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HomeMy WebLinkAboutPW Citywide Asset Management Software and Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND PSD CITYWIDE (US) INC. FOR CITYWIDE ASSET MANAGEMENT SOFTWARE AND CONSULTING SERVICES This Agreement is made and entered into as of 06/09/2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and PSD Citywide (US) Inc., a Delaware corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated March 15, 2024 ("Proposal") set forth in Exhibit A. which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee Rev 08 22 in the amount of $32,000 for software services and a not to exceed amount of $35,200 for implementation and training services, as further described in Exhibit A, for a total amount not to exceed $67,200. CITY may authorize additional asset management advisory services, as further described in Exhibit A, provided that in no event shall the total compensation paid to CONSULTANT pursuant to this Agreement exceed $75,000. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate eight (8) months from the Effective Date. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Jonathan Schellin is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress 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. Jeff Muir is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution ofthis Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 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 parry'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) day time 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 v 08 22 2 CITY as soon as possible, but not later than thirty (30) days after termination. 6. 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 use said property for any purpose, including projects not contemplated by this Agreement. 7. 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. 8. 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. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, 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' 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 08.22 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 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. 11. 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. 12. 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. 13. 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. 08.22 4 14. 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 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: Jonathan Schellin I I I Morphew Street San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Jeff Muir 148 Fullarton St. 9t' floor London, ON, Canada N6A 5P3 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. 16. 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 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 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 terms 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. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT v 08 22 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. 18. 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 other term, 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 other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEYS 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. 20. 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, and 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). 21. 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. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. 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. [Signatures are on the following page.] v 08 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: e�9� X"-1 c.K Cristine Alilovich Uun 9, 202416:32 PDT) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk S`enna NWffl 0o`) aRVIIIA 11Y1101 ffoff IJun 10, 2024 0J4 D T. LINDSAY LARA, City Clerk v 08.22 8 CONSULTANT: A&thew bawe Matthew Dawe IMay 2, 202415:33 EDT) LOH PSD Citywide (US) Inc. Name: Matthew Dawe Title: Vice President [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08 22 A-1 r . J psdcitywide Exhibit A City of San Rafael Citywide Asset Manager, Maintenance Manager and GIS Integration Project Charter Date: March 15, 2024 Submitted By: PSD Citywide Inc. 400 Continental Blvd El Segundo, CA, 90245 II .Air Pi. psdcitywide Contact List Client Name ("'Client") Name Title Telephone E-Mail Jonathan Schellin Senior Management Analyst II 415-485-3354 415-485-3355 415-485-3373 ionathan.schellin@cityofsanrafael.org April Miller Ryan Montes Rafael Omar Garcia Vedika Ahuja Director of Public Works Operations and Maintenance Manager ar)ril.miller@atyofsanrafael.org ryan.montes@cityofsanrafael.org omar.garcia@cityofsanrafael.org DPW Facilities Supervisor Product Manager 415-686-4666 415-485-3070 vedika.ahujaCo)cityofsanrafael.org PSD Citywide Inc. ("PSD Citywide") Name Anita Frost Kristie Lapointe Jeff Muir Christie Wiggers Title Account Manager Sales Operation Associate Regional Manager Telephone 619-565-9374 519-690-2565 Ext 2509 1-800-330-7570 ex 700 Director, Implementation 519-690-565 x Services 2707 E-Mail afrost@osdotywide.com klapointe(d)Qsdcitywide.com jmuir@psclatywide.com cwiggers@psdcitywide.com . J psdtitywide Project