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HomeMy WebLinkAboutStaff Report 3.E 12/15/2014Agenda Item #3.E S p" L Udl RO� �85a ZV DATE: December 15, 2014 TO: Honorable Mayor and City Council through City Manager FROM: Dan St. J� ASCE — Director of Public Works &Utilities Joe Rye — Transit Manager SUBJECT: Resolution Authorizing the Purchase of Automatic Vehicle Location Computer Aided Dispatch (AVL -CAD) System, Authorizing the City Manager to Execute the Project Contract in a Phase I Not To Exceed Amount of $366,000 and a Full Project Implementation Not to Exceed $688,118 and Approving Revision to the CIP Project # C65501503 Budget RECOMMENDATION It is recommended that the City Council Approve the Resolution Authorizing the Purchase of Automatic Vehicle Location Computer Aided Dispatch (AVL -CAD) System from Avail Technologies Inc. in a Phase I Not To Exceed Amount of $366,000 and a Full Project Implementation Not to Exceed Amount of $688,118, Authorizing the City Manager to Execute all Documents Necessary to Complete the Project and Revising and Approving the CIP Project # C65501503 Budget. BACKGROUND AVL/CAD systems are utilized extensively by many transit operators throughout the industry and encompass a rich array of products at competitive prices. An AVL/CAD system runs actively on the transit dispatcher's computer as they respond to phone calls and radio communications. The system shows the current location of buses, the name of the driver, how many passengers are on board, and the route on-time status. Planners use the AVL/CAD data to identify productive and unproductive segments of routes utilizing the automatic passenger counting feature, and segments of the route that need more or less minutes added or subtracted to optimize route scheduling. Additional functions include data communications between bus and dispatch, automatic announcements of approaching bus stops for ADA compliance, counting of passengers by fares and location, interaction with headsign controllers, and sending data to real- time bus arrival systems such as LED signs at bus stops and to customers' smartphones. Last spring, the City of Petaluma collaborated in a Request for Proposal (RFP) partnership with Solano Transit Authority (Soltrans) and the Napa County Transportation Planning Agency (NCTPA) to procure a common AVL -CAD system for all three agencies. The joint procurement process provided a larger, and therefore more attractive, opportunity for prospective proposers; and through economies of scale, resulted in lower costs to Petaluma Transit. With Soltrans and NCTPA's 50 plus buses and support vehicles, Petaluma benefits from the heightened interest and competitive pricing offered by major vendors of AVL -CAD systems. The Metropolitan Transportation Commission (MTC) strongly encourages multi -agency procurements to leverage economies of scale and cooperative partnerships to obtain more competitive pricing of products and services supported by MTC funding. Soltrans, the lead agency in the RFP process, enlisted the assistance of Kimley Horn Associates for project management assistance. Major players in the AVL industry were contacted and attended the pre -proposal conference at Soltrans' headquarters on May 15, 2014, with subsequent field visits to Napa and Petaluma. Two proposals were received, and Avail Technologies of State College, PA was selected as the preferred vendor by the Soltrans Board of Directors at their August 21, 2014 meeting. Key decision criteria used to evaluate the proposals included quality of product, experience, user references, and price. All three participating agencies then negotiated the details of their individual contracts with Avail to address the exact system features and quantities needed, hosted versus traditional software storage options, and level of maintenance support. City staff participated in the RFP process and evaluated a `traditional" AVL/CAD software storage model versus a "hosted" model. In a traditional model, computer servers would be purchased and installed at the Transit Facility located at 555 N. McDowell or at City Hall for storage of the AVL/CAD software and databases. Maintenance of these new servers, including managing the large amounts of data generated, would be performed by the City IT Department. IT staff estimates the cost of buying and housing the server within the City to be $49,000 up front plus $9,000 per year. In a hosted model, Petaluma would pay Avail an annual sum of $15,348 to host Petaluma's AVL/CAD data on Avail servers in Pennsylvania and Petaluma would be required to ensure high quality internet access in order to utilize the system. Avail currently hosts many of their clients' databases at their high -security facility and redundant server array and is very capable of adequately hosting Petaluma Transit. Over the 5 -year life of the product, the traditional model could cost the City about $94,000, while the hosted model would be about $77,000. The hosted model is preferred by many smaller transit agencies and