HomeMy WebLinkAboutReso 90-18 Approving Contract Services Agreement with Western Pacific Signal, LLC. as a Sole Source Vendor RESOLUTION NO. 90 — 18
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING CONTRACT SERVICES AGREEMENT WITH
WESTERN PACIFIC SIGNAL, LLC. AS A SOLE SOURCE VENDOR
WHEREAS, in 2002, a Traffic Operations Center (TOC) was deployed at the City of Dublin,
which was funded through a federal grant in cooperation with Cities of Pleasanton and Livermore;
and
WHEREAS, the TOC contains state-of-the-art networking equipment that communicates with
field devices, including video monitoring cameras and traffic signal controllers, as well as the TOC's in
the Cities of Pleasanton and Livermore and other regions within the Bay Area; and
WHEREAS, the recent CIP projects have expanded the scope of communication capabilities
to signals along major corridors on San Ramon Road, Amador Valley Boulevard and Village Parkway;
and
WHEREAS, there is a need to buy specialized traffic signal communication equipment to
maintain the complex communication devices required for TOC operation; and
WHEREAS, the firm of Western Pacific Signal, LLC. has demonstrated professional
qualifications and the ability to perform the technical work required; and
WHEREAS, Staff has determined that the firm of Western Pacific Signal, LLC. is qualified to
be a Sole Source Vendor as per the City of Dublin's Municipal Code Section 2.36.100; and
WHEREAS, the City and Western Pacific Signal LLC. would like to enter into a Contract
Services Agreement for the required traffic signal communication equipment; and
WHEREAS, under said agreement the vendor will be compensated for equipment supplied as
specified in the agreement through June 30, 2021, and for a' not to exceed amount of $105,000
authorized on a task-by-task basis prior to the commencement of work.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Contract Services Agreement with Western Pacific Signal, LLC. as a sole source
vendor as per the City of Dublin's Municipal Code Section 2.36.100.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement,
attached hereto as Exhibit A and make any other minor amendments as necessary to carry out the
intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 17th day of July 2018, by the following vote:
AYES: Councilmembers Gupta, Hernandez, Thalblum and Mayor Haubert
NOES:
ABSENT: Councilmember Goel
Reso No. 90-18, Adopted 7/17/2018, Item No. 4.5 Page 1 of 2
ABSTAIN:
Tai4
ATTEST: Mayor u
d/A0
City Clerk
Reso No. 90-18, Adopted 7/17/2018, Item No. 4.5 Page 2 of 2
CONTRACT SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WESTERN PACIFIC SIGNAL
THIS AGREEMENT for contract services is made by and between the City of Dublin
("City") and Western Pacific Signal, LLC ("Contractor") as of July 18, 2018.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first
noted above and shall end on June 30, 2021, the date of completion specified in
Exhibit A, and Contractor shall complete the work described in Exhibit A prior to
that date, unless the term of the Agreement is otherwise terminated or extended,
as provided for in Section 8. The time provided to Contractor to complete the
services required by this Agreement shall not affect the City's right to terminate
the Agreement, as provided for in Section 8. Notwithstanding the foregoing this
Agreement may be extended on a month -to -month basis for up to 6 months upon
the written consent of the Contractor and the City Manager, provided that; a)
sufficient funds have been appropriated for such purpose, and b) the price
charged by the Contractor for the provision of the services described in Exhibit A
does not increase. None of the foregoing shall affect the City's right to terminate
the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Contractor shall perform all services required
pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Contractor is
engaged in the geographical area in which Contractor practices its profession.
Contractor shall prepare all work products required by this Agreement in a
substantial, first-class manner and shall conform to the standards of quality
normally observed by a person practicing in Contractor's profession.