Deliverables For this project, PSD will implement the Citywide Asset Manager and Maintenance Manager modules. The Asset Manager module is the central repository for linear and standalone assets (including fleet, facilities, and park assets) and allows for attachment of relevant digital documentation (permits, photos, reports, drawings, etc.) to individual assets. The Maintenance Manager module provides organizations with a complete asset maintenance management solution that offers service requests, work orders, and preventative maintenance. As the Asset Management practices of the municipality grow, it becomes increasingly important to have a centralized system that provides a tool to utilize this data. PSD will deliver the following items as part of the implementation of the Citywide Software Suite for the municipality. The work will include the following project(s): Web hosted Citywide AM with GIS Viewer and MM with unlimited client users. Implementation of software including upload of Client's existing data Training of Admin On -going software support covering bug reporting and fixes. 1. Citywide Asset Manager with GIS Viewer Citywide Asset Manager is an enterprise asset management solution and asset register that supports all asset classes. Designed to align with industry standards and incorporate core asset management functions, Citywide Asset Manager serves as one central database for all assets, providing users with a single corporate -wide source for asset information. More than just an asset register, Citywide Asset Manager powers accurate and efficient financial reporting, along with sophisticated asset management functions, including lifecycle planning, risk management, levels of service, and decision optimization. 2. Citywide Maintenance Manager Citywide Maintenance Manager is a comprehensive Computerized Maintenance Management System (CMMS) with built-in service request, work order, and preventative maintenance applications. This solution is designed to enable all municipal departments to prioritize, schedule, and track maintenance projects and access and manage service requests and work orders from within the office or while out in the field. This solution has also been designed from the ground up to meet Public Works requirements by facilitating workflow management, project management, and resource calculation. At its core, Citywide Maintenance Manager supports each community's need to plan, manage, assign, record, and report on all manner of work completed as part of its daily operations. Pi- psdcitywide Project Scope for Citywide Asset Manager Asset Classes to be Implemented Additional Implementation and System Set Up J psdcitywide Client Business Units to be Implemented Unit Streets ScopeBusiness In Yes Parks Yes Storm Water Yes Facilities Yes Fleet and Code Enforcement No Citywide Maintenance Manager Functions to be Implemented Maintenance Manager Functions Streets Parks Storm Water Facilities In Scope? In Scope? In Scope? In Scope? Service Requests (SeeClickFix Connection) Yes Yes Yes Yes Customer and Properties Yes Yes Yes Yes Work Orders • Activity • Asset Based Yes Yes Yes Yes • Via GIs Workflow Process Control • Email notifications. • User defined attributes Yes Yes Yes Yes • User defined processes Mobile Apps • Service Requests • Work Orders Yes Yes Yes Yes • Data Collection Condition Inspections Asset Based Routine Inspections Future Phase Preventative Maintenance Scheduling Resource Costing • Labor • Equipment Future Phase • Parts and Materials Mobile App — Route Patrol (Roads, Trails, Paths, etc.) Future Phase pi. psdcltywide Value Added Services The value-added services included and not included as part of this implementation project are outlined below. Additional services can be purchased at the applicable PSD Professional Services daily rate as defined in the Project Budget below. Value Added Services End User Training In Scope Yes Pre -implementation Needs Analysis Custom Reporting Services No No Customized Address Search No Citizen Request Portal Process Mapping and Improvement No (Using SeeClickFix) No Legacy Data Analysis & Upload No Asset Data analysis/disaggregation No 3rd Party Integration — GIS API Support and Guidance (SeeClickFix) Yes Yes Implement StreetSaver Import/Sync (Excel Import Center) Yes Digitize Assets from Map/Ortho Photos (Park assets, Storm assets, Facilities) No Data Mart for Enhanced Reporting (OLAP) No Single Sign On Custom Training Yes No Asset Data Validation and Improvement/Linking No J psdcitywide Project Schedule The estimated duration of this project is 8 Months. The detailed project schedule and Gantt chart will be supplied after the kick-off meeting and will be reviewed and approved in phases as the project progresses. The duration of the project is dependent on multiple factors including client availability as well as data activities. Note that Client time and resources will be required regularly throughout the project as part of the following steps: 1. Completing data templates, 2. Testing the system during the designated testing period to ensure proper configuration, and 3. Participation in applicable training sessions. Project Communication Due to the size and scope of the project, clear and efficient