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R2020-122 2020-07-13RESOLUTION NO. R2020-122 A Resolution of the City Council of the City of Pearland, Texas, authorizing the purchase of traffic management software and associated controllers from Trafficware, in the amount of $393,193.85. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That pursuant to Section 252.022 of the Local Government Code, sole source pricing has been obtained for the purchase of traffic management software and associated controllers from Trafficware. Section 2. That the City Manager or his designee is hereby authorized to purchase traffic management software and associated controllers in the amount of $393,193.85. PASSED, APPROVED and ADOPTED this the 13th day of July, 2020. ATT CRY AL ROA , TRM CMC CITY SECRETARY APPROVED AS TO FORM: 04L --art— DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR ® City of Pearland 3519 Liberty Drive Pearland, TX 77581 General Services Contract This Contract (Contract) is made between the City of Pearland, Texas (City), and Contractor. The City and Contractor agree to the terms and conditions of this Contract, which consists of the following parts: I. Summary of Contract Terms II. Signatures III. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: Trafficware 522 Gillingham Lane Sugar Land, TX 77478 Description of Services: Contractor will provide 95 controllers and traffic management software for 110 intersections including software training and system maintenance agreement for the City of Pearland, per quote # 201912-116TXBI Rev C, R2020-122. Contract Amount: $393,193.85. Effective Date: 7/13/2020 Termination Date: 7/12/2021 Renewal: Four additional one-year renewal options available for system maintenance. II. Signatures. By signing below, the parties agree to the terms of this Contract: CITY OF PEAR�AN[�Y bhnM arter ^/ DN: cn=lohn Mcc .,-1OyI %—��—L 02o John MccarterPear��,o�F,n4�e. I Date: 2020.07.22 16:08:40 -05'00' Assistant Director Finance Date *S1gned by"' Date: 7/ City Manager (- Assistant City Manager Director Superintendent/Manager CONTRACTOR: C Title: Vice President & General Mgr. Date: 7i-),?i?n?n *Contract Signature Authority: Superintendent/Manager -$5,999 or less Director - $6,000 to $30,000 City Manager/Assistant City Managers - $30,001 to $50,000 City Council Resolution - $50,000+ Page 1 of 4 III. Standard Contractual Provisions. A. Definitions. Contract means this Standard Services Contract. Services means the services for which the City solicited bids or received proposals as described in Exhibit A, attached hereto. B. Services and Payment. Contractor will furnish Services to the City in accordance with the terms and conditions specified in this Contract. Contractor will bill the City for the Services provided at intervals of at least 30 days, except for the final billing. The City shall pay Contractor for the Services in accordance with the terms of this Contract, but all payments to be made by the City to Contractor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Government Code. C. Termination Provisions. (1) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (2) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default will give the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract under this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. (3) Multi -Year Contracts and Funding. If this Contract extends beyond the City's fiscal year in which it becomes effective or provides for the City to make any payment during any of the City's fiscal years following the City's fiscal year in which this Contract becomes effective and the City fails to appropriate funds to make any required Contract payment for that successive fiscal year and there are no funds from the City's sale of debt instruments to make the required payment, then this Contract automatically terminates at the beginning of the first day of the City's successive fiscal year of the Contract for which the City has not appropriated funds or otherwise provided for funds to make a required payment under the Contract. D. Liability and Indemnity. Any provision of any attached contract document that limits the Contractor's liability to the City or releases the Contractor from liability to the City for actual or compensatory damages, loss, or costs arising from the performance of this Contract or that provides for contractual indemnity by one party to the other party to this Contract is not applicable or effective under this Contract. Except where an Additional Contract Document provided by the City provides otherwise, each party to this Contract is responsible for defending against and liable for paying any claim, suit, or judgment for damages, loss, or costs arising from that party's