1.3 Assignment of Personnel. Contractor shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the .
reassignment of any such persons, Contractor shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Contractor shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Section 1.1 above and to satisfy
Contractor's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
One Hundred and Five Thousand Dollars ($105,000), notwithstanding any contrary
indications that may be contained in Contractor's proposal, for services to be performed under
this Agreement. In the event of a conflict between this Agreement and Contractor's proposal,
attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City
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shall pay Contractor for services rendered pursuant to this Agreement at the time and in the
manner set forth herein. The payments specified below shall be the only payments from City to
Contractor for services rendered pursuant to this Agreement. Contractor shall submit all
invoices to City in the manner specified herein. Except as specifically authorized by City,
Contractor shall not bill City for duplicate services performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to Contractor under
this Agreement is based upon Contractor's costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently,
the parties further agree that compensation hereunder is intended to include the costs of
contributions to any pensions and/or annuities to which Contractor and its employees, agents,
and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services incurred prior to the invoice date. No
individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year
unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the
following information:
The dates of service provided at each facility;
Location of each service;
Daily logs of total hours worked by each individual performing work under
this Contract
o Hours must be logged in increments of tenths of an hour or
quarter hours
o If this Contract covers multiple projects, all hours must also be
logged by project assignment
o A brief description of the work
The Contractor's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed. City shall have 30 days from the
receipt of an invoice that complies with all of the requirements above to pay
Contractor.
2.3 Total Payment. City shall pay for the services to be rendered by Contractor
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Contractor in rendering services
pursuant to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Contractor submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall
not exceed the amounts shown on the fee schedule set forth on the
compensation schedule attached as Exhibit B.
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2.5 Payment of Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.6 Payment upon Termination. In the event that the City or Contractor terminates
this Agreement pursuant to Section 8, the City shall compensate the Contractor
for all outstanding costs incurred for work satisfactorily completed as of the date
of written notice of termination. Contractor shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.7 Authorization to Perform Services. The Contractor is not authorized to
perform any services or incur any costs whatsoever under the terms of this
Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at
its sole cost and expense, provide all facilities and equipment that may be necessary to perform
the services required by this Agreement. City shall make available to Contractor only the
facilities and equipment listed in this section, and only under the terms and conditions set forth
herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Contractor's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Contractor and its agents,
representatives, employees, and subcontractors. Contractor shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Contractor shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Contractor's bid. Contractor shall not allow any subcontractor to commence
work on any subcontract until Contractor has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits shall
be available to City as an additional insured. Furthermore, the requirements for coverage and
limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the
broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. The additional insured coverage under
the Contractor's policy shall be "primary and non-contributory" and will not seek contribution
from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the
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event Contractor fails to maintain coverage as required by this Agreement, City at its sole
discretion may purchase the coverage required and the cost will be paid by Contractor. Failure
to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed
to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change,
or lapse.
4.1 Workers' Compensation. Contractor shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Contractor.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
($1,000,000.00) per accident. In the alternative, Contractor may rely on a self-
insurance program to meet those requirements, but only if the program of self-
insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Contractor, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after
thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the City. Contractor shall notify City within 14 days of notification
from Contractor's insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Contractor, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile
Liability form or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at
least twice the required occurrence limit. Such coverage shall include but
shall not be limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to
property resulting from activities contemplated under this Agreement,
including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001
Code 1 ("any auto").
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf
of Contractor, including the insured's general supervision of
Contractor; products and completed operations of Contractor;
premises owned, occupied, or used by Contractor; and
automobiles owned, leased, or used by the Contractor. The
coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
C. An endorsement must state that coverage is primary insurance
with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of Contractor to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Contractor
shall notify City within 14 days of notification from Contractor's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 [RESERVED]
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than ANIL
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Contractor shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
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4.4.3 Subcontractors. Contractor agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this
Agreement including the Indemnification and Insurance requirements to
the extent they apply to the scope of the Subcontractor's work.