communications between the Client and PSD is vital to project success. In the kick-off meeting, the main point of contact for PSD and the Client will be decided upon and the Client will be introduced to PSD's Project Management Tool, Mavenlink, in which clients can have access to view the progress of the project. All high-level client communications, including project progress updates, scheduling future meetings/workshops and sending of data should be done between these individuals unless stated otherwise throughout the project. In addition, every two weeks starting with the kick-off meeting, the PSD Project Manager will provide a project status update that includes progress of tasks completed to date and the timelines and milestones of activities moving forward. Alternatively, the client can check project progress, statuses, and updates through Mavenlink. PSD Citywide Software License & Support Terms and Conditions PSD Citywide Inc. to: Provide an enterprise user license for the use of Citywide Asset Manager with GIs Viewer as per agreed price in Table A. Provide an enterprise user license for the use of Citywide Maintenance Manager as per agreed price in Table B. Provide user and technical documentation in electronic format. Provide software as per agreed in the proposal and as reflected within the pricing charts within this charter. Municipality to: • Provide to PSD Citywide Inc. a purchase order for $35,200.00 for implementation & consulting services of the above -mentioned Citywide modules. Provide to PSD Citywide Inc. a purchase order for $32,000.00 for Version Protection and Maintenance Support of Citywide software. d psd.:itywide Training PSD follows the "Train the Trainer" model such that Client Admin users are trained to be comfortable with the system functionality to the level where they can conduct in-house end user training with additional users. End User Training is a value-added service as outlined above. Training can occur on -site or remotely (via web or phone). On -site training is subject to standard travel and accommodation expenses as outlined in the Project Budget section below. Training hours must be used before the completion of the project. Usage Terms: (as per installations) WARNING: This Software is protected by copyright. This software is owned by PSD Citywide Inc. and is protected by U.S. and Canadian copyright laws and international treaty provisions. Therefore, you must treat the software like any other copyrighted material (for example a book). You may print help text or other documentation on hard copy for your own use. You may not sell, lease or otherwise make available the software or any of the accompanying materials to a third party. You may not reverse engineer, decompile or disassemble the software. The terms for your usage of this software are governed by an agreement between your organization and PSD Citywide Inc. You are obligated to adhere to the terms of this agreement. If you do not have such an agreement, you are installing this software illegally, and should immediately cease the installation process and return any media to PSD Citywide Inc. Version Protection and Maintenance Terms and Conditions The Version Protection and Maintenance Support fee is billed annually in advance and is payable within 30 days of invoice. Should the licensee opt to discontinue the support service, the invoice should be immediately returned to PSD Citywide Inc. unpaid, with a letter to that effect. What the Version Protection and Maintenance Support fee entitles the licensee to: ,! Version Protection such that the Client will have access to added software enhancements without additional cost. J Web Hosting such that PSD will provide redundant internet connections, daily backup both on and off - site of client data, 24 Hour video, on -site security, and fire suppression J Access to the Citywide Support Center to report software issues and access the online user guide. J Additional requests for guidance, consulting or advice on use of the software will be billed in 15-minute increments at the then current hourly rate which will be invoiced at the end of the month. The Client will be made aware of billing prior to providing assistance. What the Version Protection and Maintenance Support fee does not entitle the licensee to: Consulting services: There is sometimes a fine line as to what can be handled as hotline support, vs. a consulting service. While we attempt to handle as much as possible through the hotline service, when a request is made to implement a process change or an enhancement which is specific to a customer, and the advice or work extends beyond a general description of the steps required, we will suggest purchasing additional consulting time to implement the new requirement. J psdcitywide General Terms & Conditions All amounts quoted are in USD dollars and will be invoiced as such. Applicable taxes are extra. (State) Consulting rates are as follows: --) $1,600 / day or $200.00 / hour — A Day includes 8 hours of services. Requests for additional consulting services may be made via e-mail or a purchase order from an authorized representative of the Client. This will serve as authorization to perform and invoice the service. Consulting rates