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HomeMy WebLinkAboutMS Pay by Phone; BidV fill 111117111111 111,111"! Department: Management Services — Parking Services Agenda Item No: 5. a Meeting Date: May 19, 2014 A Prepared by: Jim Myhers, Parking Services City Manager Approva�. Manager SUBJECT- CONSIDERATION OF RESOLUTION APPROVING USE OF M COMPETITIVE NEGOTIATION BIDDING FOR THE ACQUISITION OF A PAY BY PHONE SYSTEM FOR PARKING METERS AND RELATED PARKING REVENUE CONTROL SYSTEMS RECOMMENDATION: Staff recommends that the CityCouncil approve the Resolution authorizing the use of Competitive Negotiation Bidding for the acquisition of a pay by phone system for parking meters and related parking revenue control equipment. BACKGROUND: In 2013, the Council approved the purchase of parking meters that accepted credit cards in addition to coins. The process leading up to Council approval included meetings with the Economic Development Subcommittee and other interested community groups to explain the technological changes that accompanied the new meters and the potential that these next generation credit card meters offered for easin the burden on the downtown parker. Items such as paying the parking meter by cell phone and utilizing smart phone applications to better inform the downtown parker about space availability, parking rates and payment options were discussed. A commo theme in those meetings was the request for staff to integrate the pay by phone option as soon as possible after the meter installation. I ANALYSIS: The acquisition of a pay by phone system will require bidding under the City's purchasing ordinance. Because staff desires to evaluate each potential bidder using criteria not solely limited to cost, the recommendation is that competitive negotiation bidding procedures be used instead of sealed bid procedures. The competitive negotiation bidding procedure requires the solicitation of sealed proposals that are judged by criteria included in the request for proposals. The top three I as] 160,19" 1 WAN 44V 24010 1 WA ,eN - File No.: Council Meeting: -5L q4,zr, Disposition,., eese��tC,7fL7,lv SAN RAFAEL CITY COUNCIL AGENDA REPORT / Paa - 2 vendors selected will then participate in competitive negotiations and a winning bidder will be selected. Prior City Council approval is required under San Rafael Municipal Code 2.55.190 in order to use the competitive negotiation bidding process. FISCAL IMPACT,- There is minimal fiscal impact associated with issuing this RFP. Advertisements in major parking trade journals will be taken out in order to inform potential bidders of the solicitation. Staff anticipates no fiscal impact to the City once a vendor is selected. The pay by phone system is intended to be cost neutral to the City. Any transaction costs associated with utilizing the pay by phone system are designed to be borne by the customer. In addition, the RFP specifically states that any marketing materials promoting this system are the responsibility of the vendor. ACTION REQUIRED: Adopt the resolution authorizing the use of competitive negotiation bidding procedures for the purchase and installation of a pay by phone system for parking meters and, related parking revenue control systems. RESOLUTION 1 RAFAEL APPROVING USE OF A COMPETITIVE NEGOTIATION PROCESS FOR THE PURCHASE r ./ O 1 PAY 1 i. PHONE r ` FOR . w 1 . METERS AND RELATED PARKING REVENUE CONTROL SYSTEMS WHEREAS, the City of San Rafael operates parking meters and parking revenue control systems in the downtown business district with multiple methods of payment; and WHEREAS, the City intends to acquire a pay by phone system that will allow users to pay for the parking meters using a mobile device; and WHEREAS, City staff has concluded that the use of a request for proposals and competitive negotiation process will be more advantageous to the City than the use of competitive sealed bids as the request for proposals will allow staff to analyze and determine which, if any, proposer offers the best solution for a pay by phone system for the parking meters and related revenue control equipment; and authorizesWHEREAS, Section 2.55.190 of the San Rafael Municipal Code requires the Cirl"' COUNCIL to authorize the purchase of equipment or services by competitive negotiation. NOW, THEREFORE BE IT RESOLVED, that the SAN RAFAEL CITY COUNCIL hereby • Services Divisionto issue a requestfor proposal f• purchase of a pay by phone system for parking meters and related parking revenue control equipment and to use a, competitive negotiation process to select the proposal deemed to be most advantageous to the City. BE IT FURTHER RESOLVED that this Resolution shall take immediate e-ftect upon adoption. • BEIRNE, City Clerk of ` of San Rafael, hereby certify . a .. 7STHER C. BEIRNE, City Clerk CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXX XX City of San Rafael Parking Services Division Request for Proposal Pay By Cell Phone System at Parking Meters/Revenue Control Equipment WIN 4=2 Submittals must include a company name and address on the outside of the sealed proposal. PARKING SERVICES PAY By PHONE RFP PAGE I CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE'. XXXXXXXX 1.1 NOTICE FOR INVITING PROPOSALS ..................................................................................................... 3 1.2 PURPOSE ................................................................................................................................................. 3 1.3 REJECTION OFPROPOSALS .................................................................................................................. 3 1/4 PARTK\LIJ0NTPROPOSALS .................................................................................................................. 3 1.5 REQUIRED FORMS AND CERTIFICATES ............................................................................................... 