HomeMy WebLinkAboutCC Resolution 13644 (Credit Card Meters; IPS Group)CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLUTION NO. 13644
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AWARDING
A CONTRACT TO IPS GROUP FOR CREDIT CARD METERS/SENSORS
WHEREAS, The City of San Rafael currently operates and shall continue to operate
metered on -street parking within the City; and
WHEREAS, Section 2.55.190 of the San Rafael Municipal Code requires the City Council
to authorize the purchase of equipment or services by competitive negotiation; and
WHEREAS, a request for proposal was issued for the purpose of soliciting bids for the
purchase and installation of credit card meters/sensors; and
WHEREAS, Staff reviewed all proposals submitted as required in the request for
proposals and determined that IPS Group ranked first with respect to the criteria listed in
the RFP.
NOW, THEREFORE BE IT RESOLVED, that the SAN RAFAEL CITY COUNCIL hereby
authorizes the City Manager to execute a contract with IPS Group for the purchase of
credit card parking meters and sensors.
I, ESTHER BEIRNE, City Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a regular
meeting of the City Council held on the 18th day of November 2013, by the following
vote, to wit:
AYES: COUNCILMEMBERS: Colin, Connolly, Heller, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
-er -.r.
ESTHER C. BEIRNE, City Clerk
0
AGREEMENT FOR PURCHASE OF PARKING METER EQUIPMENT
This Agreement is made and entered into this day of 2014,
by and between the CITYOr, SAN RAFAEL (hereinafter "CITY"), and IPS Group, hic., a
Pennsylvania corporation authorized to do and doing business in California (hereirtafter
"CONTRACTOR").
RECITALS
'WHEREAS, CITY wishes to upgrade existing parking meters within the CITY and issued
a Request for Proposals dated Anie 10.2013 to obtain bids for credit card capable parking meters,
parking sensors, and an accompanying data management system; and
WHEREAS, CONTRACTOR submitted an acceptable bid for the desired products; and
WHEREAS, CITY and CONTRACTOR entered. into an Agreement, dated October 25,
2013, for the purchase of sixty (60) parking meters as a test program;
WHEREAS, CITY has been satisfied with the operation of the sixty (60) parking meters
purchased and installed under the test program, and now desires to proceed with the purchase
additional parking meters from CONTRACTOR according to the terms and conditions of this
Agreement;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follolvVIS:
PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all purposes
under this Agreement. The Parking Services Manager is hereby designated the PROJ14CIT
MANA(T'ER for the CffY, and said PROJECT MANA(3ER shall supervise all aspe=cts of the
_progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT MANAGER
to have overall responsibility for the progress and implementation of this Agreement for
CONTRACTOR, Steven Smeenge is hereby designated as the PROJECT MANAGER for
CONTRAC'TOR. Should cii-oitaistances or conditions subsequent to the execution of this
Agrocnient require a substitute PROJECT IMANACTIR, 14r =y reason, the CONTRACTOR s1rdil
nofi�, fl)c CITY within ten (10) bwiness (lays of the substitution.
1 Dt-j.jJES,.QF CONTRACTOR.
A, CONTRACTOR shall ship acrd install up to nine bundrcd and forty (940)
additional riew, firth' -tested M(Ael M5 parld-ng meters and related equipment as specified in the
"Quote" dated 10/14/13 attached hereto as Exhibit "A" acrd incoqxnated herein by reference, Lipon
the direction of the PROJECT MANAGER.
B. Coordinated installation of all parking meter equipment will take place according
to a pre -defined deployment plan created by CITY and CONTRACTOR, during standard
business hours, and will be based on mutual agreement of staffing, dates, and locations. CITY
staff, in conjunction with CONTRACTOR staff, will inspect parking meter equipment
following installation to ensure proper installation and. operation, Unless otherwise notified in
writing, system acceptance will take place at the time of installation of the parking meter
equipment and CITY's confirmation of satisfactory operation of such equipment,
C. CONTRACTOR shall provide all current manuals for the parking meter
equipment, and shall provide all manuals for any future upgraded or new services.
CONTRACTOR shall provide initial on-site training, and local on-site support during the
warranty period,
D. CONTRACTOR shall provide a full 12 -month warranty on all instalted
equipment as described in Exhibit "B", IPS Limited Warranty, attached hereto and incorporated
herein by reference,
E. CONTRACTOR shall bear risk of loss of the parking meter equipment,
including any damage sustained during transportation to the delivery site. Transfer of title to
parking meter equipment, and otherwise risk of loss, shall pass to CITY upon delivery.
3. DUTIES -OF CITY.
CITY shall pay the compensation as ,provided in Paragraph 4, and perform the duties as,
IbIlows:
A, CITY, at its own cost and cNpeuso, shall keep the equipment in good ropair,
condition and working order. CITY will also notify CONTRACTOR of any need for wvarranty
re
pair work and will coordinate the reftirn process with CONTRACTOR,
B. CITY shall be solely responsible for meter posts and housings, ine'luding keeping
nicter posts, keys locks and housings in good working order mid in compliance with all
applicable laws,
C. CITY shall use the parking meter equipment in the proper manner and shall
comply, with. and conform to all national, state, and local laws sand regulations in any way relating
to the possession, use or maintcuance of the equipment.,
4. QQNIPE�NSATIQN,
to lull payment for the equipixtent aml w.rviccs provided hereunder by C(:ONTRACTOR,
CITY -,hall pay CONTRACTOR a suns not to exceed, $750,000, as detailed in F.xliibit "'A,"
Ix,yable Lipari acceptance of the parking meter equipaient 1sy CITYas descrif)ed in,13'ectior 21.13. of
this Agreement.
S. Documwrs PART OF AGREEMENT.
If needed in interpreting the terms of this Agieernent, reference shall be made to the
following documents, incorporated herein by reference:
A. The RFP with Appendices issued by CITY dated June 10, 2013, and any addenda as
issued by CITY prior to the opening of proposals on July 12, 2013.
B. CONTRACTOR'S 12FP Submission dated July 11, 2013 and CONTRACTOR'S
BAFO dated August 20, 2013.
6, TERMINK110N.
A. If either CITY or CONTRACTOR violates any material term or condition of
this Agreement or fails to fulfill in a timely and proper manner its obligations under this
Agreement, then the aggrieved party will give the other party (the "responsible party") written
notice of such failure or violation. The responsible party will correct the violation or. I-Wlure
within 30 calendar days or as otherwise mutually agreed. If the failure or violation is not
corrected, this Agreement may be terminated immediately by written notice from the aggrieved
party. The option to terminate will be at the sole discretion of the aggrieved party.
B. When. it is in the best interest of CITY, CITY may terminate this Agreement, in
whole or in part, by providing 30 calendar days' written notice to CONTRACTOR prior to the
effective date of termination. Upon teii-nination, CITY shall be liable for outstanding, undisputed
payments required by the terms of this Agreement for goods received by CITY.
7. INSURANCE.
A. During the term of this Agreement, CONTRACTOR sball maintain, at no expense
to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million ($1,000,000) dollars per occurrence J.or death, bodily injury, personal inji.try, or property
damage.
2. An automobile liability (ovyned, non -owned, and hired vehicles) insurance
policy in die minimurn aw ou tit ofone millioi) ($1,,000,000-) dollars per occurrence,
3. If ary ficenstA professional pej•fbiriis any of the services required to be
poil'On.,i)ed under t€ -is Agreement, a profossio'nal likability insurance policy in the winim.um. an-lount
of one million $1,000,000) dollars to cover any claims arising cut of the CONTRACTOR's
per.,lbnnance of services under this Ap�-eemejif,
13. 'Fhe ilisurance Coverage re,(juircd of the CONT11AC"FOR by section 7. A. Sb all also
meet the following requirements:
r5
I , The insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution.
2. Except for professional liability insurance, the insurance policies shall be
endorsed for contractual liability and personal injury.
3. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additionally named insureds under the policies.
4. CUNTRACTOR shall, provide to City's Risk Manager, (a) Certificates of
Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming
CITY, its officers, agents, employees, and volunteers, as additional named insureds under the
policies.
5. The insurance policies shall provide that the insurance carrier shall not
cancel, terminatQ or otherwise modify the terms and conditions of said insurance policies except
upon ten (10) days written notice to City's Risk Manager.
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years.