recommended for Petaluma Transit due to its lower demand on IT staffing, lower server requirements, and higher reliability. Implementing the new system is estimated to take five to nine months after execution of the professional services agreement by the City. Existing funding shall be used to cover expenses in the Phase 1, with pending funding (available by March, 2015) programmed by MTC used to complete the project. The Transit Advisory Committee recommends that City Council award the project to Avail Technologies, Inc in an amount not -to -exceed $686,118. The proposed action meets Council Goal: "Plan for and implement priority capital projects as funding permits". FINANCIAL IMPACTS The AVL/CAD project's funding is a mix of prior year and FY 2014-2015 Transit Capital Priorities (TCP) Federal Transit Administration (FTA) funding programmed through MTC as summarized in the table below. Local match funds consist of traffic impact fees, Prop 1B state funds, and local TDA transit funds. The value of the Professional Services Agreement with Avail is $686,118, which includes five years of cellular communications services and extended maintenance, support, and warranty, including free upgrades, bug fixes, and training opportunities. The total estimated cost to purchase and implement this project is $718,302. AVL/CAD Project FY 2013-2014 CIP Revised Project Budget AVL CAD System — Avail Technologies Final Negotiated Pricing for Petaluma Transit, including all equipment and 5 years of hosting and cellular data communication costs $420,000 $686,118 Design $ 25,000 $ 0 Contingency $ 15,000 $ 17,184 CIP Overheads $ 40,000 $ 15,000 Total $500,000 $718,302 Local Match & Prior Year FTA Funding Sources Dedicated to AVL/CAD Project MTC Transit Performance Incentives $ 95,000 $ 0 FY 2014-2015 FTA TCP Funds $ 0 $352,302 Prior Year FTA Funds " $227,000 $166,371 City Traffic Impact Fees * $ 22,000 $136,477 PTMISFA (Prop 1B Transit Funds)" $ 0 $ 52,167 Petaluma Transit TDA Reserves °` $156,000 $ 10,985 Total Funding Sources $500,000 $718,302 *In hand and available now, total is $366,000 The proposed action would authorize approval of the entire contract in the amount of $686,118 but only authorize the City Manager to issue a notice to proceed for product and services up to the amount currently available not to exceed $366,000. Upon final approval by the MTC for the FY 2014-2015 FTA TCP Funds in the amount of $352,302, the City Manager would be authorized to issue a notice to proceed for the remaining products and services. It is anticipated that the MTC approval for current fiscal year funding will occur by March 1, 2015. ATTACHMENTS 1. Resolution 2. Avail Technologies proposal for AVL/CAD for Petaluma Transit 3. Professional Services Agreement with Avail Technologies, Inc. RESOLUTION AUTHORIZING THE PURCHASE OF AUTOMATIC VEHICLE LOCATION COMPUTER AIDED DISPATCH (AVL -CAD) SYSTEM FROM AVAIL TECHNOLOGIES INC. IN A PHASE I NOT TO EXCEED AMOUNT OF $366,000 AND A FULL PROJECT IMPLEMENTATION NOT TO EXCEED AMOUNT OF $688,118, AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE PROJECT AND REVISING AND APPROVING THE CH' PROJECT # C65501503 BUDGET WHEREAS, in accordance with the City of Petaluma Charter and Municipal Code, and other applicable law, City staff participated in a multi -agency procurement with neighboring Soltrans and Napa County Transportation and Planning Agency, which featured a Request for Proposals (RFP) for procurement of an automated vehicle location and computer aided dispatching system (AVL/CAD) (the Project); and WHEREAS, participation in a multi -agency procurement offers clear benefits to the City in terms of greater vendor interest and more competitive pricing; and WHEREAS, the RFP was issued on May 8, 2014, and two (2) proposals were received by the June 19, 2014 deadline and opened in accordance with applicable law; and WHEREAS, each proposal was evaluated by staff from each participating agency with professional consulting assistance provided by a Soltrans consultant based on the criteria for evaluation in the RFP; and WHEREAS, after evaluation and vendor presentations, staff from all agencies unanimously identified Avail Technologies, Inc. ("Avail'), as the selected vendor which was most responsive to the RFP, and the selection was approved by the Soltrans (lead agency) Board of Directors on August 15, 2014, leaving each agency to finalize equipment options and final quantities with Avail, which for Petaluma amounts to $686,118; and WHEREAS, Avail cannot honor the favorable pricing indefinitely and requires a coimnitment by the City in December to hold the pricing and not escalate the pricing to calendar 2015 rates; and WHEREAS, staff has determined that Avail is a qualified vendor and qualified to provide and support the Project; and WHEREAS, grant funds in excess of the cost of the initial system purchase will be used to procure additional hardware in the coming years; and WHEREAS, the City currently has available funding in the amount of $366,000 for implementing phase 1 of the project. The City anticipates that the Metropolitan Transportation Commission will approve the FY 2014-2015 Federal Transit Administration funding to the City by March 1, 2015, which will allow implementation of phase 2 of the project. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City hereby: 1. Approves the revised project budget for CIP # C65501503 to $718,302. 2. In accordance with the City of Petaluma Charter and Municipal Code and other applicable law, finds Avail Technologies, Inc. to be the selected qualified vendor for the Project and authorizes the City Manager to execute the Project contract with Avail in an arnount not to exceed $686,118. 3. Authorizes the City Manager to execute all documents necessary to complete Phase I in a not to exceed amount of $366,000. 4. Authorizes the City Manager to execute all documents necessary to complete Phase II in a not to exceed amount of $320,118 contingent upon MTC authorizing the expenditure of FTA funds in an amount of $320,118 or an amount equal to the pending MTC allocation, whichever is lower. Avail will guarantee that you and the community you serve get every benefit possible from this investment by developing a long-term advanced user training program, maintaining regular customer support visits, and proactively supporting your IT staff through remote monitoring to spearhead any issues before they become a problem. A guarantee is something of a rarity in the transit industry, but at Avail we are confident in our ability to satisfy our customers through open and honest communication and by adhering to our traditional values mindset. Our Firm Fixed Price is just that — firm and fixed. Once we agree on a contract the price won't charge unless the scope changes. The long-term training program, the customer support visits, the remote monitoring of your system to keep an eye out for potential issues —it's included and all part of our pledge to you. Avail's seasoned team of professionals lead by Mr. Milo Thomas, a certified Project Management Professional, is dedicated to providing you with a solution that in modular and easy to understand so it can be fully adopted and utilized by your agencies. Our traditional values approach combined with nur progressive technologies complemented by Avail's unique and innovative processes provides a solid platfcrm on which we can confidently base our ac ib commitment to your success. This is a bold statement for any company, so we ask that you don't just take our word for it —give our customers a call. They've been in a situation just like you are now, comparing Avail with other vendors who may appear to offer a lower cost or a quicker turnaround time. Ultimately these customers chose Avail because they were looking for a vendor partner that was wholeheartedly committed to their satisfaction and success, notjust selling and installing a system. We know that procurements of this nature invite a certain level of risk to agencies that are making large investments in their future. By partnering with Avail and entrusting your project to our talented and experienced team, you're mitigating that risk and paving your road to success. We hope that the Evaluation Committee finds our proposal informative and we appreciate the opportunity to work with you as you move forward in this project. _.._Respectfully, Dorsey E. Houtz President & CEO Avail Technologies, Inc. Attachment 2 June 19, 2014 Mr. David Berman Program Analyst SolTrans 311 Sacramento Street Vallejo, California 94590 Dear Mr. Berman, Avail Technologies, Inc. is pleased to provide SolTrans, Petaluma Transit, and NCPTA with our proposal in response to your Request for Proposal: Computer Aided Dispatch and Automated Vehicle Location System. Avail has crafted our solution and prepared this proposal based on nearly two decades of experience designing, developing, and maintaining Intelligent Transportation Systems (ITS) for Public Transit properties throughout North America. If you have any questions during your evaluation of our proposal, please do not hesitate to contact us: Pr000ser Identification: POC: Mark Krueger Avail Technologies, Inc. Email: cr000sals(a)availTeccom 196o Old Gatesburg Rd. Phone: 824-234-3394,ext.1062 Suite 200 Fax: 814-234-3393 State College, PA 16803 Authority to Obligate the Companv: Dorsey E. Houtz— President or Jeffrey Pogue—Treasurer Avail Technologies, Inc. is a financially strong private corporation with no parent company, committed to supporting all of our projects. Proposal Validity: This offer shall remain valid for a period of go days from June 19, 2014. Should SolTrans, Petaluma Transit, or NCPTA need additional time, please contact Avail for an offer extension. Receipt of Addenda: Avail acknowledges receipt of addenda A through E. As requested in the RFP, Avail has reviewed all contractual terms and conditions and is willing to enter into agreements with all three (3) agencies utilizing the standard agency agreement. Submitting this proposal is our opportunity to demonstrate our ability to revolutionize