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HomeMy WebLinkAboutStaff Report 3.C 07/15/2019DATE: July 15, 2019 TO: Honorable Mayor and Members of the City Council through the City Manager "QL- FROM: Dan St. John, F. ASCE —Director, Public Worlcs and Utilities Jared Hall — Transit Manager, Public Works and Utilities SUBJECT: Resolution Authorizing an Amendment to a Professional Services Agreement with Avail Technologies for Upgrades of the Petaluma Transit Automated Vehicle Location / Computer Aided Dispatch System RECOMMENDATION It is recommended that City Council adopt the attached Resolution Authorizing an Amendment to a Professional Services Agreement with Avail Technologies for Upgrades of the Petaluma Transit Automated Vehicle Location / Computer Aided Dispatch System. ����:zerz�Ir�►rr� The City currently operates a fleet of 14 fixed route buses and 9 paratransit vehicles. All the fixed route vehicles currently utilize the Avail Technologies Automated Vehicle Location / Computer Aided Dispatch (AVL/CAD) system. This system is vital to ensure that the Petaluma Transit System operates with full functionality as this system fulfills several needs including: • Assisting Petaluma Transit dispatch staff by showing the current location of buses, the name of the driver, how many passengers are on board, and the route on-time status. • Driving instruction to drivers on trip and stop times and directions for driving fixed routes, helping to reduce the need for paper manifests. • Helping to provide on bus utilization and ridership data collection in conjunction with the on -board automated passenger counters. • 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 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. In order to maintain functionality, the Avail system requires a consistent data connection to the Avail server network via cellular data tbrough modem gateways installed on each bus. 7 DISCUSSION In December 2014, City Council approved awarding of the Professional Services Agreement (PSA) for the Petaluma Transit AVL/CAD system to Avail Technologies. This project award was part of a competitively bid procurement involving the City of Petaluma along with Solano County Transit and the Napa County Transportation Planning Agency to procure AVL/CAD systems for all three agencies. The PSA, running through the end of December 2020, was awarded with a not to exceed amount of $686,118. Avail has been the provider of the Petaluma Transit AVL/CAD system since 2014 and provides routine maintenance of the Avail system and regular software platform upgrades with the City responsible for the cost of new or replacement capital as needed. To maintain functionality of the Avail system, the buses must have connectivity to Avail servers and data via a cellular modem connection. However, the 3G modems/technology that Avail uses will stop being available and supported for use at the end of the calendar year 2019 due to restrictions imposed by the cellular provider that the Avail system uses. 3G technology is generally being phased out in the US across all cell providers. As a result, the existing 3G modem gateways currently installed on Petaluma Transit vehicles will need to be upgraded to new modems which utilize 4G technology to maintain functionality. To ensure uniformity of operation across all their transit operators, Avail recommends using a standardized modem for its operators: the Digi Transport WR64 modems. The Digi WR64 is the only modem, which Avail will support if installed, that works in full compatibility with their system. To ensure that the Avail data feed and on -board customer wi-fi internet systems continue with their current functionality and are supported by Avail, upgrading to the Digi WR64 modem is necessary by the end of December 2019. Upon being upgraded, the Avail system along with dispatch and the on -vehicle Wi-Fi will maintain current functionality, possible with better connectivity and improved accurate of the Petaluma Transit vehicle locations system through the Avail MyStop platform/Web site. Given the fact that the AVL/CAD system was competitively bid and awarded to Avail at significant cost of $686,118 in 2014, and that the system isn't intended to be replaced in the near term, staff recommends this authorization of the amendment of the existing PSA, allowing for the upgrade of the system and services. The amendment is an increase of $81,115 and revised amount not to exceed amount of $767,233, which includes replacement modems for 14 fixed route vehicles with two spare units, and five modems for the Petaluma supervisor vehicles, which are used to help locate them remotely, warranty and support. 2 PUBLIC OUTREACH This item was discussed by the Petaluma Transit Advisory Committee on June 6t1i who passed a recommendation that Council adopt the attached resolution for awarding the amendment to Avail Technologies. This agenda item also appeared on the City's tentative agenda document on Monday, July 1, 2019 which was a publicly -noticed meeting. FINANCIAL IMPACTS Of the $81,115 project cost, 80% is covered by FTA 5307 funds up to $60,000 with a 20% local match requirement that will be covered by TDA funding allocated annually to the City. The amount added to the PSA per this amount is $81,115 would be covered with $60,000 in FTA 5307 funds and $21,115 in City TDA funds. The total amount for the PSA will increase from $686,118 to $767,233. Transit has sufficient funding for the local match component of the project in its available TDA funding and the project is currently