Subcontractors hired by Contractor agree to be bound to Contractor and
the City in the same manner and to the same extent as Contractor is
bound to the City under the Contract Documents. Subcontractor further
agrees to include these same provisions with any Sub -subcontractor. A
copy of the Owner Contract Document Indemnity and Insurance
provisions will be furnished to the Subcontractor upon request. The
General Contractor shall require all subcontractors to provide a valid
certificate of insurance and the required endorsements included in the
agreement prior to commencement of any work and will provide proof of
compliance to the City.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.6 Deductibles and Self -Insured Retentions. All self -insured retentions
(SIR) and/or deductibles must be disclosed to the City for approval and
shall not reduce the limits of liability. Policies containing any self -insured
retention provision and/or deductibles shall provide or be endorsed to
provide that the SIR and/or deductibles may be satisfied by either the
named insured or the City.
4.4.6 Excess Insurance. The limits of insurance required in this Agreement
may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of City (if agreed to in a
written contract or agreement) before City's own insurance or self-
insurance shall be called upon to protect City as a named insured.
4.4.7 Other Requirements. It shall be a requirement under this agreement
that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall
be (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any
insurance policy.
4.4.8 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Contractor shall provide written notice to City at
Contractor's earliest possible opportunity and in no case later than five
days after Contractor is notified of the change in coverage.
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4.5 Remedies. In addition to any other remedies City may have if Contractor fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Contractor's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
■ Order Contractor to stop work under this Agreement or withhold any payment
that becomes due to Contractor hereunder, or both stop work and withhold
any payment, until Contractor demonstrates compliance with the
requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. To the
maximum extent allowed by law, Contractor shall indemnify, keep and save harmless the City,
and City Councilmembers, officers, agents and employees against any and all suits, claims or
actions arising out of any injury to persons or property, including death, that may occur, or that
may be alleged to have occurred, in the course of the performance of this Agreement by a
negligent act or omission or wrongful misconduct of the Contractor or its employees,
subcontractors or agents. Contractor further agrees to defend any and all such actions, suits or
claims and pay all charges of attorneys and all other costs and expenses arising therefrom or
incurred in connection therewith; and if any judgment be rendered against the City or any of the
other individuals enumerated above in any such action, Contractor shall, at its expense, satisfy
and discharge the same. Contractor's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed
by law. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS
as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Contractor or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Contractor/Subcontractor's responsibility for such defense and indemnity obligations shall
survive the termination or completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Contractor only insofar as the results of
Contractor's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
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the right to control the means by which Contractor accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement
to any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Contractor No Accent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Contractor shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Contractor and any
subcontractors shall comply with all applicable rules and regulations to which City
is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Contractor represents and warrants to City that
Contractor and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Contractor represents and
warrants to City that Contractor and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Contractor and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Contractor under this Agreement. Contractor
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
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Agreement, including but not limited to the satisfaction of any positive obligations
required of Contractor thereby.
Contractor shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Contractor.
Contractor may cancel this Agreement upon 30 days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Contractor shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Contractor delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Contractor or prepared by or for Contractor or the City
in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Contractor understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Contractor with compensation beyond the
maximum amount provided for in this Agreement.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontracting. City and Contractor recognize and agree
that this Agreement contemplates personal performance by Contractor and is
based upon a determination of Contractor's unique personal competence,
experience, and specialized personal knowledge. Moreover, a substantial
inducement to City for entering into this Agreement was and is the professional
reputation and competence of Contractor. Contractor may not assign this
Agreement or any interest therein without the prior written approval of the
Contract Administrator. Contractor shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the
Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Contractor shall
survive the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor materially breaches any of
the terms of this Agreement, City's remedies shall include, but not be limited to,
the following:
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8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents,
and any other work product prepared by Contractor pursuant to this
Agreement;
8.6.3 Retain a different contractor to complete the work described in Exhibit A
not finished by Contractor; or
8.6.4 Charge Contractor the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Contractor pursuant to Section 2 if
Contractor had completed the work.
Section 9. MISCELLANEOUS PROVISIONS.
9.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
9.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court for the Northern District of California.
9.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
9.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
9.6 Use of Recycled Products. Contractor shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
9.7 Conflict of Interest. Contractor may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Contractor in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
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Contractor shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest in
this Agreement that would violate California Government Code Sections 1090 et
seq.