your technology by partnering with you to help create a greater level of efficiency and reliability. We understand that all three properties aim to: Improve on-time performance 10 Improve dispatch reliability and efficiency v` Increase ridership %K Improve scheduling and planning -w/ Improve data management and reporting 0 Petaluma PRICE PROPOSAL Revised 9/18/2014 NO. ITEM DESCRIPTION UNIT QTY. UNIT PRICE EXTENDED PRICE BASE PRICE ITENIS I System Design LS I S 15,507,06 S 55,507.06 2 CAD/AVI, Svstent Sol9Ware and Licensing LS I S 17,49830 S 17,49520 3 hosted Servers (5 years) LS 1 S 76,738.07 S 76,739.07 4 Workstations at Dispatch and Administrative offices EA 3 S 2,036.39 $ 6,109.18 7 On Roarrl Fquipment (Fired Route) EA t 1 S 12,444.04 S 136,S8439 8 On Board Equipment(Supervisor Vehicles) EA 4 S 5,040.04 S 20,160.17 9 Communications System for Mobile Devices — at Di itch LS 1 S 10,697.85 S 10,697.85 I I Cellular (3GAG) Service (5 years) LS 1 S 27,711.69 S 27,713.69 12 Testing LS 1 S 42,190.10 S 42,190.10 13 Maintenance Service Agreement (5 years) (Years 2-5, Year 1 is included) LS I S 146,144.75 S 146,144.75 14 Training LS 1 S 17,083.54 S 17,083.54 15 511 Integration LS 1 Included S - 16 Connection Protection L-A I Included S - 19 Data Management System LS I S 1,666.67 S 1,666.67 19 Mobile Work Stations for Supervisors EA 4 S - S - AI Transit Signal Prionity Integration EA 11 S 1,350.81 S 14,855.88 A2 Farebos Integration EA I 1 S 24358.48 A3 Automatic Vehicle Monitoring PA I1 S 287.27 S 3,160.62 20 Spare VF U EA 2 S 2,161.29 S 4.3312358 21 Spare GPS receiver EA 2 Included in MDT S - 22 Spare Antenna Lk 2 S 67.88 S 135.76 23 Sparc NIDT L-A 2 S 1.888.79 S 3.777.58 2_ — Spare Cellular Rower (3G/4G) and WLAN commmnicni ions card EA 2 Included in MDT S - 26 Spare APC E-A 2 S 2_.071.69 $ 4,143.38 27 SparcAVA EA 2 S 309.53 S 619.06 29 Real-time Bus Stop Sign EA 5 S 14,212.51 S 71,06256 30 Spare Power Filters EA 5 S 89.85 .S 449.23 31 Spare RCU EA 5 S 187.30 S 936.52 TOTAL BASE PRICE: $ 686,117.71 CVC21 L- 8 Attachment 3 PROFESSIONAL SERVICES AGREEMENT Computer Aided Dispatch (CAD) and Automated Vehicle Location (AVL) System (Title of Project) FY 1414=15 Fund # 6590 Cost Center 65999 Object Code 54151 Project # C665501503 Amount $686,118 For multi-year contracts or contracts with multiple accounts: FY Fund#_ Cost Center _ Object Code Project Amount$_ FY Fund # Cost Center Object Code _ Project # _ Amount $_ FY Fund#_ Cost Center _ Object Code _ Project #_ Amount$_ FY Fund #_ Cost Center _ Object Code _ Project # _ Amount $_ FY Fund # _ Cost Center _ Object Code _ Project # _ Amount $_ THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of , 20_ ("Effective Date"), by and between the City of Petaluma, a municipal corporation and a charter city ("City") and Avail Technologies, Inc., a Pennsylvania Corporation ("Consultant") (collectively, the "Parties"). WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing professional services to City under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: 1. Services. Consultant shall provide the services as described in and in accordance with the schedule set forth in Exhibit "A" attached hereto and incorporated herein ("Services"). 2. Compensation: Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Consultant in accordance with the rates specified in Exhibit A. B. Consultant shall submit detailed monthly invoices reflecting all services performed during the preceding month, and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Consultant shall be compensated for services in addition to those described in Exhibit A, only if Consultant and City execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $686.118.00 without prior written authorization of the City Manager. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the City Manager. D. Notwithstanding any provision herein, Consultant shall not be paid any compensation until such time as Consultant has on file with the City Finance Department a current W-9 form available from the IRS website (www.irs.govl and has obtained a currently valid Petaluma business tax certificate. E. City's obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terms and conditions of this Agreement and any amendments thereto. Term. The term of this Agreement commences on the Effective Date, and terminates on , unless sooner terminated in accordance with Section 4. Upon termination, any and all of City's documents or materials provided to Consultant and any and all of the documents or materials prepared for City or relating to the performance of the Services, shall be delivered to the City as soon as possible, but not later than fourteen (14) days after termination of the Agreement. 4. Termination. City may terminate this Agreement without cause upon ten (10) days' written notice. City may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Consultant shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of City in accordance with the terms and conditions of this Agreement. If City terminates this Agreement for cause, Consultant shall be liable to City for any excess cost City incurs for completion of the Services. 5. Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional skills in performing the Services. City has relied upon said representation as a material inducement to enter into ibis Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of City. This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this Agreement. City shall furnish to Consultant no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. S. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain that the Services are being performed in accordance with the requirements and intentions of this Agreement. All work done and materials furnished, if any, shall be subject to 10 inspection and approval by the City. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. 10. Progress Reports. Upon the City's request, Consultant shall provide, in a form acceptable to City, written progress reports of all oral and written observations, opinions, recommendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11. Confidentiality. In the course of Consultant's employment, Consultant may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information, except as required for the performance of the Services. 12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. Consultant further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Consultant represents that no one who has or will have any financial interest under the Agreement is an officer or employee of City. If such conflict of interest arises during this Agreement or any extension, Consultant will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the City's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants subject to the City's Conflict of Interest Code include those whose work may involve: making government decisions regarding approval or adoption of rates, rules, or regulations, action on permits or other applications, authorization to enter into or modify contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply fully with all such requirements to the extent they apply to Consultant's performance of the Services. 13. Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Consultant's profession. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 15. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement shall be made without the prior written consent of City. 16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract any portion of performance of the Services without the prior written consent of City. Any such subcontractors shall be required to comply, to the full extent applicable, with the terms and conditions of this Agreement, including but not limited to, procuring and maintaining insurance coverage as required herein and which shall name City as an additional insured. 17. Compliance With All Laws. Consultant shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the performance of the Services required hereunder, including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the Services. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Living Wale Ordinance. Without limiting the foregoing Section 17, Consultant shall comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36, Living Wage (the "Living Wage Ordinance"), as the same may be amended from time to time. Upon the City's request Consultant shall promptly provide to the City documents and information verifying Consultant's compliance with the requirements of the Living Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this Agreement, notify each of its affected employees as to the amount of wages and time off that are required to be provided to them pursuant to the Living Wage Ordinance. The Acknowledgement and Certification Pursuant to City of Petaluma Living Wage Ordinance, attached to this Agreement as Exhibit C shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with the requirements of the Living Wage Ordinance. Consultant's noncompliance with the applicable requirements of the Living Wage Ordinance shall constitute cause for City's termination of this Agreement pursuant to Section 4 hereof. 19. Discrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, ancestry, gender, sexual orientation, age or physical or mental disability in violation of any applicable law. 20. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or 12 (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. City: City Clerk City of Petaluma Post Office Box 61 Petaluma, California 94953 Phone: (707) 778-4360 Fax: (707) 778-4554 Email: cityclerk@ci.petaluma.ca.us And: Dan St. John. Director Citv of Petaluma, Public Works & Utilities Dent 202 N. McDowell Blvd. Petaluma, CA 94954 Phone: 707-778-4584 Fax: 707-7784508 Email: dstiohn(@,ci.petaluma.ca.us Consultant: Jeffrey Pogue. VP of Operations Avail Technologies_ Inc. 1960 Old Galesburg Rd., Ste. 200 State College. PA 16803-2241 Phone: 814-234-3394. x 1029 Fax: 814-234-3393 Email: JBPnn.availTee.com 21. Ownership of Documents. All original papers, documents or computer material on disk or microfilm, and copies thereof, produced as a result of this Agreement, shall be the property of City and may not be used by Consultant without the written consent of City. Copies of such documents or papers shall not be disclosed to others without the written consent of the City Manager or his or her designated representative. 22. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. 13 The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs fust. In the event that the City must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the City in filing such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement. Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. Notwithstanding the foregoing, to the extent that the Services include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Consultant's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 23. Insurance. Consultant shall comply with the "Insurance Requirements for Consultants" in Exhibit B-2, attached hereto and incorporated herein by reference. [Indicate attached exhibit, e.g., B-1, " B-_', " 'B-3, " or B-4. 'I 24. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 25. Litigation. If litigation ensues which pertains to the subject matter of Consultant's services hereunder, Consultant, upon request from City, agrees to testify therein at a reasonable and customary fee. 26. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and that the Parties agree that, notwithstanding Civil Code Section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 14 27. Governine Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 28. Non -Waiver. The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in full force and effect. 29. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 31. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. 32. Consultant's Books and Records. A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. 15 33. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 34. Survival. All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination or expiration of this Agreement. 35. Entire Agreement. This Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Parties with respect to the Services, and supersedes all prior agreements or understandings, oral or written, between the Parties in this regard. IN IA71TNESS WHEREOF, the parties hereto have executed this document the day, month and year First above written. CITY OF PETALUMA City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attomey APPROVED: Department Director APPROVED: Risk Ntanager APPROVED: Finance Director file mmc: CONSULTANT By Name �it)�Z WilJ- C -i +14"ICIA S Title 1960 Old Gatesburg Rd Address State College, PA 16803-2241 city State zip 25-1831158 Taxpayer I.D. Number L-0951116 Petaluma Business Tax Certificate Number 16 EXHIBITA..,....�evaee,,.,, June 19, 2011, Mr. David Berman Program Analyst SOITran5 311 Sacramento Street Vallejo, California 94590 Dear Mr. Berman, Avail Technologies, Inc. is pleased to provide SolTrans, Petaluma Transit, and NCPTA with our proposal in response to your Request for Proposal: Computer Aided Dispatch and Automated Vehicle Location System. Avail has crafted our solution and prepared this proposal based on nearly two decades of experience designing, developing, and maintaining Intelligent Transportation Systems (ITS) for Public Transit properties throughout North America. If you have any questions during your evaluation of our proposal, please do not hesitate to contact is: Proposer Identification: POC: Mark Krueger Avail Technologies, Inc. Email: pronosals�atavailT=_�.ro�r. i96o Old Gatesburg Rd, Phone: 816-234-3394, ext. 1062 Suite zoo Fax: 814-234-3393 State College, PA 16803 Authority to Obligate the Company: Dorsey E.Houtz— President or Jeffrey Pogue—Treasurer Avail Technologies, Inc. is a financially strong private corporation with no parent company, committed to supporting all of our projects. Proposal Validity: This offer shall remain valid for a period of go days from June 19, 2o14. Should SolTrans, Petaluma Transit, or NCPTA need additional time, please contact Avail for an offer extension. Receiot of Addenda: Avail acknowledges receipt of addenda A through E. As requested in the RFP, Avail has reviewed all contractual terms and conditions and is willing to enter into agreements with all three (3) agencies utilizing the standard agency agreement. Submitting this proposal Is our opportunity to demonstrate our ability to revolutionize your technology by partnering with you to help create a greater level of efficiency and reliability. We understand that all three properties aim to: v` Improve on-time performance V Improve dispatch reliability and efficiency 4' Increase ridership d Improve scheduling and planning Improve data management and reporting 17 Avail will guarantee that you and the community you serve get every benefit possible from this investment by developing a long-term advanced user training program, maintaining regular customer support visits, and proactively