ITEM 4. 10
CITY MANAGER' S REPORT
MARCH 11, 2024 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE PURCHASE OF SOFTWARE AND
ENTERPRISE LICENSE AND APPROVE MAINTENANCE
SERVICE AGREEMENT WITH SWARCO MCCAIN, INC.
ASSOCIATED WITH THE CITY- WIDE TRAFFIC
SYSTEMS AND SAFETY UPGRADES PROJECT, CIP PS
23- 01
RECOMMENDATION: Adopt Resolution Approving the Purchase of Software and Enterprise License and Approve a
Maintenance Service Agreement with Swarco
McCain, Inc. associated with the City -Wide Traffic
Systems and Safety Upgrades Project, CIP PS 23- 01
SUMMARY:
On July 11, 2022, by Resolution No. 22- 5111, Council approved the creation of Capital Improvement Project ( CIP), PS 23- 01 for City -Wide Traffic Systems and Safety Upgrades Project for various upgrades that will maintain and improve the reliability, safety and function of various traffic control devices in the City. Staff requested & received a quote from Swarco McCain, Inc. ( Swarco) for McCain Transparity Software ( Transparity) as shown in Attachment " B". Transparity will give staff the ability to remotely monitor and change the City' straffic signals, which will improve reliability and function.
Staff requests Council approve a ten ( 10) year term Enterprise License Agreement with Swarco for the use of Transparity Software with a total start- up cost of $ 56, 253 to be funded through the CIP and the yearly enterprise license cost of $ 7, 325 to be funded through the Street Operating Fund account 2080- 5010- 420- 58- 00. Sufficient funds have been approved in the FY 23-4 budget.
BACKGROUND:
On July 11, 2022, by Resolution No. 22- 5111, Council approved the creation of CIP PS 23- 01 for City -Wide Traffic Systems and Safety Upgrades ( Project). These upgrades include the replacement of obsolete traffic controllers, installation of video and radar detection systems, communication upgrades, and safety upgrades including guard rails, signs, striping and bicycle facilities. A component of this Project is to improve the traffic signal technology throughout the City to promote mobility, safety and visibility.
The City does not currently have a central traffic control monitoring system and therefore, all monitoring, diagnostics, and changes have to be performed at the intersections. This results in delayed responses to critical issues and consumes staff time.
CITY MANAGER' S REPORT PAGE 2
MARCH 11, 2024 CITY COUNCIL REGULAR MEETING
APPROVE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND
APPROVE MAINTENANCE SERVICE AGREEMENT WITH SWARCO ASSOCIATED
WITH THE CITY- WIDE TRAFFIC SYSTEMS AND SAFETY UPGRADES PROJECT, CIP PS 23- 01
The proposed Transparity will connect to all 26 of the City' straffic signals through a single software platform that allows for remote monitoring, diagnostics and changes.
In addition, Transparity can constantly check the status of the City' s traffic signals and instantly relay any issues to staff, which can then be observed and corrected remotely. Transparity offers a wide range of advantages besides monitoring including but not limited to group timing for coordination, event timing, reports of signal function, and event logs for diagnostics. This product is proprietary and Swarco has provided a Sole Source Documentation, included as Attachment " C".
RECOMMENDATION:
A component of the City -Wide Traffic Systems and Safety Upgrade Project is to upgrade the traffic signal technology throughout the City, which will help improve traffic flow and level of service. Therefore, staff recommends Council approve the purchase of Transparity.
FISCAL IMPACT:
The Agreement with Swarco, included as Attachment " B," has a start- up cost of 56, 253 and a yearly cost of $ 7, 325. Sufficient funds were approved in the CIP FY 23-4 budget for the start- up cost, including the yearly enterprise license cost of 7, 325, which will be funded through the Street Operating Fund account 2080- 5010- 420- 58- 00.