3 1.5.1 Vendor's Certificate Regarding Workers' Compensation ................................. ................................. 4 1.5.2 Certificates ufInsurance .................................................................................................................... 4 1.8 CONFIDENTIALITY .................................. ................................................................................................ 4 1.7 pROPOSALRORMAT............................................................................................................................... 4 1.8 VENDOR CONDUCT AND QUESTIONS REGARDING THIS RFP ......................................................... 4 1.9 CONTRACT DOCUMENTS ...................................................................................................... ................ 5 1.10 EVALUATION AND SCORING .................................................................................................................. 5 1.11 COST UFPROPOSAL DEVELOPMENT .................................................................................................. 8 1.12 RFP INTERPRETATION AND ADDENDA ................................................................................................. 6 1.13 ACCEPTANCE AND PAYMENT ......................................... ...................................................................... 6 1.14 PRICES ..................................................................................................................................................... 6 1.15 NEGOTIATIONS ............................................................. .......................................................................... 7 1.16 AWARD ....................................................................................................................................................... 7 1.17 FINAL CONTRACT .................................................................................................................................... 8 3.0 SYSTEM SPECIFICATIONS ........................................................................................................... 9 3.1 GENERAL .................................................................................................................................................. 9 3.2 CREDIT CARD .... ........................................................................................................... ....................... 1O 3.3 TRAINING SEC|F|CATONS................................................................................................................... 12 3.4 SYSTEM SECURITY AND BACK-UP PROVISION ............................... ................................................. 12 4.1 VENDOR PROFILE .......................................... ...................................................................................... 13 42 SYSTEM SPECIFICATIONS ................................................................................................... ................ 13 4.3 COSTS ......................................................... .......................................................... ........................... .... 13 4.4 APPEN0|CES----------------------------------------------14 PARKING SERVICES PAY B,PHONE RFP PAGE 2 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE - XX,)=)= rKIM ka on i rot i rei I 11IT41111 1:41�% You are hereby invited to submit a Proposal for the products and services identified herein. This section will describe the submittal requirements and the evaluation process to be used in selecting the finalists. 0 W k Notice is hereby given that the City of San Rafael of Marin County (City) invites you (thta., vendor) to submit a Proposal according to the terms and procedures defined herein n* later than XXXXXXXX at the Office of the City Clerk, City of San Rafael, City Hall, Room 2097 1400 Fifth Avenue, San Rafael, CA 94901 as per the specifications included in this Request for Proposal. The City is requesting proposals for the acquisition of a complete parking pay by phone option for customers utilizing existing on street parking meters and selected revenue control equipment in City's off street parking facilities. In addition to the initial purchase of time, the system would further allow people to purchase additional time on parking meters by mobile device prior to expiration and allow paying customers to receive a message alerting them of an upcoming expired meter at a time determined by the customer. This system must have the ability to transmit payment data to both our current inventory of on street meters/selected off street revenue control equipment and enforcement handhelds uzed by City's Parking Enforcement Officers. The Enforcement Officers currently use Casio Model IT90OOE-C25E machines supplied by our citation processor, Data Ticket of Newport Beach, CA. The City reserves the right to reject any or all proposals or any part of each proposal; to waive any irregularity in any proposal and to determine which, in its sole judgment, best meets the City's needs. For any products or services not included in the initial 'contract award, vendor agrees to hold prices as proposed for one (1) year following the initial award unless mutually agreed otherwise in the negotiated final contract. iw A The City is interested in a complete and integrated solution. It is preferred that all services be channeled through a single vendor and all aspects of the project coordinated and managed by that vendor. When third party products or services are used, they should be subcontracted or coordinated through the selected vendor. When subcontracting or coordinating, there must be an established contractual relationship between the vendors. em A :4 il 1', 11110, The City will require the following insurance documents pursuant to and as more - specifically described in the standard agreement attached as Exhibit A. PARKING SERVICES PAY By PHONE RFP PAGE 3 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED' XXXXXXX DUE' XXXXXXXX Vendor's Certcate Regarding Workers' Compensation The vendor shall maintain Workers' Compensation Insurance as required by statute and shall submit a certificate of such insurance and a copy of an endorsement waiving subrogation claims against the City at final contract signing. 