negligent acts or omissions in the performance of this Contract in accordance with applicable law. This provision does not affect the right of either party to this Contract who is sued by a third party for acts or omissions arising from this Contract to bring in the other party to this Contract as a third -party defendant as allowed by law. E. Assignment. The Contractor shall not assign this Contract without the prior written consent of the City. F. Law Governing and Venue. This Contract is governed by the law of the State of Texas and a lawsuit may only be prosecuted on this Contract in a court of competent jurisdiction located in or having jurisdiction in Brazoria County, Texas. G. Entire Contract. This Contract represents the entire Contract between the City and the Contractor and supersedes all prior negotiations, representations, or contracts, either written or oral. This Contract may be amended only by written instrument signed by both parties. H. Independent Contractor. Contractor shall perform the work under this Contract as an independent contractor and not as an employee of the City. The City has no right to supervise, direct, or control the Contractor or Contractor's officers or employees in the means, methods, or details of the work to be performed by Contractor under this Contract. The City and Contractor agree that the work performed under this Contract is not inherently dangerous, that Contractor will perform the work in a workmanlike manner, and that Contractor will take proper care and precautions to insure the safety of Contractor's officers and employees. I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one- half of the mediator's fees. J. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. K. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful, the remainder of the Contract continues to be binding on the parties. IV. Special Terms or Conditions. None. V. Additional Contract Documents. The following specified documents attached to this Contract are part of this Contract. Any provision contained in the Contractor's Additional Contract Documents that conflicts with this Contract shall have no legal effect. A. Contractor's Additional Contract Documents: 1. The contractor's quote # 201912-116TXBI Rev C shall be construed as additional contract documents. 2. Executed Contractor Insurance Requirements & Agreement (required insurance certificate[s] shall be in possession of City at actual commencement of work). B. City's Additional Contract Documents: 1. Scope of Services as listed on the attached. EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES Scope of services shall consist of the contractor providing 95 controllers, and traffic management software for 110 intersections including software training and system maintenance agreement for the City of Pearland, per quote # 201912-116TXBI Rev C, 82020-122. Pricing is per contractor's response to the same, as reflected on attached quote. C U B I C, I l© Trafficware Client City of Pearland 2559 Hillhouse Road Peadand, TX 77584 Attn: Ed Kupferer Quote #: 2 01 91 2-11 6 TXBI Rev C Re: ATMS and Controller Upgrades Date: 7/1/2020 Company 522 Gillingham Lane Sugar Land, TX 77478 (281)240-7233 Phone (281)240-7238 Fax tratficwarecustomercare(®cubic. com www.trafficware.com Contact Bill Ische Phone.: 214-295-5256 Email: bitische(a�cubiccom Thank you for your quotation request. We are pleased to offer this quotation for good and services as outlined under the terms and conditions noted below. _... P , _ ,. , . N O 1 ATMS Central System License 50157-8000 $128,750.00 $128,750.00 Base server and 110 intersection license 50157-8080 (110) 1 Streetwise to ATMS upgrade discount (5%) -$6,437.50 -$6,437.50 1 ATMS Training $2,000.00 $2,000.00 1 ATMS Software installation and start up on Peadand virtual server 96804-1000 $15,000.00 $15,000.00 and workstations 1 First year SMA $16,250.00 $16,250.00 1 Synchro "warrants module" upgrade to existing single user Synchro license $631.35 $631.35 25 980ATC faceplate upgrade kit - Trafficware will install faceplates on legacy 980ATC-00024010 $1,850.00 $46,250.00 Peadand 980 controllers manufactured 2009 or newer 25 Trade-in allowance on previous version 980 controllers -$375.00 -$9,375.00 (availble only on faceplate upgrades) 65 980ATC Type I controllers 980ATC-11024010 $2,525.00 $164,125.00 Database conversion and validation from Siemens and old Naztec format to 90 980ATC format 96801-1000 $400.00 $36,000.00 TOTAL= $393,193.85 PRICES ARE IN US FUNDS. NET 30 DAYS. FREIGHT - FOB ORIGIN / FREIGHT INCLUDED TAXES ARE NOT INLCUDED. ALL ITEMS SUBJECT TO APPLICABLE TAXES. IF TAX EXEMPTION APPLIES PLEASE FURNISH NUMBER OR RESALE CERTIFICATE WITH PURCHASE ORDER. DELIVERY 60 - 90 DAYS AFTER RECEIPT OF ORDER, FOR STANDARD