ATTACHMENTS:
A. Resolution Approving the Purchase of Software and Enterprise License and Approve a Maintenance Service Agreement with Swarco McCain, Inc. associated with the City -Wide Traffic Systems and Safety Upgrades Project, CIP PS 23- 01 B. Transparity Traffic Software License and Maintenance Services Agreement with Swarco McCain, Inc. for the City -Wide Traffic Systems and Safety Upgrades Project, CIP PS 23- 01
C. Sole Source Letter - Swarco, Inc.
CITY MANAGER' SREPORT PAGE 3
MARCH 11, 2024 CITY COUNCIL REGULAR MEETING
APPROVE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND
APPROVE MAINTENANCE SERVICE AGREEMENT WITH SWARCO ASSOCIATED
WITH THE CITY- WIDE TRAFFIC SYSTEMS AND SAFETY UPGRADES PROJECT, CIP PS 23- 01
APPROVALS:
Brad T' lor
City Engi a ePr
T nandes
Information Systems Director
Cari James
Finance Dir
1Th
3/- I/zmzy
Date
Date
Date
3-y• Joey
Michael King Date
Assistant City Ma, ager
3 • 5 t
Salvador Navarrete Date
City Attorney
3• lP -2c(-
Ste en J. Salvatore Date
City Manager
RESOLUTION NO. 24-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO
APPROVING PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND
APPROVE A MAINTENANCE SERVICE AGREEMENT WITH SWARCO MCCAIN, INC. ASSOCIATED WITH THE CITY- WIDE TRAFFIC SYSTEMS AND SAFETY UPGRADES PROJECT, CIP PS 23- 01
WHEREAS, on July 11, 2022, by Resolution No. 22- 5111, Council approved the creation of Capital Improvements Project ( CIP) PS 23- 01 for City -Wide Traffic Systems and Safety Upgrades; and
WHEREAS, a component of this project is to improve the reliability, safety and function of various traffic control devices in the City; and WHEREAS, staff received a proposal from Swarco McCain, Inc. (Swarco) to provide 26 Transparity licenses and a ten ( 10) year software maintenance with a total start- upcost of $ 56, 253 and yearly enterprise license cost of $ 7, 325; and WHEREAS, the ten ( 10) year term Enterprise License Agreement with Swarco for Transparity Software is for a total start- upcost of $ 56, 253 to be funded through the CIP and the yearly enterprise license cost of $ 7, 325 to be funded through the Street Operating Fund account 2080- 5010- 420- 58- 00; and WHEREAS, sufficient funds were budgeted in the approved FY 23-4 budget; and
WHEREAS, Transparity will give staff the ability to remotely monitor and change the City' straffic signals, which will improve reliability and function; and WHEREAS, this product is proprietary therefore, Swarco has provided a Sole Source Documentation, as shown in the City Manager' s Report dated, March 11, 2024.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Purchase of Software and Enterprise License and Approve Maintenance Services Agreement With Swarco Mccain, Inc. associated with the City -Wide Traffic Systems and Safety Upgrades Project, CIP PS 23- 01.
The foregoing resolution was passed and adopted this 11th day of March, 2024, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney ATTAC1MENT 1 „
CITY OF LATHROP
AGREEMENT WITH SWARCO MCCAIN, INC.
FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE
AND MAINTENANCE SERVICES, CIP PS 23- 01
THIS AGREEMENT, dated for convenience this 11th day of March 2024, is by and between SWARCO McCain, Inc. ("CONSULTANT") and the City of Lathrop, a California municipal corporation ("CITY");
RECITALS:
WHEREAS, CONSULTANT is specially trained, experienced, and competent for of the software and enterprise license and maintenance service agreement; and WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, CONSULTANT is willing to render such enterprise software license and maintenance services, as hereinafter defined, on the following terms and conditions; NOW, THEREFORE, CONSULTANT and the CITY agree as follows:
AGREEMENT
1) Scope of Service
CONSULTANT agrees to perform services in accordance with the scope of work and fee proposal provided by CONSULTANT, attached hereto as Exhibit "A" and incorporated herein by reference. CONSULTANT represents it is prepared to and can diligently perform these services in accordance with the customary standards of its profession and to CITY' S satisfaction. The fee proposal shall include all reimbursable costs required for the performance of the Scope of Services.
Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved of in advance and in writing, by the CITY.
2) Compensation
CITY hereby agrees to pay CONSULTANT a sum not to exceed $ 56, 253 for the initial set- up cost and $ 73, 250 ($7, 325 per year), incorporated herein by reference, notwithstanding any contrary indications, which is attached hereto as Exhibit "A".
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
CONSULTANT shall be paid any uncontested sum due and payable within thirty 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. Compensation for any task must be equal to or less than the percentage of task complete. In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit "A", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' s authorized representative prior to the commencement of the work. Payment is made based on a time and materials basis.
3) Effective Date and Term
The effective date of this Agreement is March 11, 2024, and it shall terminate no later than March 31, 2034.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope of work described in Exhibit " A" to City' s satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY. 5) Billings
CONSULTANT shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONSULTANT' Sbills shall include a list of all tasks, a total amount due, the amounts previously billed, and the net amount due on the invoice. Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reporting
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement. CONSULTANT shall submit to CITY such reports, diagrams, drawings and other work products developed pursuant to the Scope of Services.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
7) Auditing
CITY reserves the right to periodically audit all charges made by CONSULTANT to CITY for services under this Agreement. Upon request, CONSULTANT agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit.
CONSULTANT agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONSULTANT agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the requirement. CONSULTANT further agrees to maintain such records for a period of three ( 3) years after final payment under this agreement. 8) Assignment of Personnel
CONSULTANT
capabilities and
acknowledges
on the qualifications
that the
of CONSULTANT' s
CITY has relied
principals
on CONSULTANT' s
and staff as
identified in its proposal to CITY. The services shall be performed by, or under the direct supervision, of CONSULTANT' sAuthorized Representative: Ray Laigo.
CITY shall be notified by CONSULTANT of any change of its Authorized Representative, and CITY is granted the right of approval of all original, additional, and replacement personnel at CITY' ssole discretion, and shall be notified by CONSULTANT of any changes of CONSULTANT' sproject staff prior to any change.
CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. If CITY asks CONSULTANT to remove a person assigned to the work called for under this Agreement, CONSULTANT agrees to do so immediately, without requiring the City to process a reason or explanation for its request. 9) Assignment and Subcontracting
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative. CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' Sauthorized representative.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
10) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections (a) through (c) below with insurers and under forms of insurance satisfactory in all respects to the CITY. CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers'
sole cost
Compensation.
and expense, maintain
CONSULTANT
Statutory
shall,
Workers'
at CONSULTANT' S
Compensation
Insurance and Employer' sLiability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' sLiability Insurance shall be provided with limits of not less than one million dollars 1, 000,00). In the alternative, CONSULTANT may rely on a selfinsurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liability Insurance.
CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars ($ 1, 000,00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If 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. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 ( any auto).
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
1) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' s general supervision of CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage.
iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California - admitted insurers with a Best' srating of no less than A: VII.
vi) Notice of cancellation or non -renewal must be received by CITY at least thirty days prior to such change.
c) Professional Liability. CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than Two Million Dollars ($ 2, 000,00) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self -insured retention shall not exceed 250, 00 per claim.
ii) Notice of cancellation, material change, or non -renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy.
iii) The policy must contain a cross liability or severability of interest clause.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
iv) The following provisions shall apply if the professional liability coverages are written on a claims made form:
1. The retroactive date of the policy must be shown and must be before the date of the Agreement.
2. Insurance must be maintained and evidence of
insurance must be provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
3. If coverage is canceled or not renewed and it is not replaced with another claims made policy form with a
retroactive date that precedes the date of this
Agreement, CONSULTANT must provide extended
reporting coverage for a minimum of five years after
completion of the Agreement or the work. The CITY
shall have the right
cost, any extended
to
reporting
exercise
provisions
at the CONSULTANT' S
of the policy
should the CONSULTANT cancel or not renew the
coverage.