1.5.2 Certificates of Insurance City requires the following levels of coverage: Commercial General Liability including personal injury and property damage in the amount of $1 7000)000. Errors and Omissions in the amount of $1,000,000. Automobile Liability, all automobiles, in the amount of $1,000,000 for combined single limit. The City shall be named as additional insured on all relevant policies and shall be notified by the insurance carrier of any change in or cancellation of coverage. In addition, the insurance shall be primary with respect to any insurance or coverage maintained by the City and shall not call upon the City ) s insurance or coverage for any contributiot. Once a contract is awarded as provided in Section 1.18, all submitted proposals shall be public records subject to public disclosure pursuant to the provisions of the Public Records Act (Government Code Section 6250 et seq.). In making a proposal, vendors shall follow the format described in Section 4 herein. On (1) electronic copv,, (Adobe Acrobat format on CD or other magnetic media) and tw (2) hard copies of the proposal are required. All hard copies should be labeled as followl Copy 1: ORIGINAL Copy 2: EVALUATIO1 All data shall be clearly and legibly written, preferably typewritten. The original hard copy submittal must be signed by an individual legally able to bind the company. Changes or erasures must be initialed by the individual signing the proposal. Proposals must be received in sealed envelopes or containers clearly showing thi vendor's company name, address and City's RFP Description and Number. No proposal may be withdrawn after submission. I During the RFP window (from release of this RFP to final award), vendors shall submit a[ questions in writing up until two (2) weeks before submissions are due. However, an such communication shall not be binding on the City. No gratuities of any kind shall b offered to City officers or employees, including meals, gifts, or trips. Violation of thes conditions may co n sti t u t e immediate disqualification. PARKING SERVICES PAY By PHONE RFP PAGE 4 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX 1.9 CONTRACT DOCUMENTS The City's standard contract for goods/services will be used for this procurement. It is attached as Appendix A. Any exceptions to the contract must be noted in the vendor's proposal. Vendors are required to submit sample contracts for maintenance or support of all proposed items as required herein for City review. City desires a single source for all on-going support. If there are multiple vendors involved, either through joint proposals or sub -contractor provisions, there must be a provision for one vendor to be the primary source for all support such that cooperating vendors can be dispatched by the primary maintenance/support provider. Costs for this provision must be included in the proposed price for maintenance/support specified herein. 1.10 EVALUATION AND SCORING An evaluation team composed of representatives of the City will evaluate proposals on a variety of quantitative and qualitative criteria. The selected proposal shall provide the most effective approach which meets the City's requirements. The lowest price proposal will not necessarily be selected. The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications to initial proposals or make partial awards to multiple vendors, and to subsequently follow-up with requests for additional information, including, but not limited to, follow-up interviews. The criteria upon which the evaluation of the proposals will be based include the following: Proposal (25 points) • Completeness and thoroughness of the proposal. All required information must be provided in the format specified. • The vendor's understanding of the City's purpose, scope and objectives, including the applicability and quality of the vendor's approach. • Design, capability, and functionality of the proposed system including documentation of PCI compliance. Costs (10 points} • Onetime/startup costs. Although the lowest cost proposal may not necessarily be awarded the contract, costs are important evaluation criteria. • The City anticipates that all per transaction costs will be borne bv the customer but all costs, whether to City or customer, should be included in proposal for comparison purposes. Vendor Experience and Resources (25 points) 0 For the references submitted by the vendor and interviewed by the City, the quality, relevance and number of references (3 references needed). References must be of I CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXX XX DUE: XXXXXXXX municipalities of equal or larger population to San Rafael and must currently operate a pay by phone system with at least five hundred parking meters. • The vendor's ability to successfully configure and implement a system, as demonstrated by similar projects within the past two years. Emphasis will be given to the specific capabilities required by the City. The financial stability and resources of the vendor. Implementation/Project ManagementtMarketing (25 points} • Level of assistance to be provided to the City by the vendor during the implementation process. • Feasibility, timeliness and quality of the implementation schedule proposed. • Marketing plan proposed by selected vendor to inform all potential users of the capabilities of the pay by phone system. Training and Documentation (15 points) • The amount and extent of user training. • Quality and extent of the documentation to be provided. • Sufficient computer hardware capable of storing and retrieving data as required in the city's document retention program. 