included in the current year budget. ATTACHMENTS 1. Resolution 2. Existing Avail PSA 3. Amendment #1 to PSA 3 Attachment 1 RESOLUTION AUTHORIZING AN AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT WITH AVAIL TECHNOLOGIES FOR UPGRADES OF THE PETALUMA TRANSIT AUTOMATED VEHICLE LOCATION /COMPUTER AIDED DISPATCH SYSTEM WHEREAS, the City operates a fleet of fixed route buses to provide transit service throughout the City; and WHEREAS, the Petaluma Transit fixed route bus system uses an Automated Vehicle Location /Computer Aided Dispatch (AVL/CAD) system to help provide more efficient operations; and WHEREAS, the City previously awarded a competitively bid project award to Avail Technologies to provide the City AVL/CAD system for the city fixed route bus system; and WHEREAS, the current gateway modems needed to operate the Avail AVL/CAD system have become obsolete and will no longer function after December 2019; and WHEREAS, the City seeks to upgrade the outdated modems to new units that will allow for continued operation of the Petaluma Transit fixed route bus system and Avail platform supporting it; and WHEREAS, the City having previously awarded the competitively bid Professional Services Agreement for the Petaluma Transit AVL/CAD system to Avail Technologies, seeks to amend this PSA with Avail for upgrades of the on -vehicle gateway modems; and WHEREAS, the City cui7•ently has available FTA 5307 funding awarded in the amount of $60,000 and TDA funding in the amount of $21,115 to complete the project. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma approves award of a purchase order and amendment of the existing PSA to Avail Technologies for upgrades of the Petaluma Transit AVL/CAD System modem hardware in the amount of $81,115 with a revised total for the PSA not to exceed $767,233 and authorizes the City Manager to execute all documents necessary to complete the purchase. Exhibit A to Resolution C°rn uter,gid d D��SSjQI��L S� Fy tch CAD and Au oC�s A�-�.E T`¢=? s Fund # 6590 iTitle ofpraJec � d vehicle Loco ��' -`� Cost C°rater 659 Adz. '� Py. --ti. Fu PDr rrtufti year~_ Object- Code '� stt;m _..._ ............._.........FI, ad# ...._. contracts.... 54�� pro F�,'-�--�. Ppnd # -----~ Cast Center or °p°tracts with Ject # C665SOt503 Fy -�--_ .Fund#'----_ Cost Center ----_. Object Code rnuitipfe account~� s�` `mount $68,8 fiy� �nnd#---`_ CostCenter "--_. Object Code "`--- project# and # st Center �'`_ Object Code '�-`-_ prOJect # ""� amount $ ~--- Cost Center "`' Object Code �'�" project, `"' amount $•""' PHIS PIt ~---_ Object Code �``" Prajeet m �---__ Amannt ,$~--'� as °f --�F�S',SjON -�-�_ Projector --�"- '4mount,g�---_ ��: AL SER �~-- Amount$---.�_ municipal c t� � C° orationlp°ration and a oho ffectivo D �'°core ( Consultant" city ate �, by and betwzs el�tered into and (eo�eCt vely, the p }� and cera tho offective P�ess � aS, the p artier".Avail �`echnolo las I City ofPetalurna I scr artier entcr � � vices to Cit ort° this �q ne.' a Perms Ivania ��E-REFp Y twder �o torms andment fax agree as foll�, in consider conditions set art he ws. anon ofth°mutual ooVe ere�.COnsultant providing 1. runts coma' ka--� ices. Ca used � this A nsultant shall �'eemont, the « schedule set fort Provide the Parties ( Services"), ser h �n Exhibit «A„ vices as described . 2• attaohed andnd jn C°m ensafzo hereto accordance n� -business incorporated with A. 7'ax Certi#icafe. herein FDr the full co Dorf°xmanoe mpensate Consultant B' In accord the Services Consultant shall once with as described performed submit the rates s e herein, Cit durin detailed Mont clfed in E Y shall Performance and g the Precedin hly � xhibit A, C• additional d g month v°zoos rade C°nsuitant 'and incIudin sting all Exhibit A shall 6e °Cementation re g a re servic�S oral cOmPensated geested by Cit vised schedule for Agreement Y if Consultant and°r service Y, as applicable, COn�pensation�Q cribing the Cit sin addition to additionalY execute a �-ittola thOS° d°scribe under this ,q be Paid far sus 'services din the Cit �'eement excee h services. In to be amendment to this COm Y Manager F d X686 l l$.O nO Case shall thperforined and the P°Hent atfac urther, no without fatal c authorlaation of � ° Cit th a s b � e�sation forPraar written hompensation D• Pecific g shall b a section cion( Ization of �°twithst Y l�lanager. audin e exceeded Fv°rk program c°mPensatian gtil ray Provision her without prior such written ePartment a c time as em= Consultant s and has obtainer meant � 9 Consultant hall z�ot a C Y vaI d available fr°ma the IRS With th° Cit Paicl any �'entl Petalu ma busine Website Y Finanoe ss tax Gertz fcate. ��vw�"`�-�) 1 Ptt(7rr_o..__ 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. 3. Term. The tern of this Agreement commences on the Effective Date, and terminates on 12/31/2020, unless sooner tenninated 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. TermMation. 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 this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perfann 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 the4same. 7. Licenses, Permits, Etc. Consultant shall , at Consultant's sale cost and expense, keep in effect at .all times during the teen of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. 8. 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 ascert ain 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 PROFESSIONAL SGRVICCS AG[t>;CMEN'1- (G0�)32 I) J une 20 I I 6 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, 3, Tei m, 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 I ncurs 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 this 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. 