Contractor hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Contractor was an employee, agent, appointee, or official of the City in the
previous twelve months, Contractor warrants that it did not participate in any
manner in the forming of this Agreement. Contractor understands that, if this
Agreement is made in violation of Government Code §1090 et. seq., the entire
Agreement is void and Contractor will not be entitled to any compensation for
services performed pursuant to this Agreement, and Contractor will be required
to reimburse the City for any sums paid to the Contractor. Contractor
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
Principals and those performing work for City of Dublin may be required to submit
a California Fair Political Practices Commission (FPPC) Form 700: Statement of
Economic Interests documenting potential financial conflicts of interest. For
additional information, proposers should refer to the FPPC website at
www.fppc.ca.gov/index. php?id=500.
9.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
9.9 Contract Administration. This Agreement shall be administered by the City
Manager ("Contract Administrator'). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
9.10 Notices. Any written notice to Consultant shall be sent to:
Western Pacific Signal
Attention: Donald Shupp
15890 Foothill Blvd
San Leandro, CA 94578
Any written notice to City shall be sent to:
City of Dublin
Public Works
Attention: Obaid Khan
100 Civic Plaza
Dublin, CA 94568
9.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement
between City and Contractor and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Contract Services Agreement between July 18;;,fl1$
City of Dublin and Vllester� Papi le:Signal Page 11 of 12
Agreement Version 1-2018
CITY OF DUBLIN
Christopher L. Foss, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
CONTRACTOR
Donald R. Shupp, Principal
Western Pacific Signal, LLC
Contract Services Agreement between �itly„'fi3; 201
r "w i Page 12 of 12
�. . try
City of Dublin and �Vse,rt<P,.�li::,IrM
Agreement Version 1-2018
EXHIBIT A
SCOPE OF SERVICES
On -call consultant services agreements are utilized for services requiring expertise that City
staff needs to supplement City staff during periods of peak work demand related to traffic signal
operations. Currently, there is a need for specialized traffic signal systems and communications
expertise. Western Pacific Signal, LLC (hereinafter "WP Signal") has integrated various
Intelligent Transportation System (ITS) devices and software for the City of Dublin (hereinafter
"City"). WP Signal has delivered and provided technical installation support and onsite technical
training on numerous ITS devices and related software, including local signal controllers, traffic
central management software, CCTV, vehicle detection equipment, and network communication
switches.
WP Signal is offering a Technical Maintenance Support Contract. WP Signal will provide
technical support for the City's existing traffic infrastructure for the defined term, which will
include existing traffic central management, local signal field controller operation, and
communication devices. WP Signal will ensure availability of a qualified representative will
provide troubleshooting assistance of the traffic central management system, and emergency
support 24 hours a day, seven days a week. Signal system emergencies are defined as a
condition related to the malfunctioning of the signal hardware or software that impedes normal
operation of the signal timing plans, such as going into flash. The work performed under the
Traffic Signal Engineering services agreement is proposed to include, but not be limited to:
evaluating and recommending traffic signal improvements; evaluating and recommending traffic
signal timing and coordination strategies; and implementing ITS applications features within
existing systems.
Contract Services Agreement between July;1$, 201:
City of Dublin and Exhibit A: Scope of Services
EXHIBIT B
COMPENSATION SCHEDULE
The not to exceed amount total for this agreement $105,000 is for the following technical
support and equipment supply:
Technical Support:
Year I Cost for Three Years
FY 18 - 21 1 $ 15,000.00
Equipment Supply:
Year
Cost per Year for Equipment
FY 18 - 19
$ 30,000.00
FY 19 - 20
$ 30,000.00
FY 20 - 21
$ 30,000.00
Total Cost: $ 105,000.00
Invoicing Requirements
All invoices shall be sent to City electronically, to the following email address:
PWaccounting@_dublin,ca.gov and shall be sent to the attention of Accounting Staff. Each
attached invoice shall identify the assigned project manager, a contact for firm's accounting
representative, as well as the City project manager requesting the completed work.