1.11 COST OF PROPOSAL DEVELOPMENT City shall not bear any financial responsibility for costs incurred by the vendor in responding to this RFP, whether or not the vendor's proposal is successful, including the costs for bonding, legal costs for any reason, visitation costs, reproduction, postage/mailing and the like. Any changes, clarifications, or other interpretations regarding this RFP will be made available at the City's Parking Services Office at 1060 D Street, San Rafael, CA 94901. Registered vendors will be notified whenever updates are published. It is the responsibility of the vendor to obtain and include any Addenda. These Addenda will become part of the RFP and will be included by reference in the final contracts between the vendor(s) and City. fl6&J10lll!3I1W�W0,-1 �,kO �-"WAWI � Wliqi A-VTMI As stated in Section 1.10, the City reserves the right to choose the proposed system based upon an evaluation of vendor's proposals. Should any payments be required, no payment will be made until value accrues to City. PARKING SERVICES PAY By PHONE RFP PAGE 6 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED'. )=XXXX DUE: XXXXXXXX Should any payments be required, no payment will be made by the City until the system is in full productive use as proposed. Prices quoted herein shall be based on the cost of the services provided. Prerequisite requirements must be clearly indicated. Any package discounts for purchasing combinations of services must be specified. The cost evaluations will be based on the service prices, but the City reserves the right to take the appropriate discounts where offered if the terms of the discount are met in the final contracted agreement. Any published price change after the submission date in this RFP will not be considered in the evaluation and determination of lowest cost. However, once a vendor has been selected as the successful vendor, the City reserves the right to apply the lower of the published prices with the proposed discounts applied or the proposal prices, whichever are lower. Following the initial submittal of vendors' proposals, the City will determine which proposals represent the best and most complete system value to meet its needs based on the scoring of the evaluation criteria set forth in Section 1.10. Per San Rafael Municipal Code 2.55.210, the three (3) vendors with the highest scores will be selected for negotiation. Negotiations will be conducted individually with each qualified vendor, and each vendor will be invited to submit revised proposals, as their best final offers, on forms that will be provided by the City. No vendor may withdraw a revised proposal after submission. • After negotiations with the three (3) selected vendors, each revised proposal (or original proposal if no revised proposal is submitted) will be ranked based on the scoring of the evaluation criteria set forth in Section 1. 10. The highest ranking vendor will be deemed the Preferred Vendor. Any award is subject to successful contract negotiations between the City and the Preferred Vendor. Selection as the Preferred Vendor is not an award and the process will be concluded with the execution of the final agreement. Failure to successfully reach a final agreement with the initial Preferred Vendor will result in the selection of the next ranking vendor as a new Preferred Vendor. 1.17 FINAL CONTRACT The following documents are considered part of the final agreement, in order of precedence: 1. The final negotiated scope of services and prices between City and the vendor; 2. All schedules, project descriptions, implementation plans, supplemental product descriptions, price lists, discount structures, etc. developed during the proposal evaluation phase for inclusion in the final agreement; 3. The awarded vendor's proposal in total, including all attachments, PARKING SERVICES PAY By PHONE RFP PAGE 7 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX 4. This RFP with Appendices and any addenda as issued by the City prior to the opening of proposals. The timeline, subject to change only by written agreement, for the complete RFP process is as follows: RFP Release - Response Window Opens Proposals Due - Response Window Closes (4:00 P.M.) Negotiations with Vendors Preferred vendor selected, contract negotiations Final contracts/award System Live Date .......... XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX San Rafael was incorporated in 1874 and became a charter city in 1913. The City has a council/city manager form of government with Marin's only elected mayor and four elected city council members who serve four-year terms. San Rafael City Hall is located at 1400 Fifth Avenue. The City of San Rafael occupies 22 square miles, 17 of which are land and 5 are water and tidelands. Low coastal mountains typify the terrain with water frontage on San Pablo Bay, the northern extension of San Francisco Bay. More than 45% of the City's land is vacant, open space, parks, or public lands. It is the urban center and County seat for the County of Marin whose population is 242,188. It is the largest incorporated city in Marin. There are 12 colleges & universities within commuting distance including Dominican College in San Rafael and the Marin Junior College campuses in Kentfield and Ignacio. San Rafael is located one-half hour north of the Golden Gate Bridge on Highway 101. The Association of Bay Area Governments projects that between the years 1990-2010 San Rafael will experience a job growth rate of 15%. This growth is segmented into mainly manufacturing and wholesale (34%) and services (34%). In addition to High-tech businesses, other major San Rafael employers include banks, hospitals, insurance companies and retailers. The population