8. 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 opport unity 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 3 PROFL.SSIONAI_ S[RVIC1;5 AGRCCMI:N"r 7 inspection and approval by the City. The inspection of such woric 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, I2. 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 became the sole and exclusive property of City upon delivery of the same. 15. Assignment/Transfer. Na assignment or transfer in whole or in part of this Agreement shall be made without the prior written eansen# 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 4 PROFESSIONAL SERVICES AGREEMENT (609321) June 23011 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 Wage 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 (1 S) 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, retuni 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 5 PROFESSIONAL SERVICES AGREEMENT (G(1932 t) June 2011 G (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 Cleric .. . City of Petaluma Post Office Box 61 Petaluma, California 94953 Phone: (707) 7784360 Fax: (707) 778-4554 Email: cityclerk@ci.petaluma.ca.us And: Dan St. John. Director City of Petaluma, Public Works & Utilities Dent. 202 N. McDowell Blvd. Petaluma, CA 94954 Phone: 707-778-4584 Fax: 707-7784508 Email: dstjolm a,ci.petaluma.ca.us Consultant: Jeffi-ey Pogue, VP of Operations Avail Technologies. Inc. 1960 Old Gatesburg Rd., Ste. 200 State Colleae, PA 168032241 Phone: 814-234-3394. x 1029 Fax: 814-234-3393 Email: JBP@availTee.com 21. t�wnership 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. I')�O[�CSSIONAL SGRVICGS AGRGEMGNT l0 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 first. 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 atl 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, [brdicate attached exhibit, e.g., "B4," "B -Z" "B-3," or, "B-4,1 24. Amendment. This Agreement. may be amended only by a written instrument executed by both Parties. 25. Litigation. If litigation ensues which pertauis 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. 7 P120t=LS5I0?JAL SI:I2VICCS AGRLEML-NT (b0)321)June ?Olt 11 27. Governing 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. 2$. 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 fierm or portion of this Agreement is held to Ue 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 Uusiness 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. PROPi;55fONAL SC[tVICES AGRCL-TtiENT (fi09321) lune ?0 I 1 12 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. 340 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. 3S. 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 WITNESS WHEREOF, the parties hereto have executed this document the day, month and year first above written. CITY OF PETALUMA City Manager ATTEST: APPRO D AS TO FORM: City Attorney APPROVED: E file name: 9 CONSULTANT Name j Title 1960 Uld Gatesburg Rd Address State College, RA 16803-2241 City State Zip 25-1831158 Taxpayer I.D. Number L-0951116 � ��,"(,{f,� Petaluma BusiAss Tax C rtificate Number I't20PGSSlOt+fAL SERVICG5 AGiti:Eivt[:N'1' (6D9321)Juna 2011 13 EXHIBIT A June 7gI za14 Mr. David Berman program Analyst SolTrans 311 Sacramento Street Vallejo, California 94590 Dear Mr. Berman, • ��aanoenaRC$Qti4syga Avail Technologies, Inc. is pleased to provide S01Trans, Petaluma Transit, and NCPTA with aur 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 evafuatian of aur proposal, please do not hesitake to contact us: Proaoser identification;_ Avail Technologies, Inc. 1960 Qld Gatesburg Rd. Suite zoo State College, PA 16803 POC: Marlc Krueger Email: arono5als(ia availTeccom Phone: 814-234-3394, ext. io62 Fax: 814-234-3393 Autharitx to Qbliclate the Company; porsey E. Houtz— President or Jeffrey Pogue —Treasurer Avail Technologies, Inc. is a financially strong private corporation with no parent company, committed ko supporting a!l of our projects. Proposal Validity: This offer shall remain valid for a period of go days from June 19, 2 a14. Should Salirans, 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 yvilling to enter into agreements with ail three (3) agencies utilizing khe standard agency agreement. Submitting this .proposal is our opportunity to demonstrate our ability to revolutionize your partnering with you to help create a greater level of efficiency and reliability. We understand technology by properties aim to: �/ improve on-time performance � Improve dispatch reliability and efficiency ( increase ridership Improve scheduling and planning Improve data management and reporting that all three 14 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 3.00% 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, 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 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. Dorsey E. Houtz ` President & CEO Avail Technologies, Inc. 15 Petaluma PRICE PROPOSAL Revised 9/18/2014 BASE PRICE ITEMS 10 ® offices Workstations at Dispatcli and Administrative Mwwo-31MMMU Am 136,88439 _ 210 _ im __._.._..__ - - ` Maintenance Service Aareenient (5 years) (Years .0%5, Year I is included) zM Data Management System Lim Mobile Work Stations for Supervisors 10A M10MMMENOMM legration 14"MR, MIN Included in MDT I communications card ( YJ 94VA spare 'iii..._.. _Power . ....® i .wa TOTAL BASE PRICLv-i4Rl� ••ia.o'J p 'Rrrf Revised 9/18/2014 Avail's proposed pricing is bosed 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. 