7. 'J.'he insurance; policies shall provide for a retroactive (late of placement
coinciding with the effective date of this Agreement,
8. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
G If it employs any person, CONTRACTOR shall Tnaillt8ill workers compensation
and employer's liability insurance, as required by the, State Labor ("ode and other applicable laws
and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability
for injuries to C0NT1U(.3.'0R's officers and employees.
D. Any deductibles or self-insuredretentiorts in CONTRAcrows it).surance policies
must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's
option, the deductibles or self-insured retentions withh respect to CITY shall be reduced or
e1hrunated to CITY's satisfaction, or CON17RAC'FOR, shall pi°ocurc a bond guaranteeing payment
of osses and. related investigations, claimsadininistration, attorney's fees and defense expenses.
8. INDENNIFICATION,
CONTRACTOR shall incleinnify, release, defend and hold harmless CITY, its officers,
and ernployees, against any claire, loss, liability or expetisc of any kind.,
includii-rig LIttOrn0y'S fees, �IrBlllg OUt Of' or resulthig in any way, in whole or in part, ftom any acts
or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers,
agents and employees in the performaiiee of their duties and obligations tinder this Agreement.
9. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
10. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state =d local laws,
ordinances, codes and regulations, in the performance of its duties and obligations tinder this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all darnages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
11, NO T1JIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
12, NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by txrsonal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or
if mailed, upon. the date of deposit with the United States Postal Service. 'Notice shall be given as
follows:
TO CITY: Jim Mybers, Parking Services Director
(,'ity of San Ralkl
P.O. Box 151560
San Rafael, ("A 949 1 5-1 560
TO CONTRACTOR: IPS Group, Inc.
560J Oberlin Dr., Suite, 100
San Diego, CA 92 121
Ailri: Chad Randall. ('00
13. INDEPENDENT CONTRACFOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees he that of an Independent Contractor and not
that of an employee of CITY.
14, ENTIRE AGREEM1.TNT --,AMENDMENTS,
A. The term-, and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY,
C. No other agreement, promise or statement, written or oral, relating to the sul?ject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment, to this Agreement signed by the CONTRACTOR and the CITY.
El. If any conflicts arise between the terins and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreemeritsball control,
I.S. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct From any payment due to
CONTRACTOR under this Agreement, any wonies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
16. WAIYI.16.
The waiver by either party of any breach or violation of any terra, covrmajit or condition of
this Agi.-couient, or of any ordinance. Law or regulation, shall not be deemed to be a waiver of any
other teen, covenant, condition, ordinance, law or regulaflon, or of any %ibscqucnt breach or
violation of the same or other torrn.. Condition, ordiiuince, law or rogulation, `J he
subsequent acceptance by either pally of any fee, perfoiTnance, or other consideration which may
becorne due or oMn�_ under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenaul of this Agreement or any
applicable law. ordinanco, or ngulatioit
17. SEVERABILITY
If any provision in this Agreement subsequently is determined to be invalid, illegal or
unenforceable, that determination shall not affect the validity, legality or cir6brecability of the
remaining provisions stated in any section or sub -section of this Agreement unless that effect is
made impossible by the absence of the omitted provision..
18. INTELLE(71 JAI, PROPERTY AND CONFIDENTIALITY
A. All pre-existing and independently developed intellectual property, and any derivation
thereot', including but not limited to designs, models, inventions, processes, methodologies,
software, associated documentation, software upgrades, modifications and customizations,
copyrightable material and other tangible and intangible materials authored, and
combinations thereof, prepared, created, made, delivered, conceived or reduced to practice,
in whole or in part, by CONTRACTOR and provided to CITY ("Pre -Existing and
Independently Developed IP") will at all times remain the sole and exclusive property of
CONTRACTOR and/or its vendors. Nothing in this Section or elsewhere in this
Agreement shall be construed as assigning, selling, conveying, or otherurise transferring any
ownership rights or title in CONTRACTOR Pre -Existing and Independently Developed
IP.
B. CONTRACTOR hereby grants CITY, including its departments, commissioners, officials,
officers, employees, consultants, and agents (collectively, "CITY') all the rights and
licenses required to use CONTRACTOR'S Equipment and Soft. -are. Such rights and
licenses are non -assignable, non -transferable and non-exclusive, and specific only to use
within CITY.
