administration for inspection and review at all reasonable times in the General Offices of the Department or the office of the Consultant as determined by the Department.

SECTION 11 – AUTHORIZATION AND APPROVAL

Consultant shall not commence work under this Agreement until authorized by GDOT. Such authorization shall provide an effective date for the start of Consultant services.

Consultant shall complete all work as described in Exhibit B – Scope of Services in accordance with the project schedule approved by GDOT. The work shall be carried out expeditiously and in accordance with the Project Schedule. It is understood, however, that this Agreement may be extended or continued in force by mutual consent of the parties; however, such extension or continuance shall not be valid without a written Supplemental Agreement addressing such extension or continuance being written and approved by GDOT.

SECTION 12 – SUBSTANTIAL CHANGES

If, prior to the satisfactory completion of the services under this Agreement, the Consultant deems that the Department materially changed the scope, character, complexity or duration of the services from those required under the basic Agreement, the Consultant shall notify the Department in writing within two weeks of such change and request a Supplemental Agreement. Should the Consultant and GDOT fail to reach an agreement on a Supplemental Agreement with in thirty (30) days, the parties shall follow the process outlined in item 8 of the General Services Agreement, Disputes and Claims.

Upon approval by the Department, a Supplemental Agreement may be executed between the parties, it being acknowledged by the parties that the Department will make the final determination if a Supplemental Agreement is necessary. Such Supplemental Agreement must be initiated by GDOT.

It is acknowledged by the Department and the Consultant that minor changes in the proposal which do not involve increased compensation, extension of the term of the Agreement, or changes in the goals and objectives of the Project may be made by written notification of such change by either the Department or the Consultant with written approval by the other party through their respective Project Managers.

SECTION 13 – SUPPLEMENTAL AGREEMENTSAdjustments of compensation and contract time because of any major changes in the work that may be necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith.


SECTION 14 – TIME EXTENSIONS

The established completion time shall not be extended because of any delays attributable to the Consultant, but may be extended by GDOT in the event of a delay attributable to GDOT or because of unavoidable delays caused by Force Majeure or governmental actions or other conditions beyond the control of the Consultant.

It is the responsibility of the Consultant to ensure at all times that sufficient time remains in the Agreement within which to complete the services on the project. In the event there have been delays which would affect the project completion date, the Consultant will submit a written request to the Department which identifies the reason(s) for the delay, the amount of time related to each reason and specific indication as to whether or not the delays were concurrent with one another. The Department will review the request and make a determination as to granting all or part of the requested extension. If such request is approved, GDOT will enter into a Supplemental Agreement with the Consultant.

SECTION 15 – RESOLUTION OF CLAIMS

In the event GDOT receives a notice of claim for damages that may have been caused by the Consultant in the performance of services required by the Consultant under this Agreement, GDOT will immediately forward the claim to the Consultant. Upon notification, the Consultant and GDOT will evaluate the claim and report their findings to each other within seven (7) business days. GDOT and the Consultant will jointly discuss options in defending the claim. After reviewing the claim, GDOT will determine whether to require the participation of the Consultant in the defense of the claim or to require that the Consultant defend GDOT in such claim as described in this section or notify its insurer. GDOT’s failure to immediately notify the Consultant of a claim will not release the Consultant from any of the requirements of this section upon subsequent notification by GDOT to the Consultant of the claim.

SECTION 16 - MINORITY PARTICIPATION

The Consultant agrees that it will strive to subcontract the percent as shown on Appendix G - Disadvantaged Business Enterprise (DBE) Participation to one or more Disadvantaged Business Enterprises. A "Disadvantaged Business Enterprise" is a small business concern, as defined pursuant to Section 3 of the Small Business Act and implementing regulations, which is owned and controlled by one or more minorities or women. SECTION 17 – AGREEMENT TERMINATION

GDOT shall have the right to terminate the Agreement for unsatisfactory performance of Project services, for default by the Consultant, or for convenience.

A. For Unsatisfactory CONSULTANT Performance: If GDOT determines that the performance of the Consultant is not satisfactory, GDOT may notify the Consultant of the deficiency with the requirement that the deficiency be corrected within a specified time; but not in excess of fifteen (15) business days. Otherwise, the Agreement will be terminated in thirty (30) business days.

B. For Default on the Part of Consultant - If the services of the Consultant are terminated by GDOT for default on the part of the Consultant, the amount to be paid shall be determined by GDOT with consideration given to the actual costs incurred by the Consultant in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to GDOT at the time of termination, the cost to GDOT of employing another firm to redo or complete the work required and the time which may be required to do so, and other factors which affect the value of GDOT of the work performed at the time of termination.

C. For Convenience - If GDOT requires termination of the Agreement for reasons other than unsatisfactory performance or default of the Consultant, GDOT will notify the Consultant of such termination, with instructions as to the effective date of work stoppage or specify the state of work at which the Agreement is to be terminated.

GDOT reserves the right to cancel and terminate this Agreement in the event the Consultant or any employee or agent of the Consultant is convicted for any crime arising out of or in conjunction with any work being performed by the Consultant.


In the event of any early termination of this Agreement the Consultant shall be entitled to compensation, upon submission of invoices and proper proof of claim, for services provided under the Agreement to the Department up to and including the date of termination. The Department shall pay only those amounts, if any, due and owing to the Consultant for the services rendered up to the date specified in the notice of termination for which the Department is obligated to pay pursuant to the Agreement. This provision in no way limits the remedies available to the Department under the Agreement in the event of termination.

If the Agreement is terminated by GDOT for convenience prior to the full amortization of the Consultant’s fixed capital costs the Department shall pay the Consultant for the prorated amount (based on the total amount paid per task order to the Consultant as of the date of termination) of the remaining unpaid portion of the Consultant’s fixed costs. These costs will be determined through review of the source documents and are limited to $850,000 in amount and to the following expenses;

1. Consultant and Subcontractor Lease Agreements2. Consultant Bonding Fees (one year maximum)3. Consultant Maximo Annual Support Costs (one year maximum)

SECTION 18 – CHANGES IN CONSULTANT ORGANIZATION

The Consultant shall notify GDOT in writing within thirty (30) business days upon the Consultant taking any action to change its corporate structure, including voluntary or involuntary bankruptcy proceedings, company mergers, company acquisitions, changes in corporate names, changes in corporate officers, changes in corporate governing structure, and similar relevant information. Such notification shall identify how the change in corporate business structure will impact GDOT, and Consultant shall identify how these impacts to GDOT will be mitigated, which shall be concurred with by GDOT.

In the event of the death of any member, partner or officer of the Consultant or any of its supervisory personnel assigned to the Project, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by GDOT. This subsection shall not be a bar to renegotiating of the Agreement between the surviving members of the Consultant and GDOT, if GDOT so chooses.

SECTION 19 – OWNERSHIP OF DOCUMENTS

The Consultant agrees that all reports, studies, computations, computer files and other data, prepared by or for it for the project under the terms of this Agreement shall be delivered to, become and remain in the property of the Department upon termination or completion of the work. The Department shall have the right to use same without restriction or limitation. Any use of these documents by the Department on any project other than the project which is the subject of this Agreement shall be done without warranty by the Consultant.

SECTION 20 - PUBLICATION AND PUBLICITY

Articles, papers, bulletins, data, studies, statistics, interim or final reports, oral transmittals or any other materials reporting the plans, progress, analyses, results, or findings of work conducted under this Agreement shall not be presented publicly or published without prior written approval by the Department.

IT IS FURTHER AGREED that all releases of information, findings, and recommendations shall include a disclaimer provision and that all published reports shall include that disclaimer on the cover and title page in the following form:

"The contents of this publication reflect the views of the author(s), who is (are) responsible for the facts and accuracy of the data presented herein. The opinions, findings, and conclusions in this publication are those of the author(s) and do not necessarily reflect the official views or policies of those of the Department of Transportation, State of Georgia or the Federal Highway Administration. This publication does not constitute a standard, specification or regulation."

IT IS FURTHER AGREED that if any information concerning the Project, its conduct, results or data gathered or processed should be released by the Consultant without prior approval from the Department, the release of the same shall constitute grounds for termination of this Agreement without indemnity to the Consultant; but should any such information be released by the Department, or by the Consultant with such prior written approval, the same shall be regarded as public information and no longer subject to the restriction of this Agreement.


Provided, however, that should the release of such information be required under the Georgia Open Records Act, Section 50-18-70, et seq., O.C.G.A., the restrictions and penalties set forth herein shall not apply. Any request for information directed to the Consultant, pursuant to the Georgia Open Records Act, for documents that are either received or maintained by the Consultant in the performance of a service or function for or on behalf of the Department, including records of sub-consultants or sub-consultants shall be required to be released pursuant to provisions of the Act. Further, the Consultant agrees to consult with the Department prior to releasing the requested documents.

SECTION 21 - COPYRIGHTING

The Consultant and the Department agree that any papers, interim reports, forms, and other material which are a part of work under this Agreement are to be deemed a “work made for hire”, as such term is defined in the Copyright Laws of the United States. As a “work made for hire”, all copyright interests in said works will vest in the Department upon creation of the copyrightable work. If any papers, interim reports, forms, or other material which are a part of work under this Agreement are deemed by law not to be a “work made for hire”, any copyright interests of the Consultant are hereby assigned completely and solely to the Department. Publication rights to any works produced under this Agreement are reserved by the Department.

SECTION 22 – PATENT RIGHTS

If patentable discoveries or inventions should result from work described herein, all rights accruing from such discoveries or inventions will be the sole property of the Consultant. However, the Consultant agrees to and does hereby grant to the Department and Federal Highway Administration, an irrevocable, non-exclusive, non-transferable and royalty-free license to practice each invention in the manufacture, use and disposition according to law of any article or material and in use of any method that may be developed as a part of the work under this Agreement.

SECTION 23 – HEADINGS

Headings set forth herein are for the convenience of the parties only and are not a part of this Agreement.

SECTION 24 – SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be adversely affected.

SECTION 25 – COMPLIANCE WITH APPLICABLE LAW

The Consultant certifies that:

A. Provisions of O.C.G.A. § 45-10-20 through § 45-10-28 relating to Conflict of Interest and State employees and officials trading with the State have been complied with in full.

B. It complies with and shall require its sub-consultants to comply with the regulations for COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964, as amended, and 23 CFR 200 et seq. NOTICE TO CONSULTANTS COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 FOR FEDERAL-AID CONTRACTS

During the performance of this Contract, the Consultant, for itself, its assignees and successors in interest (hereinafter referred to as the “Consultant”), agrees as follows:

1. Compliance with Regulations: The Consultant will comply with the Regulations of the Department of Transportation relative to nondiscrimination in federally-assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the “Regulations”), which are herein incorporated by reference and made a part of the Contract.

2. Non-discrimination: The Consultant, with regard to the work performed by it during the contract shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when contract covers a program set forth in Appendix B of the Regulations.


3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations, either by competitive bidding or negotiations made by the Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the Consultant of the Consultant’s obligations under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, sex, or national origin.

4. Information and Reports: The Consultant will provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Georgia Department of Transportation or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the Georgia Department of Transportation, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information.

5. Sanctions for Non-compliance: In the event of the Consultant’s noncompliance with the nondiscrimination provisions of this Contract, the Georgia Department of Transportation shall impose such Contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to:

Withholding of payments to the Consultant under the Contract until the Consultant complies, and/or Cancellation, termination or suspension of the Contract, in whole or in part.

6. Incorporation of Provisions: The Consultant will include the provisions of paragraph (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant shall take such action with respect to any sub-consultant or procurement as the Georgia Department of Transportation or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interest of the United States.

C. Provision of O.C.G.A. § 13-10-91 of the Official Code of Georgia Annotated, relating to “Prime Consultant’s Work Authorization Certification” have been complied with in full, as stated in Appendix F – Prime Consultant’s Work Authorization Certification.

SECTION 26 – FORCE MAJEURE

Neither party to this Agreement will be liable to the other party for delays in performing the Scope of Services, or for the direct or indirect cost resulting from such delays, that may result from labor strikes, terrorist acts, riots, wars, acts of governmental authorities preventing performance, extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party.

Both parties agree that damage caused by lightning from non-extraordinary weather events and/or electrical surges are excluded as force majeure events. and also agree to the provisions in Exhibit B – Scope of Services, pertaining to optional services, including emergency repairs.

SECTION 27 – THIRD PARTY BENEFICIARY

The Consultant acknowledges, stipulates and agrees that the Department is a public department, agency, or commission of the executive branch of government of the State of Georgia performing an essential public and governmental function by means of the Agreement. The Consultant acknowledges, stipulates and agrees that there are no individual or personal third party beneficiaries of this Agreement.

SECTION 28 – DRUG-FREE WORKPLACE

A. If Consultant is an individual he or she hereby certifies that he or she will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of this Agreement.


B. If Consultant is an entity other than an individual, it hereby certifies that:

1. A drug-free workplace will be provided for the Consultant's employees during the performance of this Agreement; and

2. It will secure from any sub-consultant hired to work in a drug-free workplace the following written certification: "As a part of the subcontracting agreement with (Consultant's name, sub-consultant's name) certifies to the Consultant that a drug-free workplace will be provided for the sub-consultants employees during the performance of this Agreement pursuant to Paragraph 7 of subsection B of O.C.G.A. § 50-24-3.

C. Consultant may be suspended, terminated, or debarred if it is determined that:

1. The Consultant has made false certification hereinabove; or

2. The Consultant has violated such certification by failure to carry out the requirements of O.C.G.A. 50-24-3.

D. The Consultant agrees to comply with the provisions of O.C.G.A. §50-24-1 through §50-24-6, relating to the "Drug-Free Workplace Act" have been complied with in full, Appendix D – Drug-Free Workplace Certification.

SECTION 29 – SAFETY PROTECTION OF PERSON AND GENERAL PUBLIC

The Consultant shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to employees performing the work and other persons, including without limitations the General Public, who may be affected thereby.


EXHIBIT B

SCOPE OF SERVICES

The Georgia Department of Transportation operates a statewide ITS known as the NaviGAtor. GDOT previously outsourced the maintenance of the ITS physical infrastructure in the State of Georgia. The contract experienced success in improving up-time of the associated ITS devices. Project limits shall be defined as the borders of the State of Georgia.

Services shall include those related and pertaining directly or indirectly to engineering, design, preventative maintenance, maintenance, repair, replacement, and construction of Intelligent Transportation System devices and infrastructure hereinafter known as the SYSTEM for a period of five (5) years. The Consultant will be required to replace non-operable devices in first stage of contract while maintaining the remaining operable devices. During the replacement phase the Consultant shall be responsible for the initial basic inventory of the SYSTEM. After the replacement stage the firm shall be responsible for maintaining the SYSTEM for the duration of contract. Operational performance levels of SYSTEM shall be assessed by firm for entire duration of contract. The SYSTEM to be maintained under this project will include, but shall not be limited to, the following type devices and subsystems listed in the table below:

*Quantities shown are approximate. **Quantities shown are approximate combined total be replaced under replacement phase and maintenance phase of contract.***Slow Scan Television Cameras (SSTV) must be upgraded to PTZ type Closed Circuit Television Cameras (CCTV) and integrated into Navigator System.

Note: All related hardware and firmware necessary for the operation of the devices listed above shall be part of the performance based maintenance services.

This project will NOT include any devices operated and maintained by the Regional Traffic Operations Program (RTOP). Although the Department will continue to do daily monitoring, the Consultant is required to monitor the operation of the devices per agreed Standard Operating Procedures per device type and verify operations and operability of each device. The monitoring of system shall include monthly reports showing daily percent operating of each group of devices “A” through “L” and “V” listed above. This reporting and device monitoring, based upon the Consultant’s Intelligent Maintenance Management System (IMMS) data, will form the basis upon which payment will be determined under this


TABLE OF DEVICES AND SUBSYSTEMS

Total Devices*(Metro Atlanta)

Total Devices*(Outside Metro Atlanta)

Total Combined Devices*

Number of Replacements**(Metro Atlanta)

Number of Replacements**(Outside Metro Atlanta)

A. Closed Circuit Television Cameras (CCTV) 552 179 731 276 90B. Changeable Message Signs (CMS) 115 39 148 20 36C. Video Detection Systems (VDS) 1673 127 1800 389 64D. Radar Detection Systems (RDS) 138 0 138 14 0

E. Ramp Meter Systems (RMS)183 0 183

42(2070 Controllers Only)

0

F. Presence Detection Systems (PDS) 39 0 39 4 0G. Variable Speed Limit Signs (VSLS) 176 0 176 9 0H. Dynamic Lane Control Signs (DLCS) 5 0 5 0 0I. Slow Scan Television Cameras (SSTV)*** 0 15 15 0 15J. Road Weather Information Systems (RWIS) 1 48 49 1 48

K. Traffic Monitoring Stations (TMS) 80 0 80 0 0L. Hubs 24 1 25 0 0

M. Field Ethernet SwitchesN. Digital Video EncodersO. Video Transmitters and ReceiversP. Uninterruptable Power SuppliesQ. Cabinets, field enclosures, and pull boxesR. Short range wireless communications (licensed and unlicensed frequencies)S. Electrical power service linesT. Device support structuresU. Communication hubs (buildings, HVAC, power service, environmental monitoring, electronic equipment)V. Express Lane Access Control System (ELACS) (Includes Gates, Signs, and associated Electronic Hardware) (Note: These are expected to be in operation 2017 for I-75 South Atlanta and 2018 for I-75 North Atlanta).

project. The IMMS will record and timestamp, the operational state of each device at 1800 hours (6 PM) daily and will be used as the state of the system for each day for billing purposes The work to be performed by the Consultant under this Agreement shall encompass and include all detail work, services, materials, equipment, and supplies necessary to provide ITS Comprehensive Maintenance services within the Term of Agreement specified herein. The scope of services includes all requirements set forth in the

The Consultant agrees to:

A. Provide project management services as described below:

1. The Consultant shall monitor its own performance to ensure that the Performance Criteria and outcomes are achieved. A Management Plan will be developed and must include procedures to ensure that all work meets or exceeds the Performance Criteria contained herein.

2. The Management and Quality Control Plan shall define reporting procedures to the Department to ensure approval of proposed work, services and products. Reporting procedures shall include monitoring of System devices for pay for performance. The Consultant shall furnish electronic access to reports produced from the results of the management monitoring in a format acceptable to the Department.

3. The Consultant shall have designated and appropriate staff throughout the life of the Agreement. The Management Plan must include staffing levels and an organizational chart depicting responsibilities. The Consultant shall ensure that any employee replacement meets or exceeds the qualifications set forth in the plan.

4. Additional Project Management duties will include:

a. Project management / Agreement administrationb. Inventory control documentationc. Device documentation managementd. Asset management system maintenancee. Configuration managementf. Initial Basic Inventorying of the SYSTEM

The Consultant, working with the Department, will develop a detailed inventory of all devices to be maintained on or before the first day of the task order that meet current operational standards as define in the Standard Operating Procedures. This inventory will define the initial basic inventorying of the SYSTEM for determining the number of operational devices on the first day of the task order. As new ITS projects are accepted by the Department, the Consultant will validate the new inventory and its operational status and enter the devices into IMMS.

B. Upgrade/Replacement:

The replacement of non-operable and outdated devices shall be the initial services performed under this Agreement and may continue throughout the contract as funding allows. The Consultant will work with the Department to determine the actual quantities and locations for each device which needs to be replaced based on the list of equipment shown in the table below. A Task Order for the Upgrade/Replacement Phase will be developed and will define the specific number of devices to be replaced. Devices will be replaced at the fixed unit prices provided by the Contractor in Exhibit C, Table 1, of the Contractor’s Cost Proposal for the Upgrade/Replacement Phase of work.

1. The Consultant will comply with Manuals, Standards and Procedures as applicable to the project or as amended by Task Order.

The Consultant shall perform all work in accordance to Departmental Specifications as noted in the following Manual, Standards, and Procedures:

a. Manual on Uniform Traffic Control Devices.b. Georgia Standard Specifications and all supplements thereto.c. AASHTO design references.d. Departmental Special Provisions.e. Departmental Standards and Construction Details.f. State and Federal environmental laws and regulations


The Consultant shall make reasonable efforts to comply with current manuals, standards and procedures over the life of the contract.

2. Duties associated with the replacement of non-operable and outdated devices include but are not limited to:

a. Device upgrade. b. Removal of non-operable or outdated devices.c. Return non-operable or outdated devices to the Department. However, the Department, at its discretion, will

allow the Consultant to return certain removed devices to a serviceable condition. d. Device installations and calibration.e. Electrical work: inspection, repairs, new installation, and groundingf. Wireless communication systems: Inspection, repairs, new installation, testing

3. The Consultant shall be responsible for all traffic control, testing, and shop drawings required to perform the work under the terms of this Agreement. All disposed equipment shall be returned to the Department unless otherwise agreed to be used as spares. The Consultant shall coordinate delivery of disposed equipment with the Department. The Consultant shall not be responsible for disposal.

4. All traffic control that requires lane closures shall be coordinated through the Department project manager.

5. The Consultant shall comply with all specifications and special provisions.

6. The following represents the known devices which need to be replaced and/or constructed:

Item Code

Item Description Approx Qty (life of contract)

Minimum Quantity (Year 1)

Notes

631-2463 LED PIXEL CMS, WALK IN, 3 X 21, 18 IN, TYPE B 56 24 Full Matrix signs are approved (Item Code 631-0011).

638-1001STRUCTURAL SUPPORT FOR OVERHEAD SIGN, TP 1, STA.

564 Quantity dependent on structural analysis for reuse.

936-1001 CCTV SYSTEM, TYPE B 115

50 This may include the upgrading of the slow scan cameras listed in the table of devices above, the slow scan cameras associated with the CMS signs located outside metro Atlanta, and the upgrading of the cameras on the RWIS located throughout the state.

N/A ENCODER, TYPE B 70 70

937-6000 MICROWAVE RADAR ASSEMBLY 33 33

935-1118

OUTSIDE PLANT FIBER OPTIC CABLE, LOOSE TUBE, SINGLE MODE, 144 FIBER

40 mi

0

935-1117

OUTSIDE PLANT FIBER OPTIC CABLE, LOOSE TUBE, SINGLE MODE, 96 FIBER

10 mi

0

682-7062

CONDUIT DUCT BANK, TYPE 3 25 mi 0

N/A STAND ALONE CCTV/VIDEO DETECTION SYSTEM 80 48

7. Replacement or new installation of up to fifty (50) miles of fiber optic trunk and conduit duct bank will be performed under the replacement phase of this contract. The department will work with the consultant to identify what existing trunk line to be replaced.

8. Construction of new Stand-Alone CCTV/ vehicle detection poles will be performed under the replacement phase. This system will include a CCTV PTZ Dome Camera and vehicle detection system (e.g., Video, Radar, or Microwave). The system shall be solar powered, wind supplemented, battery backup, and also include 4G


wireless cellular communication and integrated into the navigator system. Construction of the new Stand-Alone CCTV/ vehicle detection poles will be upgraded/replaced during the term of this contract.

C. Initial Basic Inventorying of the SYSTEM and Information Technology Requirements1. Physical location (route, direction and Geo location data) and device IDs for all equipment will be provided by the

Department2. Make, Model, Serial Number and Firmware versions as well as any port configuration data available be provided

by the Department’s Information Technology Division3. Passwords and IP addressing associated with all contract supported field devices will be provided and managed

by the Department’s Information Technology Division4. The consultant will be permitted to add a node from their Network Operations Center to the Department network

utilizing access through the Department’s Multiprotocol Label Switching (MPLS) circuit. Consultant will be responsible for any set up costs and monthly node fees to communication provider as required.

5. To ensure uninterrupted access to the field network the Consultant will be granted access to the Department’s field network through an established secure Virtual Private Network (VPN) connection

6. For proprietary device validation, monitoring and troubleshooting access to software systems utilized by the Department will be provided to Consultant including but not limited to:i. Tacticsii. NaviGAtoriii. Citrix Desktopiv. Road Weather Information Systemv. Solar Winds

7. The Department will provide space within Building 24’s (GDOT TMC) equipment room for up to four (4) critical equipment servers and associated equipment for the purposes of but not limited to:i. Hosting Consultants Production Enterprise Asset Management server

1. Allowing web based access2. Allowing internal access to Consultants remaining servers

ii. Hosting Consultants Production automated system health monitoring server1. Allowing internal access to Consultants remaining servers2. Allowing full access to all the Department field network infrastructure 3. Allowing access to and ability to send fully qualified internet e-mail

iii. Hosting Consultants Development Enterprise Asset Management server1. Allowing web based access2. Allowing internal access to Consultants remaining servers

iv. Hosting Consultants Development automated system health monitoring server1. Allowing internal access to Consultants remaining servers2. Allowing full access to all the Department field network infrastructure 3. Allowing access to and ability to send fully qualified internet e-mailThe Consultant will be provided twenty-four (24) hour access to the critical servers in the equipment room by the issuance of the Department provided Consultant identification badges programmed with proper clearance throughout the term of the contract

D. Baseline Inventory and GIS Development

The term Baseline as used herein shall include the fiber plant and electrical distribution centers.