17 Payment M�iestone Deltverab(es Payment °lo Payment Amount Discovery Visit Summary.... ..:. _ . ....... ............ ....... . Discovery / Kickoff o_ 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 _ Final Design DocumentTraining Configuration /Design Review 10% $ 68,611.77 Plan Installation Manuals Final Ordering of Equipment Purchase Orders for Equipment 10% $ 68,611,77 Acceptance Test Plan FAT Test Procedures Initial Assessment / FAT 15% $ 102,917.66 Customer -witnessed FAT FATTest 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 Delivery of Vehicle Equipment Equipment Delivery 10% $ 68,611.77 Delivery of Spare Equipment Adoption / Rollout Vehicle Installations 50% 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 17 EXHIBIT e Consultant's performance of the Services under this Agreement shall not commence 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 regiiirennoiits 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 maintained at the level specified herein for the duration of this Agreement and any extension thereof and for twelve additional' months fallowing 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. Contractualliability. 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,OQ0,000 per occurxence 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 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_liahility 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 after 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. �. 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. 19 E VI3[IBIT C ACKNOWLEDGEMENT AND CERTIFXCATION PURSUANT TO CITY OF PETALUMA LIVING WAGE ORDINANCE PETALUMA MUNICIPAL CODE CHAPTER 8.36 The City of Petaluma Living Wage Ordinance ("Ordinance"), PetaIuma 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 $.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 en#ity is a\vare 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 PetaIuma 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 executuig this Acknowledgement and Certifi cation, the covered entity (i) acknowledges that it is aware ofthc 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, Page 1 of 3 LI\'ING WAGE ACiiN'OIVLEDGEMENT AND CERTIFICAT[QN (1636697,?) Nov 2U12 SO ACKNOWLEDGED and CERTIFIED: Project or Contract I.D: Avail Technologies, Inc (Print Name of Covered Entity/Business Capacity) `J /s! Its (Print Name) (S (Title /Capacity of Author Signer) Page 2 Gf 3 Date: December 3, 2014 LIVING \NAGE AC4�NOWLEDGEIv1EN7' AND CERTIFfCATION (I b3SG97.2) Nov 2012 2i 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 CATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LTIvIITED 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: � AFFECTS YOU AS A PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY DEVELOPMENT COMMISSION -FUNDED AGREEIvfENT OR BENEFIT SUBJECT TO PETALUMA MUNICIPAL CODE CHAPTER 8.36 (ENING WAGE ORDTNANCEN , AND ® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE BID, PROPOSAL, SUBMISSION ORREQUEST FOR WHI CH THIS ACKNOWLEDGEMENT AND CERTIFICATION IS MADE, PLEASE PROVID E 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 `%LONE": ATTACH ADDITIONAL PAGES IF NEEDED. Date: Regulatory Agoncy or Court: Subject Matter: Resolution, if any: Expected resolution, iiknovrn: Page 3 of 3 LIVING WAGE ACh'TJGWLEDGENiENT AND CER'I'1FICATION (1638697.2) Nav 2012 22 ,--�� 9AVA1-1 OP ID: GB DATE (MMIDDIYYYY) �.. CERTIFICATE OF LIABILITY INSURANCE 1212312014 THIS CERTIFICATE 1S 1551JED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the V(ies) must be endorsed- if SUBROGATION IS WAIVEq subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRonucER Frost & Conn, Inc. P. O, Box 469 State College, PA 16804-0469 JohnP. Conroy, CIC ........._............... ........... ...... ... ._ ... . INsuRED Avait Technoiogies, Inc. 1960 Old Gatesburg Rd, Ste 200 State College, PA 16803 COVERAGES CERTIFICATE NUMBER: �IaM� " John P, Conroy, CIC PHGNN Ex 14814-237m#1492 FAX No): 814-234-0389 E MAIL .annavSa. ...................... .................. .. ....... . E: 1NSURER(Sj AFFORDING COVERAGE NAI Cincinnati Insurance Co _ 10677 Cincinnati Casualty Ins Co _ 28665 Atlantic Specialtv Ins Co REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELQW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIGY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE Ot�[I911T ACCORDANCE WITH THE POLICY PROVISIONS. I POLICY NUMBER POLICY EFF MMIDDIYY POLICY EXP MMIOD)YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 �) CLAIMS -MADE OCCUR X EPP 0124403 0110112015 01101 /2018 PREMISES (Ea cccurrence) $ 5003000 _ MED EXP (Anyone person) 5 10100D PERSONAL&ADVINJURY S 1,()00,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY a JE° I� LOC 21000,0()0 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 11000,000 BODILY INJURY (Per person) S A ANY AUTO X EBA 0124403 01/0112015 01/0112016 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per acadent) S _ X HIREOAUTOS X NON*OWNED AUTOS PROPERTY DAMAGE Per accident S _ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 2,000,()00 A EXCESS LIAS CLAIMSrMADE EPP 0124403 0110112015 0110112018 AGGREGATE S 2x0001000 OED RETENTIONS _ S B WORKERS COMPENSATION EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER(EXECUrIVE Y0 OFFiCERIMEMSER EXCLUDI(Mandatory In NH) N/AEW.0 0286819 01101/2015 01/0112016 X - 57 7UTE JERAND E -L. EACH ACCIDEN5 1,000,000 E.L DISEASE. EA ES 1,000,000 II yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE • POLIS 17000,000 C Professional Liab TPPOO92913 10/29/2014 10/2912015 Limit 11000,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) 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 CERTIFICATE HOLDER CANCELLATION PETROTR O 1966-2014 ACORD CORPORATION. A!1 rights reserved. ACORD 25 (2014101) The ACORD name and logo SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Petaluma Transit THE EXPIRATION OATS THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 555 North McDowell Blvd Petaluma, CA 94954 AUTHORIZED REPRESENTATIVE are registered marks of ACORD 23 24 This endorsement modifies insurance provided under fhe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART _... ............................. 