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HomeMy WebLinkAbout25B - AGMT - MAINTENANCE TRAFFIC SIGNAL SYS REQUEST FOR COUNCIL ACTION ' CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JANUARY 22, 2013 TITLE: APPROVED AGREEMENT WITH TELVENT USA, LLC, ? As Recommended TO PROVIDE ANNUAL MAINTENANCE El Amended ? Or dinance on 151 Reading AND ON-CALL SERVICES FOR THE CITY'S ? Ordinance on 2"d Reading TRAFFIC SIGNAL SYSTEM ? Implementing Resolution ? Set Public Hearing For CONTINUED TO r FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with Telvent USA, LLC, in the amount of $70,000 annually with the option to extend for two one-year contracts exercisable by the City Manager, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 4, 2003, the City Council approved an agreement with Telvent Farradyne, Inc., to implement the Management Information System for Traffic (MIST). MIST is an advanced software platform developed by Telvent Farradyne, Inc., for integrated traffic control and advanced transportation systems management which helps staff minimize congestion, enhance safety, respond to incidents, and improve operations. MIST conforms to national standards, works with the latest traffic signal controllers, and allows the City to interface with other signal systems for signal coordination across jurisdictions. MIST implementation for the City started in 2006 for the traffic signals in the downtown central business district area, and expanded in 2008 to include all traffic signals in the city. Telvent USA, LLC, (formerly Telvent Farradyne) has been providing annual maintenance and on-call services since the initial implementation of the system. The original three-year maintenance contract has expired. Since Telvent USA, LLC, is the owner/developer of the system software and the only consultant that can maintain and support the system, staff recommends a new three-year contract with the option of two 1-year extensions with Telvent USA, LLC, for an amount not to exceed $70,000 annually. 25B-1 Agreement with Telvent USA, LLC January 22, 2013 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the Public Works Agency Traffic Signal Maintenance account (02917620- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency Exhibit: 1. Agreement I 25B-2 AGREEMENT FOR SYSTEM MAINTENANCE AND SOFTWARE DEVELOPMENT SERVICES THIS AGREEMENT, made and entered into this 22°d day of January, 2013 by and between Telvent Farradyne, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of software maintenance and repair services for the City's traffic signal systems. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform annual routine maintenance and on-call system services on an as needed basis for the City's Advanced Traffic Management System ("ATMS"), as set forth in Exhibit A, attached hereto and incorporated by reference. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Executive Director of the Public Works Agency, or his designated representative, and the representative of the Consultant shall be the President or his/her designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of 1 25B-3 their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services: • For Routine Maintenance, $10,000 per year. • For On-Call Services, the rates and charges identified in Exhibit A, which shall not exceed $60,000, per fiscal year. The total sum to be expended under this Agreement shall not exceed $70,000.00, annually, during the initial three-year period of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2015, unless terminated earlier in accordance with Section 14, below. However, if the City Council fails to approve an annual budget with a line-item expense for said maintenance and on-call services, the agreement shall expire on June 30 of the then current year. The maintenance and on-call services agreement may be extended for up to two additional one-year periods, by a writing executed by the City Manager and City Attorney. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall provide an additional insured endorsement which shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 2 25B-4 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the 3 25B-5 same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 facsimile (714) 647-6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-5635 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: Mr. Farhad Pooran Telvent Farradyne, Inc. 1390 Picard Drive, Suite 200 Rockville, Maryland 20850 facsimile (301) 816-1884 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 4 25B-6 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed 5 25B-7 by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: TELVENT USA, LLC RAUL GODINEZ, II Executive Director - PWA FAR1 AD POORAN, PhD, PE Vice President, Engineering i 6 25B-8 EXHIBIT A SCOPE OF SERVICES AND FEE SCHEDULE ROUTINE MAINTENANCE AND ON-CALL SERVICES III 7 25B-9 t y + r.r, ` rr t rflnrniziJon for a Sustainable World December 14, 2012 Mr. Vinh Nguyen, P.E. Sr. Civil Engineer City of Santa Ana PWA -Transportation & Traffic Engineering 20 Civic Center Plaza, M-43 Santa Ana, CA 92702 RE: Santa Ana Advanced Traffic Management System (ATMS) Proposal for Annual System Support Dear Mr. Nguyen: Telvent USA, LLC (TELVENT) is pleased to submit this proposal for providing system and software support for the City's ATMS platform and TIS traveler information system. The ATMS platform controls and monitors traffic signals within the City of Santa Ana. The central component of this system is the Management Information System for Transportation (MIST) software developed by TELVENT. The Transportation Information System (TIS) integrated with MIST platform provides traveler information via the city's public web. Scope of Services The proposed scope of services includes the following components: 1. Annual System Routine Maintenance 2. Annual On-call System Support and Enhancements The following sections describe scope of services covered under this proposal. Annual System Routine Maintenance Under this task TELVENT will provide maintenance support for the MIST' and TIS software for the duration desired by the city. During the effective period of the Maintenance Support, TELVENT will provide the following services: 1. Telephone, email, and internet support, responding to CLIENT identified problems and application use related queries. This support will be during normal TELVENT business hours EST. This service will be extended to three designated personnel of the CLIENT. 