2012/11/13 City Council Resolution 2012-126RESOLUTION NO. 2012-126
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AN AGREEMENT BY AND BETWEEN THE CITY OF ROHNERT PARK
AND CRW SYSTEMS INC. FOR PERMIT MANAGEMENT AND
PROJECT TRACKING SOFTWARE SYSTEM
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that the
City's purchasing functions shall be governed by the City's Purchasing Policy;
WHEREAS, the Rohnert Park City Council approved a Strategic Implementation Action
Plan for Fiscal Year 2012 -13 which included Goal C -4, "Integrate Technology into Operations"
and as an action step toward Goal C -4, to "implement permit /project tracking software ";
WHEREAS, the existing building permit system that has been in place for over fifteen
years is unable to support desired services for the City's customers and staff such as online
permitting, inspection scheduling and geographic information systems (GIS) integration;
WHEREAS, the City desires to purchase and implement a new permit management and
project tracking software system to replace the existing building permit system;
WHEREAS, the purchase and first year costs to implement such system is included in
the approved City Budget FY 2012 -13;
WHEREAS, a Request for Proposal (RFP) for permit management and project tracking
software systems was issued in June 2012, and a selection process conducted, including proposal
evaluations, product demonstrations and reference checks to result in the selection of CRW
Systems, Inc. as the preferred vendor whose system best meets the City's needs.
NOW, THEREFORE the City Council of the City of Rohnert Park does hereby resolve,
determine, find and order as follows:
Section 1: Agreement. The City Council approves an Agreement by and between CRW
Systems, Inc., a California corporation, and the City of Rohnert Park, a municipal corporation,
for the installation of an automated permit management and project tracking software system and
related subsystems as described more specifically in the agreement shown in Exhibit A, for a
not -to- exceed amount of $ 168,800.
Section 2. City Manager Authorization. City Manager is hereby authorized and directed to take
all actions to effectuate this agreement for and on behalf of the City of Rohnert Park, including
execution, if necessary, in substantially similar form to the agreement attached hereto as Exhibit
A. City Manager is further authorized to appropriate and encumber funds for the above -named
project for Fiscal Year 2012 -13.
Section 3. Authorized Signatures. The Mayor, or presiding officer, is hereby authorized to affix
his signature to this Resolution signifying its adoption and the City Clerk, or her duly appointed
deputy, is directed to attest thereto.
PASSED, APPROVED AND ADOPTED this date of 13'x' of November, 2012.
ATTEST:
t^ toe
City Clerk
Attachments: Exhibit A
CITY OF ROHNERT PARK
AHANOTU: M E BELFORTE: AYE CALLINAN: AY C STAFFORD: NYE MACKENZIE: PcYE
AYES: ( 5 ) NOES: ( C ) ABSENT: ( O ) ABSTAIN: ( O )
19
pLOHNBRT
AGREEMENT
FOR THE INSTALLATION AND USE OF
PERMIT MANAGEMENT AND PROJECT TRACKING SOFTWARE SYSTEM
This Agreement is entered into this day of _ by and between CITY OF ROHNERT PARK, CA,
(hereinafter "CLIENT ") and CRW SYSTEMS, INC., (hereafter "CRW ") for the installation of a permit management and project tracking
software, and other services, as specifically provided herein (hereafter referred to as "the Project ").
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. SCOPE OF SERVICES / SCOPE OF WORK
A.I. PROJECT DESCRIPTION:
The Project is more specifically defined as follows: Installation of an automated permit management and project
tracking software system, and related subsystems.
A.2. AGREEMENT CONTENTS:
This Agreement includes the following Exhibits:
Exhibit A. Project Scope of Work.
Exhibit B. Project Milestone and Payment Schedule.
Exhibit C.
Project Cost Summary
Exhibit D.
Software License
Exhibit E.
System Acceptance Testing
Exhibit F.
Insurance Requirements
A.3. COMMENCEMENT DATE:
A.3.1. The commencement date for the services to be provided by CRW shall be the date upon which CRW is
in receipt of all of the following: (a) a fully executed original of this Agreement, (b) written notice to
proceed provided by CLIENT. CRW shall not be obligated to perform any work pursuant to the Project,
including labor or materials, prior to the commencement date as defined herein.
A.3.2. A Scope of Work, with itemized pricing of various items associated with the Project is attached hereto
as Exhibits A and B, and incorporated herein by this reference. Subject to CLIENT'S duties and
responsibilities provided in Section C, the time periods set forth in Exhibits A and B shall be adhered to.
The time periods indicated are provided as a general understanding of the estimated time period in
which various Project items will be completed. It is not intended to impose strict deadlines for
completion of all or any part of the work.
A.2.3. The time schedule provided in Exhibit A, Scope of Work, is based in large part on the assumption that
CLIENT will provide all necessary information to CRW in a timely manner in accordance with Section C of
this Agreement.
B. DUTIES AND RESPONSIBILITIES OF CRW
B.I. SCOPE OF WORK:
B.I.I. After the commencement date, CRW shall perform the following services:
(1) Install Permit Management and Project Tracking software.
(2) Provide data conversion of CLIENT'S existing data and incorporate data into CRW system.
(3) Provide configuration assistance in accordance with work processes and business rules established
prior to the Workbook Collection meeting.
(4) Provide hands -on, Administrator Training, as specifically provided herein.
(5) Provide on -site, hands -on, User Training, as specifically provided herein.
(6) Provide remote access support during Annual Maintenance period. CLIENT to provide local
workstation with remote connection and appropriate remote access software.
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City of Rohnert Park, CA Contract No. 2012.1128
B.1.2. CRW shall install software and provide all services in a workmanlike manner in accordance with the
Scope of Work, subject to the terms and conditions as stated in the Agreement. Any additional services
must be evidenced by a written modification of this Agreement, or change request pursuant to Section
E of the Agreement. Services to be provided do not include hardware.
B.2. MAINTENANCE AND SUPPORT:
CRW shall provide the following maintenance and support services to CLIENT immediately following completion
of System Acceptance Testing. Annual Maintenance and Technical Support fees are payable upon System
Acceptance, and are renewable on the anniversary date of System Acceptance.
B.2.1. TRAKiT software modifications to correct bugs or errors that are reported to CRW by CLIENT.
B.2.2. TRAKiT software updates that are posted from time to time by CRW on web site
(www.crw.com /support/customer_Support). Updates may be downloaded and installed by CLIENT onto
CLIENT's network.
B.2.3. Technical support via telephone. CRW reserves the right to restrict phone access to CLIENT- designated
System Administrators. Toll -free phone access is provided by CRW (888- 279 - 2043).
B.2.4. Technical support via web form on CRW web site (www.crw.com /support).
B.2.5. TRAKiT Software enhancement requests may be submitted by CLIENT to CRW. Enhancement requests
will be reviewed by CRW and may be incorporated into future releases. CLIENT understands that
submittal of enhancement request does not obligate CRW to provide software modification.
B.2.6. CLIENT may register for and enroll in CRW training classes for System Administrators or Users.
Registration fees may vary from time to time.
B.3. NOT RESPONSIBLE FOR DAMAGES DUE TO UNFORESEEN DELAYS:
Neither CLIENT nor CRW shall be responsible for any damages resulting from delays outside of its reasonable
control, including, but not limited to, (a) failure of CLIENT to furnish timely information; (b) failure of CLIENT to
approve or disapprove of CRW's work, and /or (c) strikes, lockouts, accidents, or acts of GOD.
C. DUTIES & RESPONSIBILITIES OF CLIENT
C.I. INFORMATION TO BE PROVIDED BY CLIENT:
C.I.I. CLIENT will provide all information necessary for CRW to establish the permit software control files,
including but not limited to:
(1) Current valuation and fee structures
(2) Current Permit and Project designations and categories
(3) Examples of all current reports used by the CLIENT relating to permit management.
(4) Any exceptions to the typical permit process, or any special permit processing requirements.
C.1.2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation of the
software.
C.1.3. The CLIENT will ensure and provide that staff who will be trained in the use of CRW software will have
sufficient basic knowledge of permit processing and MS- Windows functions.
C.2. CLIENT COOPERATION:
C.2.1. CLIENT understands thattimely completion of the Project is dependent in significant part upon the
timely cooperation of CLIENT in providing information to CRW necessary to complete the project,
including, but not limited to: (a) Data obtained from CLIENT'S present system to be incorporated into
the new CRW system; and (b) information relative to desired permit forms to be incorporated into the
CRW system.
D. COMPENSATION
D.I. CRW COMPENSATION & FEES:
CLIENT agrees to compensate CRW for professional services rendered under this Agreement for the total contract
price of $168,600 [One Hundred Sixty -Seven Thousand, Eight Hundred and Fifty Dollars], which amount shall
include all labor and materials associated with this Project as specified in Exhibit C "Project Cost Summary". Total
Page 2 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
Contract Price does not include any changes to the work as may be requested by CLIENT and incorporated into
the project pursuant to a written request by CLIENT as provided in section E of this Agreement.
Sales, Use, Excise, or any State or Local taxes and /or licenses which may apply to this project are the responsibility
of CLIENT.
D.2. TERMS OF COMPENSATION:
CRW will submit invoices for work performed according to the payment schedule shown in Exhibit B "Project
Milestone and Payment Schedule." Project cost is divided into five (5) payments, each of which is due and
payable upon completion of the preceding milestone step. CLIENT agrees to notify CRW of any disputed invoice
within 5 business days of receipt of such invoice. Failure of CLIENT to pay undisputed invoices within 30 days of
receipt will subject CLIENT to a late payment fee computed at a periodic rate of 0.833% per month of the amount
past due, representing an annual percentage rate of 10 %, which late fee shall be applied to any unpaid balance.
E. CHANGES AND ADDITIONS TO THE WORK
E.1 REQUIREMENTS OF WRITTEN CHANGE ORDERS:
CLIENT may request CRW to perform additional services not covered by the specific Scope of Work as set forth in
Exhibit A of this Agreement. Any such requests shall be submitted in writing, and shall be signed by the CLIENT
Representative, as identified in 11.1 of this Agreement, and an authorized representative of CRW. Such signed
requests shall include (a) a description of the additional services to be performed, and (b) the agreed upon price
for such services. Any such requests signed by the CLIENT Representative, or other authorized agent of CLIENT,
shall be deemed authorized by CLIENT and shall bind CLIENT to its terms.
E.2. PAYMENT FOR ADDITIONAL WORK:
Any such additional work performed by CRW shall be added to the contract price and billed in accordance with
the "Project Cost Summary" as outlined in Exhibit C of this Agreement. CRW will not commence any additional
services for the CLIENT until written authorization has been given by CLIENT and approved by CRW, as provided
above.
INDEMNIFICATION AND INSURANCE
F.I. INDEMNIFICATION:
F.1.1. CRW shall indemnify, defend and hold harmless the City, its officers, elected officials, employees, agents
and volunteers from and against any claims, based upon infringement of any United States copyright,
trademark or patent by the Software. CLIENT agrees to notify CRW of any such claim promptly in
writing. CLIENT agrees to cooperate fully with CRW during such proceedings. CRW shall defend at its
sole expense all proceedings arising out of the foregoing. In the event of such infringement, CRW may
replace, in whole or in part, Software with a substantially compatible and functionally equivalent
computer program or modify Software to avoid the infringement and CRW shall bear any and all costs
related thereto.
F.2. INSURANCE:
Without limiting CRW's indemnification provided herein, CRW, shall at CRW's own expense, purchase, maintain
and keep in force during the term of this Agreement such insurance as set forth in Exhibit F to this Agreement. All
insurance policies provided under this Agreement shall be written on an "occurrence" basis. The insurance
requirements shall remain in effect throughout the term of this Agreement.
F.2.1. Worker's Compensation on a state - approved policy form providing statutory benefits as required by
law, with Employers Liability Insurance of not less than $1,000,000.00 for each accident, $1,000,000.00 disease -
each employee, $1,000,000.00 disease - policy limit. A waiver of subrogation is required.
F.2.2. Commercial General Liability Insurance - $2,000,000.00 Limit
Page 3 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
F.2.3. Professional Liability Insurance - $2,000,000.00 Limit. Professional Liability insurance will be in force for
3 years after completion date. Professional Liability insurance shall apply to services performed by CRW
staff only. Professional Liability insurance shall not apply to third -party services or services of
subcontractors.
F.2.4. All policies are to be written through companies duly approved to transact that class of insurance in the
State of California.
F.2.5. Insurance is to be placed with carriers with a Best rating of A:VII or better.
F.2.6. CRW hereby waives subrogation rights for loss or damage to the extent same are covered by insurance.
Insurers shall have no right of recovery or subrogation against CLIENT, it being the intention that the
insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered
by the policies.
F. 2.7 Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto) or
the exact equivalent.
F.3. PROOF OF INSURANCE:
A Certificate of Insurance and required endorsement for all insurance items will be provided to the City as proof
that said insurance is in full force as of the date of this Agreement and shall reflect the City, its officers, elected
officials, employees, agents and volunteers as an additional insured. Additionally, CRW shall deliver to CLIENT an
updated Certificate of Insurance for insurance items with every invoice submitted during the term of this
Agreement.
The City, its officers, elected officials, employees, agents and volunteers shall be endorsed as an additional
insured under CRW's General Liability Insurance.
CRW will not modify or cancel its General Liability Insurance, Auto Coverage, Workers Compensation and
Professional Liability / Errors and Omissions without written notification and approval from the CLIENT.
G. TERMINATION
G.I. TERMINATION OF AGREEMENT
G.1.1. This Agreement may be terminated by CLIENT at any time, with or without cause, upon written notice
to CRW. Notwithstanding the date of such notice, termination shall be effective upon receipt by CRW of
such notice of termination. In the event of termination by CLIENT, CLIENT shall pay CRW for all services
and materials provided to CLIENT pursuant to this Agreement up to and including the date of receipt by
CRW of notice of termination.
G.1.2. In the event CLIENT terminates this Agreement, the CLIENT agrees to immediately return all source code
or other materials provided to CLIENT by CRW, and to destroy, erase, and purge all software provided
by CRW from any and all CLIENT computers.
G.1.3. Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all CRW
software has been destroyed. Within its sole discretion, and upon reasonable notice to CLIENT, CRW
shall have the right to verify that CRW software has in fact been removed or destroyed by personal
inspection of CLIENT computers.
G.1.4. Any use by CLIENT of any CRW software after termination of this agreement by CLIENT without the
express written authorization of CRW shall be a breach of this agreement and CRW shall be entitled to
seek injunctive relief, as well as, monetary damages against CLIENT pursuant to applicable law.
H. OWNERSHIP OF DOCUMENTS
H.I. OWNERSHIP OF DOCUMENTS:
H.I.I. All plans, specifications, reports, and other design documents prepared by CRW pursuant to this
Agreement shall become property of CLIENT only after completion of the Project.
H.1.2. All source code for computer programs or modifications to programs, which are produced pursuant to
this Agreement shall be deemed, and remain, the intellectual property of CRW and are protected under
Page 4 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
the copyright, patent, or other laws, of the United States as well as other jurisdictions where such
programs are being used.
H.1.3. CLIENT agrees to respect CRW's purported ownership of any such proprietary rights which may exist,
including patent, copyright, trade secret, trademark and other proprietary rights, in and to Software and
any corrections, bug fixes, enhancements, updates or other modifications, including custom
modifications, to Software, whether made by CRW or any third party. Under no circumstances shall
CLIENT sell, license, publish, display, distribute or otherwise transfer to a third party Software or any
copy thereof, in whole or in part, without CRW 's prior written consent.
H.2. SOURCE CODE ESCROW:
H.2.1. CRW shall maintain a software escrow account. A copy of the latest source code for the software being
installed by CRW pursuant to this Agreement shall be deposited in this escrow account.
H.2.2. CRW will pay the entire cost of this source code escrow account.
H.2.3. CLIENT will be registered as a Registered Beneficiary of the Software Escrow Agreement.
COMMUNICATION THROUGH CLIENT/ CRW DESIGNATED REPRESENTATIVES
All communication relating to project status shall be exchanged between a designated representative of the CLIENT and a
designated representative of CRW as identified below.
1.1. DESIGNATED CONTRACT REPRESENTATIVES:
1.1.1. The desienated representative of CLIENT and CRW Svstems is as follows:
David Rowley, Information Systems Manager
Christopher R. Wuerz P.E.
City of Rohnert Park
President, CRW Systems, Inc.
130 Avram Avenue
2036 Corte Del Nogal Suite 200
Rohnert Park, CA 94928
San Diego, CA 92011
Phone: (707) 584 -2684
Phone: (858) 451 -3030
Email: drowley @rpcity.org
Fax: (760) 438 -2060
Email: chris @crw.com
1.1.2. If the designated representative or address of either party changes during the term of this Agreement, a
written notice shall be given to the other party prior to the effective date of change.
1.2 DESIGNATED SYSTEM ADMINISTRATOR:
1.2.1. The CLIENT Representative shall identify and designate System Administrators. All communication
related to day -to -day operations of the system, including system maintenance, systems problems
and /or troubleshooting, shall be made to CRW only through either the designated representative of
CLIENT as identified in 1.1.1 above, or the System Administrators as identified below.
