HomeMy WebLinkAboutReso 19-21 Approving a Contract Services Agreement with Crossroads Software Inc.Reso. No. 19-21, Item 4.7, Adopted 03/02/2021 Page 1 of 2
RESOLUTION NO. 19 - 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONTRACTOR SERVICES AGREEMENT WITH
CROSSROADS SOFTWARE INC.
WHEREAS, on September 15, 2020, the City Council approved the acceptance of an
Office of Traffic Safety (OTS) Traffic Records Improvement Project (TRIP) Grant for $50,000;
and
WHEREAS, this $50,000 grant has been approved for the procurement of the Handheld
Citation Software and Collision Report Writer Software; and
WHEREAS, the Handheld Citation Software and Collision Report Writer Software greatly
increase accuracy and efficiency in both the citation and accident investigation process; and
WHEREAS, Staff conducted extensive research and found Crossroads Software Inc.
exclusively provides the Handheld Citation Software and Collision Report Writer Software, which
include an online records dissemination component to electronically report vehicle accident data
to the California Highway Patrol and citation data to the appropriate court; and
WHEREAS, Crossroads Software Inc.’s Handheld Citation Software and Collision Report
Writer Software integrate into the Crossroads Software Inc. Analytics System currently being
used by the City of Dublin Traffic Engineering Division; and
WHEREAS, Staff has obtained a quote from Crossroads Software Inc. in the amount of
$66,800 for the Handheld Citation Software and Collision Report Writer Software; and
WHEREAS, Staff has obtained three quotes for six Zebra Bluetooth printers to support
the Handheld Citation Software with the lowest quote being from MSA Systems Inc. for
$6,145.97; and
WHEREAS, the procurement of this technology will be funded through the use of the
$50,000 Office of Traffic Safety Traffic Records Improvement Project Grant and sufficient funds
exist in the current Fiscal Year 2020 -21 operating budget to cover the additional $22,945.97 in
expenses to complete the procurement process; and
WHEREAS, Section 2.36.100(B)(1) of the Dublin Municipal Code allows for exceptions to
the typical public bidding process when the City Council specifically waives the competitive bid
process when the requirement can only be met solely by a single patented article or process.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
hereby authorizes a Contractor Services Agreement with Crossroads Software Inc. for Handheld
Citation Software and Collision Report Writer Software attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendments to the agreements, attached hereto as Exhibit A, and make any necessary, non-
substantive changes to carry out the intent of this Resolution.
Reso. No. 19-21, Item 4.7, Adopted 03/02/2021 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 2nd day of March 2021, by the following
vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
CONTRACTOR SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
CROSSROADS SOFTWARE, INC.
THIS AGREEMENT for Handheld Traffic Citation Writing System and Collision Report Writer
System services is made by and between the City of Dublin ("City") and Crossroads Software, Inc.
("Contractor") (together sometimes referred to as the "Parties") as of March 2, 2021 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on March 2, 2022, the date of completion specified in Exhibit A, and Contractor shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Contractor to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Contractor and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Contractor for the provision of the serves described in Exhibit A does not increase. None of
the foregoing shall affect the City's right to terminate the Agreement as provided for in
Section 8.
1.2 Standard of Performance. Contractor shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Contractor is engaged.
1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Contractor shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons,
1.4 Time. Contractor shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Contractor's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $66,800.00,
notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall be the only payments from
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City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to
City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not
bill City for duplicate services performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to Contractor under this
Agreement is based upon Contractor's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
■ The total number of hours of work performed under the Agreement by Contractor and
each employee, agent, and subcontractor of Contractor performing services
hereunder;
■ The Contractor's signature;
■ Contractor shall give separate notice to the City when the total number of hours
worked by Contractor and any individual employee, agent, or subcontractor of
Contractor reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Contractor and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Contractor and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Contractor,
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2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Contractor in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Contractor submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
uMess the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Reserved.