supporting your IT staff through remote monitoring to spearhead any issues before_ they become a problem. A guarantee is something of a rarity in the transit industry, but at Avail we are confident in our ability to satisfy our customers through open and honest communication and by adhering to our traditional values mindset. Our Firm Fixed Price is just that — firm and fixed. once we agree on a contract the price won't change unless the scope changes. The long-term training program, the customer support visits, the remote_ monitoring of your system to keep an eye out for potential issues — it's included and all part of our pledge to you. Avail's seasoned team of professionals lead by Mr- Milo Thomas, a certified Project Management Professional, is dedicated to providing you with a solution that in modular and easy to understand so it can be fully adopted and utilized by your agencies. Our traditional values approach combined with our progressive technologies complemented by Avail's unique and innovative processes provides a solid platform on which we can confidently base our i00% commitment to your success. This is a bold statement for any company, so we ask that you don't just take our word for it —give our customers a call. They've been in a situation just like you are now, comparing Avail �,vith other vendors who may appear to offer a lower cost or a quicker turnaround time. Ultimately these_ customers chose Avail because they were looking for a vendor partner that was wholeheartedly committed to their satisfaction and success, not just selling and installing a system. We know that procurements of this nature invite a certain level of risk to agencies that are making large investments in their future. By parnering with Avail and entrusting your project to our talented and experienced team, you're mitigating that risk and paving your road to success. We hope that the Evaluation Committee finds our proposal informative and vie appreciate the opportunity to work with you as you move forward in this project. Respectfully, Dorsey E. Houtz President & CEO Avail Technologies, Inc. 18 Petaluma PRICE PROPOSAL Revised 9/18/2014 ITEM DESCRIPTION UNIT QTY. UNIT PRICE EXTENDED PRICE ITENTS 2 CAD/AVL System Solhvare and Licensing LS I is 17,498.20 S 17,498.20 3 Husted Servers (5 years) LS 1 S 76,738.07 S 76,738.07 4 Workstations at Dispatch and Administrative offices EA 3 S 2,036.39 - $ 6,109.18 7 On Board Equipment (Fixed Route) EA I 1 S 12,444.04 S 136,884.39 8 On Board Equipment (Supervisor Vehicles) EA 4 S 5,040.04 S 20,160.17 9 Communications System for Mobile Devices— at Disnatch LS I S 10,697.85 S 10,697.85 I l Cellular (3G/4G) Service (5 years) LS I S 27,713.69 S 27.713.69 12 Testing LS I S 42,190.10 S 42,!90.10 13 Maintenance Service Agreement (5 years) (Yrs 2-5, Year 1 is included) LS 1 S 146,144.75 S 146,144.75 14 Training LS I S 17,083.54 S 17,083.54 511 integration LS I Included S S - WDE 6on Protection EA I Included S anagement System LS I S 1,666.67 S 1,666.67 Mobile Work Stationsfor Supervisors I EA 1 4 IS - S 20 Spare VLU EA 2 is 2,161 29 S 4,322.58 21 Spare GPS receiver EA 2 Included in MDT S - 22 Spare Anteuna EA 2 S 67.88 S 135.76 23 Spare MDT EA 2 S 1,888.79 5 3,777.58 25 Spam Cellular Romer (3G/4G) and WLAN communications card EA 2 Included in MDT S - 26 Spam APC EA 2 S 2,071.69 S 4,143.38 27 Spare AVA EA 2 S 309.53 IS 619.06 29 Real-time Bus Stop Sign EA5 S 14,212.51 S 71,062.56 30 Spare Power Filters EA 5 S 89.85 S 449.23 31 Spare RCU I EA 1 5 IS 187.30 S 936.52 TOTAL BASE PRICE: S 686,117.71 19 Petaluma PAYMENT MILESTONES Revised 9/18/2014 Avail's proposed pricing is based on the following payment milestone schedule. Avail shall submit an invoice to NAPA Vine upon the successful completion of each milestone. Payment is due Net 30. Payment Milestone Deliverables Payment % Payment Amount Discovery /Kickoff Discovery Visit Summary 5% $ 34,305.89 Baseline Project Schedule Baseline Requirements Matrix Planning/ Requirements Review Site Survey Summary 10% $ 68,611.77 Vehicle Survey Summary Preliminary Design Document Configuration /Design Review Final Design Document 1096 $ 68,611.77 Training Plan Installation Manuals Final Ordering of Equipment Purchase Orders for Equipment 10% $ 68,611.77 Acceptance Test Plan Initial Assessment /FAT FAT Test Procedures 1595 S 102,917.66 Customer -witnessed FAT FAT Test Results Documentation Pilot Test Procedures Delivery of Servers Pilot Equipment Delivery/ Pilot Delivery of Pilot Vehicle Equipment 15% $ 102,917.66 Pilot Test Pilot Test Results Documentation Equipment Delivery Delivery of Vehicle Equipment 10% $ 68,611.77 Delivery of Spare Equipment Adoption / Rollout Vehicle Installations 5096 Complete 10% $ 68,611.77 System Test Procedures Secondary Assessment / System Full System Test 10% $ 68,611.77 Acceptance Test (SAT) System Test Results Documentation Punch List and Closeout Plan Operational Improvement/30-Day Final System Documentation 5% $ 34,305.89 Test Final User Manuals TOTAL 100% $ 686,117.71` 20 EXHIBIT B INSURANCE REQUIREMENTS Consultant's performance of the Services under this Agreement shall not continence until Consultant shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Consultant shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Consultant, the Consultant's agents, representatives, employees and subcontractors. Required professional liability insurance shall be maintahied at the level specified herein for the duration of this Agreement and any extension thereof and for twelve additional months following the Agreement termination or expiration. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. 2. Insurance Services Office form covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability insurance. 5. Such other insurance coverages and limits as may be required by the City. B. Minimum Limits of insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. 4. Professional Liability insurance: $1,000,000. 5. Such other insurance coverages and limits as may be required by the City. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or 21 self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except atter thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. F. Verification of Coverage Consultant shall furnish the City with original endorsements effecting coverage required . by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. EXHIBIT C ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA LIVING WAGE ORDINANCE PETALUMA MUNICIPAL CODE CHAPTER 8.36 The City of Petaluma Living Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter 8.36, applies to certain service contracts, leases, franchises and other agreements or funding mechanisms providing financial assistance (referred to hereafter as an "Agreement') between the City of Petaluma ("City") and/or the Petaluma Community Development Commission ("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding or financial benefits ("covered entities"). Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or proposal for any Agreement subject to the Ordinance, the covered entity shall: ® Acknowledge that the covered entity is aware of the Ordinance and intends to comply with its provisions. Complete the Report of Charges, Complaints, Citations and/or Findings contained in this Acknowledgement and Certification by providing information, including the date, subject matter and manner of resolution, if any, of all wage, hour, collective bargaining, workplace safety, environmental or consumer protection charges, complaints, citations, and/or findings of violation of law or regulation by any regulatory agency or court including but not limited to the California Department of Fair Employment and Housing, Division of Occupational Safety and Health (OSHA), California Department of Industrial Relations (Labor Commissioner), Environmental Protection Agency and/or National Labor Relations Board, which have been filed or presented to the covered entity within the ten years immediately prior to the bid, proposal, submission or request. Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each covered entity shall certify that its employees are paid a living wage that is consistent with Petaluma Municipal Code Chapter 8.36. By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy and completeness of information provided in the Report of Charges, Complaints, Citations and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing this Acknowledgement and Certification is authorized to bind the covered entity as to the matters covered in this Acknowledgment and Certification. Pagel of3 LIVING WAGE ACKNOWLEDGEMENT AND CERTIFICATION (1638697.2) Nov 2012 23 SO ACKNOWLEDGED and CERTIFIED: Project or Contract I.D: _ Avail Technologies, Inc Date: December 3, 2014 (Print Name of Covered Entity/Business Capacity) By .1�2y (Print Name) A/ P_ (Signatures Its J. �(eSi3ta 1'af C�P�ra1S (Title /Capacity of Authorized Signer) Page 2 of 3 LIVING WALL ACKNOWLEDGEMENT AND CERTIFICA TION (1 63,4697 2) Nm• 2012 24 REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120 FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND/OR FINDING OF VIOLATION OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LIMITED TO THE CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF TNDUSTRTAL RELATIONS (LABOR COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL LABOR RELATIONS BOARD, WHICH: ® AFFECTS YOU ASA PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY DEVELOPMENT COMMISSION -FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA MUNICIPAL CODE CHAPTER 8.36 (LIVING WAGE ORDNANCE), AND ® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS INMIEDIATELY PRIOR TO THE BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT AND CERTIFICATION IS MADE. PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING. IF NONE, PLEASE STATE "NONE": /010 1 t C ATTACH ADDITIONAL PAGES IF NEEDED. Date: Regulatory Agency or Court: Subject Matter: Resolution, if any: Expected resolution, if known: Page 3 of LIVING WAGE ACKNOWLEDGEMENT AND CERTIFICATION (1638697.2) Nov 2012 25