1.2.2. The System Administrators shall participate in all training sessions conducted by CRW as required by this
Agreement, and shall become fully knowledgeable and competent to use all aspects of the system
software. (It is highly recommended that the designated System Administrators be someone with
experience and competence with personal computers.)
1.2.3. The System Administrators for CLIENT is designated as follows:
Implementation phase
Eydie Tacata, Management Analyst
(707) 588 -2205
etacata @rpcitv.orR
Ongoing operations
Sonia Espino, Community Development Assistant
(707) 588 -2240
sespino@rpcity.org
Page 5 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
J. MISCELLANEOUS GENERAL PROVISIONS
1.1. LICENSES:
CRW shall obtain and maintain all business licenses as may be required by law.
1.2. STATUS OF CRW AS CONSULTANT:
Throughout the term of this Agreement, CRW, its employees, subcontractors, consultants, and agents shall be
considered as an independent contractors). Nothing in this Agreement shall be interpreted to imply an
employee - employer relationship between CLIENT and CRW.
J.3. MEDIATION OF DISPUTES:
Prior to the commencement of any litigation arising out of this Agreement, both CRW and CLIENT agree to
participate in good faith in non - binding mediation of any dispute or claim, which remains unresolved after
informal discussions. Both CRW and CLIENT shall negotiate in good faith to select a qualified mediator.
1.4. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees.
J.S. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State
of California. Venue for the enforcement of this agreement shall lie exclusively in Sonoma County, California.
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the Court of Sonoma County, California, and all parties hereto specifically waive any
"venue privilege" they may have in any other jurisdiction.
1.6. BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives.
J.7. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein, and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW and
has full and complete authority to execute this Agreement and enter into the terms and covenants provided
herein, and have been designated by CRW to execute this Agreement on behalf of CRW.
1.8. WARRANTY ON TITLE:
CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to
CLIENT free of any proprietary rights of any other party or any other encumbrance.
J.9. APPLICATION SOFTWARE WARRANTY:
CRW warrants that its Software will perform in the manner described in the Agreement documents including
CRW's Proposal for a Land Management /Building Permit Software System dated July 31, 2012, hereby
incorporated by reference as if fully contained herein and any other written user documentation for the version
installed. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached
hereto.
1.10 SERVICES WARRANTY:
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City of Rohnert Park, CA Contract No. 2012.1128
CRW warrants that the services provided hereunder shall be executed in a correct and competent manner
consistent with the professional standards of the industry. Any error or defect in the services provided hereunder
shall be corrected by CRW at no additional cost to the CLIENT.
J.11. ENTIRE AGREEMENT:
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreements, promises, proposals, negotiations or representations —oral or written —not expressly set forth
herein shall be of no force or effect. In the event of a conflict between the terms and conditions of this
Agreement and any document incorporated by reference, the terms and conditions of this Agreement shall
prevail. This Agreement may be modified or amended only by written agreement signed by both CRW and the
CLIENT.
1.12. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been received
by both parties on or before December 1, 2012.
CITY OF ROHNERT PARK, CA CRW SYSTEMS, INC.
Dated: Dated:
By:
City Manager
Date:
Per Resolution No. 20---adopted by the Rohnert
Park City Council at its meeting of
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
By:
Christopher R. Wuerz, President
Page 7 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT, CRW shall perform the following services:
A. On -Site attendance and participation in project meetings.
Meetings: Project kick -off meeting; business process reviews; software installation; database installation; project
implementation meetings.
On Site Days: CLIENT changes to scheduled travel days within 14 days of project schedule may incur increased travel
expenses.
B. Deliver computer software (TRAKiT) and database structures for SQL /Server database.
Deliverable: Computer software; installation instructions; services to install software on CLIENT network and up to
three (3) workstations; services to train CLIENT IT staff for installation of remaining CLIENT workstations;
services to install SQL /Server database and tables. CRW does not configure /install any hardware.
B.1. Provide eTRAKiT modules for web -based Citizen /Contractor permit processing.
Deliverable: Requires a separate web server hosting the ASP.NET pages to provide the following functions:
(1) Purchase, pay fees, & print permits using one of the following vendors. Payment
gateways not listed will incur an additional cost. Payment gateway must be specified
within 30 days of contract execution.
• PayPal (Payflow Pro and /or Website Payments Pro)
• Authorize.NET (standard mode only)
• Plug'N' Pay (standard mode only)
• USA ePay (standard and redirect mode)
• US Bank (redirect mode only)
• Virtual Merchant (standard and redirect mode)
• CSI eCollections (standard mode only)
• PayGov /PayTrust (standard mode only)
• Open Pay (standard mode only)
(2) includes one (1) standard Permit Form for online customers. Changes to permit form will
incur an additional cost_
(3) Request inspections as a Contractor or Citizen.
(4) Review inspection, review, condition, fee statuses and updates.
(5) Create user logins for citizens and /or contractor login.
(6) Inspector login to change /input results.
(7) Reviewer login to update review notes and status results.
B.2. Provide MobileTRAK module for field -ready WAD interface.
Deliverable: iTRAKiT module for iPad to provide the following functions:
(1) Login as TRAKiT Inspector.
(2) Complete and result scheduled PermitTRAK inspections from the field.
(3) Utilize in off -line mode without internet connection (GIS will not update).
(4) Provide access to Google Maps.
(5) Calculate efficient route.
(6) Upload photos from Wad, and view associated attachments (requires connection).
Page 8 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
LA
0
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F.
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Provide data conversion services.
Deliverable: Electronic transfer (via FTP or email) of converted database; services to develop conversion software for
translation; services to perform data conversion; services to install converted data; services to
investigate and correct any errors uncovered during conversion balancing and /or system testing.
Applies to: Land data from a single source.
Applies to: Historical data from PT Win32 BlackBear System. Approximately 15 years of data.
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion. CLIENT agrees to provide all
necessary files and data to CRW within thirty (30) days of project commencement date. CRW does not guarantee the
quality of the source data received, but makes reasonable effort to convert all data in the original source that it is provided.
Provide software training.
Deliverable: Provide System Administrator training for up to one (1) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable. Provide Report Writing training for up to one (1) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable: Conduct two (2) days of on -site, hands -on System Acceptance training at CLIENT office. Class size is
limited to eight (8) students per day.
Deliverable: Conduct three (3) days of on -site, hands -on End User training at CLIENT office. Class size is limited to
eight (8) students per day.
CLIENT to provide classroom space, workstations, and networked access to the server for all on -site classes at CLIENT
facilities. If CLIENT does not have hardware for conducting training, then CRW can provide onsite laptop labs for an
additional cost.
Provide Project Implementation services.
Deliverable: Develop up to three (3) custom forms, and up to three (3) custom reports, as directed by CLIENT staff;
provide standard (ICC or other) Valuation tables; develop custom valuations and fee formulas as
directed by CLIENT staff, using information provided by CLIENT.
Deliverable: Installation of forms, fee tables, types, inspections, and valuation tables in TRAKiT database.
Deliverable: Data import specification (using standard TRAKiT import function) for monthly updates of assessor
records.
CLIENT to provide information regarding fee formulas, usage, permit and project forms.
CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty (30) days of project
commencement date.
Deliver integration to Springbrook financial system.
Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
Deliverable: Create a stored procedure /batch script routine to export financial details nightly from the TRAKiT
system into the Springbrook financial system. A sample export routine with instructions must be
provided to CRW within 30 days of contract execution.
CLIENT will ensure that the product /license is up to date to take advantage of CRW's integration.
Page 10 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT B
PROJECT MILESTONE AND PAYMENT SCHEDULE
related components are ready.
-CLIENT
.. .. -
CRW provides FTP access for December 2012
Rispqnsibiliti6
1. Contract Execution /
CLIENT signs contract and
CRW signs final contract. December 1, 2012
Notice to Proceed
provides Notice to Proceed.
servers.
2. Project Hand -Off Call
CLIENT reviews and sets initial
CRW & CLIENT review Project December 2012
Project Timeline dates with CRW.
Timeline; CRW delivers
electronic copies of
Configuration Guide.
3. Confirm Hardware &
CLIENT provides confirmation
CRW reviews hardware December 2012
Required Systems
that all required hardware,
specifications with CLIENT; CRW
servers, database systems, and
confirms remote access.
related components are ready.
4. Initial Data Extract CLIENT uploads all legacy
CRW provides FTP access for December 2012
databases quoted in the contract
uploading all source files. CRW
to CRW's FTP site.
reviews initial data upload.
S. Software installation CLIENT provides remote access to
CRW installs all TRAKiT software December 2012
servers.
on CLIENT servers. One
workstation will also be tested.
6. First Payment Due Customer provides 1" payment
$70,000 (100% of Software for software licensing.
7. GIS Consultation
8. Delivery of Geodatabase
9. Database Consultation
10. Kick -Off Meeting
11. 1" LandTRAK Data Map
Review
12. Initial Workflows
13. Business Process Review
Meeting
CLIENT conducts meeting with
CRW to discuss the delivery
expectations for GIS data.
CLIENT uploads geodatabase
onto CRW's FTP site for data
mapping.
CLIENT conducts meeting with
CRW to discuss the data
conversion process and a brief
review of the data structure.
CLIENT signs -off on Data Source
Document.
CLIENT attends and participates
in Kick -Off Meeting. Kick -Off
Meeting is divided into 2 days
with one full onsite initial training
day, followed by a review of the
Configuration Guide.
CLIENT reviews land data
mapping document with CRW
CLIENT provides initial workflows
from various Departments for
review.
CLIENT provides information and
participates in preliminary
business process discussion.
Sessions are divided among
December 2012
CRW offers suggestions to January 2013
ensure expected delivery is
achieved. CRW provides a
sample 'Map Template' to be
used within TRAKiT GIS.
CRW begins mapping the source January 2013
tables to the TRAKiT structure.
CRW provides suggestions to January 2013
ensure expectations are
reviewed.
CRW conducts kick -Off meeting
onsite. Reviews Configuration
Guide with all Departments, and
assists in completing LandTRAK
data fields. CRW provides
workflow samples for future
discussions.
CRW provides a draft of the
Land data map based on GIS
data provided and information
requested by the user group.
CRW reviews initial workflows
submitted for Business Process
Meeting.
CRW assists the CLIENT with
Workbooks and identifies
process adaptations. eTRAKiT
expectations and settings are
various Departments reviewed for configuration.
implementing TRAKiT.
14. 1st Draft of Data Mapping CLIENT to review data mapping CRW to review initial draft of March 2013
January 2013
January 2013
January 2013
February 2013
Page 11 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
CLIENT Responsibilities CRW Responsibilities
Document document for legacy data data mapping document with
provided by CRW. CLIENT.
15. Spatial Joins & Map CLIENT provides all required CRW reviews the submitted March 2013
Template Delivered spatial joins based on spatial joins and map template
requirements. The finalized map from CLIENT.
template is also delivered to
CRW.
16. eTRAKiT Credit Card
Gateway
CLIENT provides CRW with
eTRAKiT credit card gateway
information for integration.
CRW reviews credit card portal March 2013
and prepares a scope for
expectations.
17. Workbook Collection
CLIENT provides completed
CRW collects CLIENT responses March 2013
Meeting
Workbooks and copies of needed
to Workbooks; CRW conducts
forms /reports; CLIENT attends
Department meetings to ensure
CRW's data conversion specialist.
department meetings to offer
understanding of responses and
20.
insight into workflow; CLIENT
discuss procedural needs; CRW
CRW configures system
provides complete set of source
reviews data to convert with
data for conversion.