Invoices shall be termed from the first of the month, through the end of the month, and shall be
submitted within sixty days of completion of each month, with the exception of invoices for the
months of May and June. May and June invoices, as well as all other outstanding invoices, shall
be due by July 15th of that year.
Contract Services Agreement between July I k 201
City of Dublin and Western Pacific Signal Exhibit B: Compensation Schedule
i�'Si�'`+er3tcru lsa+eii'3c signal, LLG
15890 Foothill Blvd.
San Leandro, CA 9.4578
Ph: (510) 276-MOO
Quotation Issued to:
City of Dublin Public Works
100 Civic Plaza
Dublin, CA 94568
Ship To
Cite of Dublin Public Vlrodo
100 Civic Plaza
Dublin CA 94569
Estimate
Date Issued: WPS Estimate #
5t25,2018 M320
Retluestor
Estimator I Rep
Payment Terms
FOB 1 Delivery Terms
Obaid Khan
Tim
Net 30
Factory
wPS Item Code
Praiucl Destx con
Qiy
Unit
Each
Tote!
Consulting Senice Agreement for Tiafftc Signal Confsol SyAem,
& Intelligent Transportation Sy stem .
1 YA Sa rt
Prionty technical service for network commimicatLon, local
3
Yr
4,500.00
13,500.00
signal controller software, and AThiS sanw and client softwaze
support. Vendor sill provide the followwmr
-24-ho= a dayemcwgnn:•y assustume for signal system
conditions that are related to the malfnectiooing of the signal
hardnwe or software that impedes normal operation of the signal
tmnng plans, such as going into flash
*N immimr of (2) single4ay training sessions per year to train
nen• staff and proiide a "refie Sher" course for essting staff.
*N1aramrmr of (2) half -day visits per nxmffi for on -site technical
*Sen-me delivery by persons tramed and experienced m the
pro -vision of the specific t3an"poitation •senices..
.
'Marls of Se % prmxded are drscribed in the Consulting
Sntiices Ageeenmut docu=m.+t 'TduW A - Scope of Work"
Subtotal
Sales Tax (9.25%)
Total
Page 1
Contract Services Agreement between1� r
City of Dublin and Western 0 Exhibit B: Compensation Schedule
vVentern Paci.Yic Sigrx.%I, X-4z.40 Estimate
(? 1>890 Foothill Blvd. ---
San Leandro. CA 94578 Date issued: W S Estimate #t
Ph, (510) 276-6400 525;21018 2$320
Quotation Issued to- ;hip To
City of Dublin Pdauc Wo& City of -Dublin Public Worms
1i00 Civic Plaza 100 Civic Plaza
Dublin CA 9456E Dublin; CA 94568
f
Requzsftx EsSmator #Rep Payment Terms FOB ! Delivzry
Terns
ObaidBhan
Zim
Vet3d
Factory
WP5 Item Code
Product DescriptionCity
UnitUnit
Each
Total
:5erzice
Er-[ra'excess .-isi2, half-dayhalf-dayrate, faa on -site technical support for
0
Ls
800.410
O.Onetwork-netnetwork-cow
nucation, local anal eonn'a3'er soft -me, and
VMS :ewer andar . client soflne.
-Local signal controller software support include; bazie
controller soEccar+e setup, TSP Soflv°ane actuation logic and
peer -peer ccaif'iwsaaon (Local inter �ecnan license not
included)
\Tetscark Device soft -me support iffludf.- deice software
canSgmafion, and review and adciseruent of communication
niritxe for carious nehxarl bounds
-AT2t'!S serer and client =oflceare Support incSvde; assistance is
ATASS.now C°dent installation, developing -systems graphical
snteaface andsetup customize rearts o.
