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HomeMy WebLinkAboutReso 41-2017 (17-336) „x sAN City of South San Francisco c, City P.O. Box 711 (City Hall, o ° 400 Grand Avenue) I South San Francisco,CA J�T' O City Council c9L1 °W-P Resolution: RES 41-2017 File Number: 17-336 Enactment Number: RES 41-2017 RESOLUTION APPROVING A PURCHASE AND INSTALLATION SERVICES AGREEMENT WITH IPS GROUP, INC. OF SAN DIEGO, CALIFORNIA FOR THE PARKING METER UPGRADE PROJECT IN AN AMOUNT NOT TO EXCEED $330,449 AND AUTHORIZING A TOTAL PROJECT BUDGET OF $337,058. WHEREAS, City Council directed staff to implement a pilot program installing smart meters in the downtown Parking District; and WHEREAS, on September 9, 2015, the City Council of the City of South San Francisco adopted resolution number 110-2015, approving a purchase and installation services agreement with IPS Group, Inc. for the Parking Meter Upgrade Project("Project"); and WHEREAS, in April 2016, 214 smart parking meters were installed in the downtown Parking District as part of the pilot program; and WHEREAS, the pilot program demonstrated there is an unmet demand for coin, credit card, and other on-demand payment options for paid parking in the downtown Parking District; and WHEREAS,the Downtown Parking Study recommended integrating payment technologies such as smart parking meters; and WHEREAS, the Parking Place Commission of the City of South San Francisco recommends upgrading parking payment technology across the entire Parking District; and WHEREAS, staff recommends replacing an additional 430 parking meters and three (3) off-street multi-space parking meters to smart meter technology that accepts coins, credit cards, and on-demand payments; and WHEREAS, staff recommends approving a purchase and installation services agreement ("Exhibit A") with IPS Group, Inc. of San Diego, California for the Project in an amount not to exceed$330,449; and WHEREAS, funding for the Project pfl 502 is included in the City of South San Francisco's Fiscal Year 2016-2017 Capital Improvement Program budget. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby approves a purchase and installation services agreement with IPS City of South San Francisco Page 1 File Number: 17-336 Enactment Number: RES 41-2017 Group, Inc. of San Diego, California in an amount not to exceed$330,449 for the Parking Meter Upgrade Project, conditioned on IPS Group, Inc.'s timely execution of the Project contract and submission of all required documents (including but not limited to certificates of insurance and endorsements) in accordance with the Project documents. BE IT FURTHER RESOLVED that the City Council authorizes a total project budget of$337,058 and authorizes the City Manager to utilize any unspent amount of the total project budget,if necessary,towards additional purchase and installation services contingency budget. BE IT FURTHER RESOLVED that the City Council authorizes the Finance Department to establish the Project budget consistent with the information contained in the staff report. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute the documents on behalf of the City upon timely submission by IPS Group,Inc.,sign the contract and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intention of this resolution. At a meeting of the City Council on 5/10/2017, a motion was made by Mark Addiego, seconded by Liza Normandy, that this Resolution be approved.The motion passed. Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember Matsumoto, Mayor Gupta, and Councilmember Addiego Attest by Gabriel 'odrigu-' City of South San Francisco Page 2 Page 1 of 6 PURCHASE AND INSTALLATION SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND IPS GROUP, INC. These terms and conditions govern the purchase of materials, supplies, and/or equipment, including installation, training, and related consulting and support services described in this Purchase and Installation Agreement (“Purchase Agreement”) by IPS Group, Inc. (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are collectively referred to in this Purchase Agreement as “the Parties.” If the Vendor selects subcontractors to execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as “the Vendor.” 1. Time of Performance. This Purchase Agreement shall commence effective May 10, 2017, and shall end when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A (“Products” and/or “Services”). The equipment and products listed in Exhibit A must be delivered and installed by December 31, 2017. All other services set forth in Exhibit A must be completed by December 31, 2017. In the event that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. The City agrees to pay to Vendor the amounts specified in Exhibit A on a Net 30 basis from the date of invoice. City agrees to promptly notify Vendor in writing of any dispute with any invoice, and that invoices for which no such notification is made within 10 business days after receipt of the invoice shall be deemed accepted by the City. 2. Description of Goods. Vendor shall perform everything required to be performed and shall provide, furnish and install smart parking meters and multi space pay stations within the downtown area and shall complete installation of the System on or before September 30, 2017 in strict accordance with the specifications as established by this Purchase Agreement and Exhibit(s), which specifications are incorporated herein and made part of this Purchase Agreement. 3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to exceed three hundred thirty thousand four hundred forty eight ($330,448). The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to one hundred percent (100%) of City’s costs to correct such defects or Vendor’s failure to meet Purchase Agreement requirements. 4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of the Products and/or Services listed herein. 