CLIENT.
18. LandTRAK Data Map Sign
CLIENT signs -off on LancITRAK
CRW finalizes data map for March 2013
Off
data mapping document.
CLIENT sign -off.
19.
Data Mapping Document
CLIENT approves data mapping
CRW to provide data mapping
April 2013
CRW receives change requests June 2013
Sign Off
document after a review with
documents, layouts, and
placement of converted data,
necessary revisions.
CRW's data conversion specialist.
explanations.
20.
System Configuration
CLIENT participates and provides
CRW configures system
April -May 2013
additional information as needed
according to Workbook
CLIENT notifies CRW of desired
by CRW.
responses and meeting
discussions; CRW converts
historical data; CRW
creates /customizes reports
and /or forms (e.g. Permit Form).
.21.
Map Services Data
CLIENT delivers Map services and
CRW configures Map services
May 2013
Delivered
Map services data to CRW prior
with data.
to Initial Delivery.
22.
Initial Delivery
CLIENT will attend the
CRW installs and demonstrates
May 2013
demonstration of the delivery.
configured system with various
Departments. eTRAKiT
validation /preferences are
reviewed with CLIENT.
23.
Workflow Processes
CLIENT receives written workflow
CRW delivers a sample set of
May 2013
Delivered
processes from CRW.
workflow processes to CLIENT
for review and use during
Training.
24.
Second Payment Due
Customer provides 2 payment
May 2013
$18,212.5 (25% of Services
for services.
minus portion of proposed
discount)
25. System Acceptance Users
Trained
CLIENT will provide meeting
space and provide up to eight (8)
staff for training.
CRW provides training materials June 2013
and laptops with initial system
configuration.
26. System Acceptance Testing
CLIENT "System Acceptance"
CRW receives change requests June 2013
Begins
Users verify accuracy and
from CLIENT and makes
placement of converted data,
necessary revisions.
forms & reports; CLIENT tests
software configuration; CLIENT
tests program interfaces; CLIENT
tests software customizations;
CLIENT notifies CRW of desired
27. Initial Delivery Revisions CLIENT delivers revision list to CRW receives review comments June 2013
Page 12 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
28. External Interface Review
29. Revised Delivery
30. Third Payment Due
$18,212.5 (25% of Services
minus portion of proposed
discount)
31. GIS Final Review
32. Final Revisions List
33. eTRAKiT Final Connection
Validated
34. Final Delivery
35. System Acceptance Testing
Ends
36. Fourth Payment Due
$18,212.5 (25% of Services
minus portion of proposed
discount).
37. CLIENT Support Transition
Call
38. End User Training
39. General System
Administration Training
40. Transition to Live
41. Go Live
42. Final Payment
$18,212.5 (25% of Services
minus portion of proposed
discount)
43. Follow -up Visit
System Administrator / Report
Writing Training
CRW.
CLIENT tests any external data
interfaces provided by CRW;
includes land update routine,
accounting interface, and other
data import routines.
CLIENT continues review of
system.
Customer provides 3` payment
for services.
CLIENT tests map services and
updates with CRW.
CLIENT delivers final revision list
to CRW.
CLIENT validates the
configuration settings for
eTRAKiT portal.
CLIENT reviews final items
submitted.
CLIENT approves final system
before User Training commences.
CLIENT provides 4`" payment for
services.
CLIENT attends remote discussion
with CRW CLIENT Support team.
CLIENT provides meeting space
for up to eight (8) staff.
CLIENT core users attend a mini
System Administrator training
session prior to Go Live.
CLIENT provides final extract of
historical data to CRW.
CLIENT Goes Live with TRAKiT,
LaptopSync, and eTRAKiT.
CLIENT provides final payment.
CLIENT assembles various
Departments for review with
CRW.
from CLIENT and begins
adjusting configured system.
CRW reviews any external data
import/export routines
prepared for CLIENT.
CRW delivers revisions to July2013
CLIENT.
July2013
CRW finalizes GIS configuration
for Go Live.
CRW receives review comments
from CLIENT and makes final
adjustments.
CRW provides remote assistance
for eTRAKiT payment portal.
July 2013
July 2013
July 2013
CRW installs modified system. August 2013
August 2013
August2013
CRW introduces CLIENT Support
August2013
team along with expectations
for using technical assistance
after Go Live.
CRW provides training materials
2 weeks after System
and laptops with configured
Acceptance ends.
system.
CRW conducts an accelerated
August 2013
System Admin session with core
users for user privilege and
general configuration
management.
CRW converts data and loads
September 2013
onto CLIENT's server.
CRW provides Go Live support
September 2013
onsite.
30 days after
completion of Go Live.
CRW conducts an onsite follow- 45 days after
up visit 45 days after Go Live. completion of Go Live.
CLIENT provides System CRW trains CLIENT staff at any Date and location to
Administrators for training at a of the following locations & be determined based
remote location. dates. on availabilitv.
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone.