AT':'.f5 Tr-•�
Half -Dry an-5ire technical training on:•1Tidl5. Training will
D
Ls
$QCIM
O.00
csoftwaresabasic software Salop, database me and manipulation,
custom report generation and graphical map zenerahon and
Luca! Contra3er Training
animat%aaL
Half -Day a. -kite technical nmming on local intersection-,igaal
0
Ls
$06.00
0.00
controller tintng and coordination. Training grill covebasic
conholler hardware and software Salop, preempiioa and
Contract Services Agreement be
City of Dublin and Western Paclfi�g Exhibit B: Compensation Schedule
x:Oc�ctriG E31gM*",
�I
Estimate
Q 15890 Foothill BIA-d.
Sant Leandro. CA 94578
Date Issued: VsrPS Es
smate
30 Factm3
WPS Item Code Product Desctip36on Qty Unit Each Totem
2detvsorL• Iki�e Tiaiisimmg alalt=Day on-si% tecLoFcai #caioiag on ®etxiort` caanni®icatian it is 8.00 Q.i70
de11Ce5_ Tramrng wrll COLAEI' e basne#ccmrck 6tYri'LeLL',. har>hvaa>=.
and software setup for Aebuiis, Etherwan, Et3Ct)M and or
l{yland brauds-
RE VtSED MAY 23; 201$ ,
Subtotal sl__;,4s�o.00
Sales Tax (9.25%) $0.00
This quotation is good far Quanties lisded above or greater. All �at� timare Total S 13,Sr70.40
guaranteed valid fiar at least (30) days. Except as detailed abotz, ]i�ted mfg.
Contract Services Agreement between July 18, 2d�8
City of Dublin and �lltest�rnPaci�c: Signal Exhibit B: Compensation Schedule
Contract Services Agreement between July 18, 2d�8
City of Dublin and �lltest�rnPaci�c: Signal Exhibit B: Compensation Schedule
iiR s�t+ern lXaciiic Siaa€fI, LLC Estimate
Q 15890 Foothill RIA.
San Leandro, CA 94578 Date issued: WPS Estimate #
Ph: (510) 276-6400 > 23 201s
Quotation Issued to: Ship To
CitvofDubhnFV,!LCR'orks Cuv ofDublm Public cl-orks
16 Civipc� Pi. l06 Cicie Plaza
Dublin. Cr_ 94569 Dublin. CA 94569
Reguestor Estimator? Rep Payment Terms FOB
DelrveryTem7s
ObaidKh-n
Tim
?%t30
FactoryWPS
Item Code
Product Description
Ctty
Unit
Each
Total
Intelligent TaaIl;portatioa Sgstem /,ITS} Derives per Consulting Services
CoatraM
CrP.IDSbi-4RT Vehicle Imaging 'idea Detection System EZM'i?Sp
GRIDSh3ART Item
Complete Sinete Camera.. Stop Bar Detection to include:
1
Ea
14.3£+0-90
14360.0OT
{l} GRII}ShiART ultra -aide anrle fisheye camera xith sealed enc-losure,
GRIDShiART PINGS-3-CAhi
(1) GRIDS-NL9IiT Processing Unit; Rack or Shelf Mount with two camerainteaface,
includes GRIDSh4Ai.T soft -me, GRIDSAL4RT P+N GS-3-C:52
(1) GRIDS?.SaRT TSZ Connector Kit Fare G5-3-GS2, Includes SDZC
C:on¢ectorz tobe used for TS? Fnroinmmeaatz, PAN GSA-TS2-OPT
(1) SDLCPatch Cable, Eft. WPS P•N UPS-SDLC
(1) Swivel bracket Camera Mountinging tiaadume n-.'junetio¢ box &
connI55' ector, GRih4ART 8'_''i GS-3-Sh1C.
(1) o1soIl Cable Clamp, 2" to 7" clau>piIlg diameter. P'NSBC66-SCK
(I) Video Detection Camera hiauntiae Arm Pole (90 degrees), 58",
GiIDShL'lRT P:1ti GS-3-A5S.
