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HomeMy WebLinkAbout2013-10-22 - AGENDA REPORTS - AMEND CONTR CONNEXIONZ12-00122 (2)Agenda Item: 3 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR City Manager Approval: Item to be presented by: Adrian Aguilar DATE: October 22, 2013 SUBJECT: AMEND CONTRACT 12-00122 BETWEEN THE CITY OF SANTA CLARITA AND CONNEXIONZ, LTD., TO INCLUDE THE MAINTENANCE AND SUPPORT OF HARDWARE AND EQUIPMENT INSTALLED AS PART OF THE TRANSIT INFORMATION NETWORK DEPARTMENT: Administrative Services RECOMMENDED ACTION City Council: 1. Amend Contract 12-00122 with Connexionz, Ltd., to include comprehensive maintenance and support of hardware and equipment installed as part of the Transit Information Network. 2. Extend maintenance agreements through April 21, 2015. 3. Increase the value of the contract by $225,153 for a not -to -exceed total of $1,042,591. 4. Approve and authorize the City Manager or designee to execute all final document approval, contingent upon the appropriation of funds by the City Council in the annual budget for such fiscal year. BACKGROUND The Transit Information Network (TIN) uses an Automatic Vehicle Location system and state-of- the-art software to track and monitor the performance of the Santa Clarita Transit system. The Global Positioning System (GPS) -based technology also allows Santa Clarita Transit customers to obtain real-time bus information in order to better plan their daily travels. A F PRI 0 ED In an effort to develop a cost-effective system that meets the needs of the City and our customers, TIN was designed and implemented in phases. The City began installing Phase I of the project in 2009, which included the design and installation of onboard computers, GPS equipment on the transit fleet, and introduction of computer-aided scheduling and dispatching software. In addition, Phase I included the installation of a next -stop annunciator system, which notifies visually impaired customers of approaching stops and public information wayside signage in the form of 25 Bus -Finder units, 10 LED -scrolling signs, and 2 LCD monitors at bus stops located throughout the City. In 2011, the City began Phase II of the TIN system. As part of this project, the City added an additional 27 Bus -Finder units, 12 LED -scrolling signs, and 3 LCD monitors throughout the service area. Using American Recovery and Reinvestment Act (ARRA) funding, the City began Phase III of the project in late 2012. This phase of the project included the design and installation of an Onboard Visual Display system which uses GPS data to provide "visual" announcements of approaching stops and to display location -based information and service announcements. As part of the project, equipment such as flat -screen monitors, media players, and new control software was installed. During each phase of the project, the contractor provided the City with a comprehensive 12 - month warranty, which went into effect upon City acceptance of each completed phase. As a result, the City has three separate software maintenance agreements in place with differing coverage dates. This has also resulted in some hardware components reaching the end of their useful life, while other hardware components are still under warranty. The proposed contract amendment would extend repair and/or replacement coverage to all hardware included in the system regardless of its implementation phase. It would also extend the term of existing software agreements so that all software and hardware maintenance agreements terminate on April 21, 2015. Specifically, the proposed amendment would cover the following hardware through April 21, 2015: • 60 Bus Packs (onboard computer, GPS, and communication hardware) installed in the local fleet during Phase I. • 26 Bus Packs (onboard computer, GPS, and communication hardware) installed in the commuter fleet during Phase I. • 52 Bus -Finder units installed throughout the Santa Clarita Valley in Phase I and II. • 22 LED -scrolling signs installed throughout the Santa Clarita Valley in Phase I and H. • 5 LCD monitors installed at the McBean Regional Transit Center and the Newhall Metrolink station during Phase I and H. • 180 monitors and supporting media equipment installed on the local fleet during Phase III. • 52 monitors and supporting media equipment installed on the commuter fleet during Phase III. —.2— The total cost of this extended coverage is $225,153. Based on the current pricing, the cost of replacing 60 bus packs alone would exceed the cost of the proposed contract amendment. If approved, Connexionz, Ltd. has agreed to repair or replace any and all malfunctioning hardware and equipment with the latest make and model available to Connexionz, Ltd. customers at the time of failure, thus ensuring the reliability and integrity of the system. ALTERNATIVE ACTIONS Other action as determined by City Council. FISCAL IMPACT Transit funds in the amount of $225,153 to cover the expense for this amendment are available in account 12400-5201.003. ATTACHMENTS Draft Amendment 12-00122-A available in the City Clerk's Reading File Orginal Connexionz, Ltd. Contract available in the City Clerk's Reading File Orginal Connexionz, Ltd. Contract Exhibit C available in the City Clerk's Reading File -3- CONTRACT AMENDMENT TO AGREEMENT NO. 12-00122 BETWEEN THE CITY OF SANTA CLARITA AND CONNEXIONZ, LTD. Contract No. 12-00122-A THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this _ day of 20_, by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation existing under the laws of California ("CITY"), and CONNEXIONZ, LTD.