ITEMS. FOR NON STANDARD ITEMS PLEASE ADD AN ADDITIONAL 60 DAYS THIS QUOTATION IS FOR PRODUCT ONLY. QUOTE DOES NOT INCLUDE TRAINING OR TURN -ON ASSISTANCE, UNLESS STATED IN QUOTE. Notes: ALL ORDERS ARE SUBJECT TO CREDIT APPROVAL. • CREDIT APPROVAL DELAYS MAY ADVERSLEY AFFECT STANDARD DELIVERY TIMES. CANCELLED ORDERS ON STANDARD ITEMS ARE SUBJECT TO A 25% RESTOCKING FEE. RESTOCKING FEE FOR CANCELLED ORDERS ON SPECIALTY OR CUSTOM MADE ITEMS WILL BE HIGHER. • ITEM NUMBERS FOR PSI PRODUCTS (A TRAFFICWARE COMPANY) BEGIN WITH "P" TO HELP OUR PSI CUSTOMERS DISTINGUISH PSI PARTS. THESE PARTS CAN BE ORDERED WITH OR WITHOUT USING THE "P" PREFIX. • PLEASE SEND ALL PO'S TO TRAFFICWARECUSTOMERCARECCUBIC.COM & MADE OUT TO CUBIC ITS. INC. We appreciate the opportunity to provide this quotation! Regards, 16 r�Gf 5?1W, Customer represents and warrants that, in connection with the marketing, sales and distribution of Trafficware Products, customer has complied and will comply with all applicable laws, including but not limited to: (1) anticorruption laws (such as the U.S. Foreign Corrupt Practices Act) that prohibit directly or indirectly giving, offering, promising, requesting or accepting anything of value for the corrupt purpose of gaining a commercial benefit or advantage, and (2) U.S. export control and sanctions laws that regulate the disposition of U.S. -origin goods, software and technology C U B I C.. 1 p Trafficware ATMS SYSTEM MAINTENANCE AND SUPPORT AGREEMENT Cubic I Trafficware (Cubic) will provide City of Pearland, Texas (Agency) ATMS system maintenance and technical support of the ATMS Advanced Traffic Management System (Software) licensed to Agency as described in this document. SCOPE and RESPONSIBILITIES The ATMS System Maintenance and Support Agreement covers the following products and services during the agreement period: 1) Free upgrade to the latest full version of ATMS core system via at the beginning of the agreement via remote access, with the agreed purchase of at least five (5) years of maintenance. 2) Free software updates (all 2.dot releases) of the ATMS core system software via remote access. a. Since the release of ATMS 2.0, Cubic has released an average of two .dot releases of ATMS per year. Cubic expects that pace to be roughly the same on a going -forward basis but may vary the times for release depending on which additional features are included. 2.dot release may also require technical updates to MicrosoftTm and other technology standards used in ATMS. b. Cubic and Agency will work together to schedule a mutually appropriate time for installation. 3) A yearly system "health check" on the IT environment in which ATMS resides and recommendations to improve system performance. Agency will provide remote access to its system so that Cubic may complete the "health check". 4) Designated and priority support from our ATMS systems support group. 5) Telephone support: Times: 7:OOam to 7:OOpm (US Central Standard Time) Days: Monday to Friday except for holidays recognized by Cubic SYSTEM MAINTENANCE AND SUPPORT AGREEMENT FEES The fee for the software and services in this agreement is $ 16.250.00 per year for 5 years, payable by Agency to Cubic ITS, Inc. at the beginning of the agreement period. Payment terms are net 30 days from the date of invoice; invoice should occur on the first business day after the anniversary date of the yearly maintenance period. COVERAGE The following core and/or optional system software modules are covered (check appropriate modules): X ATMS core application ❑ SynchroGreen adaptive server (not including intersection licenses) ❑ SynchroGreen intersection license ❑ Connected Vehicle ❑ Emergency Response ❑ Web Interface ❑ CCTV ❑ Transit Signal Priority (TSP) ❑ Signal Performance Measures (SPM) ❑ StreetSync ❑ Changeable Message Signs ❑ BlueTOAD® ❑ Disaster Recovery Module ❑ UPS ATMS maintenance does not cover commercial off the shelf (COTS) software by third parties that may be required for correct system function, computer hardware, communications hardware or field equipment. Cubic will offer maintenance and support for third parties upon request from AGENCY for an additional charge. COVERAGE PERIOD Coverage begins immediately after the new ATMS system "Install Date" and shall continue for five (5) years. Cubic will provide a quotation for renewal at least 60 days prior to the expiration of the current period of coverage. If AGENCY does not renew the service or pay the fees, software updates and prioritized support will end immediately on anniversary date of the "start date' in this document. START DAT _July 31,Y2020_ n SIGNED: On behalf of Cubic: Joe Custer Vice -President & General Manager Version 02052020 SIGNED: On behalf of Agency Printed Name: Title: Agency Name: