HomeMy WebLinkAbout- Crossroads Software, Inc. - Interfaces with RMS to permit transmission of collissions and citation data - Signed 2022-05-01City of Gilroy
Agreement/Contract Tracking
Today’s Date:
May 1, 2022 Your Name: Trish Vigil
Contract
Type:
Services over $5k - Consultant Phone Number: 846-0316
Contract Effective Date:
(Date contract goes into effect)
5/1/2022
Contract Expiration Date: 10/1/2022
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Crossroads Software, Inc.
Contract Subject:
(no more than 100 characters)
Interfaces with RMS to permit transmission of collisions and citation data
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
6900
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 1st day of May, 2022, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Crossroads Software, Inc, having a principal place of business at 210 W.
Birch Street, #207, Brea CA 92821.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on May 1, 2022 and will continue in effect through
November 1, 2022 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ______
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULT ANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit
“C” (“Milestone Schedule”).
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-described
services. CITY shall have no right to, and shall not, control the manner or determine the method
of accomplishing CONSULTANT’S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed $6,900.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided Cit y with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in Exhibit “A”,
Section IV) incurred during the preceding period. If CITY objects to all or any portion of any
invoice, CITY shall notify C ONSULTANT of the objection within thirty (30) days from receipt
of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It
shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts
to which it has objected until the objection has been resolved by mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY, except
for those expenses constituting “direct expenses” referenced on Exhibit “A.”
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ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services under
this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent
any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or
death of any of CONSULTANT’S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law, CONSULTANT
shall defend, through counsel approved by CITY (which approval shall not be unreasonably
withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees
against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities
and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly
or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or
CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or
death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against any
and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due
to bodily injury, sickness or disease, or death to any person, and damage to property, including the
loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum
coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however,
Professional Liability Insurance written on a claims made basis must comply with the requirements
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set forth below. Professional Liability Insurance written on a claims made basis (including without
limitation the initial policy obtained and all subsequent policies purchased as renewals or
replacements) must show the retroactive date, and the retroactive date must be before the earlier
of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insur ance must be
provided, for at least five (5) years after the completion of the contract work. If claims made
coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a retroactive date prior to the earlier of the effective date of the contract or the beginning of the
contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage
for a minimum of five (5) years after completion of work, which must also show a retroactive date
that is before the earlier of the effective date of the contract or the beginning of the contract work.
As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall
furnish written evidence of such coverage (naming CITY, its officers and employees as additional
insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via
a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation,
or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges
and agrees that:
CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
CITY will not withhold state or federal income tax from payment to
CONSULTANT;
CITY will not make disability insurance contributions on behalf of
CONSULTANT;
CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’
receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the sco pe of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4
of this Agreement on the date due, then if and only if such nonpayment constitutes a default under
this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement
if such default is not remedied by CITY within thirty (30) days after demand for such payment is
given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to
complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it
may be amended from time to time. CONSULTANT shall also require such compliance of all
subcontractors performing work under this Agreement, subject to the prohibition against
assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend
with counsel acceptable to CITY, indemnify and hold harmless the CITY OF G ILROY, its
officers, employees, agents and representatives from and against all suits, claims, demands,
damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation
reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT,
its subcontractors, or the officers, employees, agents or representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
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attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement
are for convenience only and shall not be considered nor referred to for resolving questions of
interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed in
the work, or the materials used in the work, or which in any way affect the conduct of the work,
and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over
the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the
Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains
all the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to b e invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
Crossroads Software, Inc. CITY OF GILROY
By: By:
Name: Jeff Cullen Name: Pedro Espinoza
Title: CEO Title: Chief of Police
Social Security or Taxpayer
Identification Number
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Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Kelly Child, who will act in the capacity of
Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the Services
in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Marisa Huntley
shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been
delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the
Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance with
the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance,
and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request
this determination of completion when, in its opinion, it has completed all of the Services as
required by the terms of this Agreement and, if so requested, CITY shall make this determination
within two (2) weeks of such request, or if CITY determines that CONSULTANT has not
completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay
only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary
to perform the Services, and its duties and obligations, expressed and implied, contained herein,
and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its
skills, qualifications and licenses. CONSULTANT shall perform such S ervices and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and th e
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shal l not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Chief Pedro Espinoza
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Crossroads Software, Inc
210 W Birch Street, #207
Brea CA 92821
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any compan y or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
Scope of Services:
Crossroads Software, Inc. for a Records Management System Interface for the City of Gilroy
Table of Contents Page Number
TABLE OF CONTENTS 2
1.1 Project Overview 3
1.2 Project Deliverables 3
1.3 Software License Provisions 3
1.3.1 Crossroads Software, Inc. 3
1.3.2 Term of the License 4
1.4 Project Management and Implementation Services 4
1.4.1 Responsibilities of the City 4
1.4.2 Responsibilities of Crossroads Software, Inc. 5
1.4.3 Change Orders 5
1.4.4 Resolution of Disputes 5
1.4.5 System Acceptance 6
1.5 Maintenance, and System Support 7
1.5.1 Software Maintenance Plan and System Support 7
1.1 Project Overview
The scope of this Statement of Work is to set out the milestones, deliverables and responsibilities
required to provide to the City of Gilroy hereinafter called “City,” and Crossroads Software, In c.,
hereinafter called “Consultant” with a fully operational automated interface with a Records
Management System (RMS). The Consultant will provide software that permits the transmission
of collisions and citation data to the City’s RMS.