estimate for San Rafael in 2000 is 55,000. It is projected to grow to over 67,000 at build out. Additional information about the City of San Rafael can be found on the official City of San Rafael website (www.cityofsanrafaeloLq). The City of San Rafael owns and operates thirteen (13) facilities composed of garages and surface lots in the downtown corridor. The City -owned parking facilities play an important part in ensuring that adequate parking is available, and therefore, the proper management of each facility is critical in the City's efforts to meet increasing demand for downtown parking. PARKING SERVICES PAY By PHONE RFP PAGE 8 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE' XXXXXXXX All parking services, including parking enforcement, are handled by the City's Parking Services Division, which is is of the Management Services Department headed by the Assistant City Manager. Parking Services staff includes a manager, 6 enforcement officers, 2 administrative staff, and 7 operations staff. The division places considerable emphasis on customer satisfaction. A This section of the RFP defines in general terms the intended use or function of the system needed by City's Parking Services. Regardless of the package names used by the vendor, it is the general description of the functions contained herein that specify the intent of the system. a. Vendor shall furnish a system capable of accepting payment, from customers by mobile phone or other mobile device for the City's new credit card capable parking meters/selected revenue control equipment. System will allow customer to be alerted via text or email at a time determined by customer of an expg meter and allow for additional time, not to exceed existing time limits, to be purchased by customer for a specific meter. System will be capable of incorporating different rates and time limits 'that are specified per machine or area. a. The vendor shall provide a secure gateway service to provide for secure, encrypted, credit card data transmission to the City's merchant account provider. b. All credit card products shall be PCI PA -DSS compliant and all service providers sha be PCI -DSS Level 1 certified to protect cardholder i. '` #! # # proposer must comply with, and be listed as a valid service provider for Visa Cardholder Information Security Program (CISP) and the MasterCard Site Data Protection (SDP) programs. d. All proposing vendors must submit PCI compliance certificates as part of their submission. a. Vendor must provide 1 day of on-site training to City parking operations staff and parking enforcement officers on the operation and functionality of the vendors pay by phone system and software management system at no cost to the City of San Rafael. b. Vendor must provide marketing materials, customer instruction materials, and ideas to the City for a smooth transition for public users at no cost to the City of San Rafael. ;­rz EAW, 1111C, PARKING SERVICES PAY By PHONE RFP PAGE 9 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX do do 40 FO. ONO-, Alk - - 0 - a_- - Vendor shall state the efforts taken to protect the data in the event a recovery process is required. Please define the vendor's disaster recovery plan. Data recovery plan should also include off site data storage. Please include and define this backup and recovery process. Vendor should define the web security used for access, reports, and credit card processing. It is the intent of this RFP to ascertain full and complete disclosure of all costs and processes related to the successful implementation of the products and system(s) requested. If there are additional costs or requirements which are not addressed by the information provided, it is the vendor's responsibility to present that information during the proposal window (the time following RFP release and the date the RFP responses are due). Failure to disclose any of these costs in the RFP response may constitute disqualification. All proposals should be submitted in the followl'ng format to enable City to fairly evaluate and compare all proposals. Failure to follow this format may constitute disqualification from consideration. Vendors are asked to outline briefly the entire scope of the proposal and key elements tt; which readers should pay particular attention. Vendors may describe in narrative form the nature and history of their compan relationships with other vendors if proposing jointly, etc. Your three (3) references shoul be included in this sectiot. I Vendors are free to outline and summarize their proposals in narrative form. Specific exceptions to City specifications should be described and justified here as well as any additional information the vendor feels relevant to its proposal. PARKING SERVICES PAY By PHONE RFP PAGE 10 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX Section 4.3 COSTS Vendors must outline all costs associated with the implementation, processing, and support/maintenance of the system addressed in this RFP and are free to summarize their costs in narrative form. Training and documentation should be included in this section. ,A 10 ISO I Additional vendor system brochures Sample vendor contracts PARKING SERVICES PAY By PHONE RFP PAGE 11 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED' XXXXXXX DUE: XXXXXXXX Cm-119- ThisAgreement is made and entered into this day of 120 1 by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and (hereinafter "CONTRACTOR"). LVATJ as I WN OW Me 10 It I WO III IIII q - I 9 &ff WAVW C : and A. CITY'S Project Manager. The 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. CONTRACTOR'S Proiect Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: 3. DUTIES OF CITY. PARKING SERVICES PAY By PHONE RFP PAGE 12 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: )=)=X DUE: XXXXXXXX CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. The term of this Agreement shall be for O year(s) commencing on and ending on . Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of year(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (3 0) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement r 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) 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 CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to tne 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. 7.OWNITERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR 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. P,i.LkK1VG SERVICES PAY By PHONE RFP PAGE 13 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX • INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its aent, fo gr inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its -performance of its duties under this Agreement. CONTRACTOR 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. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR 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) per occurrence/two million dollars ($2,000,000) aggregate, for death,, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($ 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 two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations., and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONT RACTCV R's officers and employees. CONTRACTOR'S worker'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 CONTRACTOR in subparagraph A of this section above shall also meet the follmving requirements: 1. Except for professional liability insurance," the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as PARKING SERVICES PAY By PHONE RFP PAGE 14 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: )(XXXJ= DUE: XXXXXXXX additionally named insureds under the policies. 2. The additional *insured coverage under CONTRACTOR'S insurance policies shall be primary 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 CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (1 Q) days written notice to the PROJECT MANAGER. 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. C. Deductibles and SIR's. Any deductibles or self-insured retentions in t CONTRACTOR's insurance policies must I oe 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 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 CONTRACTOR shall procure a bond guaranteeing payment ot losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MiANAGER or CITY'S City Attorney all of the following-. (1) Certificates of Insurance e idenc*g the insurance coverage required in this Agreement; '(2) a copy of the policy v 1 in PARKING SERVICES PAY By PHONE RFP PAGE 15 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, d (3) excerpts of policy langua2e or specific endorsements e vi idet4 nc other insurance ements set forth in this Ai4reement. CITY reserves the inthe requir right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise later The insurance shall be approved as to form and sufficiency by PROJECT it . MANAGER and the City Attorney. A. Except as otherwise provided in Paragraph B., CONTRACTOR 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 CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR 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 CONTRACTOR under this Agreement are design -professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement arc 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. I -). 'k- NONDISCRIMFLN-IATION. CONTRACTOR shall not discn*minate. in any way, against any person on the basis of age, sex race. color reliaion'. ancestry, national ori in or disabilitv in connection with or related to the 9 PARKING SERVICES PAY By PHONE RFP PAGE 16 IP 10 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR 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. 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 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 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. 15. 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: City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement., CONTRACTOR, its officers, I 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 be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. PARKING SERVICES PAY By PHONE RFP PAGE 17 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XXXXXXX DUE: XXXXXXXX A. The terms and conditions of this Agreemem, 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. 0 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 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 CONTRACTOR 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. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 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. The prevailing party in any action brought to enforce the to 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. 1. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as requirect t)y 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 CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP RELEASED: XYJ(XJ= DUE: XXXXXXXX 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). 22. APPLICABLE LAIT. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR NANCY MACKLE, City Manager ETHER. C. BEI E, City Clerk ROBERT F. EPSTEIN, City Attorney PARKING SERVICES PAY By PHONE RFP PAGE 19 am Title: I llliiicl 1,1115 fill M lo !I III I I INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OREESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRSA / SRCC AGENDA ITEM No. I pN 9 a Eel 0 A I a FROM: Jim M�jff= Q1T4991M I TITLE OF DOCUMENT: CONSIDERATION OF RESOLUTION APPROVING USE OF COMPETITIVE NEGOTIATION BIDDING FOR THE ACQUISITION OF A PAY BY PHONE SYSTEM FOR PARKING METERS AND RELATED PARKING REVENUE CONTROL SYSTEMS (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL AGENCY AGENDA ITEM: Nw-gafflum APPROVED AS TO FORM: L L dC4 City Attorney (signature4