are valid for the term of this agreement only. Detailed pricing information is included below. The Client shall pay invoices within 30 days of receipt of the invoice. Any amounts unpaid after the due date shall be subject to a late charge of 2% per month. During the provision of the implementation services and for 1 year afterward, customers shall not hire PSD employees or subcontractors involved in the delivery of the services. PSD Citywide Inc. warrants that the professional services shall be performed by its employees or subcontractors in a manner conforming to generally accepted industry standards and practices. No other warranties, expressed or implied, are made with respect to the services or goods to be supplied by PSD Citywide Inc. hereunder, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. The liability of either party to the other or to any third party for any claim of any kind arising out of this Purchase Agreement is limited to monetary damages, and the aggregate amount of such liability for all claims of any kind relating to any particular product or service is limited to the fees paid to PSD Citywide Inc. under this Agreement for the particular product or service which gave rise to the claim. Under no circumstances shall PSD Citywide Inc. be liable to customer or any third party for indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data, or use, even if PSD Citywide Inc. has been advised of the possibility of such damages. Pi. psdcitywide Project Budget ® Citywide Assets and Maintenance Software Subscription (SaaS) Fee Citywide Assets and Maintenance with Unlimited Users $ 32,000.00 Support Package Includes Licensing, and Hosting Package Includes CW Mobile, GIS Integration, and API Annual Subscription Fee $ 32,000.00 Implementation/ Training Services Project Management Daily Rate $ 1,600.00 Days 3 Fee $ 44,800.00 Process Interviews $ 1,600.00 6 Data Upload, Configuration, and Testing $ 1,600.00 10 Software Training $ 1,600.00 5 Go -Live Support $ 1,600.00 1 Integration with GIS $ 1,600.00 3 Integration with SSO $ 1,600.00 1 $ 1,600.00 Integration with SeeClickFix — API Support $ 2,000.00 2 $ 4,000.00 North California Chapter Discount (30%) $ 15,120.00 Total Implementation Services $ 35,200.00 Preferred Advisory Services lute Should the City require additional services, PSD Citywide is able to offer a preferred hourly rate of $100 per hour for any requested additional management advisory services. This discounted rate will be offered for the first 18 months of the agreement, or the first 100 hours of advisory services, whichever comes first. Only Advisory support requests from authorized City staff will be processed. pJ sdcitywide Terms of Payment Implementation of Software will be invoiced in 7 monthly payments beginning after the kick-off meeting. Half of the project will be invoiced prior to July 15C, 2024, with the remaining budget invoiced over 6 equal payments. The final invoice will not be issued until the project is signed off by the client. Version Protection & Maintenance will be invoiced 90 days following the kick-off meeting of this project. Subsequent year's maintenance will be invoiced annual from that date. Annual Support & Maintenance will be limited to a maximum annual escalation of 5%. All amounts quoted are in USD dollars and will be invoiced as such. The Client shall be responsible for paying any applicable taxes. PSD expenses including mileage, accommodation, meals, and ground transportation are extra where applicable and will be billed at cost. Consulting rates are valid for the term of this agreement only. The Client shall direct all PO information or invoice inquiries to financenpscicitywide.com. Additional Considerations This document has been prepared specifically for the Client. This proposal and all of its associated pricing shall remain valid for 30 calendar days from the date of issue. Ownership and Confidentiality All Client data stored within the Citywide applications remains the legal ownership of the Client and can be extracted and used without restriction. PSD shall treat as confidential all information obtained by PSD for and from the Client as well as all information compiled by PSD under this Agreement for the Client, including without limitation: business and marketing information, technical data, programs, source codes and other software, plans and projections. Security PSD performs regular security audits of our systems to ensure current updates and patches are applied on all hardware, along with updated antivirus software. All users are forced to use secure passwords which are stored on the server only in encrypted format. Nightly backups are done off -site. The PSD Firewall is configured to only allow traffic to enter the network for required services such as our web server. red psdei#ywide Authorizatior This contract shall be deemed to have come into force when executed by representatives authorized to bind the respective corporations: City of San Rafael. and PSD Citywide Inc. Terms and Assumptions Accepted Between: San Rafael 1400 Fifth Avenue San Rafael, California, 94901 By: (Print Name) (Signature) (Date) By: (Print Name) (Signature) (Date) By: PSD Citywide Inc. 148 Fullarton Street, 9th Floor London, Ontario, N6A 5P3 (Print Name) (Signature) (Date) Additional Information Required to be Completed by Customer Does your organization require a purchase order (PO) before issuing payment? No Yes - The PO# for this order is: All PSD Cityluvide Invoices be DireCUM3 to: Accounts Payable Contact: Teleuhone: Email Address: EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. 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. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' 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's workers' 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: 1. Except for professional liability insurance or workers' compensation 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 Rev 08 22 B-1 ISO form CG20 0104 13. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or workers' compensation in their text or by endorsement, coverage for 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. Ifthe 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. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY 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 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 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 the CITY. 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: Shannon Mackle (for Jonathan Schellin) Extension: 3353 Contractor Name: PSD Citywide Inc Contractor's Contact: Jeff Muir Contact's Email: jmuir@psdcitywide.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 4/23/2024 Attorney c/o Laraine.Gittens@cityofsanrafael.org MSM 2 City Attorney a. Review, revise, and comment on draft agreement 4/30/2024 and return to Project Manager 4/30/2024 ® NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor © NT 3 Department Director Approval of final agreement form to send to 5/1/2024 © AM contractor 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ❑ 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 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager PSA with PSD Citywide Final Audit Report 2024-06-10 Created: 2024-05-02 By: Shannon Mackie (shannon.mackle@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAARuMjbBLkD73U90gOAOJfCgan7umwSBdE "PSA with PSD Citywide" History Document created by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-05-02 - 3:17:51 PM GMT L-y Document emailed to mdawe@psdcitywide.com for signature 2024-05-02 - 3:20:23 PM GMT Email viewed by mdawe@psdcitywide.com 2024-05-02 - 7:31:47 PM GMT 6© Signer mdawe@psdcitywide.com entered name at signing as Matthew Dawe 2024-05-02 - 7:33:16 PM GMT d© Document e-signed by Matthew Dawe (mdawe@psdcitywide.com) Signature Date: 2024-05-02 - 7:33:18 PM GMT - Time Source: server C'.► Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-05-02 - 7:33:20 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-05-10 - 6:06:26 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-05-14 - 3:28:26 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-06-03 - 7:05:10 PM GMT b© Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-06-03 - 7:07:51 PM GMT - Time Source: server C'. Document emailed to Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) for signature 2024-06-03 - 7:07:54 PM GMT Adobe Acrobat Sign C© Email sent to Shannon Mackie (shannon.mackle@cityofsanrafael.org) bounced and could not be delivered 2024-06-03 - 7:08:07 PM GMT f� Email viewed by Genevieve Coyle (genevieve.coyie@cityofsanrafael.org) 2024-06-06 - 1:21:13 AM GMT &o Document e-signed by Genevieve Coyle (genevieve.coyie@cityofsanrafael.org) Signature Date: 2024-06-06 - 1:49:12 AM GMT - Time Source: server 7+ Document emailed to city.clerk@cityofsanrafael.org for approval 2024-06-06 - 1:49:15 AM GMT EZ Email sent to Shannon Mackie (shannon.mackle@cityofsanrafael.org) bounced and could not be delivered 2024-06-06-1:49:20 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-06-06 - 3:13:47 PM GMT GS© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-06-06 - 3:13:58 PM GMT d© Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-06-06 - 3:14:00 PM GMT - Time Source: server ley Document emailed to cristine.aiilovich@cityofsanrafael.org for signature 2024-06-06 - 3:14:03 PM GMT E'© Email sent to Shannon Mackie (shannon.mackle@cityofsanrafael.org) bounced and could not be delivered 2024-06-06 - 3:14:08 PM GMT Email viewed by cristine.aiilovich@cityofsanrafael.org 2024-06-09-11:31:48 PM GMT OG Signer cristine.aiilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-06-09 - 11:32:09 PM GMT 6© Document e-signed by Cristine Alilovich (cristine.aiilovich@cityofsanrafael.org) Signature Date: 2024-06-09 - 11:32:11 PM GMT - Time Source: server Ely Document emailed to city.clerk@cityofsanrafael.org for signature 2024-06-09 - 11:32:13 PM GMT E© Email sent to Shannon Mackie (shannon.mackle@cityofsanrafael.org) bounced and could not be delivered 2024-06-09 - 11:32:18 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-06-10 - 2:43:40 PM GMT 10 Adobe Acrobat Sign A) Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-06-10 - 2:44:09 PM GMT 6t Document e-signed by Brenna Nurmi (for)(city.clerk@cityofsanrafael.org) Signature Date: 2024-06-10 - 2:44:11 PM GMT - Time Source: server 15 Agreement completed. 2024-06-10 - 2:44:11 PM GMT 10 Adobe Acrobat Sign