HomeMy WebLinkAboutPW Software Maintenance - Econolite CentracsAGREEMENT FOR PROFESSIONAL SERVICES
FOR SOFTWARE MAINTENANCE - ECONOLITE CENTRACS
This Agreement is made and entered intothisi—dayof Lhf 0 20! '",
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and WESTERN PACIFIC
SIGNAL, LLC, a Limited Liability Company authorized to do work in California (hereinafter
"CONSULTANT").
RECITALS
WHEREAS, the CITY requires software maintenance for the Econolite Centracs Central
Advanced Traffic Management System; and
WHEREAS, the CITY previously had a software maintenance agreement with Econolite
Systems, Inc. ("Econolite") for maintenance of the Econolite Centracs Central Advanced Traffic
Management System through December 2020. In 2021, CONSULTANT became Econolite's
representative for the provision of the required maintenance services, and has been rendering such
maintenance services to the CITY since January 1, 2021 by informal agreement with the CITY; and
WHEREAS, CITY and CONSULTANT now wish to memorialize the terms and conditions
of CONSULTANT'S provision of software maintenance services to the CITY;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. Lauren Davini is hereby designated the PROJECT
MANAGER forthe CITYand said PROJECT MANAGER shall supervise all aspects oftheprogress
and execution of this Agreement.
B. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Donald Shupp is hereby designated as the PROJECT DIRECTOR
for CONSULTANT. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services as outlined in
CONSULTANT's proposal, dated June 15, 2021, marked as Exhibit A, attached hereto and
incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows outlined in Exhibit A.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT on a flat rate basis for services rendered in accordance with the rates shown in
Exhibit A, for a total not -to -exceed $38,640.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT. CONSULTANT acknowledges that it has received full payment
from CITY for set -vices rendered pursuantto this Agreement through March 7, 2022.
TERM OF AGREEMENT.
The term of this Agreement shall be for two years commencing as of January 1, 2021 and
terminating on December 31, 2022.
TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) daytime period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
D. Return of Documents. Upon termination, any and all CITY documents or materials
provided to CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
Revised 1/29/2020
use said property for any purpose, including projects not contemplated by this Agreement.
INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of the
other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising
hereunder shall be void and of no effect.
10. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) peroccun•ence/twomillion dollars ($2,000,000) aggregate, fordeath,
bodily injury, personal injury, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover
any claims arising out of the CONSULTANT's performance of services under this Agreement.
Where CONSULTANT is a professional not required to have a professional license, CITY reserves
the right to require CONSULTANT to provide professional liability insurance pursuant to this
section.
4. If it employs any person, CONSULTANT shall maintain worker's
compensation insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONSULTANT'sworker's compensation insurance shall
be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONSULTANT in subparagraph A of this section above shall also meet the following requirements:
Except for professional liability insurance or worker's compensation
Revised 1/29/2020
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONSULTANT'S insurance policies
shall be "primary and noncontributory" with respect to any insurance or coverage maintained by
CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The
"primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as
ISO form CG20 0104 13.
3. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall include, in their text or by endorsement, coverage for
contractual liability and personal injury.
4. By execution of this Agreement, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation, but this
provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
5. 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.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONSULTANT under this agreement.
C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONSULTANT's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
Revised 1/29/2020
satisfied by either the named insured or CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER
or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance
coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement
page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of
policy language or specific endorsements evidencing the other insurance requirements set forth in this
Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and
endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of
the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
11. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest
extent permitted by law, indenmify, release, defend with counsel approved by CITY, and hold
harmless CITY, its officers, agents, employees and volunteers (collectively, the "City
Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations
apply regardless of whether or not a liability is caused or contributed to by the active or passive
negligence of the City Indemnitees. However, to the extent that liability is caused by the active
negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification
obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active
negligence or willful misconduct. In addition, the acceptance or approval of the
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse
the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in
defense of such claims.
B. Where the services to be provided by CONSULTANT under this Agreement are
design professional services to be performed by a design professional as that term is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor
Revised 1/29/2020
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
12. NONDISCRIMINATION.
CONSULTANT 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.
13. COMPLIANCE WITH ALL LAWS.
CONSULTANT shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and
hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONSULTANT 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.
15. NOTICES.
All notices and other communications required or permitted to be given underthis Agreement,
including any notice of change of address, shall be in writing and given by personal 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's Project Manager: Lauren Davini
City of San Rafael
I 11 Morphew Street
San Rafael, CA 94901
TO CONSULTANT's Project Director: Donald Shupp
Revised 1/29/2020
15890 Foothill Blvd
San Leandro, CA 94578
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AGREEMENT— AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement ofthe parties with respect tothe
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 CONSULTANT and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terns and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONSULTANT and the CITY.
E. If any conflicts arise between the terms 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 Agreement shall control.
18. SET-OFF AGAINST DEBTS
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
under this Agreement, any monies which CONSULTANT owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
19. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
otherterm, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent
acceptance by either party of any fee, performance, or other consideration which may become due or
owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation
by the otherparty ofanyterm, condition, covenant of this Agreement or any applicable law, ordinance
Revised 1/29/2020
or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONSULTANT 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 CONSULTANT has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
22. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNA
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
Revised 1/29/2020
13
CITY OF SAN RAFAEL
ATTEST:
LINDSAY LARA, City Clerk
CONSULTANT
fttV�
By: n
Name.D%JALD �, S-8 L)
Title:_ pwl ,SANT
Western Pacific Signal
15890 Foothill Blvd.
San Leandro, CA 94578
[If CONSULTANT is a corporation, add signature of
second corporate officer]
IIn
APPROVED AS TO FORM: Name:
&4"b Title:
ROB RTF.EPSTEIN,CityAittomey
Revised 1/29/2020
IZ SeG NAL
Western Pacific Signal
15890 Foothill Blvd, San Leandro, CA 94578
sales@wpsignal.com
(510)276-6400
Quotation Issued to:
City of San Rafael Public Works
1400 5th Ave.