The Consultant shall baseline the NaviGAtor system as described below:1. The Consultant shall geo-locate all assets within the NaviGAtor system including but not limited to: ITS

equipment, cabinets, pull boxes, fiber optic trunk and drop cables, and power service 2. The Consultant shall install tone wire in all fiber optic trunk and drop cable conduit when none previously exists3. The Consultant shall install/replace NaviGAtor labels all device support structures4. The Consultant shall gather the following information

a. Fiber Locations; Includes sub-meter GPS locations and details for the following facilities; UG Access Points (Vaults, Handholes or Pull-boxes) Attributes of type, size, lid type, etc. ITS Equipment Cabinets, Hubs, TMC’s.

b. Fiber Cable Sheath Details: Manufacture, Year, Size, Type, etc.c. Fiber Cable Sequentials: Cable footage/meter markings. Obtained at the locations end of duct, splice case or

panel termination (utilized to obtain accurate cable and conduit segment lengths).d. Conduit Info: Type, size and number of ducts at each location, each duct group destination.


e. Fiber Termination Details; Includes capture of specific fiber termination (device/port, jumper, cabinets, Hub’s and TMC’s).

NOTE: The Consultant will be provided with all current baseline information5. The Consultant shall provide and populate software that will be used as an asset/system management tool. The

software shall: a. Have an open license with the ability to add unlimited users, including members of other

agencies/departments (preferably web-based)b. Be capable of modeling the connectivity of fiber optic networks at a fiber/port level (including all baseline

information collected)c. Be easily updateable using as-built documentationd. Be capable of inventorying and mapping unlimited devices and fiber optic networkse. Be GIS and map based f. Be capable of importing and exporting information via CAD filesg. Have read/write only capabilities for selected usersh. Defined limits for users (certain users have control over certain parts of the system)

6. The Consultant will develop an asset management process to keep the system up-to-date. Processes that may be included are:a. Security protocols to key access points (sign in and out)b. Required authorization to make system changesc. Documentation of changes maded. Dissemination of change information to appropriate personnele. Updating of schematics and mapsf. As-built documentation processg. Systematic collection of datah. QC/QAi. Handling of errors and omissions

7. The Consultant shall complete items 1 through 5 within twelve (12) months of notice to proceed.8. The Consultant shall train ten (10) GDOT designated individuals on the operation of the software. 9. The Consultant shall provide support and troubleshooting services for the software to GDOT or designated

personnel through the life of the contract.10. The Consultant will NOT be responsible for maintaining the software once complete.

E. Maintenance

Because this is an Indefinite Delivery, Indefinite Quantity (IDIQ) Contract, there is no set frequency for the desired services. The Consultant shall perform the required services upon issuance of a task order. GDOT will order from the Consultant the services that are required to be purchased by GDOT’s activity or activities. If GDOT urgently requires delivery of any performance of service before the earliest date that performance may be specified under the Agreement, and if the Consultant will not accept an order providing for the accelerated performance, GDOT may acquire the urgently required service(s) from another source.

1. Preventative Maintenancea. The Consultant shall provide, at a minimum, annual preventative maintenance for all ITS devices. b. The Consultant shall collaborate with GDOT and develop a preventative maintenance checklist that includes

but is not limited to:i. CCTV inspection and testingii. CMS inspection and testing iii. DLCS inspection and testingiv. Hub building HVAC systems inspectionv. Hub building lighting inspectionsvi. PDS inspection and testingvii. RDS inspection and testingviii. RMS inspection and testingix. RWIS inspection and testing (when added to the system)x. TMS inspection and testingxi. VDS inspection and testingxii. VSLS inspection and testingxiii. ELACS inspection and testing (when added to the SYSTEM)xiv. Vacuuming cabinets


xv. Changing air filters

c. The Consultant shall provide preventive maintenance in accordance with the manufacturers' specifications and procedures. Manufacturers' hardware and software upgrades shall be scheduled during Preventive Maintenance and prior to the expiration of manufacturers' warranties. If a hardware, software, or firmware upgrades for a device or group of devices is recommended by GDOT’s Configuration Control Board (CCB), such upgrade shall be made by the Consultant at the time of the device’s next scheduled preventative maintenance cycle. No additional cost beyond the cost of normal preventative maintenance shall be borne by the Consultant for such upgrades. The Consultant shall maintain close communication with the suppliers of each major device to optimize the efficiency of system maintenance.

d. Hub Maintenance – Throughout the entirety of the project, the Consultant shall provide quarterly preventative maintenance in and around the hub buildings. This will consist of mowing the grass, cleaning inside and outside, lighting, maintaining the HVAC systems, changing filters, pest control, and fence repairs around the hub building.

2. Routine MaintenanceDevices will be maintained at the fixed unit daily prices per device as provided by the Consultant’s Cost Proposal in for the Maintenance Phase of work. All maintenance activities are subject to Pay-for-Performance requirements. Maintenance work shall include: a. Minor repairs - The Consultant shall perform minor repairs to return a device to a structurally sound condition.

Minor repairs include any activity intended to correct the effects of minor material deterioration by restoring the damaged component. Minor repairs are generally defined as repairs to assets that are inoperable due to system device section loss (i.e., CCTV camera is non-operable due to damaged video signal cable. Replacement of cable would restore device). Minor repairs may be caused by normal wear and tear, incident, accidents, and/or inclement weather including destroyed, vandalized, lost or stolen material. The Consultant shall perform all System support, routine and scheduled maintenance/repairs.

b. Replacement r epairs – The Consultant shall perform replacement repairs which include any activity to replace an asset that is inoperable. The Consultant will replace obsolete assets in order to repair an asset system, rather than repair the assets should such asset meet the criteria of an obsolete asset in accordance with the Obsolescence Plan.

c. Preventative maintenance – The Consultant shall perform the Preventative Maintenance checklist for that subsystem while on-site for a repair or replacement call.

d. Device and infrastructure upgrades/installations – The Consultant may perform certain upgrades at its discretion as a business decision to meet the performance goals as long as the devices are not ones described in replacement of non-operable and outdated devices or those agreed upon by optional services. This type of upgrade shall be performed at the Consultant’s cost. These upgrades may incur some costs by the Department to configure certain elements of the system outside the Consultant’s scope such as network switches, video switches, software, etc. Upgrades to the current configurations and/or topology of contract supported devices that would require a change of configuration of the Hub building Gig E switch or GDOT Core systems must be coordinated and approved by GDOT IT.

e. Foliage removal – The Consultant shall perform minor clearing of tree limbs, brush, and other naturally occurring growth that prevents a device from functioning properly, providing usable data, and/or allowing for adequate camera vision. This clearing is limited to a maximum distance of ten (10) feet around a device. Any additional clearing, if needed, will be approved by the Department and paid for as an optional service.

f. CCTV – This work will consist of the repairs and, as necessary, replacement of components to CCTV camera sites, including camera, cabinet, camera controller, wireless transmitter/receiver, video encoder, Ethernet field switches and all communications equipment/cabling dedicated to the individual camera sites, and transmission to the Ethernet switch in the hub or field side of the wireless communications device.

g. CMS – This work will consist of the repairs and, as necessary, replacement of system components associated with the Changeable Message Sign sites including the CMS, enclosure, structure, controller, pixels, and all communications equipment dedicated solely to the individual CMS sites and transmission to the Ethernet switch in the hub including wireless transmitters/receivers or field side of the wireless communications device.

h. DLCS – This work will consist of the repairs and, as necessary, replacement of system components associated with the Dynamic Lane Control Sign sites including the DLCS, enclosure, structure, controller, pixels, and all communications equipment dedicated solely to the individual CMS sites and transmission to the Ethernet switch in the hub including wireless transmitters/receivers or field side of the wireless communications device.


i. HUB – This work will consist of the maintenance, repairs and, as necessary, replacement of components associated with the hubs including HVAC, UPS, facility, fencing, grounds, door contact closures, surveillance cameras, heat alarms, etc.

j. PDS – This work will consist of the repairs and, as necessary, replacement of components associated with the Presence Detection system including cabinets and contents, detector units, wireless transmitter/receivers, and all communications equipment dedicated solely to the individual detector station sites and transmission to the Ethernet switch in the hub or field side of the wireless communications device.

k. RDS – This work will consist of the repairs and, as necessary, replacement of components associated with the Radar Detection sites including cabinets and contents, detector units, wireless transmitter/receivers, and all communications equipment dedicated solely to the individual detector station sites and transmission to the Ethernet switch in the hub or field side of the wireless communications device.

l. RMS – This work will consist of the repairs and, as necessary, replacement of system components associated with the Ramp Meter System (RMS) sites including traffic signals, poles and appurtenances, inductive loop detectors, video detectors and their respective cabinets and contents, wireless transmitter/receivers, and all communications equipment dedicated solely to the individual RMS sites and transmission to the Ethernet switch in the hub or field side of the wireless communications device.

m. TMS – This work will consist of the repairs and, as necessary, replacement of components associated with the Traffic Monitoring Station sites including cabinets and contents, detector units, wireless transmitter/receivers, and all communications equipment dedicated solely to the individual detector station sites and if applicable the transmission to the Ethernet switch in the hub or field side of the wireless communications device.

n. VDS – This work will consist of the repairs and, as necessary, replacement of components associated with the Video Detection Station sites including camera sensors, cabinets and contents, video processing units, wireless transmitter/receivers, and all communications equipment dedicated solely to the individual detector station sites and transmission to the Ethernet switch in the hub or field side of the wireless communications device.

o. VSLS – This work will consist of the repairs and, as necessary, replacement of system components associated with the Variable Speed Limit Sign sites including the VSLS, enclosure, structure, controller, pixels, and all communications equipment dedicated solely to the individual CMS sites and transmission to the Ethernet switch in the hub including wireless transmitters/receivers or field side of the wireless communications device.

F. Performance RequirementsThe Department will pay for routine maintenance after the replacement period by utilizing the following formula for each device category:

Number of Operational Devices/Total Number of Devices = % Uptime

Payments for routine maintenance shall be made in accordance with the performance requirements below and as substantiated and approved by the Department’s Project Manager each month:

BASE PAYMENT

CCTV 95% 80% of total device payout for each day < 95% operation

70% of total device payout for each day < 90%

operation

60% of total device payout for each day < 80% operation

PERFORMANCE PAYMENTThe Department will pay 103% of the monthly routine maintenance amount for each day that the

level of service exceeds 97%; or the Department will pay 105% of the monthly routine maintenance amount for each day that the level of service exceeds 99%. The Consultant shall

be eligible for only the higher amount as appropriate.NON-PERFORMANCE DEDUCTION FOR CRITICAL DEVICES

The Department’s goal is to ensure that the SYSTEM functions effectively. To assist in achieving this goal the Department will deduct $500 each day (over 48 hours) for Consultant’s failure to

repair each Critical CCTV within 48 hours. See Exhibit 4 – Critical Devices for locations.NON-PERFORMANCE DEDUCTION FOR NON-CRITICAL DEVICES

The Department’s goal is to ensure that the SYSTEM functions effectively. To assist in achieving this goal the Department will deduct $200 each day (over 30 calendar days) for Consultant’s

failure to repair each Non-Critical CCTV within 30 calendar days.

BASE PAYMENT

CMS 95% 80% of total device payout for each day < 95% operation


operation






The Department’s goal is to ensure that the SYSTEM functions effectively. To assist in achieving this goal the Department will deduct $500 each day (over 48 hours) for Consultants failure to

repair each Critical CMS within 48 hours. See Exhibit 4 – Critical Devices for locations.NON-PERFORMANCE DEDUCTION FOR NON-CRITICAL DEVICES


failure to repair each Non-Critical CMS within 30 calendar days.

BASE PAYMENT

DLCS 95% 80% of total device payout for each day < 95% operation


operation




be eligible for only the higher amount as appropriate.NON-PERFORMANCE DEDUCTION


repair each DLCS within 24 hours.