("CONTRACTOR"). 1. Pursuant to Section TWO (2) of Agreement No. 12-00122 ("Agreement"), Exhibit C (Scope of Services) paragraph five (5) has been replaced in its entirety to read as follows: "Connexion, Ltd. agrees to provide comprehensive hardware maintenance and support for all TIN hardware installed by Connexion, Ltd. or their subcontractors aboard the City Transit fleet, and to all TIN and Public Information Relay System Wayside Signs, for a two-year period beginning on April 22, 2013 and ending on April 21, 2015. Connexion, Ltd. agrees to extend the provision of comprehensive hardware maintenance and support of all equipment related to the On -Board Visual Display project from March 29, 2015 until April 21, 2015. Connexion, Ltd. agrees to repair or replace all malfunctioning hardware with the latest make and model of the equipment available to Connexion, Ltd. customers at the time of hardware failure. The total cost of the hardware maintenance outlined above is $225,153, bringing to total amount of the contract not to exceed $1,042.59 L" 2. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 3. Except as modified by this Amendment, all other terms and conditions of Agreement No. 12-00122 remain the same. (SIGNATURES ON NEXT PAGE] Revised V2011 Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written. FOR CONTRACTOR: Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY By: City Attorney Date: Revised 12011 Page 2 of 2 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONNEXIONZ LIMITED Contract N 12-00122 This AGREEMENT is entered into this 22nd day of April, 2012, by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("CrtY') and Connexionz Limited, a Corporation ("CONSULTANT'). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed eight hundred seventeen thousand, four hundred thirty-eight dollars ($817,438) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A — Price Proposal Version 4.2," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit 'B — Response to RFP TR -I1-12-18", and Exhibit "C — Scope of Services," as requested in the City's RFP TR -11-12-18, known as Exhibit "D", which are incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perforin and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 712006 -1- 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A — Price Proposal Version 4.2") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. APPROPRIATION OF FUNDS. CITY confirm that the funds for payments to the CONSULTANT in accordance with this Agreement are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY, that has been allocated for payment to CONSULTANT and is payable upon achievement of the milestones set forth in Exhibit "A — Price Proposal Version 4.2". 6. ADDITIONAL WORK. A. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; u. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from April 22, 2012 to April 21, 2015. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A, B, and C'; B. Termination as stated in Section 15. MOM -2- 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. 72006 A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. -3- — b C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'S own cost; CITY will not be obligated to compensate CONSULTANT for such work except for any claims or damages CONSULTANT is permitted to make under this Agreement including, without limitation, for just and equitable compensation under clause 15 D- D. Subject to clause 41, should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16, OWNERSHIP OF DOCUMENTS. Subject to clause 41, all documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. Not withstanding the foregoing, CITY acknowledges that CONSULTANT is a company listed on the New Zealand Stock Exchange (NZX) and is required by the laws of New Zealand and the rules of the NZX to make public disclosures of information to the NZX from time to time. Nothing in this clause will prevent CONSULTANT from making such disclosures, but CONSULTANT will use reasonable endeavours to consult with CITY prior to making any disclosure that mentions the CITY. 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory nmoe -4- to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. CONSULTANT affirms that any "negligence" limitation within CONSULTANT's insurance does not limit the coverage to negligence by United States standards. Instead, it provides coverage to the City as an additional insured, meeting the provisions of this contract, including the indemnification clause. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. CITY acknowledges, and will ensure that any of its employees, officers, representatives or advisers acting for it under this clause acknowledge, that they must keep all information of CONSULTANT obtained under this clause confidential and must comply with clause 42. Notwithstanding the prior, CONSULTANT agrees and understands that as a public entity the CITY is subject to the California Public Records Act Government Code section 6250 et seq. and that if there are documents that are requested that are required to be disclosed under those laws the City must comply with the Law. For documents that the CONSULTANT believes are confidential, those documents should be marked as such. Prior to releasing any documents that are marked confidential by the CONSULTANT, CONSULTANT wilt be contacted in order to permit an analysis of the disclosure requirements under the California Public Records Act. 22. INSURANCE. 