San Rafael, CA 94901
Requestor
Exhibit A
Confirm Ship To:
Estimate
Date Issued: Estimate #
6/15/2021 33274
City of San Rafael Public Works
1400 5th Ave.
San Rafael, CA 94901
Estimator/Rep Payment Terms FOB / Delivery Terms
Lauren Davini
Don S
Net 30
Delivered
WPS Item Code
Product Description
Qty
Unit
Each
Total
Software Maintenance Agreement (SMA) Renewal, Econolite Centracs Central
Advanced Traffic Management System
(Initiated 02-02-15, Council Resol File 18.01.76), between City, ECPI, and WP
Signal:
Software Maintena...
SMA Renewal Term, Premier level ATMS upgrade support, per attached
2
Yr
19,320.00
38,640.00
renewal from Econolite Control Products, Inc. (ECPI):
Term #1: 01/01/21 through 12/31/21
Term #2:01/01/22 through 12/31/22
Note
Terms and deliverables are detailed in associated document, "Econolite
0.00
Software Maintenance Agreement", 6 pages.
Subtotal $38,640.00
Pricing on estimate is non -transferable. This quotation is good for quanties listed above or
greater. All estimates are guaranteed valid for at least (30) days. Except as detailed above,
Sales Tax (9.25%) $0.00
limited mfg. one-year warranty applies to new items, and (90) days to repaired or
refurbished items. Visa & M/C purchasing cards are accepted with a 4% convenience fee.
Most data sheet specifications are available online at www.wpsignal.com
Total $38,640.00
We IOOKJOCWOrO TO worKing with you.
Centracs°
W Proactive Support and Maintenance
Econolite's industry-leading Centracs°
Software Maintenance Agreement (SMA) provides
comprehensive support services.
s
,ab. We're upping our game with Proactive System Monitoring!
Ensure you're operating at peak efficiency with the latest software releases
and features. Have access to training, refresher courses, and, of course, to
y Econolite's team of highly knowledgeable support professionals.
Continuous System Health Monitoring
Making use of the latest technology, Econolite provides real-time
system monitoring. The system and service operations, disk storage,
network utilization, Windows event logs, and performance countersare
proactively monitored. Should trends in performance or other red flags
arise, Econolite support engineers will be there to inform and assist you
with a resolution,
Personalized Customer Care
Econolite prides itself on its industry-leading support. Each support
engineer seeks to provide end-to-end ownership of your needs from the
first issue report to resolution. You can trust Econolite will be there when
you need help.
Access to the Latest Releases from the Centracs Roadmap
Econolite's SMA includes access to Centracs software upgrades.
Centracs upgrades provide the latest in leading-edge enhancements and
system security.
Exclusive Support Portal
Econolite provides direct access to its support portal. With dedicated
web portal access, you will be able to view your open tickets, open new
tickets, and see status updates, As a result, you have full visibility and
feedback on any issues or support needs that arise.
Free Training
SMA holders are entitled to personalized Centracs training. At your
request, Econolite systems engineers will be available to conduct
live online training for a new user, or a refresher course to an entire
department.
Backup Protection for Peace of Mind
Econolite's SMA includes backup protection. Econolite systems
engineers will create and maintain a secure backup of your core database
configuration offsite to protect your data from a catastrophic failure. The
SMA is designed to protect your investment and put your mind at ease.
Oecol"'VOLITe
den
in
Software Maintenance Agreement
Software Basic Premier Unlimited Incidents
Centracs Upgrades per Year
Backup of System Configuration:Proactive Monitoring !
Unlimited Bug
Centracs Monitoring and Feature Requests
Server Monitoring
Database Monitoring V.,
Phone Assistance
Email Support
Tech Support Site
rip
%Remote Web Assistance
Remote Web Assistance
WebinarTraining
Phone Support Training
Dedicated Support Portal Access
Unlimited Incidents per Year
Unlimited Bug and Feature Requests �/ �/
Cloud Backups
Available Options for Onsite
Training and Upgrades for
1 or 3 Days
* EC01VC2L 1 TE
�,tx RA f4
a 2
s Q
"'M
WITH Ply
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Public Works
Project Manager: Ashley Dohrmann Extension: 3352
Contractor Name: Western Pacific Signal
Contractor's Contact: Donald Shupp Contact's Email: shupp@wpsignal.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
Project Manager
DATE
Check/Initial
1
a. Email PINS Introductory Notice to Contractor
Click here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
4/15/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
a. Review, revise, and comment on draft agreement
®AD
2
City Attorney
5/4/2022
® LG
and return to Project Manager
5/4/2022
® LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director Approval of final agreement form to send to
5/5/2022
❑X BG
contractor
Project Manager Forward three (3) originals of final agreement to
4
5/5/2022
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
x❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager Forward signed original agreements to City
5/10/2022
AD
Attorney with printed copy of this routing form
City Attorney Review and approve hard copy of signed
7
l
agreement
City Attorney Review and approve insurance in PINS, and bonds
8
lJ�
(for Public Works Contracts)
City Manager/ Mayor Agreement executed by City Council authorized
9
, 7
official
City Clerk Attest signatures, retains original agreement and
10
forwards copies to Project Manager
l