BASE PAYMENT

HUB 95% 80% of total device payout for each day < 95% operation


operation





The Department’s goal is to ensure that the SYSTEM functions effectively. To assist in achieving this goal the Department will deduct $500 each day (over 24 hours) for Consultant’s failure to

repair each Critical HUBs within 24 hours. See Exhibit 4 – Critical Devices for locations.NON-PERFORMANCE DEDUCTION FOR NON-CRITICAL DEVICES

The Department’s goal is to ensure that the SYSTEM functions effectively. To assist in achieving this goal the Department will deduct $500 each day (over 2 calendar days) for Consultant’s failure

to repair each Non-Critical HUBs within 2 calendar days.

BASE PAYMENT

PDS 95% 80% of total device payout for each day < 95% operation


operation




be eligible for only the higher amount as appropriate.NON-PERFORMANCE DEDUCTION FOR NON-CRITICAL DEVICES


failure to repair each Non-Critical RDS within 45 calendar days.

BASE PAYMENT

RDS 95% 80% of total device payout for each day < 95% operation


operation




be eligible for only the higher amount as appropriate.NON-PERFORMANCE DEDUCTION FOR NON-CRITICAL DEVICES



failure to repair each Non-Critical RDS within 45 calendar days.

BASE PAYMENT

RMS 95% 80% of total device payout for each day < 95% operation


operation






failure to repair each RMS within 20 calendar days.

BASE PAYMENT

TMS 95% 80% of total device payout for each day < 95% operation


operation






failure to repair each TMS within 20 calendar days.

BASE PAYMENT

VDS 95% 80% of total device payout for each day < 95% operation

70% of total device payout for each day <

90% operation






failure to repair each VDS within 45 calendar days.

BASE PAYMENT

VSLS 95% 80% of total device payout for each day < 95% operation


operation






repair VSLS within 24 hours.

G. Optional Services

1. The Consultant Requirements:a. Perform repair work to the “Backbone”, fiber optic communications cable repair and splicing as requested by

the Department. b. Perform Optional Services Work as may be requested by the Department. Optional Services work is defined

as: i. Services as defined by line item bid provided by the Consultant. All system components listed in the cost

proposal in the List of Materials reflect the cost of the device and all fees associated with the installation of the devices shall be paid for in accordance with the pricing offered by the Consultant.


ii. Other optional services may include, at a minimum, the following at the Department’s discretion:1. Backbone Fiber Repair: Backbone fiber optic communications repair work consists of Hub-to-Hub,

Hub-to-TCC, TMC-to-Hub, and C2C communications. This work shall include repair and splicing of cable at the Department’s request.

2. Fiber Locates: Fiber Locates consisting of fiber management and diagnostics upon the completion of the Baseline Inventory and GIS Development Task Order to detect and locate fiber breaks/cuts including coordination with Pre-Construction and Construction services to plot NaviGAtor fiber locations. This information is to be made available for design and construction purposes, as necessary, any field work required with the roadway contractors and utility companies in locating fiber prior to digging, trenching, milling or other sub-surface construction. The Department shall provide accurate as-built documents for all associated fiber locations. Prior to completion of the Baseline Task Order the Consultant will perform underground utility locates as requested by designated Department personnel according to standard operating procedures while the Department maintains responsibility for fiber management upon issuance of the Task Order.

3. Backup Hub Generator: Backup Hub Generator work which shall consist of the installation of power transfer switches at each hub and include an external NEMA enclosure with a twist-lock connector for incoming generator power. The transfer switch shall keep Georgia Power service separate from the generator power in the event they are both present. The generator shall be of sufficient size to run all the systems in the hub including air conditioning. The backup power solution will be trailer-mounted to facilitate easy deployment and parking at the hub sites. The Consultant shall be responsible for the operation and maintenance of the backup power system including security and fuel. All fuel used during backup generator deployment will be cost reimbursable by the Department to the Consultant.

4. Foliage or Partial Tree Removal: Foliage or Partial Tree Removal work shall consist of clearing of tree limbs, brush, and other naturally occurring growth that prevents a device from functioning properly. This clearing is limited to a distance of no less than ten (10) feet and no more than twenty-five (25) feet around a device.

The Department reserves the right to utilize the resulting Agreement for optional services work which may be required in the event that there is an element of the System which the Department determines at its sole discretion should be replaced, repaired, or upgraded but was NOT included in the solicitation and its resulting cost proposal. This shall include any system components devices and supporting equipment and associated installation not included in the List of Materials. Any work performed and devices, equipment, components, or materials provided by the Consultant under this “exclusion clause” will be determined in the event such services are required and by mutual agreement between the parties. Optional and Emergency services work shall not be included in performance measures. Devices or services related to optional service work shall also be excluded.

2. Emergency Services

The Consultant must perform Emergency Services Work as may be requested by the Department. Emergency Service work is defined as:a. Repairs to any device or device structure including HUB buildings as deemed immediately necessary by

either the Consultant or Departmentb. Vehicle collision repairs to Type 1 or Type 3 Changeable Message Sign support structuresc. Repairs to any device or devices structure including hub buildings necessitated by a Force Majeure event or

as deemed immediately necessary through exposure via routing inspection by either the Consultant or Department

d. Other damage as may, at the Departments discretion, be considered outside the original scope of routine maintenance (e.g. Force Majeure events)

e. In no event shall emergency work be requested by the Consultant for any work less than $500 per occurrence. Lightening shall be excluded from the emergency repair category and included as maintenance issue and therefore subject to Pay-for-Performance requirements.


3. Additional Services

Additional Services work may include ITS Construction, Replacement, and/or Maintenance work. Each additional service will be further defined by Task Order under the terms of this agreement and negotiated separately. Additional Service Task Orders may include items of work such as:a. Structural engineering services to refurbish existing sign structures for reuseb. Structural engineering services to construct new sign structuresc. Construction of new ITS devices to expand Navigator coverage area throughout the state. d. Provide Network Redundancye. Convert VDS System to Radar Technologyf. Independent Verification and Validationg. Network Gig-E Switch Managementh. Emerging Technology Plan (Obsolescence Plan)i. Others to be identified

H. Third Party Claims - Office of Legal Services will allow Serco to utilize the Claims Management Resources contract direct with the GDOT vendor.

The Consultant shall be responsible for the SYSTEM during all GDOT work being performed by internal staff and contractors. In the event that a device is to be affected by contracted activities, the contractor shall be responsible for notifying GDOT that the device will be taken under its control. Once the device is under the contractor’s control, it will be set to “Not Ready,” as defined in the SOP, and shall not be the responsibility of the Consultant.

The Consultant shall promptly notify the Department of damage caused by third parties to real or personal property. The Consultant shall make corrective measures to the equipment/facility at no additional cost to GDOT with the exception of supporting assets as defined in the paragraph below. The Consultant shall provide all necessary information to the Department with respect to the cost of the repair, photographs and other documentation.

GDOT hereby allows and approves Consultant to interact directly with the Claims Management Resources, Inc. (CMR), contract number PSOERPDR130643. The Consultant should, as soon as is reasonably practicable after verification that damage has occurred, initially coordinate with GDOT’s Claims Management Resources Contractor and provide date, time, location, itemized cost or other information that may be pertinent to the cost recovery process of the damaged device(s). Payments from third parties should be paid directly to Consultant. The Consultant may, at the Consultant’s discretion and GDOT’s permission, act on the Department’s behalf to recuperate the cost of the repair from the third party responsible for damage if the Claims Management Resources Contractor is unsuccessful in cost recovery or elects not to pursue recovery. The Consultant is not responsible for third party damages to GDOT supporting assets to the ITS devices subject to repair under this Agreement. Supporting assets may include but are not limited to poles, support structures, guardrails, changeable message signs and hub buildings. GDOT may issue a task order to the Consultant for replacement of these support assets in order to facilitate restoration or replacement of damaged devices.

If damage occurs to the SYSTEM or components of the SYSTEM due to actions of a contractor performing work on a GDOT contract, the GDOT contractor will have 48 hours to repair the device in accordance with Standard Specification 105.14 through 105.15. If the contractor fails to remedy damage or unsatisfactory maintenance within 48 hours after receipt of notice, the Consultant may proceed with repairs and maintenance and invoice the responsible party. GDOT agrees to assist the Consultant with cost recovery by deducting the cost of the work from monies due if necessary and proof is provided.

I. Definitions

1. Device Status Definitions Below is a description of each of the devices listed above as well as the other devices and components which comprise the SYSTEM:


a. Backbone Communications Equipment and Configuration: The communications backbone is currently comprised of twenty-four (24) active communication hubs. GDOT is currently in the process of adding two (2) additional hubs in construction projects. These additional hubs will support current and new ITS devices and provide the capability to develop additional network redundancy.The communications hubs are interconnected by fiber optic cable and communicate via GIG-E switch. Hub maintenance is part of this project. The GIG-E switch and Hub to Hub fiber communications are not part of daily maintenance monitoring for performance however can be assigned to firm on separate task at agreed line item costs.

b. CCTV Cameras: GDOT has CCTV cameras deployed along major freeways at approximately 1-mile intervals for roadway surveillance and incident verification. GDOT uses three (3) types of cameras, Type "A" tubular cameras, Type "B" dome cameras, and Type “C” dome cameras. The Type "A" camera assembly consists of a tubular camera mounted with a Pan, Tilt, Zoom (PTZ) base and a Camera Control Receiver (CCR), also known as a camera controller, to provide control of the camera. GDOT currently has two hundred eighty-seven (287) of these cameras in the service area. The Type "B" camera assembly consists of a downward facing dome camera unit with a built-in PTZ and CCR. The Type "C" camera assembly consists of a downward facing dome camera unit with a built-in PTZ, CCR, and encoder.

c. Changeable Message Signs (CMS): GDOT has changeable message signs (CMS) deployed throughout Georgia on both freeway and arterial roadways. Each CMS has a permanent changeable message sign, local sign controller, and the support structure. GDOT uses two (2) types of sign displays, Light Emitting Diode (LED) and Fiber Shutter. There are three (3) sign sizes: three (3) row X twenty-one (21) character overhead signs, three (3) row X ten (10) character HOV lane signs, and three (3) row X fifteen (15) character shoulder or median installed signs.

d. Communications Network: GDOT has a fiber optic wire line network to provide both Center-to-Center (C2C) and backbone communications and a hybrid fiber optic and wireless communications for Center-to-Field (C2F) communications for ITS in the project service area. Backbone communications is the term used to define a high-speed communications platform that supports a range of transmission rates between communications hubs, regional Traffic Control Centers (TCCs) and TMCs. Signals generated by roadside devices (i.e., CCTV, VDS, CMS, etc.) are transmitted through the C2F network, which aggregates these signals onto individual circuits for insertion into the backbone communications at the communications hubs for transport/routing back to the TMC where the data is processed, monitored and retained.

e. Distribution Communication Equipment and Configuration: The Department uses three (3) different technologies for distribution communications to the field cabinets: Ethernet field switches, fiber optic modems and wireless communication as described in the following paragraphs. The consultant is responsible for the management and maintenance of both technologies for duration of contract.

i. Field Ethernet Switches: Field hardened. Gig-E switches are used in field cabinets, along with Ethernet-connected VDS video processors, digital field encoders and CMS controllers. This digital network architecture relocates the ITS field device processing from the communications hubs to the field cabinets and is the preferred method for field distribution communications.

ii. Fiber Modems: Within the older sections of the NaviGAtor System, the Department uses fiber optic modems to transmit data and video signals from the ITS field devices over Single-Mode (SM) and/or Multi-Mode (MM) fiber optic cables to a nearby communications hub. All the data and video signals are then concentrated at the communications hub and transported/routed back to the TMC via the Gig-E backbone network for data or the video transport equipment for CCTV camera images.

iii. Wireless Communication: There are locations outside the areas of the Department’s base fiber infrastructure as a cost effective and reliable solution the Department has deployed wireless communications to provide connectivity. Wireless communication devices have been deployed in outlaying locations to provide communication from NaviGAtor ATMS to field ITS equipment. Wireless communication devices are provided by the Department programmed and provisioned by the Department’s Information Technology Department.

f. Dynamic Lane Control Signs (DLCS): DLCS are proposed to be installed along I-85 between Jimmy Carter Boulevard and Indian Trail. The construction project will install five (5) LED DLCS that will be activated during this contract.