Page 13 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT C
PROJECT COST SUMMARY
A. Software & Licensing Fees
End User Training $ 7,500
3
System Configuration
LancITRAK, Standard TRAKiT GIS (ArcGIS Server
7,500
- 10
class. Types
Version 9.3.1 and above)
$
10,000
Module
PermitTRAK
$
7,500
Module
ProjectTRAK
$
7,500
Module
AECTRAK
$
0
Module
iTRAKiT (iPAD application)
$
10,000
Module
eTRAKiT
$
15,000
Module
Read -Only Licensing (concurrent)
$
0
10 Users
End -User Licensing (concurrent)
$
20,000 -
10 Users
Sub - total:
- 2
Days
$ 70,000
B. Implementation & Project Management
End User Training $ 7,500
3
System Configuration
$
7,500
- 10
class. Types
Control Tables Setup
$
7,500
8
hours
GIS Integration
$
2,500
Sub- total:
MobileTRAK Configuration
$
3,500
$ 9,100
F. Contingencies / Customizations
eTRAKiT Configuration
$
5,000
- Springbrook
(batch script)
TRAKiT System Installation - Support
$
1,500
1
remote day
Kick -off Meeting
$
2,500
1
Day
Business Process Review (BPR Meeting)
$
5,000
- 2
Days
Project Meetings (on -site)
$
10,000
4
Days
CRW Go -Live Support
$
5,000
- 2
Days
Sub - total:
project has not been completed due to delays caused by CLIENT.
$ 50,000
C. Data Conversion
($ 25,000)
Assessor, or GIS import
$
4,750
- Assessor or GIS data
Historical Data
$
10,000
- PT Win32 BlackBear
Sub - total:
$ 14,750
D. Training Services
End User Training $ 7,500
3
days
System Acceptance Training $ 5,000
2
days
System Admin /Report Writing Training $ 2,250 -
2
seats (2 SA, 1 RW)
Online Instructor -Lead Webinars $ Included -
8
hours
User Documentation and Manuals $ Included
Sub- total:
$ 14,750
E. Travel & Expenses
$ 9,100
F. Contingencies / Customizations
Financial System Integration $ 2,500
- Springbrook
(batch script)
Custom Reports $ 3,000
3
reports
Custom Forms $ 3,000
3
forms
Laserfiche Integration $ 1,500
Via 'Imaging Link'
Sub - total:
$ 10,000
G. Discounts
Proposed Project Discount (see note below) ($ 25,000)
Proposed Project Discount applies if the City contracts CRW to complete
project before 12/1/2012. The Proposed Project Discount will be
reduced by $5,000 for each full month beyond 9/1/13 for which the
project has not been completed due to delays caused by CLIENT.
Sub - total:
($ 25,000)
Page 14 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
Total of TRAKT Installation: $ 143,600
Note: Total Project price without discount will be $168,600
Annual Mamtenance*
TRAKiT Annual Maintenance Fee —Year 1
$
14,000
10
Users
TRAKiT Annual Maintenance Fee — Year 2
$
14,000
10
Users
TRAKiT Annual Maintenance Fee —Year 3
$
14,700
10
Users
TRAKiT Annual Maintenance Fee —Year 4
$
14,700
10
Users
TRAKiTAnnualMaintenanceFee — Years
$
15,435
10
Users
* First year Annual Maintenance Fees are due at System Acceptance. Second and subsequent Annual Maintenance Fees are due on
the Anniversary of System Acceptance.
Optional Items available to CLIENT:
eMarkup module $ 39,500
Allows up to 5 concurrent users to markup, redline, and comment on
electronic plans. Additional users can be added for $2,000 /user. Includes
configuration and 1 day of onsite training for up to 8 (eight) users.
Maintenance fees for all licensing costs will be 20% of the total license fee.
VoiceTRAKiT IVR $ 10,000
Annual Maintenance fees are $6,500 yearly. VoiceTRAKiT allows 2,000
minutes /month of activity. Additional minutes can be purchased in
increments of 1,000 /month for $100 /month.
The CLIENT, at its sole discretion, may select or decline each of the above optional items at the quoted price individually prior to one
(1) year from the original date of this contract. The completion time for optional items will be mutually agreed upon by CRW and the
CLIENT at time of selection by CLIENT of any of the above optional items.
Page 15 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
This perpetual License Agreement for the use of "Community Development Software" (Software) developed and marketed by CRW is
granted to CLIENT by CRW as of the date of this Agreement.
SUMMARY OF LICENSE TERMS
1. Software is marketed by CRW under the title of "TRAKiT ".
2. Software provided to the CLIENT under this License allows the CLIENT to perpetually use, not own, the software.
3. Software is provided to the CLIENT as a multi -user, concurrent access license. The designated number of concurrent
Users /Administrators /Observers for this license is twenty (20) (10 full user and 10 read - only). CLIENT is permitted to install
Software on any and all workstations owned or controlled by the CLIENT. Software will allow a designated number of
concurrent users to access the databases maintained by Software. Users attempting to access the system databases with
Software after the designated number of concurrent users is logged on will be prohibited from logging on.
4. This software license shall not be sub - licensed, re -sold, assigned, transferred or otherwise distributed by the CLIENT to any
other person, company or organization without the written authorization of CRW.
5. This Software, including any and all modifications, upgrades and bug fixes, is protected by the copyright laws of the United
States and international copyright treaties. Unauthorized copying of the Software, including software that has been
modified, merged or included with the Software, or the associated written materials (the "Documentation ") is expressly
forbidden. CLIENT may not remove, obscure, or alter any notice of patent, copyright, trademarks, trade secret or other
proprietary rights in the Software. The Title, ownership rights, and intellectual property rights in and to this Software shall
remain with CRW. However, CLIENT's Converted Historical Data and all database contents generated through use of the
Software, including records, forms, reports, maps, and other data, are property of CLIENT.
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on compatible equipment
substantially as described in the specifications for the Software. However, due to the inherent nature of computer
software, neither CRW nor any individuals involved in the development or installation of the Software warrant that the
Software or the Documentation is completely error free, will operate without interruption, is compatible with all equipment
and software configurations, or will otherwise meet your needs.
7. CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to CLIENT free of
any proprietary rights of any other party or any other encumbrance.
8. CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP, hereby incorporated by reference as if fully contained herein and any other written user
documentation for the version installed.
9. This Warranty shall commence upon date of acceptance by CLIENT.
10. Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable for any
incidental or consequential damages caused by failures or faults of the software or its functions.
11. CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the Software or its
functions, which are brought to the attention of CRW by the CLIENT.
12. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until CLIENT destroys Software.
Page 16
Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT E
SYSTEM ACCEPTANCE TESTING
1. CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and database
conversion has been installed and is ready for System Acceptance testing. Testing shall be conducted at CLIENT site, using
CLIENT computer hardware. CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) business days for System Acceptance Testing, beginning from the date of
notification as provided in paragraph 1 above, and continuing, and completed, as provided in paragraphs 3 and 4 below.
CLIENT shall immediately advise CRW, in writing, of any error, or perceived error, discovered at any time during the testing
period.
Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error, or other
problem, has occurred, CRW shall have ten (10) business days to address and correct such error so as to render the system
operable. CRW shall provide written notice to CLIENT that the error has been corrected. During the time period between
notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty (30) day System
Acceptance test period shall be suspended. The thirty (30) day System Acceptance test period shall resume upon notice by
CRW that the previously noticed errors have been corrected and once the corrections have been made available to the
CLIENT.
4. CRW shall provide written notice to CLIENT when the thirty (30) day System Acceptance test period has expired.
Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any remaining errors or
problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING DATES: (a) THE DATE
WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT INDICATING THAT THE ACCEPTANCE
TESTING PERIOD HAS EXPIRED.
5. CLIENT may begin using the software for productive use following completion of the System Acceptance tests. "Productive
Use" shall include the issuance of any building permits, inspections and /or fee collection from the general public.
6. CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests. If CLIENT
begins using software for productive use prior to completion of the System Acceptance test, then the system acceptance
test will be deemed completed and satisfactory.
Page 17 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
EXHIBIT F
INSURANCE REQUIREMENTS FOR AGREEMENT
FOR THE INSTALLATION AND USE OF
PERMIT MANAGEMENTAND PROJECT TRACKING SOFTWARE SYSTEM
Prior to the beginning of and throughout the duration of the Work, CRW will maintain insurance in conformance with the
requirements set forth below. CRW will use existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, CRW agrees to amend, supplement or endorse the existing coverage to do so. CRW
acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is
applicable to a given loss, will be available to City.
CRW shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact
equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one
insured against another. Limits are subject to review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto) or the exact equivalent. Limits
are subject to review, but in no event to be less than $2,000,000 (Two Million Dollars) per accident. If CRW owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If CRW or CRW's
employees will use personal autos in any way on this project, CRW shall provide evidence of personal auto liability coverage for each
such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability
limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as
specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum $25,000 self - insured retention for liability not covered by primary but
covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy
limits_ Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by
the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another.
Coverage shall be applicable to City for injury to employees of CRW, subconsultants or others involved in the Work. The scope of
coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to
review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed
to protect against acts, errors or omissions of the CRW and "Covered Professional Services" as designated in the policy must
specifically include work performed under this agreement. The policy limit shall be no less than $2,000,000 (Two Million Dollars) per
claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's
duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California
and with an A.M. Bests rating of A- or better and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by CRW. CRW and City agree to the following with respect to
insurance provided by CRW.
1. CRW agrees to have its insurer endorse the third party general liability coverage required herein to include as additional
insureds the City, its officers, elected officials, employees, agents, and volunteers using standard ISO endorsement No. CG 2010 or an
Page 18 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
approved equivalent. If completed operations coverage is excluded, the policy must be endorsed to include such coverage. CRW also
agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit CRW, or CRW's employees, or agents,
from waiving the right of subrogation prior to a loss_ CRW agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its
endorsement, agrees to waive all rights of subrogation against the City, its officers, elected officials, employees, agents, and
volunteers for losses paid under the terms of this policy which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to
apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over"
claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the
need arises. CRW shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery
period) that may affect City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the
coverages required and an additional insured endorsement to CRW's general liability policy, shall be delivered to City at or prior to
the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance
is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it
deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City
shall be charged to and promptly paid by CRW or deducted from sums due CRW, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. CRW agrees
to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written
notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by CRW or any
subcontractor, is intended to apply first and on a primary, non - contributing basis in relation to any other insurance or self insurance
available to City.
11. CRW agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in
the project by CRW, provide the same minimum insurance coverage required of CRW. CRW agrees to monitor and review all such
coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this
section. CRW agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to
City for review.
12. CRW agrees not to self- insure or to use any self - insured retentions or deductibles on any portion of the insurance required
herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way
involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If CRW's
existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the
City. At that time the City shall review options with the CRW, which may include reduction or elimination of the deductible or self -
insured retention, substitution of other coverage, or other solutions.
Page 19 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128
13. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance
required by giving the CRW ninety (90) days advance written notice of such change. If such change results in substantial additional
cost to the CRW, the City will negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon
any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.
15. CRW acknowledges and agrees that any actual or alleged failure on the part of City to inform CRW of non - compliance with
any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any
other regard.
16. CRW will renew the required coverage annually as long as City, or its employees or agents face an exposure from
operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated
for any reason. Termination of this obligation is not effective until City executes a written statement to that effect.
17. CRW shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been
renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be
submitted prior to expiration. A coverage binder or letter from CRW's insurance agent to this effect is acceptable. A certificate of
insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage
must be provided to City within five days of the expiration of the coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of CRW under this agreement. CRW
expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its officers, elected officials,
employees, agents, and volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage,
limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all - inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are
intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other
section or provision conflicts with or impairs the provisions of this Section.
22. CRW agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves
the right to charge City or CRW for the cost of additional insurance coverage required by this agreement. Any such provisions are to
be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
23. CRW agrees to provide immediate notice to City of any claim or loss against CRW arising out of the work performed under
this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of
any such claim or claims if they are likely to involve City.
Page 20 Permit Management and Project Tracking Software System
City of Rohnert Park, CA Contract No. 2012.1128