C. CONTRACTOR understands the nature of public information and the requirement for
CITY to adhere to all rules and laws that apply to requests for ptiblic infinnation, such as
the California Public Records Act, and the like. However, CITY also understands
CONTRACTOR -IS position that its equipment and software contain intellectual property,
copyrights, and trade secrets that do not exist in the public domain. Therefore, CITY agrees
that it shall not knowingly agree, assist, or sell any equipment or allow any third party to
gain. access to equipment, sollware, or documentation provided by CONTRACTOR for the
purposes of reverse engineering or evaluation without the prior written consent of
CONTRACTrOR, or as mandated by judicial order or applicable law. CITY agrees to
provide CONTRACTOR with prompt notice prior to any disclosure required by judicial
order or applicable law. so that COWRACTOR lias an oppoa-unity to obtain a Court orkt.
to limit such disclosure.
1.), CONTRACTOR shall dale nd find hold hatailess ("11TY in any ,wtion brought against
CITY to the extent it is based on a third party clairn that use by CITY of the parking meters
ng and 11 c eildently Developed IP, rovided to
and so,[Nkare, including tli.e 11"re-r-,xi.sti, , I d p p
CTINtinder this Agreenient directly infringes any valid I lnittd States patent, copyriel-t,
tradc secret owned of stich third party. CONTRACTOR shall pay any liabilities, costs,
damages, and expenses (including reasonable attorney's fees) filially awarded against CITY
A
a,
in such- action, provided that CITY notifies CONTRACTOR within fifleeii (15) days of
learning of such claim, and. CITY cooperates: with CONTRACTOR, at
CONTRACTOR's expense, in defending or settling such claim, provided that
CONTRACTOR shall not enter into any settlement or other compromise that materially
Lind adversely affects CITY . without CITY's written. approval, which shall not be
unreasonably witblield.
19. COSTS AND ATTORNEY'S FEES, VENUE.
The prevailing party i -ti any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of dii.s Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action. The
venue :for any such action shall be Marin County, California.
20. CITY BUSINESS L1CFNSF. / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code. CONTRACTOR Shall pay any
and all state and.federal taxes and any other applicable taxes. CITY shall not be required to pay for
any work performed under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
21. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
22, PURCHASES BY OTIMk PUBLIC' AGENCIES.
CONTRACTOR agrees to extend identical prices and services for the equipment
provided to CITY heteunder, under the same terins and conditions specified hereunder, to all
public agencies located in California, without any further competitikre bidding, to the extent
perntitted by law. Each such public agency will execute its own Contract wifli. the
CONTRACTOR for its requirements, funding such purchases out of its own funding Sources.
CITY shall. not incur aaiy financial responsibility in connection with CONTRACTOR's
contracting with such other ptiblic aguncies for such equipment,
IN WITNESS WHEREOF, the parties have e-xceuted this Agreement as oftbe day, month
and ye.11-411-stabove Nvlittefl.
t3
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1`4
V@MP
CITY OF SAN RAFAEL
City ManagerNA14(11rMACKL .
A.'T'f'EST:
l ,STIJER C. BFIRINE, City Clerk
APPROVED AS TO FORM:
ROBEIRTF. T-U)STRUN, City Attorney
p��
IPS GROUP, INC. f"',
'V
By:
CIIAT)'I DALL, COO
1471�
MIDDY
Exhibit "A"
Quote'dated 10/14/13
I A111 1011 1 , . I W
Model M5
60 795-008 795 Meter Mechanism with $475,00 $28,500=
Dome
60 132-002 Completer Top Cover Model M5 $0.00
796
60 RFID tag for Model 795 $0.00
60 Shipping $0.0
Totat Discount
Subtotal $28,500.00
Sales Tax 9% $2,565.00
TWO; i $31,065,00
Quotation prepared by: Lauri Koller
This is a quotation on the goods 17a/77ed, subject to tho conditions noted below., (Describe
-any conditions pertaining to these prices and any additional tornis of the agrewnwiL You
may want 1c) in,,lude confinge"c4es that will affoct the 'quotafloo')
To accej)t this quotatioo, sign here w7d ref4jrn:
Thank you for your business!