g. Fiber Optic Infrastructure: The NaviGAtor communications network is owned, operated and maintained by GDOT. The network is comprised of an underground conduit system equipped with fiber optic cables installed along the Interstate system and State Routes to support C2C and C2F communications. The fiber optic cable components include both single-mode and multi-mode backbone and distribution


cables. The network includes lateral backbone cables installed both aerially and underground along arterial routes to connect various regional TCCs to the NaviGAtor system. GDOT owns the lateral backbone cables and allows other agencies to utilize optical fibers within these cables to provide distribution connections to agency owned ITS field devices. Numerous construction projects have added additional fiber optic cables and conduits to the network. There are approximately 445 existing miles in the NaviGAtor system project service area with more to be added under existing and planned construction projects.Routine maintenance of the fiber optic infrastructure is not included in the scope of the project. However, GDOT may request fiber optic related work, such as fiber splicing to repair fiber cuts or fiber extensions, with an agreed upon completion date and line item costs.

h. Hubs: A typical communications hub is a pre-fabricated building with HVAC placed on state rights of way and is accessible from the freeway mainline. The hubs house the field network equipment including Ethernet routing switch(s), port terminal servers, video processing units, fiber modems, video transport equipment and uninterruptible power supplies. Generally these hubs can be used for storage of spare electronics equipment and are monitored by alarms and video surveillance that is a part of the NaviGAtor system. The fence surrounding hub building, hub building exterior (including roof), grounds within fence, and HVAC shall be included in hub maintenance responsibilities. GDOT current has twenty-four (24) hubs and expects to deploy two (2) additional hubs in 2018.

i. Presence Detection Systems (PDS): GDOT has thirty-nine (39) Presence Detection Systems (PDS) monitoring High Occupancy Vehicle (HOV) lanes along six thousand feet of I-85 in Gwinnett County. The system is designed to quickly detect and respond to vehicles that stall or otherwise unexpectedly stop in the HOV lane in this section. The system is comprised of thirty-nine (39) video image sensors installed on median-mounted poles spaced at approximately two hundred fifty (250) feet apart. The video signals from each of the detector image sensors are transported over fiber optic cables to one of six (6) roadside cabinets on the southbound side of I-85.

j. Radar Detection Systems (RDS): The radar or microwave detection system (RDS) is a data gathering system that provides vehicle count, occupancy, and speed information to GDOT's NaviGAtor software. System components include microwave radar detection, detector housing and mounting hardware, and cabling between the microwave detector and the cabinet. RDS represents a small portion of the detection devices used by NaviGAtor and is deployed at approximately one third (1/3) mile intervals along SR 166 SR 141, Interstate 20, GA 400, and US 78. RDS are proposed to be installed along I-75 and I-85 in construction projects and will be activated during this contract. The RDS housing is attached to the pole approximately twenty (20) to thirty (30) feet above the ground and must be aligned at a ninety (90) degree angle from the detection zone.

k. Ramp Meter Systems (RMS): Ramp meters are devices used to help lessen congestion on busy freeways. They resemble standard traffic signals and are placed on freeway entrance ramps. When ramp meters are in operation they cycle between green and red indications allowing one vehicle to enter the freeway on each green signal. By putting space between the entrance ramp vehicles, drivers are able to merge into the right lane more efficiently and safely with less impact on the freeway traffic flow.The Department has one eighty-three (183) existing ramp meters. They will all be controlled via central software hosted at the Traffic Management Center, TMC, and connected via the Department's fiber optic network.

l. Road Weather Information Systems (RWIS): RWIS are roadside data gathering devices that use multiple pole-mounted and in ground sensors to determine road temperature and condition, air temperature and pressure, relative humidity, wind speed and direction, precipitation, and visibility.

m. Terminal Server(s): Within the TMC and a number of hub buildings, terminal servers are used as part of the existing video switching and transport system. GDOT installed Digi PortServer II port terminal servers in 2001 at the communications hubs to convert serial communication for data transport over the Gig-E backbone network. Each Digi PortServer II communicates with the existing NaviGAtor serial port control system, consisting of TMC (host-based) serial port concentrators (i.e., Digi Acceleport EPC/X and EPC/CON system). Serial field devices are addressed with NaviGAtor's Digi ReaiPort system interface, which provides a virtual connection to the serial field devices through a UNIX-based TTY interface.The management and maintenance of these servers are included in this project until such time as they are replaced and removed by GDOT as part of the migration to an Ethernet network for video. For purposes of this contract the Ethernet migration has not occurred. Awarded firm shall be responsible for maintaining existing servers.

n. Traffic Monitoring Stations (TMS): The Traffic Monitoring Station is a solar powered battery backup radar or microwave detection data gathering system that provides vehicle count, occupancy, and speed


information to GDOT's NaviGAtor software. The TMS system components include radar/microwave detection, detector housing and mounting hardware, and cabling between the microwave detector and the cabinet, and a wireless communication system.

o. Uninterruptible Power Supplies (UPS): GDOT uses Uninterruptible Power Supply (UPS) back-up power systems for the Ethernet routing switch(s). The existing UPS system is a rack-mounted American Power Conversion (APC) SU2200RMXLNET Smart-UPS with an output capacity of 2200VN160 watts provided with an environmental monitoring card; expansion chassis, 48V battery pack, and web/SNMP card. The management and maintenance of these UPS systems are part of this project.

p. Video Detection Systems (VDS): VDS are data gathering devices using the analysis of video images to detect, count, classify, sense speed, and determine other characteristics of motor vehicles and to generate alarms for certain abnormal conditions. Components comprising the VDS include camera image sensor(s) and a video processing unit (VPU). VDS represents the majority of the detection devices used by NaviGAtor and are deployed at approximately one third (1/3) mile intervals along the major interstates in the project area. GDOT has one-thousand six hundred and seventy three (1673) VDS monitoring Interstate mainline traffic, Interstate ramps, Collector/Distributors, and arterials. With more anticipated to be installed and activated during active and upcoming construction projects. Cameras supporting the image sensors are c o l o r a n d black and white cameras with a variable focus lens on a fixed directional mount attached to strain poles or other fixtures approximately 80' above the ground. Video Processing Units (VPUs) are installed inside various communications hubs throughout the NaviGAtor system and are used to process the video image from the camera sensors into data used by the NaviGAtor software.

q. Variable Speed Limit Signs (VSLS): GDOT is currently constructing VSLS on the northern arc of I-285 from I-20 on the west side to I-20 on the east side. The VSLS will automatically adjust the speed limit as traffic conditions change to lessen congestion on the interstate. Upon completion, the Department expects to have 176 operational VSLS

r. Express Lane Access Control System (ELACS): GDOT is currently constructing express lanes on I-75 south of Atlanta (12 miles) and I-75 north of Atlanta (29.7 miles). The express lanes are designed to improve traffic flow, increase options for motorists and transit and registered vanpool customers, provide reliable trip times, create jobs and bring economic. To maximize benefit for all travelers of the corridor, these express lanes will be reversible. The ELACS will control the gates and signs associated with the express lanes.

2. Definitions for Operational and Non-operational Devices

The following specific conditions apply to each one of the maintenance items as they relate to Pay-for-Performance as further defined by the SOPs.

a. CCTV – A CCTV camera system is considered “Operational” for daily status purposes when:i. Usable video is present at the demarcation pointii. PTZ control is functional from the demarcation pointiii. The demarcation point for digital video and pan/tilt/zoom control is at the field-side port of the GDOT-

managed Gigabit Ethernet switch in the hub. iv. The demarcation point for analog video is useable video to the demultiplexer @ TMCv. The demarcation point for PTZ control is the operation at the Terminal Servers (in the hub)

b. CMS – A Changeable Message Sign is considered “Operational” for daily status purposes when:i. The sign responds to commands from the demarcation pointii. 90% or more of sign display elements are functioning properly as long as the acceptable level of failed

pixels do not render the display message illegibleiii. The demarcation point for the Ethernet connected CMS systems is the field-side port of the GDOT-

managed Gigabit Ethernet switch in the hub.iv. The demarcation point for serially connected CMS is operation at the Terminal Servers (in the hub).

c. DLCS – A Dynamic Lane Control Sign is considered “Operational” for daily status purposes when:i. The sign responds to commands from the demarcation pointii. 90% or more of sign display elements are functioning properlyiii. The demarcation point for the Ethernet connected DLC systems is the field-side port of the GDOT-

managed Gigabit Ethernet switch in the hub.d. Hubs – A Hub building is considered “Operational” for daily status purposes when all of the identified

systems are in the following conditions:i. UPS is providing conditioned power to the Gigabit Ethernet Switchii. HVAC is operating within environmental monitoring limits


iii. Environmental monitoring is not in an error stateiv. Port terminal server(s) and associated expansion modules are functioning without critical errorv. Video Equipment (Consultant responsibility in hub, GDOT responsibility @ TMC)

e. PDS – The Presence Detection Systems are considered “Operational” for daily status purposes when:i. Valid data is available at the demarcation pointii. No critical errors being reportediii. The demarcation point for the PDS system is the field-side port of the GDOT managed Gigabit Ethernet

switch in the hub.f. RDS – The Radar Detection Systems are considered “Operational” for daily status purposes when:

i. Valid data is available including speed, volume and occupancy at the demarcation pointii. No critical errors being reportediii. The demarcation point for the Ethernet connected RDS is the field-side port of the GDOT-managed

Gigabit Ethernet switch in the hub. The demarcation point for serially connected RDS is operation at the Terminal Servers (in the hub).

g. RMS – The Ramp Metering Systems are considered “Operational” for daily status purposes when:i. The ramp controller responds to commands from Tactics (or GDOT’s Navigator central software) from

the demarcation point.ii. For two-lane mast-arm ramp meters: At least one 3-section head is fully operational per metered lane

and visible to the ramp traffic. For single-lane pedestal ramp meters: Both upper and lower signal heads are fully operational and visible to the ramp traffic.

iii. IVDS- the IVDS System (used to gather mainline traffic flow data) is reporting accurate data to the controller including vehicle counts, speed and lane occupancy.

iv. Loops - The queue, demand and passage loops/detectors on the ramps are reporting accurate vehicle data to the controller.

v. Advance Warning Signs (AWS) - A minimum of one advance warning sign per approach is displaying flashing lights and text/wording upon activation, and remains visible to the ramp traffic. Damaged AWS shall be replaced with static Type 3 sign sheeting (W3-8. 36"X36") with dual flashing LED yellow displays.

vi. Signs – All Signage associated with the ramp meters, “Left/Right Lane Signal,” “Stop Here on Red,” and “Once Car per Green” are in place and visible to the ramp traffic. Type 3 reflective sheeting shall be used for all replacement signs. Replacement signs shall have the same dimensions as existing. Larger signs can be considered up request.

vii. Conflict Monitor – The conflict monitor/watchdog in the cabinet is in a non-triggered/non-tripped state. h. RWIS – Will be defined when added to the SYSTEM. i. TMS – The Traffic Monitoring Stations are considered “Operational” for daily status purposes when:

ii. Valid data is available from all sensors at the demarcation pointiii. No critical errors being reportediv. The demarcation point is the field side of the wireless communications device for the Ethernet

connected TMS is the field-side port of the GDOT-managed Gigabit Ethernet switch in the hub. The demarcation point for serially connected TMS is operation at the Terminal Servers (in the hub).

j. VDS – The Video Detection Systems are considered “Operational” for daily status purposes when:i. Valid data is available including speed, volume and occupancy at the demarcation pointii. No critical errors being reportediii. The demarcation point for the Ethernet connected VDS is the field-side port of the GDOT-managed

Gigabit Ethernet switch in the hub. k. VSLS – The Variable Speed Limit Sign is considered “Operational” for daily status purposes when:

i. The sign responds to commands from the demarcation pointii. The inside and outside lane signs display identical messagesiii. 90% or more of sign display elements are functioning properlyiv. The demarcation point for the Ethernet connected VSLS systems is the field-side port of the GDOT-

managed Gigabit Ethernet switch in the hub.ELACS – Will be defined when added to the SYSTEM.


J. Testing/Acceptance of Devices

As device testing is Intended to provide the Department assurance that a device is fully operational in accordance with the Special Provisions prior to the Department accepting the device and thereby maintenance responsibility, AND given that the Consultant will assume maintenance responsibility for each device over the life of the contract. AND is also incentivized through the pay-for-performance mechanism of the Agreement to make certain the devices are operational, the Consultant will document a test procedure to be approved by the Department and will self-perform testing of the CMS, CCTV and VDSIPDS devices in accordance with the intent of the special provisions and as noted below:

1. CMS / RMS / Stand-Alone CCTV / Vehicle detection System Devices:

The Consultant will notify the Department of testing dates for CMS devices and will provide evidence that these tests have been successful completed. Following successful completion of the 30 day bum-in period, the Contractor will submit a letter to the Department requesting Final Acceptance Sign-Off. The date of this letter shall signify the following:

a. Request for final and complete payment for the device will be submitted with the next invoice without withholds.

b. The device is removed from the Replacement Phase and moved into the Maintenance Phase and placed on the daily maintenance payroll beginning the day after the date of the acceptance letter.

c. Claims filed on or before the date of the F inal Acceptance Sign-Off shall be the responsibility of the Contractor. Claims filed after the date of the F i n a l Anal Acceptance Sign Off shall become the responsibility of the Department.

2. CCTV and VDS/PDS Devices:

Thirty (30) day burn-ins are waived for these devices, however, upon completion, the Consultant will notify the Department that tests have been successfully completed and the device is operational. The date the Consultant completes the replacement work order shall signify the following:

a. Request for final and complete payment for the device will be submitted with the next invoice without withholds.

b. The device is removed from the Replacement Phase and moved into the Maintenance Phase and placed on the daily maintenance payroll beginning on the date of the completion of the replacement work order.

c. Claims filed on or before the above date shall be the responsibility of the Contractor. Claims filed after the above date shall become the responsibility of the Department.


EXHIBIT C

Cost Proposal

Consultant’s original cost proposal dated November 6, 2014, as follows on pages 39 through 46.


EXHIBIT D

Critical Devices for CMS, CCTV and HUB

Critical Changeable Message Signs, CMS:SIGN ID HWY DIRECTION LOCATION

1 I-75 N I-75 NB SOUTH OF I-6752 I-75 N I-75 NB NEAR FOREST PKWY3 I-75 N I-75 NB SOUTH OF CLEVELAND AVE5 I-75/85 N I-75/85 NB AT TENTH ST7 I-85 N I-85 NB NORTH OF FLAT SHOALS RD8 I-85 N I-85 NB NEAR COFIELD DR

11 I-75 S I-75 SB SOUTH OF DELK RD13 I-75 S I-75 SB SOUTH OF PEACHTREE BATTLE14 I-75/85 S I-75/85 SB NEAR INTERNATIONAL BLVD16 I-85 S I-85 SB S OF JIMMY CARTER BLVD18 I-85 S I-85 SB SOUTH OF MONROE DR20 I-20 E I-20 EB NEAR FULTON INDUSTRIAL23 I-20 W I-20 WB NEAR WESLEY CHAPEL RD27 I-85 S I-85 SB PRESENCE DET NEAR NORTHCREST (A)

101 I-85 N I-85 NB PRESENCE DET NEAR CHAM-TUCKER208 I-285 W I-285 WB AT EAST ENTR (AIRPORT TUNNEL)243 I-285 E I-285 EB AT RIVERDALE RD (AIRPORT TUNNEL)403 GA400 S SR 400 SB AT PITTS RD

Critical Closed Circuit Television Cameras' CCTV:

ID LOCATION4 I-75/85 southbound side N of Langford Pkwy/SR I66

11 I-75/85 southbound side at Edgewood Ave/Grady Hasp18 I-75/85 southbound side S of Tenth St25 I-75 southbound side N of Howell Mill/ Northside exit32 I-75 southbound side near Cumberland Blvd36 I-85 southbound side near Monroe Drive44 I-85 southbound side N of Shallowford Rd66 I-75 southbound side near JC Penney warehouse/Clayton71 I-85 southbound side at Cleveland Ave77 I-85 southbound side at Loop Rd/airport area85 I-85 southbound side N of Pleasantdale Rd89 I-75 median south of Delk Rd

104 I-85 southbound side at Indian Trail109 I-85 southbound side at Steve Reynolds204 I-285 eastbound side W of Powers Ferry underpass

212 I-285 eastbound side W of Roswell Rd220 I-285 westbound side at Ashford Dunwoody

228 I-285 eastbound side at Peachtree Industrial Blvd

233 I-285 eastbound side at Spaghetti Junction241 I-285 southbound side at LaVista Rd

250 I-285 center wall at North Decatur Rd overpassPSOTOCMC150344 of 89

260 I-285 northbound side N of Snapfinger Rd crossing

267 I-285 westbound side W of Panthersville Rd275 I-285 eastbound side at Forest Park Rd324 I-20 westbound side near Fulton Industrial Blvd333 I-20 westbound side I mi E of Holmes Drive342 I-20 eastbound side W of Lowery Blvd348 I-20 eastbound side at 75I85 interchange354 I-20 eastbound side at Boulevard367 I-20 westbound side E of Flat Shoals Rd374 I-20 eastbound side at I-285 interchange379 I-20 westbound side E of Wesley Chapel Rd406 I-75 northbound side 1/2 mi S of S I20 Loop420 I-75 northbound side in Hwy 5 interchange

437 I-75 (unknown) side S of Frey Rd441 I-75 northbound side N of Wade Green Rd580 I-285 eastbound side on P’tree Industrial entrance ramp594 SR I4I southbound side at Jimmy Carter Blvd599 SR I4I southbound side at Tilly Mill Rd

654 I-285 eastbound side tunnel entrance to 5th runway "W"659 I-285 westbound side tunnel 4 5th runway660 I-285 eastbound side between tunnels 5th runway664 I-285 westbound side tunnel 5th runway668 I-285 westbound side approaching tunnel near Loop Rd702 I-75 southbound side S of Holiday Blvd crossing714 I-75 southbound side S of I-675 merge720 I-75 southbound side at Hudson Bridge Rd826 GA 400 southbound side S of Mt Vernon Hwy832 GA 400 southbound side at Northridge Rd835 GA 400 southbound side S of Holcomb Bridge Rd951 I-285 southbound side at I-20 west side interchange961 I-285 (unknown) side at S Cobb Dr interchange970 I-285 northbound side N of Wilkinson Pky overpass

Critical Hub Locations:ID LOCATIONF I-75/85 southbound side near 14th St bridgeH I-75/85 northbound side, in DOT parking lot near I-20L I-75 southbound side, near I-285 south interchange/airportC I-85 southbound side, at I-285 Spaghetti Junction areaB I-285 eastbound side, at Roswell Rd interchangeA I-75 southbound side, near I-285 northwest interchange/Cobb

Critical HUB Equipment Includes: Uninterrupted Power Service (UPS), building, HVAC, and environmental monitoring.


EXHIBIT E

CLARIFICATIONS TO SCOPE

Scope Clarifications associated with Exhibit C, Price Bid Form, Replacement and Upgrades List of Materials Table.

The following clarifications describe the detail for each GDOT Item Code and Description that is included with the price per item as shown:

1 ITEM CODE ITEM DESCRIPTIONN/A Baseline1. Tone wire installation is priced for 1 LF.2. GDOT – Field Inventory and Fiber Management Software Support:Overview –The price quote is in response to GDOT’s ITB for Comprehensive Maintenance for NaviGAtor ITS Devices. This ITB includes the full inventory and implementation of a fiber management solution (FMS) within the first 12 months of this 5 year contract with the FMS software license rolling over to GDOT at conclusion of the contract period. With Byers Engineering being a team member on SERCO’s proposal to GDOT, the following services will be provided in regards to section D of the General Scope of Service or what is known as the baseline.Baseline Services Provided – GPS Survey & Inventory of GDOT fiber optic network infrastructure including: Underground conduit systems for both fiber optics and electrical. Inventory or verification of fiber termination equipment in ITS Cabinets/HUBs/TMC’s and etc. Electrical infrastructure and termination points. Populate all data into the NexusWorx software. Develop and conduct on-site training classes for GDOT. Provide perpetual enterprise license of NexusWorx. Modify NexusWorx to support the baseline requirements. Host GDOT’s deployment of NexusWorx in Byers ASP (Cloud) server environment for contract period. Provide on-going software support and system administration for the contract period. Support consultative efforts for integration of NexusWorx with external systems via Web Service Interface. Provide consulting in development of the on-going data maintenance program. Including process and tool definitions.Assumptions –The following assumptions have been used for purpose of developing the price.1. GDOT will provide directly or access to all existing documentation including but not limited to:

a. PLANET databaseb. Design or As-built plansc. GIS data.d. Fiber Allocation Spreadsheets

2. The fiber optic network is no more than 375 route miles.3. No more than 10% of the fiber routes are outside the Atlanta metro area.4. The inside plant locations (TMC’s, HUTs, Buildings, etc.) requiring inventory are no more than 26.5. The number of end-user training classes are expected to be no more than 2 – 3 Day Editor Classes (5 students per

class).6. Byers will only provide direction and priority regarding splice connectivity verification.7. Byers will not be performing items 2 and 3 in section D.8. NexusWorx License is a perpetual enterprise license allows unlimited use.9. NexusWorx License does not include cost for Oracle-Enterprise Spatial or Oracle Standard-Locator.

Therefore, these will need to be purchased if deployment is moved outside of Byers ASP (Cloud) environment.10. NexusWorx to support extracting graphics out to DGN V7 file to meet CAD export requirement.11. Price does not include;


a. Traffic control, device, equipment or crash-trucks if required to protect workers when accessing vaults within the emergency lane or shoulder inside the guard-rail.

b. The clearing of brush within the right-of-way if required in some areas to access underground access locations.

Cost –NexusWorx via SubscriptionsThe cost outline for this item includes where NexusWorx is acquired via ASP (Cloud) subscriptions for the 5 year contract period. At the end of the period GDOT could continue with the annual subscriptions or purchase perpetual licenses.

Area ItemField Inventory Direct cost for Field Inventory.Data Encoding Migration, Loading or Encoding of facilities.PMO Process Planning & Project Management.Consulting Process, Interfaces, etc.Software Subscriptions NexusWorx Starter Pack-B

2 Named Editors1 Maintainer (Concurrent)3 Viewers (Concurrent)

Software Setup and Configuration Cost of initial ASAP setup and basic configuration.Google Map Page Views 70,000 views per yearTraining

Alternate Cost outline for consideration and negotiation:Area Item

Field Inventory Direct cost for Field Inventory.Data Encoding Migration, Loading or Encoding of facilities.PMO Process Planning & Project Management.Consulting Process, Interfaces, etc.Software License Perpetual Enterprise License.Software Maintenance License * .2 * 5 years.Software Hosting fees Hosting fees, Google Maps. * 5 years.Training

2 ITEM CODE ITEM DESCRIPTION936-1001 CCTV System, Type BVL-FDP7CS-3GD06 - Because GDOT QPL has recently allowed non-pressurized cameras to be listed as Type B specification compliant, this unit is a non-pressurized Type B CCTV camera.

3ITEM CODE ITEM DESCRIPTION631-0001 Permanent Changeable Message Sign, Permanent

3 Line Matrix, TP 1 * * * Requires Special Provision * * *

VF-2420-27x75-66-A/Character requirements assumed per 631 Special Provisions revised in Feb 2014/no traffic cabinet included.

Price includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement officials for traffic control. Price does not include installation on an existing structure.