4. A copy of the claim reporting requirements must be
submitted to the CITY prior to the commencement of
any work under this Agreement.
d) Deductibles and Self -Insured Retentions. CONSULTANT shall disclose the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization of the CITY' s authorized representative, CONSULTANT may increase such deductibles or self -insured retentions with respect to CITY, its officers, employees, agents, and volunteers.
The CITY' s authorized representative may condition approval of an increase in deductible or self -insured retention levels upon a requirement that CONSULTANT procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e) Notice of Reduction in Coverage. In the event that any coverage required under subsections ( a), (b), or (c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' Searliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
f) In addition to any other remedies CITY may have if CONSULTANT 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:
1) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT
hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' Sbreach. 11) Indemnification - CONSULTANT' SResponsibility
As to the CONSULTANT' Swork hereunder, it is understood and agreed that ( a) CONSULTANT has the professional skills necessary to perform the work, (b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform.
Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' Sprofession.
CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
CONSULTANT from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
12) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
13) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 14) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. Upon termination, or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONSULTANT to CITY within ten ( 10) calendar days. 15) Funding
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. 16) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, ( 2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two ( 2) Days by delivery of a hard copy of the material sent by facsimile transmission. Personal service shall include, without limitation, service by delivery and service by facsimile transmission.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Copy to: City of Lathrop
Department of Public Works
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7430
FAX: ( 209) 941- 7449
To Consultant:
17) Miscellaneous
SWARCO McCain, Inc.
2365 Oak Ridge Way
Vista, CA 92081
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b) Contract Terms Prevail. All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and attached exhibits, the terms of this Agreement shall prevail.
c) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California. d) Definitions. The definitions and terms are as defined in these specifications. e) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
f) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
g) Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
h) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.
Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
Ownership of Documents. All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, and which have been paid for in full by City for services required to produce said documents, shall be deemed the property of the CITY. Upon CITY' s request, CONSULTANT shall allow CITY to inspect all such documents during the CONSULTANT' sregular business hours.
k) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
I) Severability. The invalidity in whole or part of any provision of this Agreement shall not void or affect the validity of any other provision of this agreement. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect. m) Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY.
CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.
n) 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.
o) Time of the Essence. Time is of the essence of this Agreement and each of
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day. p)
q)
Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, including reasonable attorney' sfees, incurred or expended in connection with such action against the non - prevailing party. 18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary insurances have been received. City shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed. 19) Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
CITY OF LATHROP — FOR THE PURCHASE OF SOFTWARE AND ENTERPRISE LICENSE AND MAINTENANCE SERVICE, CIP PS 23- 01
Approved as to Form: City of Lathrop
City Attorney
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Assistant City Manager
Approved by:
Resolution No.
Consultant:
Michael King Date
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
SWARCO McCain, Inc.
2365 Oak Ridge Way
Vista, CA 92081
Fed ID #
Business License #
Signature Date
Print Name and Title
EXHIBIT "P4 "
stco
Ray Laigo
SWARCO McCain, Inc.
2365 Oak Ridge Way
Vista, CA 92081
Attention: Brad Taylor, P. E., T. E. - City Engineer
Company/ Agency: City of Lathrop - Public Works Department Address: 390 Town Centre Dr.
Lathrop, CA 95330
Project Description:
Proposal Number:
Lathrop, CA - Transparity TMS Proposal ( revised 2/7/4) RL020624- 3 rev8
SWARCO McCain is pleased to provide this quotation on the following item( s):
Item It Qty Unit Description Unit Price
Central System Software - ' NP' . .