2. Support in the correction of software errors where such errors prevent the operation of the application or have a significant impact on the application's use. 3. Significant application enhancements, developed by TELVENT for the specific modules of MIST' and TIS that have been licensed by CLIENT, in the execution of its business, that have applicability and significant benefit to CLIENT's use of application. TELVENT 1390 Piccard Drive, Suite 200 Rockville, MD 20850 301.354.1376 vu _ 1 0 ww.telventcom The CLIENT responsibilities are as follows: a. Keeping employees trained in the MIST and TIS system usage. If additional training is required, this may be supplied under On-Call System Support at prevailing TELVENT Time and Materials rates. b. Timely notification of errors encountered. These notifications should be in writing and may be posted by mail, fax or Email. Notification should include the time and date of error, the machine that exhibited the error, a full description of the error encountered, the name and direct phone number for the person that experienced the error, and the state of the system and environment at the time of the error. c. Upgrading to the latest available release of MIS' and TIS within one year of the date that it is made available. d. Allow remote access to the MIST and TIS systems by TELVENT for support. e. Keep all computers associated with MIST' and TIS, acting as a Server or Operator interface free of any software that was not delivered with the MIST and TIS systems or subsequent releases. Note: 1) Anti-virus and traffic modeling software packages such as Synchro may be installed on MIST and TIS machines. 2) It is recommended that the CLIENT inform TELVENT of any other software packages that may need to be installed on MIST and TIS machines. This will expedite troubleshooting process if any problems arise as a result of the subject software installation. f. Not allow MIST`S and TIS software to be modified in any way by anyone other than TELVENT or other TELVENT approved entities, as defined by CLIENT's executed MIST License Agreement. Fee Schedule TELVENT will provide the above support services to the City of Santa Ana for an annual fee of ten thousand dollars ($10,000), based on a Maintenance Agreement for a period of three (3) years. This does not include labor and all travel, accommodation and per diem expenses incurred for any site visits to the Customer's site. Such costs will be covered under Annual On-call System Support. All of the dollar amounts are to be paid to TELVENT in US dollars. Billings will be made annually for the following 12 months of support, starting upon acceptance of this agreement and notice to proceed from the CLIENT. The payments are due within 30 days of invoice. Total number of hours of support available under this Routine Maintenance shall be limited to 60 man-hours per annum. In the event that more hours of Support are required, they will be charged to the Annual On-call System Support task. Page 2 25B-11 I Annual On-Call System Support Under this task, TELVENT will provide necessary support that is not part of the Routine Maintenance described above. This will be on an as needed basis for the following but not limited to: 1. Provide necessary modification of the system software/hardware to maintain or improve the system functions. The cost of building, testing, and supplying the customized application update required for enhancements will be included in this task. 2. Provide support for database management, maintenance, enhancement, and population. Provide support for administrative tasks, including tape backups, user account management, and daily operations if desired by the CLIENT. 3. Provide software engineering support to modify the MIST code to incorporate changes identified by the CLIENT. These changes shall not include substantial alterations to the MIST software. 4. Provide support in design of system for expansion or implementation of new technology. This shall include assisting and advising CLIENT employees with the design and specifications of traffic signal equipment and communications networks in order to properly integrate with MIST system. 5. Provide system/communication hardware or software replacement as necessary. 6. Provide support in grant application for system and related communication upgrade. Fee Schedule The total cost of this Annual On-call System Support task shall not exceed sixty thousand dollars ($60,000). All services shall be billed on a monthly basis. TELVENT's invoice shall be paid thirty (30) days after the receipt for contract services that have been satisfactorily completed. The City's representative must verify all work completed. The following table provides labor rates for the time & material tasks. These are based on the estimated labor rates for the Year 2013. A 3% escalation rate will be added to each year after. Sr. S stems Engineer $180 Systems En infer $120 Sr. Software Developer $170 Software Devel(Te _ $140 Sr. Engineer M or $210 Page 3 25B-12 Should you have any questions or require any further information, please contact me at (301) 354- 1376 at your convenience. Very truly yours, Farhad Pooran, PhD, P.E. Vice President, Engineering Telvent USA, LLC Page 4 25B-13 25B-14