3 Line Matrix, TP 2 * * * Requires Special Provision * * *

3-lines of 16 characters per line12-inch characters 1.75 pitchFront access27x96 configurationPrice includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement


officials for traffic control. Price does not include installation on an existing structure.Pre-Installation, Commissioning and Training:- Any additional time and travel due to unexpected delays at DMS job-site or resulting from customer actions will be

billed separately.- DMS Job-Site must be ready when Adaptive personnel arrive to do say commissioning and training. Delays will be

billed at $125.00 per hour.- Pre-Install Testing must be performed in one site visit, if additional site visits are required travel will be billed

separately.- Commissioning must be performed in one site visit, if an additional site visit is required travel will be billed

separately.- On-site security to be provided as needed by the customer during service at no charge to Adaptive.- Adaptive must have full access to the DMS at no additional charges for PIT, Commissioning, Warranty Work,

Testing and Support.The following items are excluded unless listed in the proposal from the quotation:- DMS - mounting hardware (bolts, nuts, washers, shims, etc.)- DMS - mounting I-Beams, Z-Brackets and U-Brackets.- DMS - supply and termination of power and communication cable, including Cat-5 cables, RS422, Fiber and

conduits.- DMS - support structure, structure footings, platform access and ladders.- DMS - ground cabinet, pole controller cabinet, mounting pad and installation.- DMS - access to traffic control (lane closures) for installation, (PIT), commissioning, testing, warranty and

maintenance issues.- DMS - providing equipment required (including bucket truck) on-site to access sign for installation, PIT,

commissioning, testing, warranty and maintenance issues.- DMS - communications Modems (Media Converters) or fiber patch panels, fiber-cable, RS-232, etc.- DMS - laptop, desktop computers, printers, or any other electronic device.- DMS - electrical and communication start-ups (commissioning fees).- DMS - payment/performance bonds and permits.- DMS - off loading from delivery truck and installation to structure.- DMS - PE calculations, certifications, stamping and scales are not included.- DMS - source code, intellectual property rights are not included.- DMS - travel cost for DOT or GC personnel for any FAT or Training session and any other additional FAT costs.- DMS - Taxes, Duties, Value-Added Tax (VAT) and Insurance (if applicable).- Without a formal submittal being provided with this quotation, if there is any item that Adaptive is not compliant with

in regard to project specifications, a change order will result with additional billing to cover costs associated with any changes made to Adaptive’s standard product to meet final specifications.


1 Line Matrix, TP * * * Requires Special Provision * * *

CMS 1 Line Matrix: 1 line of 15characters, 18”, front accessPrice includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement officials for traffic control. Price does not include installation on an existing structure.

Notes/Items Included:1. All equipment includes shipping, FOB contractor’s yard or project staging area.2. DMS comes complete with horizontal Z-bars for mounting purposes and shall be ready for installation, hook-up and

testing.


3. Each DMS is provided with one NTCIP compliant local sign controller, to be located at nearest equipment hub cabinet (cabinet by others).

4. NTCIP LedMaster maintenance software is included.5. All submittal & final documentation and testing is included.6. Ledstar will provide, as required, technical personnel to assist with commissioning of the equipment we provide.7. Ledstar will provide factory support during the required warranty period. This will include repair or replacement of

defective components, software deficiencies, and technical support via telephone.THE FOLLOWING WORK IS NOT INCLUDED:1. Unless specified above, DMS field cabinet (if required) is by others.2. Installation of DMS and field controller cabinet including mounting hardware (nuts, bolts, washers, vertical stringers

and the like).3. Travel cost for DOT personnel are not included if factory test is required.4. Provision and installation of AC power to DMS controller and DMS, including suitable grounding.5. Provision and Installation of DMS data or power cable.6. Provision of communication service and communication modems to DMS.7. Physical access to equipment during testing, commissioning, and warranty period, including bucket trucks and traffic

control as required.8. Applicable taxes. Any applicable taxes shall be added to invoice unless contractor has previously provided Ledstar

with exemption certificates.9. Unloading of equipment.10. Spare parts are not specified and therefore are not included but are available for purchase at the unit prices given

above.11. Field service beyond testing, commissioning, and integration.

6 ITEM CODE ITEM DESCRIPTION631-0011 Permanent Changeable Message Sign, Permanent

Full Matrix, TP 1 * * * Requires Special Provision * * *

3-lines of 12 characters per line12-inch characters 1.75 pitchFront access27x72 configurationPrice includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement officials for traffic control. Price does not include installation on an existing structure.Pre-Installation, Commissioning and Training:- Any additional time and travel due to unexpected delays at DMS job-site or resulting from customer actions will be

billed separately.- DMS Job-Site must be ready when Adaptive personnel arrive to do say commissioning and training. Delays will be

billed at $125.00 per hour.- Pre-Install Testing must be performed in one site visit, if additional site visits are required travel will be billed

separately.- Commissioning must be performed in one site visit, if an additional site visit is required travel will be billed

separately.- On-site security to be provided as needed by the customer during service at no charge to Adaptive.- Adaptive must have full access to the DMS at no additional charges for PIT, Commissioning, Warranty Work,

Testing and Support.The following items are excluded unless listed in the proposal from the quotation:- DMS - mounting hardware (bolts, nuts, washers, shims, etc.).- DMS - mounting I-Beams, Z-Brackets and U-Brackets.- DMS - supply and termination of power and communication cable, including Cat-5 cables, RS422, Fiber and

conduits.


- DMS - support structure, structure footings, platform access and ladders.- DMS - ground cabinet, pole controller cabinet, mounting pad and installation.- DMS - access to traffic control (lane closures) for installation, (PIT), commissioning, testing, warranty and

maintenance issues.- DMS - providing equipment required (including bucket truck) on-site to access sign for installation, PIT,

commissioning, testing, warranty and maintenance issues.- DMS - communications Modems (Media Converters) or fiber patch panels, fiber-cable, RS-232, etc.- DMS - laptop, desktop computers, printers, or any other electronic device.- DMS - electrical and communication start-ups (commissioning fees).- DMS - payment/performance bonds and permits.- DMS - off loading from delivery truck and installation to structure.- DMS - PE calculations, certifications, stamping and scales are not included.- DMS - source code, intellectual property rights are not included.- DMS - travel cost for DOT or GC personnel for any FAT or Training session and any other additional FAT costs.- DMS - Taxes, Duties, Value-Added Tax (VAT) and Insurance (if applicable).- Without a formal submittal being provided with this quotation, if there is any item that Adaptive is not compliant with

in regard to project specifications, a change order will result with additional billing to cover costs associated with any changes made to Adaptive’s standard product to meet final specifications.

7 ITEM CODE ITEM DESCRIPTION631-2343 LED Pixel CMS, Non-Walk-In, 3 X 15, 18 In, Type B

* * * Requires Special Provision * * *LED Pixel CMS 3x15: 27x90pixel full matrix, 18”, amber, front accessPrice includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement officials for traffic control. Price does not include installation on an existing structure.Notes/Items Included:1. All equipment includes shipping, FOB contractor’s yard or project staging area.2. DMS comes complete with horizontal Z-bars for mounting purposes and shall be ready for installation, hook-up and

testing.3. Each DMS is provided with one NTCIP compliant local sign controller, to be located at nearest equipment hub cabinet

(cabinet by others).4. NTCIP LedMaster maintenance software is included.5. All submittal & final documentation and testing is included.6. Ledstar will provide, as required, technical personnel to assist with commissioning of the equipment we provide.7. Ledstar will provide factory support during the required warranty period. This will include repair or replacement of

defective components, software deficiencies, and technical support via telephone.THE FOLLOWING WORK IS NOT INCLUDED:1. Unless specified above, DMS field cabinet (if required) is by others.2. Installation of DMS and field controller cabinet including mounting hardware (nuts, bolts, washers, vertical stringers

and the like).3. Travel cost for DOT personnel are not included if factory test is required.4. Provision and installation of AC power to DMS controller and DMS, including suitable grounding.5. Provision and Installation of DMS data or power cable.6. Provision of communication service and communication modems to DMS.7. Physical access to equipment during testing, commissioning, and warranty period, including bucket trucks and traffic

control as required.8. Applicable taxes. Any applicable taxes shall be added to invoice unless contractor has previously provided Ledstar

with exemption certificates.


9. Unloading of equipment.10. Spare parts are not specified and therefore are not included but are available for purchase at the unit prices given

above.11. Field service beyond testing, commissioning, and integration.

8 ITEM CODE ITEM DESCRIPTION631-2463 LED Pixel CMS, walk in, 3 X 21, 18", Type BVF-2420-27x75-66-A/Character requirements assumed per 631 Special Provisions revised in Feb 2014/no traffic cabinet included

Price includes one single interstate lane closure. Double, triple, quadruple lane closures or pacing of traffic would have to be priced separately along with any additional single lane closures. Price does not include the cost of law enforcement officials for traffic control. Price does not include installation on an existing structure.

9 ITEM CODE ITEM DESCRIPTION638-1001 STR Support For Overhead Sign, TP I , STA CMS Type 1 Overhead 100.00 (DSA 172 SF)Price good on delivery prior to 12/31/15, after which add 1% per month for escalation.Price includes: Anchor Bolts, Sign Hangers & Footing Designs.Price does not include lane closure or traffic control.Above prices based upon following design criteria:1. 1994 AASHTO Specs2. 90 MPH Wind Zone3. Maximum spans and design sign area (DSA) as shown above.Note: Weight of DMS not to exceed 1660 lbs. Structure is designed for front access DMS, no Walkway is included in price.

10 ITEM CODE ITEM DESCRIPTION999-3600 Tubular Extension, 30’GA Camera pole GA Camera Pole w/U-Bolts. The price is only for the pole and u-bolts to attach to existing structures, but does not include the review of any existing structures.

11 ITEM CODE ITEM DESCRIPTION682-7062 Conduit Duct Bank, Type 3Price does not include survey, engineering or design of proposed alignment. Price is for conduit bored. No roadway cutting or patching included.

12 ITEM CODE ITEM DESCRIPTION939-6000 HUB Uninterruptible Power Supply

* * * Requires Special Provision * * *Per GDOT Special Provision NAV01-053 Rev.26.0; UPS does not include Ethernet Comm Module (SNMP)

13 ITEM ITEM DESCRIPTION939-2300 Field Switch, Type APer 2013 GDOT Spec; includes SFP Modules (10km), fiber jumpers, cat6(5') cable

14 ITEM ITEM DESCRIPTIONVSLS Daily Maintenance VSLS Replacement PriceVSLS Sign Assy Complete - AC POWER only. Does not include Solar powered assembly.

15 ITEM ITEM DESCRIPTIONCMS Replacements1. Considering the cost savings provided the Department during our CMS replacement/upgrades within the current

contract by reutilizing the existing CMS structures, we assume the ability to reutilize a portion of said structures providing they pass inspection and approval from GDOT’s Bridge and Structure Department.

2. Provided most of the obsolete CMSs within the Greater Atlanta Area have been recently replaced we assume, and priced, that the majority of the replacements will be outside the Greater Atlanta Area.

16 ITEM ITEM DESCRIPTIONCCTV Replacements


Considering most of the obsolete CCTV’s in the Greater Atlanta Area have been replaced we assume, and priced, that the majority of the CCTV replacements will be outside the Greater Atlanta Area.

17ITEM ITEM DESCRIPTIONRoad Weather Information Systems (RWIS)Since the RWIS was removed from the replacement section of the bid form we assume that the Department has made other arrangements to have the replacements and refurbishment of non-operational RWIS sites will be completed by a third party and therefore we assume incurring no liquidated damages or performance penalties until said sites are accepted by Serco for maintenance.


APPENDIX A

CERTIFICATION OF DEPARTMENT OF TRANSPORTATIONSTATE OF GEORGIA

I hereby certify that I am the Commissioner of the Department of Transportation of the State of Georgia, and that the above consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this Agreement to:

(a) employ or retain, or agree to employ or retain, any firm or person, or

(b) pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind, except as here expressly stated (if any).

I acknowledge that this certificate is to be furnished to the Federal Highway Administration, U.S. Department of Transportation, in connection with this Agreement involving participation of Federal-aid Highway Funds, and is subject to applicable State and Federal Laws, both criminal and civil.

Signature


APPENDIX B

CERTIFICATION OF CONSULTANT

I hereby certify that I am the _______________________ and authorized representative of the firm of Serco Inc., whose address is 1818 Library Street, Suite 1000, Reston, Virginia 20190 and that neither I nor the above firm I hereby represent has:

(a) employed or retained for a commission, percentage, brokerage contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above Consultant) to solicit or secure this Agreement;

(b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the agreement; or

(c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above Consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the agreement; except as here expressly stated (if any):

I acknowledge that this certificate is to be furnished to the Department of Transportation and the Federal Highway Administration, U. S. Department of Transportation, in connection with this Agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal Laws, both criminal and civil.

Date Signature of Authorized Representative

Type or Print Name


APPENDIX C

CERTIFICATION OF CONSULTANTDRUG FREE WORKPLACE

I hereby certify that I am the _______________________ and authorized representative of the firm of Serco Inc., whose address is 1818 Library Street, Suite 1000, Reston, Virginia 20190, and it is also certified that:

(1) The provisions of O.C.G.A. § 50-24-1 through § 50-24-6, relating to the "Drug-Free Workplace Act" have been complied with in full; and

(2) A drug-free workplace will be provided for the Consultant's employees during the performance of the contract; and

(3) Each sub-consultant hired by the Consultant shall be required to ensure that the sub-consultant's employees are provided a drug-free workplace. The Consultant shall secure from that sub-consultant the following written certification: "As part of the subcontracting agreement with “Primary Consultant”, the “Subconsultant” certifies that a drug-free workplace will be provided for the sub-consultant's employees during the performance of this contract pursuant to paragraph (7) of subsection (b) of the O.C.G.A. § 50-24-3"; and

(4) It is certified that the undersigned will not engage in unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of the contract.



