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Home My WebLink AboutP-20-203 Agreement MetropolitanTransporation Commission_.pdf CONTRACT INFORMATION SHEET DATE: July 24, 2020 Contract No.: P-20-203 Vendor Number: 0000281752 Contract Title: Name/Address: Metropolitan Transportation Street Saver Pavement Commission Management Software 3760 Market St. NE#308 Salem, OR 97301 Contract Period: 07/01/2020—06/30/2023 Contact: Sui Tan or Jose Reyes Using Agencies: PWP-Roads (503) 540-8837 stan(aD_mtc.ca.gov or Email: mtcsales@devmecca.com Terms: Net 45 Days Total Contract Amt.: $ 53,250.00 Buyer Name: Chanvathei Lonh Requisition No: 5102000382 Org: 4510 Supersedes: NEW RENEWAL AMENDMENT TICK DATE 3/2/23 F1 REFERENCE(RFQ#/RFP#) DESCRIPTION: 7124/20: Provides Street Saver Pavement Management Software annual subscription,support, and maintenance in accordance with"Attachment A". SPECIAL INSTRUCTIONS: Term:3 Years w/2 Optional 1 year extensions. (3+1+1) DISTRIBUTION: Completed By: Date: Completed By: Date DEPARTMENT: PWP-Roads REQUISITIONER: Tom Hunt ex 7/24/20 Rev 1/3/2017 cO County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet•Graphics• Purchasing •Security•Technology PROCUREMENT AGREEMENT Agreement Number P-20-203 July 7, 2020 Metropolitian Transportation Commission Attn: DevMecca.com, LLC 3760 Market St. NE#308 Salem, OR 97301 The County of Fresno (County) hereby contracts with Metropolitian Transportation Commission (Contractor) to provide Street Saver Pavement Management Software annual subscription, support, maintenance, training and miscellaneous service fees in accordance with the text of this agreement, Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective July 1, 2020 and shall remain in effect through June 30, 2023. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by County of Fresno Department of Public Works & Planning- Roads Maintenance & Operations under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Fifty Three Thousand Two Hundred Fifty Dollars ($53,250.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-20-203 Page 2 Metropolitian Transportation Commission July 7, 2020 DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-203 METROPOLITAN TRANSPORTATION CONMISSION-DEVMECCA LLC\CONTRACT& AMENDMENTS\P-20-203 METROPOLITAN TRANSPORATION COMMISSION DEVMECCA.COM LLC.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-203 Page 3 Metropolitian Transportation Commission July 7, 2020 C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Works & Planning- Roads Maintenance & Operations Division, 2220 Tulare St. 6th Floor, Fresno, CA 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-203 METROPOLITAN TRANSPORTATION CONMISSION-DEVMECCA LLC\CONTRACT& AMENDMENTS\P-20-203 METROPOLITAN TRANSPORATION COMMISSION DEVMECCA.COM LLC.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-203 Page 4 Metropolitian Transportation Commission July 7, 2020 Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment"A"); (2) Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or LISPS. Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Technician, at (559) 600-7119 or clonh@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary C O rn U e I I e Date:2020.07.07 15:42:36-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:CL G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-203 METROPOLITAN TRANSPORTATION CONMISSION—DEWECCA LLC\CONTRACT& AMENDMENTS\P-20-203 METROPOLITAN TRANSPORATION COMMISSION DE\/MECCA.COM LLC.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-203 Page 5 Metropolitian Transportation Commission July 7, 2020 CONTRACTOR TO COMPLETE: Company: StreetSaver - DevMecca LLC Type of Entity: ❑ Individual d Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 3760 Market St NE Salem OR 97301 Address City State Zip 503-540-8837 mtcsupport@devmecca.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name &Title: Jose Reyes Print Name &Title: Billing p Re p Digitally signed by Jose Reyes Digitally signed by Jose Reyes Jose Reye Date:7'0' 20.07.151605:16 Jose Reyes Date:2020.07.15 16:05:29-07'00' Signature: -07�00� Signature: ACCOUNTING USE ONLY ORG No.: 4510 Account No.: 7295 Requisition No.: 5102000382 (01/2020) G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-203 METROPOLITAN TRANSPORTATION CONMISSION—DEVMECCA LLC\CONTRACT& AMENDMENTS\P-20-203 METROPOLITAN TRANSPORATION COMMISSION DEVMECCA.COM LLC.DOO( PROCUREMENT AGREEMENT NUMBER: P-20-203. ATTACHMENT A 6-3-2020 C Saver' Metropolitan Transportation Order Acknowledgment Commission Fax: 415-536-9800 375 Beale Street, Suite 800 Phone: 510-400-8428 San Francisco, CA 94105-2066 Attn:Sui Tan, stan(a)bayareametro.gov Purchase Order# Bill To: Ship To: Road Maintanance&Operations Manager Fresno County Public Works& Planning SAME 2200 Tulare Street 6th Floor Fresno, CA 93721 E-mail: PWPBusinessOffice@fresnocountyca.gov E-mail: Phone No.: (559) 600-4240 Phone No. QTY DESCRIPTION 1 Technical Support Service—5-year Annual StreetSaver Subscription The terms and conditions of this Order Acknowledgement are incorporated into and form a part of the StreetSaver Technical Support Services Agreement. MTC will provide services to Subscriber (IMS) as listed below. Item 1:StreetSaver Annual Subscription—$4,750/year The annual StreetSaver license subscription fee is based on approximately 8,360 sections with unlimited seats. Item 2:StreetSaver Software Support Service Plan -$950/year Provide unlimited hours of technical support regarding the use of licensed software, its functionality, operations, utilities, and cloud services API support via e-mail,telephone, and virtual on-site support system. It also includes attending one set of MTC-sponsored Users Week training classes at no charge. Item 3:StreetSaver Training Service Plan—$950/year Provide one student account to access online courses in StreetSaver Academy and attendance of MTC hosted and recorded webinars free of charge. Item 4:As Needed -Additional StreetSaver Miscellaneous Services-$20,000 Provide additional miscellaneous services including but not limited to pavement distress manuals (AC & PCC), MobileRater iOS App Services,on-site training, and any related services. To be requested by County on an as- As Needed Additional Costs over potential 5-year term: $20,000.00 SUBTOTAL $53,250.00 (Applicable for California Agencies only—use your County's Sale Tax) SALES TAX (8.00%) 0.00 TOTAL $53,250.00 Please email the completed Order Form along with a check made payable to Metropolitan Transportation Commission,or include a Purchase Order Number(applicable for public agencies)with your order. For credit card payments, an invoice will be sent with a link to PayPal for payment.You may email this order to me at stan@bayareametro.gov. If you have any questions,please call 510- 400-8428. APPROVAL: Date: (Authorized Signature) Street SaverBay� Area Metro Center 375 Beale St#800 • San Francisco,CA 94105 -1V=t'k To whom it may concern, The Company and Distributor Supplier(StreetSaver and DevMecca LLC) affirm that Jose Reyes is validly constituted by this corporate entity with full right, power and authority to enter into this Agreement and to perform their respective obligations hereunder. If you have any questions please contact us at mtcsales@devmecca.com