7/2006 A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tyne of Insurance Limits -5- Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an `occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will famish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII." Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 7/2006 W 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. Monthly meetings may be held by teleconference. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Connexionz Limited Building 2, 1 Show Place Addington, Christchurch NEW ZEALAND Attention: Roger Carruthers, CEO If to CITY: City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, CA 91355 Attention: Adrian Aguilar, Transit Manager Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are requir for any officers, employees, and/or agents of CONSULTANT, except as indica in Subsection B. B. In accomplishing the scope of services of this Agreement/CONSULTANT(S) will be performing a specialized or general service for the C{WY, and there is substantial likelihood that the CONSULTANT'S work product hill be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category "1" of the CITY's Conflict of Interest Code: 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or 7/2006 -7- /2' secure this Agreement, Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was dratted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terns or other agreements expressed or implied, oral or written. There are four (Price Proposal Version 4.2, Response to RFP 11-12-18, Scope of Services, and RFP 11-12-18) Attachment(s) to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. rrzaoa -8- 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. 40. PROTECTION OF RESIDENT WORKERS. The City of Santa Clarita actively supports the Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (I-9). The Contractor shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. 41. INTELLECTUAL PROPERTY. Notwithstanding any provision to the contrary in the Agreement: 712006 A. All Intellectual Property Rights in relation to services and products supplied by the CONSULTANT to the CITY, and any labels, user documentation, reports and other literature supplied by CONSULTANT in connection with them, shall be and remain the property of CONSULTANT. The parties acknowledge that all work, and all Intellectual Property Rights in that work, produced by or on behalf of CONSULTANT in the course of or in connection with the provision of the services to the CITY shall vest in and be owned absolutely by the CONSULTANT. The CITY, by this clause, transfers and assigns to the CONSULTANT absolutely all its right, title and interest in such Intellectual Property Rights. B. Provided CITY has paid all amounts due and owing to CONSULTANT, CONSULTANT grants CITY: (i) a non-exclusive licence to use Intellectual Property Rights developed or owned by CONSULTANT prior to the date of execution of the Agreement and any modification, translation, adaptation or development of such intellectual property throughout the term of the Agreement at no cost to CITY as required to -9- receive the benefit of the services and products to be supplied by CONSULTANT. CONSULTANT shall if requested to do so by CITY grant CITY a licence for CITY to use such Intellectual Property Rights after the term of the Agreement upon reasonable commercial terms; and (ii) a non-exclusive perpetual licence to use, copy, modify, transfer and sublicense all other Intellectual Property Rights developed by CONSULTANT during the performance of its obligations under the Agreement at no cost to CITY. C. For the purposes of clause 41, "Intellectual Property Rights" means all intellectual property including (without limitation) any right to, and any interest in, any patent, design, trade mark, trade name and all goodwill rights associated with such works, copyright, trade secrets and any other proprietary right or form of intellectual property (protectable by registration or not) in respect of any know-how, technology, concept, idea, data, component, tool, library, methodology, routine, program or other software (including in source and object codes), specification, formula, drawing, document, programme, design, system, process, logo, mark, style or other thing of similar nature, conceived, used, developed or produced by any person, whether in relation to the services and products provided by CONSULTANT or otherwise and/or relating to associated or accompanying literature and documentation." D. The provisions of this clause 41 shall survive termination or expiry of the Agreement." 42. CONFIDENTIALITY. 7/2006 A. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by sub -clause B. B. Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 42; and (ii) as may be required by law, court order or any governmental or regulatory authority, or stock exchange. C. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement." -10- C. The provisions of this clause 42 shall survive termination or expiry of the Agreement." 43. BUY AMERICA. CONSULTANT agrees to comply with 49 U.S.C. 53236) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, manufactured products used in the FTA -funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons producted by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA -funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. 