2.6 Reserved.
2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Contractor terminates this
Agreement pursuant to Section 8, the City shall compensate the Contractor for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date,
2.9 Authorization to Perform Services. The Contractor is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator,
2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City
within the time limits established in Subsection 1.2 of this Agreement shall result in
liquidated damages as set forth in Exhibit A,
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Contractor only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Contractor and its agents, representatives,
employees, and subcontractors, Consistent with the following provisions, Contractor shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
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insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Contractor shall maintain the insurance policies required by this section throughout the term of this
Agreement, The cost of such insurance shall be included in the Contractor's bid, Contractor shall not allow
any subcontractor to commence work on any subcontract until Contractor has obtained all insurance
required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect.
VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS
AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1 Cyber Liability Insurance
4.1.1 Consultant will carry Cyber Liability Insurance with limits not less than $1,000,000
per claim.
4.1.2 General Requirements. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Consultant in this agreement and shall
include, but not be limited to, claims involving infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress,
invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, alteration of electronic
information, extortion, and network security. The policy shall provide coverage for
breach response costs as well as regulatory fines and penalties, and credit
monitoring expenses with limits sufficient to respond to these obligations.
4.2 Workers' Compensation.
4.2.1 General Requirements. Contractor shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for
any and all persons employed directly or indirectly by Contractor. The Statutory
Workers' Compensation Insurance and Employer's Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident, In the alternative,
Contractor may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code, Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the City for all work performed by the Contractor, its employees, agents,
and subcontractors.
Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the
following;
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a. Certificate of Workers' Compensation Insurance in the amounts specified
in the section; and
b, Waiver of Subrogation Endorsement as required by the section.
4.3 Commercial General and Automobile Liability Insurance.
4.3.1 General Requirements. Contractor, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $2,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $2,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non -owned automobiles,
4.3.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis, Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a cered endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b, City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Contractor; or automobiles owned,
leased, hired, or borrowed by the Contractor.
c. Contractor hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
d, For any claims related to this Agreement or the work hereunder, the
Contractor's insurance coverage shall be primary insurance as respects
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the City, its officers, officials, employees, and volunteers, Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
Submittal Requirements. To comply with Subsection 4.2, Contractor shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d, Primary Insurance Endorsement as required by the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII,
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Contractor shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Contractor by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf, If the City does not
receive the required insurance documents prior to the Contractor beginning work,
it shall not waive the Contractor's obligation to provide them, The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Contractor shall disclose to and
obtain the written approval of City for the self -insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self -insured retentions as respects the City, its officers,
employees, and volunteers; or the Contractor shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e, limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
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4.4.6 Subcontractors. Contractor shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor, All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Contractor fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Contractor's breach;
■ Obtain such insurance and deduct and retain the amount of the premiums for such
I
nsurance from any sums due under the Agreement;
■ Order Contractor to stop work under this Agreement or withhold any payment that
becomes due to Contractor hereunder, or both stop work and withhold any payment,
until Contractor demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall
indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials,
employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses,
and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively,
"Liability") of every nature arising out of or in connection with Contractor's performance of the Services or
its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by
the sole negligence or willful misconduct of City.
The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's
inability to evaluate Liability or because the Contractor evaluates Liability and determines that the
Contractor is not liable to the claimant, The Contractor must respond within 30 days, to the tender of any
claim for defense and indemnity by the City, unless this time has been extended by the City. If the
Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law, so much of the money due the Contractor under and by virtue of this
Agreement as shall reasonably be considered necessary by the City, may be retained by the City until
disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the
tender of defense, whichever occurs first.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall
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indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Contractor only insofar as the results of Contractor's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Contractor accomplishes
services rendered pursuant to this Agreement. Contractor further acknowledges that
Contractor performs Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Contractor performs for the City, and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement,
7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Contractor and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective
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professions, Contractor represents and warrants to City that Contractor and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Contractor and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the
basis of a person's race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a "Protected Characteristic"), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Contractor under this Agreement.
Contractor shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement,
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Contractor.
Contractor may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Contractor shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Contractor delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Contractor or
prepared by or for Contractor or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Contractor understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Contractor with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Contractor for any otherwise reimbursable expenses incurred
during the extension period,
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
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8A Assignment and Subcontracting. City and Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractor's unique personal competence, experience, and specialized
personal knowledge, Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Contractor.
Contractor may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Contractor shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Contractor shall survive
the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following;
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Contractor pursuant to this Agreement;
8.6.3 Retain a different contractor to complete the work described in Exhibit A not
finished by Contractor; or
8.6.4 Charge Contractor the difference between the cost to complete the work described
in Exhibit A that is unfinished at the time of breach and the amount that City would
have paid Contractor pursuant to Section 2 if Contractor had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor's Performance. All reports, data, maps,
modelsI charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Contractor prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Contractor hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Contractor agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
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evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Contractor to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9,2 of this
Agreement requires Contractor to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546,7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California,
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Contractor in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 of seq.
Contractor shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 of seq.
Services Agreement between March 2, 2021
City of Dublin and Crossroads Software Inc, Page 11 of 14
Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an
employee, agent, appointee, or official of the City. If Contractor was an employee, agent,
appointee, or official of the City in the previous 12 months, Contractor warrants that it did
not participate in any manner in the forming of this Agreement. Contractor understands
that, if this Agreement is made in violation of California Government Code Section 1090 of
seq., the entire Agreement is void and Contractor will not be entitled to any compensation
for services performed pursuant to this Agreement, including reimbursement of expenses,
and Contractor will be required to reimburse the City for any sums paid to the Contractor,
Contractor understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of California Government Code Section 1090 of seq., and, if
applicable, will be disqualified from holding public office in the State of California.
10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.8 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.9 Notices. Any written notice to Contractor shall be sent to:
Crossroads Software, Inc
Attn: Jeff Cullen
210 W. Birch Street, Suite 207
Brea, CA 92821
Any written notice to City shall be sent to:
City of Dublin
Attn: Captain Nate Schmidt
100 Civic Plaza
Dublin, CA 94568
10.10 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A and B represents the entire and integrated agreement
between City and Contractor and supersedes all prior negotiations, representations, or
agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule
10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Contractor's signature below Contractor
certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of
Services Agreement between March 2, 2021
City of Dublin and Crossroads Software Inc. Page 12 of 14
Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable,
SIGNATURES ON FOLLOWING PAGE
Services Agreement between March 2, 2021
City of Dublin and Crossroads Software Inc. Page 13 of 14
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN
Linda Smith, City Manager
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070365.1
CROSSROADS SOFTWARE, INC.
Jeff Cullen, Director of Software Development
Contractor's DIR Registration Number
(if applicable)
Services Agreement between March 2, 2021
City of Dublin and Crossroads Software Inc, Page 14 of 14
EXHIBIT A
SCOPE OF SERVICES
Please see attached.
Services Agreement between
City of Dublin and Crossroads Software Inc,
March 2, 2021
Exhibit A —Page 1 of 1
Exhibit A
Scope of Services
Crossroads Software, Inc.
for a
Handheld Citation Writing System and Report Writing
System
for the
City of Dublin
1.1
1.2
Project Overview
Project Deliverables
Table of Contents
1.3 Software License Provisions
1.3.1 Crossroads Software, Inc.
1.3.2 Term of the License
1.4.2
1.4.3
1.4.4
Project Management and Implementation Services
Responsibilities of the City
Responsibilities of Crossroads Software, Inc.
Change Orders
Resolution of Disputes
System Acceptance
1.5 Warranty, Maintenance, and System Support
1.5.1 Software Warranty and Maintenance Plan —
1.5.2 Maintenance Plan
1.6 Training
Page Number
3
4
4
4
5
5
6
6
6
Error! Boolanark not defined.