30(Y Detection Comm Cable, Ethernet, Cat >B 354hIh7- Outdoor rated
Direct Bmial, Cld'L%, Shielded.. Get, P.21 CATS
GS-s-PFbt
Software- C;RIDSh•SART Petfoan>aace module, provides counting,
0
Ea
?;_{}Q.GO
6.010
ctassificatics and turning movements,ents_ updates initial year, cost per
inter -section. -section. NO MEDLk Wk. P+_\ CiS=? PF4.{optiauat} 30-da}'
evaluation Included at IIA charge
"ASS Sedco Iater>eMor
AllOw3-4 R'eek5 f61' Cel1S•ePr AR0
Subtotal
Sales Tax (9.25°10)
Total
Contract Services Agreement between Duty 18, 201
City of Dublin and Western Paclfi�ignal Exhibit B: Compensation Schedule
Estimate
15890 Foothill Bli'd.
San Leatifto, CA 94578
Date Issued: WPS fimate #
Ph: (510) 276-6400
5t23Q018 2S720
Quotation Issued to: Ship To
City of Dublin Public Works City of _Dn6hu Public W- ork,
100 Chic Plan lod Cnic: Pl..
Dublin, CA 94568 1>ubbm, CA 9456S
Requestor Esator I Rep Payment Terms FOB I Delivery Terms
Obaid Kban Tim -Net 30
Factory
WIPS Item Code
Product Description
Qty
Unit
Each
Total
TC-CKI-SSE
Iviierovmvvehicle motion and presence trwJing sensor, lIntersector, b4s
1
Ea
5,100.00
5,100.O7T
Sedco PYN TC-CKI -SBE to include: (1) NFIMA Interface -Baud, RN
-4 TC1B.
Mounting Bracket
Rigid Mount Bracket w1a4aptor for HS Sedco lutersectot- Radar INIount.
1
Ea
110.00
1 10.00T
TCIB4
MWA Interface Board, Dual Voltage, Single Slot, 4 Channel, fix
I
Ea
435:00
435-DOT
lntersedcr Presence Sensor PN TCM4
TCIPI4 Injector
Povm Injector for Inter;ector semoa, hiS Sedco RIN TCF14
1
Ea
750�00
750.00T
CatS
Detection CDComerCable, Ethernet Cat SE 350MIz, Outdoor rated, Direct300
Ft
0.98
294.00T
Burial, C?,% Shielded CA RN CAT5
Network Comrrunication De;icf--
ML690DF
Ethernet Switch; Fiber Based, Dual SFP sockets, IN'Liulaged 1OW100OBam
I
Ea
1,285.00
1,285,00T
6-port switch, DIN rail mount Actelis RN 50IRGG221
hu-cm
Edvemet Copper BndpDrw As Continue Unit, Amaged 101100 4-port
I
Ea
2,495-00
2,495,00T
switch;swite4-pair in and out, bonded topper, wICAIAP Snooping, Actelis
Networks RIL688 Metah& Modem.
'Wiraleass Communication Systems
Enzom E-Cite 58 W
5.8 Ghz Radio 3 0 Glv%ps integrated dual polarity antenna. Includes: RS S1
2
Ea
2,460-00
47920-GOT
indicators and external rf--et button, 802.3-at POE Injector and mounting
bracket. Supports upto 100 mete of Cat5 cable from POE injector to
Radio. Encom PW Elite 58 W W
Allow 3-4 weeks for dehvery ARC?
Subtotal
$29,749.00
Sales Tax
(9.25%) $2,751.78
This quotation is good for quanties listed above or greater. All f--fimA-- me Total
S3275,00.78
guaranteed valid for at least (30) days- Except as detailed abone. limited Mfg -
one-year warranty applies to new items, and (90) days to repaired or refurbished
items. V na & 1A,`C purchasing cards are accepted with a 4% convenience fee.
Mostdata sheet mecifications are m7adable online at wwwmp-Agnalcom
Page 2tim
Contract Services Agreement between J2''
Western
"I"'A""I'll,
City of Dublin and .Western
Pacific Signal
Exhibit B: Compensation Schedule
Western