fiTefec»mmunicatlonsDate
10114120 f3
J/05 04101611 # U005
the Next Generation in Parking
Fxpkatibn Date 1111412013
IPS Group, Inc
TO City of San Rafaef
5601 Oberlin Drive
Attn: Jim Myhers
San Diego, CA 92121
Phone 868.568.7649
Fax 858,408.3352
Latirl.kelter@ipSgrOLIpinc.com
I A111 1011 1 , . I W
Model M5
60 795-008 795 Meter Mechanism with $475,00 $28,500=
Dome
60 132-002 Completer Top Cover Model M5 $0.00
796
60 RFID tag for Model 795 $0.00
60 Shipping $0.0
Totat Discount
Subtotal $28,500.00
Sales Tax 9% $2,565.00
TWO; i $31,065,00
Quotation prepared by: Lauri Koller
This is a quotation on the goods 17a/77ed, subject to tho conditions noted below., (Describe
-any conditions pertaining to these prices and any additional tornis of the agrewnwiL You
may want 1c) in,,lude confinge"c4es that will affoct the 'quotafloo')
To accej)t this quotatioo, sign here w7d ref4jrn:
Thank you for your business!
a.:?.:
r� �t%p ',;�
�'� b�
'�?i : h.
"MR,
ON
Exhibit "B"
IPS Limited Warn'lTity
Aft 9,
45i
IPS LIMITED WARRANTY
IPS will provide a llrnitcrd warranty for any new meter or sensor product manufactured and
supplied by IPS for 12 months against defects in materials and workmanship from the point of
installation or 15 months from the date of delivery, whichever is sooner, and 90 days ft-orn the,
date of delivery received in the case of spare or repaired products.
Additional Provisions:
• IPS must have the opportunity to assist in the initial deployment and system installation
• Repair or replacement under warranty of any defective product (including any meter or
subcomponent) does not extend the warranty period for that product or subcomponent
IPS will either repair or replace products or SLA)COMpone;nts, of our discretion, that a re
found to be defective within the defined warranty period ,
Returns for credit will only apply once IPS has received defective product (including any
meter or subcomponent) and confirmed that defects were within the warranty period
and are covered under the terms and conditions of the warranty provided,
Exclusions:
Warranty voided with use of imitation or non -genuine IPS replacement parts, un-
authorized alterations, abuse, vandalism, improper handling or general misuse to the
equipment (hardware, or software:;), including attempted repairs that result in damage'.
IPS does not cover defects caused by improper care or use, lack of preventative,
maintenance, and does not warranty any defects due to vandalism or other factors
contained as a part of the Force, Majeure, clause below,
Force Majeure: IPS shall not be liable for any warranty provisions where such product
failwe is as a result of Acts of Nature. (inckidihg fire, flood, earthquake, storm, hurricane
or other natural disaster), war, invasion, act of foreign enernies, hostilities (whether war is
declared or not), civil war, rebellion, revolution, insurrection, mIllitary or usurped power or
confiscation, terrorist activities, nationalization, government sanction, blockage,
embargo, labor dispute, strike, lockout or in"lerrupHon or failure, of elecirilcifY [or cellular
telecommunication failures caused by any of the events or causes described above).
P!,even [a live t0ainterronce (Meters):
• Preventative maintenance Will be., similar to current single-space parking
meters, However, the primary elements will be a working battery, card reader and coin
validator.
• lvletor5 surfaces should be kept cf(,a!i with mild soap (ind water
• The card reader heads should be cleaned with a cleaning cord every 1-2 months to
ensure optimum porformonc.o. Cleaning eards rnay be purchased frow, IPS.
•M, 9jq e ) - � v r- T-v-.1ge
, rnont�i increryienis, the coin volidator shali be, visually inspoct d f(,t --in� d 1)
or debris. Compressed oir may be used t,-,) keep the card reader and coin acceptor
cfdobris, <<vcry 9,12 mor-slh�i.
• Additional prever,tative rnaintenance shicO be adml!iistet,ed by City Staff al such fiitlie; US
it is opparent to be necessory, even if if should occur on o rnore frequent k.,cnsis than
d s (.,,, r i b P- d t,, e r o, i n
City, at its own cost and expense, shall keep the equipment In good repair, condition,
ond working ardor offer w(,'1rrrjntY OX00"K M
43 1 C i I y o f ", .H, 11 R (I f 0,