1.6.1 Handheld Citations &Syncing —End User Training
1.6.4 System Maintenance and Administration Training
2
1.1 Project Overview
The scope of this Statement %J Worlc is to set out the milestones, deliverables and
responsibilities required to provide to the City of Dublin hereinafter called "City,"
and Crossroads Software, Inc., hereinafter called "Consultant" with a fully
operational automated Handheld Traffic Citation Writing System and Collision
Report Writer System. The Consultant will provide software that permits the
transmission of citation data to the Traffic Court System.
The software shall meet all current State of California legislative mandates related
to traffic citations and California Court Systems electronic filings and data
integration standards as well as being upgradeable to meet future mandates within
the timeframe allowed by the governing bodies.
1.2 Project Deliverables
Crossroads Software Inc. is supplying the following and they will provide the most
recent version of software at the time of delivery.
Figure 1: Project Deliverables
Crossroads Software Inc. Project Deliverables
Description Qrrantity
Citation Software for Handheld 1 site license
Court Transmission Software 1 site license
Collision Report Writer 1 site license
Installation
Training 2 sessions
Crossroads Software, Inc. will provide a complete Handheld Citation Writing
System and Collision Report Writer System to the City of Dublin. This system will
include software for electronic citations that offers efficient input of violation and
violator data among other information; electronic signature capture; driver license
bar code reading; and have a modular design to allow for future upgrades and
modification.
1.3 Software License Provisions
1.3.I Crossroads Software, Inc.
Crossroads Software, Inc. hereby grants to the City one (1) site license for
Handheld citation software, collision report writing software and one (1) court
transmission software license. The LICENSED SOFTWARE allows the City to
use the software on multiple computers located in a single office or department
within a contiguous site, or multiple offices, departments and sites. The
LICENSED SOFTWARE entitles the City to one copy of the software in
machine-readable form for backup purposes only.
1.3.2 Terre of the License
This license is effective until terminated. The City may terminate this license at
any time by destroying the LICENSED SOFTWARE and related documentation
and all copies thereof. If the City fails to comply with any provisions of the
LICENSED SOFTWARE AGREEMENT. Crossroads Software, Inc. must give
thirty days notice to the City that they have failed to comply with any provisions
of the LICENSED SOFTWARE AGREEMENT. Upon termination of the
LICENSED SOFTWARE AGREEMENT the non -compliant LICENSEE must
destroy the software and related documentation and all copies thereof.
1.4 Project Management and Implementation Services
The City's project manager for the implementation of the City of Dublin
Handheld Citation System is ��, Dublin Police Department. The City's
project manager shall be responsible for review, analysis, and acceptance of
Crossroad Software, Inc.'s performance and the coordination of project personnel,
equipment, vehicles and facilities and may issue all consents, approvals,
directives and agreement on behalf of the City called for by this agreement except
as otherwise expressly provided. Jeff Cullen, Crossroads Software Inc. is the
project manager for Crossroads Software, Inc. He will be directly responsible for
the administration and technical direction of Crossroads Software, Inc.'s project
activities to include project management, installation, implementation, support
services, software development and system setup. Crossroads Software will have
0
access to communicate with the City project manager to coordinate the execution
of the project.
1.4.1 Responsibilities of the City
The specific duties of the City in the implementation of the Dublin Handheld
Traffic Reporting System are:
1.4.1.1 Provide the Consultant with access to the City for installation
1.4.1.2 Provide traffic citation, documents and sample forms
1.4.1.3 Provide court information such as name, addresses, schedules, etc.
1.4.1.4 Establish a workstation with a VPN or `GoToMeeting' connection,
with network access to the data server
1.4.1.5 Review and approve screen layouts and forms
1.4.1.6 Review, evaluate and field test each installed module prior to
acceptance
1.4.1.7 Facilitate the implementation of the interface with the Alameda County
Superior Court's database system.