5. General Warranties and Product Compliance. Vendor warrants that: (A) All Products and/or Services are as described on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit A; (B) All Products and/or Services delivered are new and of good merchantable quality, free from material defects of workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing warranty provisions shall also be applicable to equipment or materials provided by a third party entity to Vendor via this Purchase Agreement. Page 2 of 6 THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE VENDOR’S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF THE VENDORS LIABILITY FOR A WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT. NOTHING CONTAINED IN THIS AGREEMENT IS TO BE CONSTRUED OR IMPLIED AS TO BE PROVIDING ANY FOR OF REVENUE GUARANTEE. Vendor also expressly warrants and guarantees, for one year that the Products and/or Services furnished by it to City shall be free from breakage or defects of material and workmanship under normal use, service and maintenance from the date of acceptance of the City, and expressly agrees to repair or replace Products and/or Services or any part thereof which proves defective as a result of inferior or defective materials, equipment or workmanship. Unless otherwise notified in writing, the City shall be deemed to have accepted the Products and Services within 10 business days of installation. Acceptance shall occur upon delivery in the case of spare meters or spare components. If within the period stated above, any repairs or replacements in connection with the Products and/or Services are, in the opinion of the City, rendered necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor agrees on receipt of notice from City and without expense to the City, for freight, parts or labor, to properly repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed promptly with the terms of this warranty and guarantee, the City may perform the work necessary to effectuate such corrections, repairs and replacements, and recover the cost thereof from Vendor. The warranty specifically excludes use of imitation or non-genuine IPS replacement parts, un-authorized alterations, abuse, vandalism, improper handling, improper packaging when shipping to IPS or general misuse to the equipment (hardware or software), including attempted repairs that result in damage, or any issues that result due to force majeure. Repair or replacement under warranty or any defective product (including any meter or subcomponent) does not extend the warranty period of that product of subcomponent. The Vendor shall bear risk of loss of the Products, including any damage sustained during transportation to the delivery site. Risk of damage to the Products shall pass to City upon delivery. Transfer of title to Products shall pass to City upon payment. All intellectual property rights contained in the Products shall remain the sole and exclusive property of the Vendor or the originating party. 6. Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or by its subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the City. 7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all times during installation. After installation is completed at the site, Vendor shall clean the surrounding area to the condition prior to installation. 8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be subject to final inspection and acceptance or rejection by the City. 9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, Vendors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in connection with the delivery and installation of the Products and/or Services described on this Purchase Agreement or Vendor’s failure to comply with this Purchase Agreement, except such Liability caused by the sole negligence, active negligence, or willful misconduct or willful misconduct of the City Indemnitees. 10. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement, Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Vendor has obtained and maintains insurance in the following amounts: Page 3 of 6 A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Vendor, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non- owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding. 11. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Vendor or by any subcontractor shall receive the wages herein provided for. The Vendor shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Vendor to each worker. An error on the part of an awarding body does not relieve the Vendor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Vendor for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Vendor. A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Vendor shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. B. Payroll Records. Each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, Page 4 of 6 apprentice, worker, or other employee employed by the Vendor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 12. Tax Withholding. Vendor shall be responsible for any applicable tax withholding that may be required by law. Vendor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors as required by law. 13. Termination. In addition to all other legal and equitable rights of both Parties, either Party may terminate this Contract for default upon five (5) business days’ written notice to the other if the other party has substantially failed to fulfill any of its obligations under this Contract in a timely manner. City may terminate this Contract at its convenience and without cause upon ninety (90) days written notice to Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination. 14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 15. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement without the City’s prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for any litigation arising from this Purchase Agreement shall be in the state of California, and shall be venued in the County of San Mateo. 16. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Purchase Agreement. 17. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 18. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Vendor shall survive the termination of this Agreement. CITY OF SOUTH SAN FRANCISCO VENDOR A Municipal Corporation By:___________________________ By:___________________________ City Manager Authorized Rep Approved as to Form: ATTEST: __________________________ ____________________________ City Attorney City Clerk 2549570.1 Page 5 of 6 EXHIBIT A SCOPE OF PRODUCTS & SERVICES Vendor will provide the City with all of the following equipment at the prices listed below. Vendor will also install all of the equipment at the locations specified by the City. The listed prices include all installation costs. Summary of Equipment Purchases and Installation Cost for Pilot Study Item Quantity Unit Price Total M5 Single Space Meter 430 $ 495 $212,850 Shipping 430 $ 7.50 $ 3,225 Nexgen Electronic Lock 430 $ 135 $ 58,050 Refurbished Vault Door 430 $ 25 $ 10,750 Freedom Meter – Multi Space 3 $5,250 $ 15,570 Pay by space keypad 3 $ 75 $ 225 Shipping 3 $ 300 $ 900 Installation, Training, Commissioning 3 $ 300 $ 900 Subtotal $302,470 Tax $ 27,979 Total $330,449 Page 6 of 6 EXHIBIT B INSURANCE CERTIFICATES