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Department: Management Services — Parking Services
Agenda Item No: 5. a
Meeting Date: May 19, 2014
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Prepared by: Jim Myhers, Parking Services City Manager Approva�.
Manager
SUBJECT- CONSIDERATION OF RESOLUTION APPROVING USE OF
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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
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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
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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,)=)=
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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.
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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.
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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.
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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.
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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.
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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").
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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
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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
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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
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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
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IP
10
CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP
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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.
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CITY OF SAN RAFAEL PARKING SERVICES PAY By PHONE RFP
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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
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Title:
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INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OREESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY.
SRSA / SRCC AGENDA ITEM No.
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FROM: Jim M�jff=
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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:
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APPROVED AS TO FORM:
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City Attorney (signature4