1.... SECTION li WHO IS AN INSURED, 2. is 2. Conformance to Specific Written Con - amended to include: tract or Agreement e. Any person or organization, hereinafter referred to as ADDITIONAL INSURED: (1} Who or which is not specifically named as an additional insured un- der any other provision of, or en- dorsement added to, this Coverage Part; and (2) For whom you are required to add as an additional insured on this Cover- age Part under: (1 } A written contrac# or 4- 2) or (2} An oral agreement or contract where a certificate of insurance showing that person or organization as an ad- ditional insured has been issued; but only with respect to liability ari sing out of "your work" performed for that addi- tional insured by you or on your behalf. A person or organization's status as an in- sured under this endorsement continues for only the period of time required by the written contract or agreement, but in no event beyond the expiration date of this Coverage Part. If there is no written con- tract or agreement, or if no period of time €s required by the written contract or agreement, a person or organization's status as an insured under this endorse- ment ends when your operations for that insured are completed. 2. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to in- clude: 1. Automatic Additional Insured Provi- sion The written or oral contract or agreement must be currently in effect or became of fective during the term of thi$ Coverage Part. The contract or agreement also must be executed prior to the "bodily in- jury", "property damage" or "personal and advertising injury" to which this endorse- ment pertains. GA 001 If a written contract or agreement be- tween you and the additional insured specifies that coverage for the additional insured: a. Be provided by the Insurance Ser- vices Office additional insured form number CG 20 10 or CG 20 37 (where edition specified); or b. Include coverage for completed op- erations; or c. Include coverage for "your work'; and where the limits or co verage provided to the add€tional €nsured is more restric- tive than was specifically required in that written contract or agreement, the terms of Paragraphs 3., 4.a.(2) and / or 4.b., or any combination thereof, of this endorse- ment shall be Interpreted as providing the limits or coverage required by the terms of the written contract or agreement, but only to the extent that such limits or cov- erage is included within the terms of the Coverage Part to which this endorsement is attached. If, however, the written con- tract or agreement specifies the Insur- ance Services Office additional insured form number CG 20 10 but does not specify which edition, or species an edi- #ion that does not exist, Paragraphs 3. and 4.a.(2) of this endorsement shall not apply and Paragraph 4.b. of this en- dorsement shall apply. 3. SECTION lli -LIMITS OF INSURANCE is amended to include: The limits applicable to the additional insured are those specified in the writ#en contract or agreement or in the Declarations of this Cov- erage Part, whichever are less. If no limits are specified in the written contract or agreement, or if there is no written contract or agreement, the limits applicable to the additional insured are those specified in the Declarations of this Coverage Part. The limits of insurance are in- clusive of and not in addition to the limits of in- surance shown in the Declarations. Services OfficeInc Includes copyrighted material of Insurance , ., with its permission. Page 1 of 2 4. The following are added to SECTION I - c. "Bodily injury" or "property damage" aris- COVERAGES, COVERAGE A. BODILY ing out of "your work" for which a consolii- INJURY AND PROPERTY DAMAGE dated (wrap-up) insurance program has LIABILITY, 2. Exclusions and SECTION I � been provided by the prime contractor / COVERAGES, COVERAGE B. PERSONAL project manager or owner of the construc- AND ADVERTISING INJURY LIABILITY, 2. tion project in which you are involved. Exclusions: 5. SECTION IV - COMMERCIAL GENERAL The insurance provided to the additional in- LIABILITY CONDITIONS, 5. Other Insur- sured does not apply to: ance is amended to include: a. "Bodily injury", "property damage" or'.'per a. _ Where required by a written contractor sonal and advertising injury" arising out of agreement, this insurance is primary and / the: or noncontributory as respects any other insurance policy issued to the additional {i} Rendering of, or failure to render, any insured, and such other insurance policy professional architectural, engineer- shall be excess and / or noncontributing, Ing or surveying services, including: whichever applies, with this insurance. (a) The preparing, approving or fail- b. Any insurance provided by this endorse- ing to prepare or approve maps, ment shall be primary to other insurance shop drawings, opinions, re- available to the additional insured except: ports, surveys, field orders, change orders or drawings and (1) As otherwise provided in SECTION specifications; and IV - COMMERCIAL GENERAL (b) supervisory, inspection, archi- LIABILITY CONDITIONS, 5. Other tectural or engineering activities; Insurance, b. Excess Insurance; or (2) Sole negligence or willful misconduct (2) For any other valid and collectible in- surance available to the additional of, or for defects in design furnished insured as an additional insured by by, the additional insured or its "em- attachment of an endorsement to an- ployees". other insurance policy that is written b. "Bodily injury" or "property damage" aris- on an excess basis. In such case, Ing out of "your work" included in the the coverage provided underthis en - "products -completed operations hazard". dorsement shall also be excess. GA 47210 01 Includes copyrighted material of insurance Services Office, Inc„ with its permission. Page 2 of 2 26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. -A itiami Tltls endorsement modlfles insurance provided under the {ollowing: BUSINESS AUTO CDVf=RAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Ef{active: (Policy tVumber: 41-05-207.5 EBA 012 44 Named Insured: AVA3:L TECHNOLOCr7:T•.S ]:NC " Counterslgned by: The person or organization named in the following schedule Is an "insured" to the extent of their ]lability far the conduct of another "Insured" as provided in SECTION I[ - LIABILITY COVERAG)~, A. Coverage, 'I, Who is an Insured,Paragraph c. v __ Schedule Additional Ensured PET AI,TJ14iA Ti2ANS7:T Address: 1 555 tt' MC130Ptk;LL BLVD PiaTAI,UfiiA, CA 94954-2313. �� •il• 1 1: 2% Atlantic Specialty Insurance Company One Beacon Lane Canton, MA 02021 hereinafter referred to as the "Undenvritei }>i'1eLiC'aC y)i Aoilcy Number: TFP�1280-1.4 DECLARATIONS TECHNOLOGY PROFESSIONAL LIABILITY POLICY AORTiONS flF 7Hi5 POLICY AppLY ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED ANA REPORTED TO THE UNDERWRITER DURING THE POLICY PERIOD OR APPLICABLE EXTENDED REPORTING PERIOD, CLAIM EXPENSES ARE PART OF AND NOT IN ADDITION TO THE LIMITS OF LIABILITY..CLAIM EXPENSES WILL ERODE AND MAY EXHAUST THE APPLICABLE LIMIT OF LIABILITY AND WILL BE APPLIED AGAINST THE RETENTION. THE UNDERWRITER WILL HAVE NO OBLIGATION TO PAY JUDGMENTS, SETTLEMENTS, CLAIM EXPENSES OR BREACH EVENT SERVICES AND EXPENSES ONCE THE APPLICABLE LIMIT OF LIABILITY IS EXHAUSTED BY CLAIM EXPENSES OR OTHERWISE, PLEASE READ THE ENTIRE POLICY CAREFULLY. ITEM 1. FIRST NAMED INSURED 4PD-52001-094 ITEM 2. POLICY PERIflD: Name and Principal Address. Avail Technologies, Inc. (a) Inception Date; October 29, 2019 2026 Sandy Dr (b) Expiration Date; October 29, 2015 State College, PA 168032515 Both dates at 12.01 a.m. at the Principal Address In ITEM 11 ITEM 3. COVERAGE(S) PURCHASED Insuring Agreement Purchased (A) Professional and Technology Services Liability X Yes No (8) Technology Products Liability Yes _ No (C) Media and Advertising Liability X Yes. No (D) Network Security and Privacy Liability X Yes No (E) Breach Event Services and Expenses X Yes_ Na ITEM 9. LIMITS OF LIABILITY (A) Each Claim $1,000,000 (B) Each Regulatory Claim $250,000 (C) Breach Event - Breach Consultation Services $1,000,000 (D) Breach Event- Breach Notification and Credit Monitoring Services N/A (E) Breach Event Breach Management Expenses N/A (F) Policy Aggregate Limit of Liability $1,000,000 ITEM S, RETENTION (A) Each Claim $10,000 B Each Regulatory Claim 10 000 2 Page 1 of 3 These Declarations, the completed and signed Application, and the Policy (including at, endorsements thereto) shall constitute the entire agreement between the Underwriter and the Insureds. Atlantic Spealalty insurance Company Sy; October 23, 201 9 Date NPD�52001-09-12 Page 3 of 3 29 Pnhfic iYojks & LTtrlrties, Z02Na1tll McD0311 Petaluuea, CITY MANPtGER (707) 7784546 Fax (707) 778"4508 DATE:. December 31, 201.4... TO: Signatories FROM: Dan St.6 ASCE t SUBJECT: Professional Services Agreement with Avail Technologies, Inc. Agreement: Professional Services Agreement Title: Computer Aided Dispatch (CAD) and Automated Vehicle Location (AVL) System Contractor: Avail Technologies, Inc. Project Account #: 0665501503-6590.65999.54151 Amount of contract: $6863118 Amount budgeted: 7183 000 Source of Funding% Transit Enterprise Funds Scope of Services: Installation, Testing, Implementation and Support ofAVL/CAD Term of contract: December 31, 2020 Contract Manager: Joe Rye Council approval: ® yes, on December 15, 2014 ❑ no Resolution Number: 2014A97 N.C.S. Pre -contract review? ® yes, with City Attorney— A.Visveshwara ❑ no Routing: ❑ Normal ® Please Expedite —Need by 1/8/2015 If everytl>ing is satisfactory, piease sign and route to the next person on the list. After alI parties have signed the agreement, please return it to Denise Hill Administrative Assistant — Department of Public Works and Utilities for distribution. Enclosure C: Joe Rye File S:\Transit\AVL-CAD System\AgreementslAvail Technalogies\Agreement Rautinb Memo AVL CAD.doc 30 Resolution No. 2014-•197 M.C.S. of the City of Petaluma, Calif6mia AUTHORIZING THE PURCHASE OF AUTOMATIC VEHICLE LOCATION COMPUTER AIDED DISPATCH (AVL�CAD) SYSTEM FROM AVAIL TECHNOLOGIES INCo IN A PHASE I NOT TO EXCEED AMOUNT OF $3661000 AND A FULL PROJECT IMPLEMENTATION NOT TO EXCEED AMOUNT .. OF.$688,118, AU`I'HORIZING.THE.CITY..MANAGER T.O EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE PROJECT AND REVISING AND APPROVING THE CIP PROJECT # C65501 Spa BUDGET VVH.ER.TIAS, in accordance with the Ciiy 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 Pi rect); and WHEREAS, participation in amulti-agency procurement offers clear benefits to the City in terms of greater vendor interest and more competitive pricing; and WHEREAS, the RFP vas issued on Ma}r 8, ZO] �1-, and two (2) proposals were received by tl�e ,lune 19, 24 ] 4 deadline and opened in accordance w ith applicable lav; and WI-IERCAS, each proposal was evaluated b}t 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, ine. {`Avail"), as the selected vendor which was most responsive to the RPP, and the selection was approved by the Soltrans {lead agency) Board of Directors on Augus# 15, 2014, leaving each agency to finalize equipment options and final quantities with Avail, which for Petaluma amounts to $6$6,118; and WI-IEI2EA5, Avail cannot honor the favorable pricing indefinitely and requires a commitment by #lie Cifiy in December to hold the pricing and not escalate the pricing to calendar 20 15 rates:' and WI-IEREAS, staff has determined chat Availgttalihed vendor and qualirt ed to provide and support the 1'rojeet; and WI-iEREAS, grant funds in excess of the cost oftl�e initial system purchase will be used tc procure additional hardware in the coming }!ears; �u-td Resolution No. 2t1I4-197 N.C.S. 31 VUERE the City currently has available funding in the amount of $366,000 for implementing phase I of the project. The City anticipates that the Metropolitan Transportation Commission will approve the FY 2014 201 Federal Transit Administration funding to the City by March 1, 2016, which will allow implementation of phase 2 of the project. NOi'sS: A BSC1Vl': ABSTAK a-r`res`r: Nati'Y, THEitEFORE, >fi)E XT khat 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 Cade and other applicable law, finds Avail Technologies, Inc, to be [lie selected qualified vendor for the Project and authorizes the City Manager to execute the Project contract with Avail in an amount not to exceed '686.118, 3. Authorizes the City Manager ko execute all documents necessary to complete Phase 1 in a not to exceed amount of $366,000. =1, Authorizes the City Manager to execute al( documents necessary to complete Phase II V n a not to exceed amount of :fi320,118 contingent upon MTC authorizing the expenditure of FTA Rinds in an amount of 5320,118 or an amount equal to the pending MTC allocation, whichever is lower. Under thz pntver and nuihority conferred upon this Counci{ by the Charter o['said City. R);rERGIVCE: I hereby cervi('y the Foregoing Resolution teas introduced and adopted by the Council ui`the City r13 fit at n Regular meeting on tile IST day of Qeccmber, 2614, by the ['dowing vote: nrre[t1-1ea11vice 4Juyor AIE3ertsun. t3, [-lnrris, , tltcamcy, Jvliller IdanC ivlayor Glass None Resalation Na. ?(ll�i-197 N,C,S, 32 Attachment 3 Exhibit B to Resolution AMENDMENT NO. I TO PROFESSIONAL SERVICES AGREEMENT FOR Avail Technologies. Inc. THE AGREEMENT entered into and effective as of June 24 , 2019, by and between the City of Petaluma, a municipal corporation and a charter city (hereinafter referred to as "City") and Avail Technologies. Inc. (hereinafter referred to as "Consultant") is hereby amended as follows: 1. The following sentence is added to the end of Section 1, "Services": In addition to the set•vices desct•ibed in Exhibit A, Consultant shall pt•ovide the additional services described in Exhibit A-4 attached hereto. 2. The "Not -to -Exceed Amount" specified in Section 2.A is amended as follows: Original Agreement Amount $ 686.118 AmendmentNo. 1 $ 81,115 Amendment No. $ Total Not -to -Exceed Amount $ 767,233 IN WITNESS WHEREOF, the parties hereto have executed this document the 20 CITY OF PETALUMA City Manager ATTEST: CONSULTANT By re Jeffrey Pogue, CFO Name and Title 1960 Old Gatesburg Road, suite 200 City Clerk Address APPROVED AS TO FORM: State College PA 16803 City State Zip 251831158 City Attorney Taxpayer I.D. Number file name: L-0951116 Petaluma Business Tax Certificate Number Amendment to ProfessionAl Services Agreement (Scope -Cost) Aug. 2p 18 3 3 ;:mi Customer Add-on Request (CAR) O V60 I L TECIMOL001E5. INC. April 9, 2019 Jared Hall Transit Manager Petaluma Transit 555 N McDowell Blvd Petaluma, CA 94954 Re: 4G Modem Equipment Dear Mr. Hall, Ca,V0 I U TECHNOLOGIES, INC. Thank you for your continued interest in Avail Technologies as your ITS equipment and services provider. Petaluma Transit is a valued customer/ partner, and we appreciate the opportunity to partner with you to enhance your operational ITS environment. Per your request, Avail has provided pricing information forthe 4G modems and equipment necessary to outfit your fleet with 4G cellular data communications. This offer shall remain valid for 3o days from the date ofthis offer, or until May 9, 2019. Should you have any questions or would like to discuss these options in more detail, we would be happy to do that. Please feel free to contact Amanda Hinchberger, at (814) 234-3394 ext. 1066 or email at ahinch berger availtec.com. We appreciate this opportunity and look forward to speaking with you soon. Respectfully, Amanda R Hinchberger Proposal Support Specialist Customer Add-on Request (CAR) QVO I L TECHNoLOMES. INC 1 PRICE PROPOSAL & DELIVERABLES Item Description Price 4G Conversion - MGR Modems MGR Modems & Equipment; Fixed Route (14), spares (2) $ 385677 RV -50 Modems & Equipment; Supervisor Vehicles (5), spares (1) $ 5,317 Setup, Configuration, Testing, Travel (all modems) Installation Warranty & Support (exp Nov. 20, 2020) $ $ $ 1509 175593 35839 Total $ 81,115 Option - Self Install Credit $ (17,593) GRAND TOTAL $ 63,522 Deliverables: • Avail will procure all necessary modems, cables, and equipment to provide a 4G router solution to support both AVL and public Wi-Fi data communication. • Avail will coordinate to have a third -party installer complete installation on all vehicles. • The existing Cradlepoint Modems will be removed from the vehicles and replaced with this dual SIM modem solution that allows Petaluma to maintain control of the public wi-fi data at the lower federal cellular data rates and allows Avail to maintain control and connectivity to the hosted backend. This also ensures the separation of public and private data. 2 MAINTENANCE &SUPPORT Warranty and Support costs for the modems provided align with the existing contract in effect expiring November 20, 2020. 