Sale Price
1 26 Each
On - P rem / Enterprise Transparity Traffic Management System (TMS) Licensing - qty: 26 this increases agency' stotal Transparity licenses to qty: 26 1, 200 31, 200
Professional Services/ Labor Items "'"
eio0r` tali
2 1 Lump
Project Management/ Administration/ Professional Services/ Labor:
Database creation and system map configuration
Assistance with communications cutover
5, 148 5, 148
3 26 Each Signal Performance Measure Setup / Configuration 330 8, 580 Training, Testing, and Maintenance
4 1 Lump Onsite Systems Acceptance and Validation Testing l''.. a' msl 4, 000 4, 000
5 1 year Transparity TMS Annual Maintenance for up to 26 locations ( recurring) twva. maal 7, 325 7, 325
Total 56, 253
PROPOSAL
February 27, 2024
To be paid according to the following Billing Schedule/ Milestones Transparity Traffic Management System ( TMS) Licensing
Deliverable: Billed at NTP
Billable Amount
31, 200
Completion of Transparity TMS installation, database creation, and system map configuration Deliverables: Transparity TMS system map with configured locations ( agency specified) and completed install sign - off sheet 5, 148
Completion of Signal Performance Measure Setup / Configuration Deliverables: Populated SPM reports for identified intersections 8, 580
Completion of Onsite Transparity Testing. This signals project completion and start of maintenance period.
Deliverables: Completed test document and project sign -off 11, 325
Scope Notes:
1. All labor is remote unless indicated otherwise. VPN or Internet access is required to provide remote support
2. Customer is responsible for ensuring that communications and detection is operational and for providing the network scheme, as applicable. Does not include field installation or timing conversion support. 3 On -site testing to be provided by Swarm McCain ITS Project Engineer. McCain requires up to 4-8 weeks advance notice for scheduling.
4. TMS Maintenance agreement covers a total of ten /101 hours that include telephone. email, or remote support and two ( 2) remote maintenance sessions each year Agreement is for a system with up to 16 licenses. As licenses increase, cost is subject to increase.
Proposal Notes:
1. All prices are in US Dollars. All payments to be made in US Dollars. Project will be billed per the schedule/ milestones 2 Purchase order (PO) must match line items in proposal.
3. Prices are firm for 30 days. Tax and freight are not included 4 All software available through remote download only.
5. Sale is subject to SWARCO McCain' sstandard terms and conditions.
The In/ ormonon contained in th, s document is intended for the person entry to which r is addressed and mayconto, n confidential and/ or legallyprivileged ma Nrial Any or entlnes other than the intended recipient is prohibited If you received this In error, please contact the sender and delete the material from ony computer. ev
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Public Works Department
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
ATTACHMENT " C"
February 20, 2024
Subject: Sole Source Letter
To Whom It May Concern,
This letter establishes that the City of Lathrop, CA purchases products and services directly from SWARCO McCain Inc., located in Vista, CA.
Transparity TMS central software is the only central software that is fully compatible with the OMNI local controller software and all controllers installed accross the City. As the software developer, SWARCO McCain is the sole source of installation and maintenance of the Transparity TMS software, currently in use by the City of Lathrop. Working directly with SWARCO McCain' s ITS Services and Solutions team greatly reduces system down time and blind troubleshooting that could result with the lack of a product expert' sknowledge and proficiency.
Furthermore, SWARCO McCain' ssupport staff has fostered an excellent working relationship with the City' straffic operations personnel. SWARCO McCain' shistory of working with the City of Lathrop' straffic department provides an intimate familiarity of the City' straffic system needs that cannot be replicated by any other provider.
SWARCO McCain welcomes the opportunity to upgrade and support the City of Lathrop' scurrent central traffic management system and looks forward to collaborating with the agency in ensuring that their system is in optimum condition.
Sincerely,
Bob Ung,
Director of TTS Services and Solutions
SWARCO McCain, Inc.
www. swarco. com/ mccain
SWARCO McCain, Inc., 2365 Oak Ridge Way, Vista, CA 92081, USA T. +1 760-27- 8100, E. info. us@swarco. com
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