44. REPORTING OBLIGATIONS UNDER RECOVERY ACT OF 2009. In addition to all other reporting requirements of the Contractor set forth in this AGREEMENT, Contractor agrees to comply with the additional reporting requirements of "vendors" pursuant to Section 1512 of the American Recovery and Reinvestment Act of 2009. Information required of `vendors" includes the following: Monies spent on goods and/or services; 2. Name of vendor(s) with who said monies are spent; 3. Type of goods and/or services said money was spent; 4. Purpose for which said monies were spent; 5. DUNS number of Contractor (if obtained); 6. DUNS numbers of subsequent sub -contractors and/or vendors with whom goods and/or services are purchased by Contractor (if obtained); 7. Zip+4 of Contractor's headquarters; 8. Zip+4 of subsequent sub -contractors' and/or vendors' headquarters with whom goods and/or services are purchased by Contractor, 9. Number of weekly hours worked by each Contractor employee and Sub- contractor employee who either retained their job status as a result of the project subject to this AGREEMENT, or was hired specifically to fulfill the requirements of the project subject to this AGREEMENT. 7rzaas -11- The above information shall be reported in writing directly to the City throughout the duration of the project subject to this AGREEMENT, cumulatively, on a quarterly basis beginning October 1, 2009 and thereafter on January 1, 2010; April 1, 2010; July 1, 2010; October 1, 2010; January 1, 2011; April 1, 2011; July 1, 2011; October 1, 2011 and so on. On each of these dates, the information must be reported to the City no later than 5pm. If any of these dates falls on a weekend or holiday, the information must be reported to the City by Spm on the business day before weekend or holiday. Timely submission of this information to the City is critical as the City has reporting obligations under the American Recovery and Reinvestment Act of 2009 and the City needs this information to fulfill the City's reporting obligations to the federal government. The above information may be reported to the City by completing Exhibit B attached hereto in hard copy or electronically via email to: Casey Bingham City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, CA 91355 Email: cbingham(;santaclarita.com Fax: 661-259-8125 In the event the Contractor fails to timely and accurately report the above information to the City which failure causes any loss of funding to the City for the project which is subject to this AGREEMENT, the Contractor is obligated to reimburse the City for any such loss of funding from all available sources including, but not limited to, offsets by the City from any payments otherwise due to the Contractor under this AGREEMENT and any other funds or assets of the Contractor. If the Contractor has any questions about the above reporting obligations, then the Contractor is encouraged to contact Casey Bingham at 661-255-4902 (Phone) or cbingham@santa- clarita.com (Email). In addition, the Contractor may obtain information about the reporting obligations on line from the helpdesk staff of the Office of Management and Budget at www.FederalReporting.gov website. [Signatures on next page] 7/2006 -12- 1 _I7 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year fust hereinabove written. FOR Print Name & Title Date: Ay 30 goo FOR CITY OF SANTA CLARITA: KENNETH R. PULSKAMP, CITY MANAGER By: v City Manager 6.2 z_• I ATUEST- u I• �.:�. _ �� Date: (o - 2�2--1 2=� APPROVED AS TO FORM: CARL K. NEWTON, CITY ATTORNEY By: - Q City Attrney Date: (o L2 Z/ Z 7!1006 -13- O) -f ax . If- Exhibit C Scope of Services: On -Board Visual Display System Connexionz, Ltd., is to procure and install on -board visual display monitors along with the media players used to integrate them with the existing Automatic Vehicle Location system, also installed and maintained by Connexionz, Ltd., on all 86 Santa Clarita Transit local and commuter buses. This system must be capable of providing visual automatic stop annunciation, route information, video playback, PowerPoint presentations, and GPS driven, location based advertising for our riders. Each local bus is to be outfitted with one dual -sided 19" -wide screen monitor (or equivalent) in the middle of the cabin and one singular facing 19" -wide screen monitor (or equivalent) at the front of the cabin. Likewise, each of the 26 vehicles of the commuter buses will be fitted with one singular facing 19" -wide screen monitor (or equivalent) in the middle of the cabin and one singular facing 19" -wide screen monitor (or equivalent) at the front of the cabin to ensure visibility from every position on the bus Corresponding media players that integrate with the on -board monitors are to also be installed at cabin locations best determined by Connexionz, Ltd and Santa Clarita Transit The design phase of the project is to commence following the execution of this contract, and installation of the system is expected to be completed by August 2012. Service and maintenance of this equipment will be covered under warranty for the first 12 months of the contract, and for a fee of $23,220 for the following 12 -month period. As the vendor selected for executing prior phases of the Transit Information Network, Connexionz, Ltd. is to also provide comprehensive maintenance and support for the entire Transit Information Network for a two-year period beginning on April 22, 2013 of the proposed contract for a fee of $272,260. Total cost of the procurement, installation, and maintenance of those good and services mentioned above is not exceed $817,438.