APPENDIX D

INSTRUCTIONS AND CERTIFICATION OF PRIMARY CONSULTANTREGARDING DEBARMENT, SUSPENSION AND

OTHER RESPONSIBILITY MATTERS

Instructions for Certification

Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions (Consultant’s)

1. By signing and submitting this contract the Consultant is providing the certification as set herein.

2. The inability of the Consultant to provide the certification required may not necessarily result in denial of participation in this covered transaction. The Consultant shall then submit an explanation of why it cannot provide the certification. The certification or explanation will be considered in connection with the Department's determination whether to enter into this transaction. However, failure of the Consultant to furnish a certification or an explanation shall disqualify such person or firm from participation in this transaction.

3. The certification is a material representation of fact upon which reliance is placed by the Department before entering into this transaction. If it is later determined that the Consultant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department may terminate this transaction for cause of default.

4. The Consultant shall provide immediate written notice to the Department if at any time the Consultant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in these instructions and the certification, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the Department for assistance in obtaining a copy of those regulations.

6. The Consultant agrees by submitting this proposal/ contract that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person/firm who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction unless authorized by the Department.

7. The Consultant further agrees by submitting this proposal/contract that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," as provided by the Department without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

8. A Consultant, in a covered transaction may rely upon a certification of a prospective participant in lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless he knows that the certification is erroneous. The Consultant may decide the method and frequency by which it determines the eligibility of its principals.

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by these instructions. The knowledge and information of the Consultant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph 6 of these instructions, if the Consultant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction in addition to other remedies available to the Federal Government, the Georgia Department of Transportation may terminate this transaction for cause or default.


APPENDIX D

CERTIFICATION

I hereby certify that I am the __________________________ and authorized representative of the firm of Serco Inc., whose address is 1818 Library Street, Suite 1000, Reston, Virginia 20190, and I certify that I have read and understood the attached instructions and that to the best of my knowledge and belief the firm and its representatives:

(a) Are not presently, debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by the Georgia Department of Transportation or other state agencies and by any Federal department or agency;

(b) Have not within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against the firm or its representatives, agents, and/or employees for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or Local) transaction or contract under a public transaction in violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and

(d) Have not within a three-year period preceding this Agreement had one or more public transactions (Federal, State or Local) terminated for cause or default.

(e) That the firm will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as attached hereto and without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

I acknowledge that this certification is provided pursuant to Executive Order 12459 and 49 CFR Part 29 and that this firm agrees to abide by the rules and conditions set forth therein for any misrepresentation that would render this certification erroneous, including termination of this Agreement and other remedies available to the Georgia Department of Transportation and Federal Government.

I further acknowledge that this certificate is to be furnished to the Georgia Department of Transportation, in connection with this Agreement involving participation of Federal- Aid Highway Funds, and is subject to applicable State and Federal laws, both criminal and civil.

Signature of Authorized Representative

Type or Printed Name

Date


APPENDIX E

INSTRUCTIONS AND CERTIFICATION OF LOWER TIER CONSULTANTREGARDING DEBARMENT, SUSPENSION,

INELIGIBILITY AND VOLUNTARY EXCLUSION

Instructions for Certification

This certification applies to sub-consultants, material suppliers, vendors and other lower tier participants.

By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

1. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

2. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

3. The terms “covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

4. The prospective lower tier participant agrees by submitting this proposal that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated.

5. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. A participant in a covered transaction may rely upon a certification of a prospective participant in lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List.

7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under paragraph 5 of these instructions, if the participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction in addition to other remedies available to the Federal Government, the department or agency may pursue available remedies, including suspension and/or debarment.


APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of World Fiber Technology, Inc., whose address is 5665 Shirlee Industrial Way, Alpharetta, GA 30004, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:

Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by the Primary Consultant, Georgia Department of Transportation or by any Federal department or agency.


I further acknowledge that this certificate is to be furnished to the Georgia Department of Transportation, in connection with the Prime Consultant Agreement involving the participation of Federal-Aid Highway Funds, and is subject to applicable State and Federal laws, both criminal and civil.


Typed or Printed Name


APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Arcadis U.S., Inc. whose address is 2410 Paces Ferry Road, Suite 400, Atlanta, Georgia 30339, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Brooks-Berry-Haynie & Assoc., Inc. whose address is 600 Discovery Place, Mableton, GA 30126, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Carlson Construction Services, LLC, whose address is PO Box 669547, Marietta, GA 30066, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of URS Corporation, whose address is 1000 Abernathy Rd., NE Suite 900, Atlanta, GA 30328, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of SOUTHEASTERN ENGINEERING, INC., whose address is 2470 Sandy Plains Rd., Marietta, GA 30066, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Byers Engineering Company, whose address is 6285 Barfield Road, Atlanta, GA 30328, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Martin-Robbins Co.,, Inc., whose address is 2025 Westside Ct., Snellville, GA 30078, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of AAA Signs and Safety Products, Inc., whose address is 7810 North Main Street, Jonesboro, GA 30236, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Sunbelt Structures, Inc., whose address is 4635 North Royal Atlanta Drive, Tucker, GA 30084, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Imaginative Services Group LLC, whose address is 205 Oakcrest Drive, Sharpsburg, GA 30277, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX E

CERTIFICATION

I hereby certify that I am the _________________ and authorized representative of the firm of Ace Tree Surgery, Inc., whose address is 3799 Sander Sr. Marietta, GA 30008, and I certify that I have read and understand the attached instructions and that to the best of my knowledge and belief the firm and its representatives:







APPENDIX F

PRIME CONSULTANT’S WORK AUTHORIZATION CERTIFICATION

Pursuant to O.C.G.A. § 13-10-91, all qualifying consultants and sub-consultants performing work within the State of Georgia on a contract with a public employer must register and participate in a federal work authorization program. Prime consultants may participate in any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (“IRCA”).

The date by which a prime consultant must register and participate in a qualifying federal work authorization program depends on the number of employees in the prime consultant’s company. If the prime consultant’s company has 500 or more employees, it is required to register and participate in a qualifying federal work authorization program by July 1, 2007. If the prime consultant’s company has 100 or more employees, it is required to register for and participate in a qualifying federal work authorization program by July 1, 2008. If the prime consultant’s company has 99 employees or fewer, it is required to register for and participate in a qualifying federal work authorization program by July 1, 2009.

Certify compliance with O.C.G.A. § 13-10-91 by checking the appropriate line below:

_____ The undersigned has registered for and is participating in a qualifying federal work authorization program;or,_____ The undersigned is not required to register for or participate in a qualifying federal work authorization program

at this time. But, if the undersigned becomes a qualifying prime consultant in the future, the undersigned agrees to register for and participate in a qualifying federal work authorization program.

The undersigned further agrees that, should it employ or contract with any sub-consultant(s) in connection with the physical performance of services within this state pursuant to this contract with a public employer, the undersigned will secure from such sub-consultant(s) a verification of compliance with O.C.G.A. § 13-10-91 using the form “Sub-consultant’s Work Authorization Certification” or a substantially similar form. The undersigned will maintain records of compliance and provide a copy of each sub-consultant’s verification to the public employer at the time the sub-consultant is retained to perform such service.

__________________________________ ___________________________________BY: Authorized Officer or Agent Date

_________________________________ ___________________________________Title of Authorized Officer or Agent Basic Pilot User Identification Number(if applicable)

_____________________________Printed Name of Authorized Officeror Agent

With express authority on behalf of:

_________________________________Printed Name of Prime Consultant

SUBSCRIBED AND SWORNBEFORE ME ON THIS THE

______ DAY OF ___________, 2015.

_________________________________Notary Public

My Commission Expires: ___________


APPENDIX G

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION

The Consultant agrees that it will strive to subcontract at least fifteen percent (15%) of the total dollar value of this contract to a Disadvantaged Business Enterprise. A "Disadvantaged Business Enterprise" (DBE) is a small business concern, as defined pursuant to Section 3 of the Small Business Act and implementing regulations, which is owned and controlled by one or more Disadvantaged or women. Owned and controlled means a business:

A. Which is at least fifty-one percent (51%) owned by one or more Disadvantaged or women, or in the case of a publicly owned business, has at least fifty-one (51%) of the stock owned by one or more Disadvantaged or women; and

B. Whose management and daily business operations are controlled by one or more such individuals.


Type or Printed Name


APPENDIX H

CONSULTANT CERTIFICATION FOR PROMPT PAYMENT OF SUBCONSULTANTS

Along with each request for progress payments, the Consultant shall furnish the following certification, or payment will not be made.

I hereby certify, to the best of my knowledge and belief, that --

(1) The amounts requested are only for performance in accordance with the specifications, terms, and conditions of the contract;

(2) All payments due to sub-consultant(s) for satisfactory performance of their contract from previous payments received under the contract between GDOT and the Consultant have been made, and it is agreed that payments will be made within ten (10) calendar days from the proceeds of the payment covered by this certification to the sub-consultant(s).

(3) This request for progress payments does not include any amounts which the prime consultant intends to withhold or retain from a sub-consultant in accordance with the terms and conditions of the subcontract; and

(4) This certification is not to be construed as final acceptance of a sub-consultant’s performance.

_________________________________________(Company Name)

_________________________________________(Name and Title of Company Representative)

_________________________________________(Date)


Appendix IGEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT AFFIDAVIT

Contract No. and Name:

Comprehensive Maintenance Of Navigator Its Devices

Consultant’s Name: Serco Inc.

STATE OF GEORGIACONSULTANT AFFIDAVIT

By executing this affidavit, the undersigned Consultant verifies its compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with the Georgia Department of Transportation has registered with and is participating in a federal work authorization program*, in accordance with the applicability provisions and deadlines established in O.C.G.A. 13-10-91.

The undersigned further agrees that, should it employ or contract with any subconsultant(s) in connection with the physical performance of services pursuant to this contract with the Georgia Department of Transportation, Consultant will secure from such subconsultant(s) similar verification of compliance with O.C.G.A. § 13-10-91 on the Subconsultant Affidavit provided in Rule 300-10-01-.08 or a substantially similar form. Consultant further agrees to maintain records of such compliance and provide a copy of each such verification to the Georgia Department of Transportation at the time the subconsultant(s) is retained to perform such service.

_______________________________________ ___________________________EEV / E-VerifyTM User Identification Number Date of Authorization

_______________________________________ ___________________________BY: Authorized Officer or Agent Date(Contractor Name)

_______________________________________Title of Authorized Officer or Agent of Consultant

_______________________________________Printed Name of Authorized Officer or Agent


_____ DAY OF ______________________, 2015

________________________________________ [NOTARY SEAL]Notary Public

My Commission Expires: ___________________

*any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603





Consultant’s Name: World Fiber Technologies, Inc.









_____ DAY OF ______________________, 2015








Consultant’s Name: ARCADIS US









_____ DAY OF ______________________, 2015








Consultant’s Name: Brooks-Berry-Haynie & Assoc., Inc.









_____ DAY OF ______________________, 2015








Consultant’s Name: Carlson Construction Services, LLC









_____ DAY OF ______________________, 2015








Consultant’s Name: URS Corporation









_____ DAY OF ______________________, 2015








Consultant’s Name: SOUTHEASTEARN ENGINEERING, INC.









_____ DAY OF ______________________, 2015








Consultant’s Name: Byers Engineering Company









_____ DAY OF ______________________, 2015








Consultant’s Name: Martin-Robbins Fence Co., Inc.









_____ DAY OF ______________________, 2015








Consultant’s Name: AAA Signs & Safety Products, Inc.









_____ DAY OF ______________________, 2015








Consultant’s Name: Sunbelt Structures, Inc.









_____ DAY OF ______________________, 2015








Consultant’s Name: Imaginative Services Group, LLC









_____ DAY OF ______________________, 2015








Consultant’s Name: Ace Tree Surgery, Inc.









_____ DAY OF ______________________, 2015





sponsorship agreement - mydocs - publically...

Documents