1.4.1.8 Provide coordination for online training scheduling.
1.4.2 Responsibilrties of Crossroads Software. Inc.
The responsibilities of the project manager will include acting as a primary
contact for departmental personnel, scheduling for installation and training,
overseeing installation and training, troubleshooting, and any other functions
requiring implementing the Crossroads Software, Inc.'s software at the
participating agency sites. The specific duties of the Crossroads Software, Inc. in
the implementation of the Dublin Handheld Citation System are:
1.4.2.1 Create Handheld citation forms customized to the department
1.4.2.1.1 Develop and test citation sync module
1.4.2.1.2 Create and install Handheld citation software and collision
report writing software.
1.4.2.1.3 Provide training and deliver module documentation.
1.4.2.2 Contact California Superior Court —Alameda County court database
vendor and receive the compatible exchange file format for transferring
data from the Crossroads Software system to the court's database
management system.
1.4.2.2.1 Develop and test exchange file and data transfer from Citation
module exported to the court's data base system.
1.4.2.2.2 Provide data interface training and documentation
1.4.3 L ita nge Orders
Either party may request changes to the Statement of Work at any time. Since a
change could affect price, schedule or other terms, the project managers must
mutually agree in writing to approve each change before amending this Statement
of Work. When Crossroads Software, Inc.'s price or completion schedule is
affected, the contract shall be amended accordingly in writing with a CHANGE
ORDER and incorporated into the Statement of Work.
1.4.4 Resolution: of Disputes
The City and Consultant will exercise their best efforts to promptly negotiate and
settle any controversy or claim arising out of or in connection with the
AGREEMENT. The parties agree to first to meet in a timely manner in order to
each a resolution. In the event that any dispute cannot be so settled, it shall be
settled by arbitration administered by the American Arbitration Association. The
decision in writing of the Arbitrator appointed by the American Arbitration
Association shall not be binding on the parties.
1.4.5 System Acceptance
System acceptance will occur in the following phases after training and functional
system tests:
• Certification of Handheld citation system.
• Certification of output of a citation data exchange file from the Crossroads
Software system for input into the court's database management system
• Final Total System Acceptance
Each functional attribute of the software, including system software, operating
system, utilities, interfaces, system administration procedures will be tested. The
Consultant will verify that all transactions with external systems are performing
as specified. Within fourteen (14) days after completion of functional systems
testing, the Consultant shall provide a written report to document completion of
the test and to indicate test results, problems, solutions and a schedule to
implement such solutions.
1.4.5.1 Functional Testing —Handheld Citation Software, Collision Report
Writing Software
C�
After installing each system software module and performing appropriate
diagnostic tests, Crossroads Software, Inc., will certify to the City of
Dublin that the system is functioning correctly. The City of Dublin will
request specific demonstrations of the system readiness. Functional testing
by the end users will start after the users have been trained and the
software is in a live environment. The testing period will be fourteen (14)
days for each software module. Functional testing will include field-
testing, syncing, in -field printing, and printing at the desktop.
1.4.5.2 Functional Testing —Data Integration to California Superior Court —
Alameda County Database Management System
The Consultant will create an export file for the traffic citation data
integration with the California Superior Court — Alameda County, case
management system. Upon completion of the traffic data integration with
the court's system, performing appropriate tests and upon training the
court staff on its use, the Consultant will certify to the City of Dublin that
the data integration to the court is completed. California Superior Court —
dameda County project personnel will test the interface for fourteen (14)
days to determine if the traffic records are being exported and delivered as
defined.
1.4.5.3 Final System Performance Testing
The Consultant and City will then perform final system performance
testing. Crossroads Software, Inc. will perform a functionality test that
will ensure the functional operation of the software, the Handheld units,
printers, and other equipment and the syncing and data transfer interfaces.