3 DELIVERY SCHEDULE Upon receipt of a P.O., Avail will order all equipment, configure and test. Avail will assign a project manager to work with the Petaluma team to coordinate installations. 4 OPTION SELECTED ❑ 4G Modem Solution with Avail Installation - $81,iz5 ❑ 4G Modem Solution with Self -Installation - $63,522 • 0 0• 2 • 0 0• 35 Customer Add-on Request (CAR) (aVC1 I L TECHNOLOGIES, INC. 0000 5 PRICE & PAYMENT TERMS To execute this request, please forward your Purchase Order electronically to contracts(abavailtec.com. Avail shall invoice Petaluma Transit as follows, with payment due Net 3o: 75%Receipt of PO 25% Delivery of Equipment 6 APPROVALS Petaluma Transit Jeffrey Pogue Date Chief Financial Officer Avail Technologies, Inc. •GOC) 3 p00© Date 4/9/2019 36 1.0 Overview.......................................sea wee ................................ seam .............3 2.0 4 in 1 Antenna Installation. . a 0 a 0 0 0 0 & 1 0 a a 6 6 4 3.0 Cellular / WiFi Modem Installation.................................................. 5 4.0 Cable Installation and Wiring. . 6 5.0 Cable Installation Drawing................................................................ 7 6.0 Completing Installation. . 0 . a a a 0 a a a 0 a a 0 0 0 0 0 a 0 a a a 0 6 6 6 6 a a 6 a 0 a 0 0 a 0 S a a * a 0 a 0 0 0 0 0 0 0 0 a a a a 8 6 6 a a a a # a 0 0 10 4/12/2019 AVL Upgrade Equipment Installation Page 2 of 10 37 This document provides installation instructions for the installation of the AVL upgrade system. When beginning the installation, special consideration should be given regarding component location, cable routing, and finding a suitable power source so as not to create any future problems that will inhibit the operation and servicing of the vehicle. After installing the first of any vehicle type, for the sake of consistency and ease of future maintenance, all following vehicles of the same type must be installed the same as the first vehicle. Safety Note: Before starting your installation, disconnect the vehicle battery. 4/12/2019 AVL Upgrade Equipment Installation Page 3 of 10 2.0 4 in 1 Antenna Installation Below is the current antenna layout. The 4 in 1 Antenna can be mounted right above the Electrical cabinet, or between 2 and 3 antennas. The best way to have access to the roof for antenna mounting is to put a ladder inside the bus, (in front of the Electrical cabinet) and fully open the "Emergency Exit" bow on the roof. Make sure the cables will not be pinched or bent at extreme angles. Antenna Antenna Name P/N 91 ITS GPS RV -19 q2 DVRGPSw/ 100-0059003 GPS DB9 adaptor 099-OD29-002 N3 DVR Rooter 036447.020 --�� pC BYD Data Logger K9W-3860020 l'�--- p5 Data Logger 70228 -00 -SP -A p6 Wlfi 0501.335.062 Materials needed: • (1) 4 in 1 Antenna (SJ -595) • (AR) 3M Marine Adhesive/Sealant 4/12/2019 AVL Upgrade Equipment Installation Page 4 of 10 39 3.0 Cellular i VVIR Modem Installation 4/12/2019 The cellular / WiFi modem will be mounted on the tray in the equipment cabinet indicated by the yellow arrow. Materials needed: • (1) Cell Modem • (4) #10 x 3/" Pan Head Machine Screws • (4) #10 Flat Washers • (4) #10-32 Locknut w/ Tooth Washer AVL Upgrade Equipment Installation 91772A831 92141 A011 �Z:3��E:�GCyfil Page 5 of 10 :1 4! _ • 1 ULA Before routing the cables, it is important to disconnect the vehicle battery to avoid shorting out any of the wiring inside the vehicle. Do not reconnect the battery until the installation is complete. When routing the cables make sure to avoid routing the cables anywhere they may become pinched or cut. Cover all exposed cable with conduit. Tie all cables in place to keep them from becoming entangled, pinched or cut and to provide an overall neat and professional appearance. Figure 5.1 below is a wiring diagram. 4/12/2019 AVL Upgrade Equipment Installation Page 6 of 10 41 � � m P � � � d !§t � ! % / m P � � � d !§t � ! % / U i T U Iwit War a r W t i T Y m � LNOW� $M .93 as 04 aa rx o� r" d m >rn U' K9 O a Fn im n g 'a 'n c ur Lt n 4 r! Ir W j J W C W W � Put 3 3 } T r W t Y m � LNOW� $M .93 as 04 aa rx o� r" d m >rn U' K9 O a Fn im n g 'a 'n c ur Lt n 4 r! Ir W j J W C W W � Put 3 3 } T r a t Y m � LNOW� $M .93 as 04 aa rx o� r" d m >rn U' K9 O a Fn im n g 'a 'n c ur Lt n 4 r! Ir W j J W C W W � Put 3 3 } N N V r a t �o y -- ` 4 N N V Q 0 U O I U C N (' 7 W • • •'1 0 a • 6a I Reinstall all panels that were removed during installation. Make sure that all exposed wiring is neatly routed, covered in black conduit, and securely tied in place with black tie -wraps. All exposed loom and tie wraps should match the background color of the location it is installed to help reduce its visibility. 6.2 Connect the vehicle battery. 6.3 The AVL equipment is now ready to test. 4/12/2019 AVL Upgrade Equipment Installation Page 10 of 10 45