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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 RMS Transmission Software
Description Installation
Quantity 1 site license
Crossroads Software, Inc. will provide software that will export collision and citation data and
place the data in a folder accessible by the City’s RMS vendor.
1.3 Software License Provisions
1.3.1 Crossroads Software, Inc.
Crossroads Software, Inc. hereby grants to the City one (1) site license for the RMS interface
software. 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 Term 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 AGREEME NT,
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 will provide a project manager for the implementation of the project. 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
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issue all consents, approvals, directives and agreement on behalf of the City called for by this
agreement except as otherwise expressly provided. Kelly Child, Crossroads Software Inc. is the
project manager for Crossroads Software, Inc. She will be directly responsible for the
administration and technical direction of Crossroads Software, Inc.’s project activit ies to include
project management, installation, implementation, support services, software development and
system setup. Crossroads Software will have 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 Gilroy RMS Interface software are:
1.4.1.1 Provide the Consultant with access to the City for installation
1.4.1.2 Establish a workstation with a VPN or ‘GoToMeeting’ connection, with network access to
the data server
1.4.1.3 Review and approve data imported to RMS
1.4.2 Responsibilities 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 Gilroy RMS Interface software are:
1.4.2.1 Install RMS export software on the City’s server
1.4.2.2 Develop and test exchange file and data transfer from Collision and Citation modules
exported to a drop folder accessible by the City’s RMS vendor.
1.4.2.3 Communicate with City’s RMS vendor to determine any agency-specific changes required
1.4.3 Change Orders
Either party may request changes to the Statement of Work at any time. Since a change coul d
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.
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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 reach 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:
• Functional testing of RMS interface software
• Certification of output of a collision and citation data exchange file from the Crossroads
Software system for input into the City’s RMS
• 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) da ys 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 – RMS Interface software
After installing the software and performing appropriate diagnostic tests, Crossroads Software,
Inc., will certify to the City of Gilroy that the system is functioning correctly.
1.4.5.2 Certification of Output – Exchange file submitted for approval
The Consultant will create an export file for the collision and citation data integration with the
City’s RMS vendor. Upon installation of the RMS Interface software, performing appropriate tests,
the Consultant will certify to the City of Gilroy that the data integration to the RMS vendor is
completed. The City’s RMS vendor project personnel will test the interface for fourteen (14) days
to determine if the 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 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:
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• Functionality System Test (software, hardware, and interfaces)
• Reliability Test (system “uptime”)
• Performance Test (data input, searches, report generation, response time)
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 a ll
requirements have been met.
1.5 Maintenance, and System Support
1.5.1 Software Maintenance Plan 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 08:00 A.M. to
5:00 P.M, Monday through Friday PST.
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EXHIBIT “C”
MILESTONE SCHEDULE
Milestones to include
Functional testing of RMS interface system
Certification of output of a collision and citation data exchange file from the Crossroads Software
system for input into the City's RMS
Final total system acceptance
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EXHIBIT “D”
PAYMENT SCHEDULE
Interface to output records to RMS System by October 1, 2022 for $6,900.
Invoice submitted by October 31, 2022.
Payment due within 45 days of invoice date
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