Upon completion of the final total system testing, the consultant will
certify that the SYSTEM has passed the final system test criteria. Final
system test criteria include:
• Functionality System Test (software, hardware, and interfaces)
• Reliability Test (system "uptime")
• Performance Test (data input, searches, report generation, response
time)
7
The Consultant shall provide written certification to the City's project
manager that the installation, training, and testing phase of the contract has
been fully completed and all requirements have been met.
1.5 Maintenance, and System Support
1.5.1 Software Maintenance Plait and System Support
Crossroads Software, Inc., will provide the City and participating agencies
receiving the LICENSED SOFTWARE technical support, maintenance and
upgrades on an ongoing basis. Standard technical support consists of telephone,
email and online support from 08900 A.M. to 5900 P.M, Monday through Friday
PST.
1.6 Training
The following training is provided by Crossroads Software, Inc, as part of the
purchase of the SYSTEM.
1.6.1 Handheld Citations & Syncing — End User Training
Crossroads Software, Inc., will provide the City with three hours of training. This
session will deal with the use of Handheld units and the writing of citations. One
training session will be conducted at the Dublin Police Department,
1.6.2 Collision Report Writer Training
Crossroads Software, Inc. will provide a training session (three hours) in
the use of the Report Writer System,
1.6.3 System Maintenance and Administration Training
Crossroads Software, Inc., will provide administration and system maintenance
training to a designated group of system support staff assigned to the project at
Dublin Police Department.
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Please see attached quote for reference.
Services Agreement between
City of Dublin and Crossroads Software Inc.
March 2, 2021
Exhibit B —Page 1 of 1
Exhibit B
Cost Proposal
Crossroads Software, Inc.
for a
Handheld Traffic Citation Writing System
for the
City of Dublin
Cost Proposal
For:
Dublin Police Department.
Crossroads Software
210 W. Birch Street, Suite 207
Brea, CA 92821
Number: CP 20-80
Item No Item Description Quantity Price Taxable Amount
1 iOS (iPhone/Ipad) Citation System - Site 1 $28,500.00 No $281500.00
License
2 iOS (iPhone/Ipad) Collision Report Writer 1 $9,800.00 No $9,800.00
System - Site License
3 iOS (iPhone/Ipad) CHP 180 Tow Form -Site 1 $5,900.00 No $5,900.00
License
4 Desktop Citation Management App (CCM) 1 $3,900.00 No $3,900.00
5 Syncing Module (as a Windows Service 1 $3,900.00 No $3,900.00
application)
6 Crossroads Report Writer for Collision 1 $9,800.00 No $9,800.00
Reporting
7 Training and Installation (one training 1 $600.00 No $600.00
session -using remote login)
8 Yearly Maintenance and Support (includes 1 $2,500.00 No $2,500.00
upgrade to new versions as they become
available)
9 Agency Discount 1 ($14,900.00) No ($14,900.00)
�Ylon�lnp, October 12, 2020 Pnge 1 of 2
Item No Item Description Quantity Price Taxable Amoruit
Srrb Total
Sales Tax 9.25% on $0.00
Total
�0.00
�50.000.00
Mondnp, October 12, 2020 Pnge 2 of 2
Fel:
Dublin Police Dep(rrhneld
Ba*ett, CA 92821
IVilrrra CP 20-81
hear hlca hear De.�ca'i�allralr Qn(u111lj� Price T(ix(ib/e Arrlounl
1 iOS (iPhone/lpad) Parking Citation System - 1 $19,500.00 No $1%500.00
Site License
2 Desktop Citation Management,App (CCIIlI)
3 Parking Citaton Export,App to Citation
Processor
4 ,Agency Discount
5 Yearly Maintenance and Support (includes
upgrade to new versions as they become
available)
1 $3,900.00
1 $5,900.00
1 $1,900.00
No $3,900.00
No $5,900.00
No $1,900.00
.�rrli ;('ra(rr/ �1G,800.00
0.0() 0.00
1701r1l $16,800.00
l'l�nttrd�{�, ,6arne I1, 2020 Page 1 q/7