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HomeMy WebLinkAboutContract 42659CITY SECRETARY CONTRACT NO. ` . 105Ci AGREEMENT BETWEEN THE CITY OF FORT WORTH AND PARKEON INC. FOR PARKING PAY STATIONS This CONTRACTOR AGREEMENT ( "Agreement ") is made and entered into by and between the CITY OF FORT WORTH, a Texas home rule municipal corporation situated acting by and through its duly authorized Assistant City Manager (the "City "), and PARKEON, INC., a Delaware Corporation and acting by and through Kevin Woznicki, its duly authorized president and CEO ( "Contractor "). The Contract Documents shall include: 1) This Agreement plus all attachments listed below, which are attached hereto and incorporated herein for all purposes incident to this Agreement: a) Exhibit A — Statement of Work b) Exhibit A 1— Statement of Work c) Exhibit B — Price Schedule d) Exhibit C — Spare Parts and Seed Stock List 2) The City of Fort Worth Request for Proposals ( "RFP ") No. 11 -0027, and all addenda, which are incorporated herein by reference for all purposes incident to the Agreement; and 3) The Parkeon, Inc. response to that proposal ( "Response ") dated May 19, 2011, and Best and Final offer, dated August 11, 2011, which are incorporated herein by reference for all purposes incident to this Agreement In the event of a conflict between the contract documents, the order of precedence is as follows: (i) this Agreement plus all attachments (ii) RFP No. 11 -0027 (iii) the Response. DEFINITIONS. 1.1 City. City shall mean the City of Fort Worth, including its employees, officers, agents, or representatives. 1.2 Contractor. Contractor shall mean Parkeon, Inc. its employees, directors, officers, agents, representatives or subcontractors. 1.3 Software. Software shall mean the computer program, system and associated software, database, object code, any corrections, bug fixes, enhancements, upgrades, or other modifications, including custom modifications and user manuals. 1.4 Pay and Display Stations. Pay and Display Stations shall mean the Strada Rapide Evolution2. 1.5 Buyer. The Buyer shall mean the City of Fort Worth. its officers, agent ivf aS employees. contractors and subcontractors who act on behalf of various Ci CITSECRETARY FT. WORTH, TX or agencies. 1.6 Seller. The Seller shall mean the consultant, contractor, supplier, vendor or other provider of goods and /or services, its officers, agents, servants, employees, contractors and subcontractors who act on behalf of the entity under a contract with the City of Fort Worth. 2. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with equipment, products and services for the purpose of providing Parking Pay and Display Stations as directed by the City. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the equipment, products and services to be provided hereunder. To the extent the Statement of Work conflicts with this Agreement, this Agreement will prevail. The term "Contractor" shall include employees, directors, officers, employees, agents or representatives of Parkeon Incorporated. 3. TERM. This Agreement shall commence upon the last date that both the City and Contractor have executed this Agreement ( "Effective Date ") and shall continue in full force and effect for two years following the effective date, unless terminated earlier in accordance with the provisions of this Agreement. The City shall have two options to renew the Agreement at its sole discretion for additional one -year terms. The City shall provide Contractor with sixty (60) days written notice of its intent to renew. 4. COMPENSATION. In consideration for the goods and services to be performed under this contract, the City shall pay Contractor an estimated amount not to exceed $882,330.00 for the initial two year term with an estimated amount not to exceed $46,560.00 per extension option, each year thereafter, in accordance with the provisions of this Agreement and the Price Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. 5. TERMINATION. 5.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 5.2 Non - appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 5.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in Vendor Agreement Parkeon. Inc Page 2 of 25 accordance with this Agreement up to the effective date of termination. 6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 7. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. The City shall give subcontractor reasonable notice of intended audits. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Vendor Agreement Parkeon. Inc. Page 3 of 25 CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 10. ASSIGNMENT AND SUBCONTRACTING. No interest, obligation or right of Contractor, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of the City. Any attempted assignment or delegation of Contractor shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to the City giving its consent, agrees that Contractor shall provide, at no additional cost to the City, all documents, as determined by the City, that are reasonable and necessary to verify Contractor's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W -9 to verify tax identification number, etc. The City reserves the right to withhold all payments to any entity other than Contractor, if Contractor is not in compliance with this provision. If Contractor fails to provide necessary information in accordance with this section, the City shall not be liable for any penalties, fees or interest resulting therefrom. 11. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 11.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit Vendor Agreement Parkeon, Inc Page 4 of 25 This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Compensation Act (Texas Labor Code, Ch. 406, as amended) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional (Errors & Omissions) including Technology liability $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy'specific to Technology E &O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 11.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non - payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 12. COMPLIANCE WITH LAWS, ORDINANCES RULES AND REGULATIONS Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 13. NON - DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Vendor Agreement Parkeon, Inc Page 5 of 25 14. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand - delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth Parking Services Attn: Peter Elliot 1000 Throckmorton Fort Worth TX 76102 -6311 Facsimile: (817) 392 -8440 15. SOLICITATION OF EMPLOYEES. To CONTRACTOR: Parkeon, Inc. Attn: Kevin Woznicki 40 Twosome Drive, Ste.7 Moorestown, NJ 08057 Telephone: (856) 234 -8000 Facsimile: (856) 234 -7178 Neither the City nor Contractor shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 16. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 17. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. GOVERNING LAW / VENUE. This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract (whether in state or federal court) shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Vendor Agreement Parkeon, Inc. Page 6 of 25 20. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and /or any other similar causes. 21. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 22. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 23. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties and, if required, approved by the City's City Council. 25. PUBLIC INFORMATION. Any information submitted to the City of Fort Worth (the "City ") may be requested by a member of the public under the Texas Public Information Act. See TEX. GOVT CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Consultant listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG ") regarding reasons the Consultant believes that its information may not lawfully be released. If Consultant does not make arguments or the AG rejects the arguments Consultant makes, Seller's information will be released without penalty to the City. 26. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS. No officer or employee of the City shall have a financial interest, direct or indirect, in any contract with City or be financially interested, directly or indirectly, in the sale to City of any land, materials, supplies or services, except on behalf of City as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council (Chapter XXVII. Section 16, City of Fort Worth Charter). Vendor Agreement Parkeon. Inc. Page 7 of 25 27. ORDERS. 27.1 No employees of the City or its officers, agents, servants, contractors or subcontractors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and /or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 27.2 Acceptance of an order and delivery on the part of the Consultant without an approved contract number, purchase order number, or release number issued by the City may result in rejection of delivery, return of goods at the Seller's cost and /or non - payment. 28. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 29. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 30. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to City until City actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 31. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's bid. City agrees to reimburse Consultant for transportation costs in the amount specified in Seller's bid or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, City shall have the right to designate what method of transportation shall be used to ship the goods. 32. PLACE OF DELIVERY. The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 33. RIGHT OF INSPECTION. City shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. Vendor Agreement Parkeon. Inc. Page 8 of 25 34. INVOICES. 34.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and /or services. 3.4.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The City shall furnish a tax exemption certificate upon Seller's request. 35. PRICE WARRANTY. 35.1 The price to be paid by City shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Consultant breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's bid, or in the alternative upon Buyer's option, City shall have the right to cancel this contract without any liability to Consultant for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which City may have in law or equity. 35.2 Consultant warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Consultant for the purpose of securing business. For breach or violation of this warranty, City shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 36. PRODUCT WARRANTY. Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the solicitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 37. SAFETY WARRANTY. Seller warrants that the product sold to City shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, City may return the product for correction or replacement at Seller's expense. In the event Consultant fails to make appropriate correction within a reasonable time, any correction made by City will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by City in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. Vendor Agreement Parkeon, Inc Page 9 of 25 38. SOFTWARE LICENSE TO SELLER. If this purchase is for the license of software products and /or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non - exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the City for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Seller; however City may make copies of the software expressly for backup purposes. 39. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY. Seller warrants that the goods or services do not infringe upon or violate any United States patent, copyright, or trade secret. Seller will defend at its expense any action against City or City as licensee to the extent that it is based on a claim that goods used or services provided used within the scope of the license hereunder infringe upon a United States patent, copyright or trade secret, and Seller will pay any and all costs and damages finally awarded against City or City as licensee in such actions which is attributable to such claim. Should the products or services become, or in Seller's opinion be likely to become, the subject of any claim of infringement, Seller shall either: (a) procure for City the right to continue to use the goods or services; or (b) modify the goods or services to make them non - infringing, provided that such modification does not materially adversely affect Buyer's authorized use; or (c) replace the goods or services with equally suitable, compatible, and functionally equivalent non- infringing goods or services at no additional cost to the Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller, terminate this agreement and refund to City the payments actually made to Seller under this agreement. 40. OWNERSHIP OF WORK PRODUCT. Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product ") and Seller acknowledges that such Work Product may be considered 11 work(s) made for hire" and will be and remain the exclusive property of the City. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to City, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and City shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its contractors hereby waives any property interest in such Work Product. 41. NETWORK ACCESS. The City owns and operates a computing environment and network (collectively the "Network "). If Seller requires access, whether onsite or remote, to the City's network to provide services hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 42. CANCELLATION. City shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies. which City may have in law Vendor Agreement Parkeon. Inc Page 10 of 25 or equity. 43. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Seller shall complete the Employment Eligibility Verification Form (1 -9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide Seller with copies of all 1 -9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any worker who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 44. DISABILITY. In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and /or conditions of employment for applicants for employment with, or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractors against City arising out of Contractor's and /or its subcontractor's alleged failure to comply with the above - referenced laws concerning disability discrimination in the performance of this agreement. 45. DISPUTE RESOLUTION. If either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 46. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he /she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] Vendor Agreement Parkeon, Inc Page 11 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 13 day of htQbMUe,l- , 2011. CITY OF FORT WORTH: By: t ,III L' Assistant City Manager Date: /,Z/8 I/ I If ATTE r �• By. IF�rt � 0*0000000 Jas - City Secretary, o u gag ao APPROVED AS TO FORM AND LEVLLA By: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: I?,- 1 k 32q Date Approved: � Z - d\0 Vendor Agreement Parkeon, Inc. Page 12 of 25 PARKEON, INC.: By. a 4 Kevin znicki T le: President Date: i I W9 t I I I ATTEST: S-4 O4: O O OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A STATEMENT OF WORK 1. CONTRACTOR RESPONSIBILITIES. The Contractor, Parkeon, Inc. shall deliver parking pay station equipment, products and services to the City of Fort Worth, (City), in accordance with the terms of this agreement. The items, quantities, descriptions and unit prices that the Contractor will provide under this agreement are as defined herein. 1.1 Strada Parking Pay Station Units. Eighty (80) Strada parking pay station units at a price of $6,585.00 each, with the following features: 1.1.1 Installation of pay and display units at $365.00 per unit within thirty (30) days of the start date as agreed upon by the City and Parkeon and as defined by the Agreement, 1.1.2 Units meet ADA requirements for access and operation, in effect at the time of Unit manufacture, 1.1.3 Dual magnetic stripe and smart card reader, 1.1.4 Thermal printer, 1.1.5 Color: Titanium Grey, 1.1.6 Three language options, 1.1.7 Integrated Solar Power Panels 1.1.8 Lithium batteries for memory support in case of solar panel failure, 1.1.9 Internal Modem for wireless communication capability, 1.1.10 Installation of all City supplied unit graphics, 1.1.11 Keys: three (3) maintenance door keys; three (3) lower door keys; three (3) coin box keys; three (3) electronic lock key for collection cabinet: and three (3) electronic lock key for access cabinets. Unit keying requirements will be specified at time of order and an additional 10 sets of keys will be provided, 1.1.12 Shipping and delivery cost of the pay and display units at $300.00 per unit, 1.1.13 Five (5) year warranty including software, and 1.1 14 Possession of Strada units by the City upon installation, testing, and acceptance of units upon final agreed upon street location. 1.1.15 Units to be configured in Hold and Send Mode with no limits 1.1.16 Receipt to print both the start time and stop time Vendor Agreement Parkeon. Inc. Page 13 of 25 1.2 Options. 1.2.1 Option to purchase up to thirty (30) additional units at a price of $6,585.00 each, price shall remain firm for four additional years after the initial contract period. 1.2.2 Options for extended warranty as defined in Exhibit B — Price Schedule. 1.3 Training. 1.3.1 Parkeon shall provide on -site on- the -job terminal maintenance and collection training during and after the installation period. This training consists of 3 weeks during the installation and initial launch and 1 week remedial training within 60 days after go live. 1.3.2 Parkeon shall provide forty (40) hours of class room training instructor time for operations, collections, information technology and maintenance training at City - designated facilities. City reserves the right to approve the instructor and the training course content prior to commencement or training. 1.4 Service Fee. 1.4.1 Annual fee including service, maintenance, gateway and license fees of $48.50 per month per unit. 1.4.2 Field service rate of $100.00 per hour. 1.5 Marketing. 1.5.1 Parkeon shall provide creation of signage and installation of such for the first 10 units, information on signage design for use by City to develop additional signage for completion of installation of the final 70 units. 1.5.2 Parkeon agrees to develop a marketing communication plan for rollout and implementation with the City. 1.6 Receipt Ticket Stock. Strada self- adhesive single -issue receipt ticket stock, 3,000 tickets per roll, with a three - color print format. Estimated order quantities: 1.6.1 200 rolls at $32.36 per roll, 1.6.2 Subsequent rolls @ $35.00 per roll through five years of warranty coverage. 1.7 Operational Failure. Parkeon agrees to provide alarms of operational failure in real time via cell phones through email and text formats in addition to notice through Parkfolio . Parkeon is responsible for resolving gaps in the communications coverage for areas of Strada unit installation. Parkeon will equip the unit(s) with the proper equipment to provide these alarms at no additional cost to the City. 1.8 Wireless Service Provider. City must be notified and approve and any change in wireless provided prior to change of wireless provider Approval will not be unreasonably withheld Vendor Agreement Parkeon, Inc Page 14 of 25 1.9 Parkfolio Support Parkeon to provide the following Parkfolio ®support to the City for the aforementioned monthly subscription rate: 1.9.1 Provide full support for all aspects of the Parkfolio® system. City staff will not be required to provide any application support. Cost of this support included in the monthly Parkfolio subscription fee, 1.9.2 Provide application use support, such as troubleshooting and problem correction, within one (1) business day (means 10 hours; 8:00 AM to 6:00 PM) of notification by the City, 1.9.3 Add new pay stations to the Parkfolio® environment, to meet the City's installation and start-up schedule, 1.9.4 Create semi - custom environment on web page as specified by City, including organizing machines into zones /circuit/groups, 1.9.5 Ensure successful City system upgrade migrations by providing updated system documentation and any necessary training and issue resolution support required by City personnel, 1.9.6 Revise up to six (6) machine software originations (customizations) per year for the programming of the pay stations through Parkfolio as requested by City. Contractor will make its best efforts to make changes within five (5) business days of receipt of the change request, 1.9.7 Provide the results of any research required by disputed transactions 1.9.8 Create and reset passwords as requested by the City, 1.9.9 Monitor Parkfolio ®and report weekly on error trends, such as machines failing to communicate due by the following Monday of each week. 1.9.10 Maintain and regularly update the Parkfolio° system software and hardware as required to ensure effective and secure City operations, and 1.9.11 Assist the City to develop custom reports and data sets by providing access to the data dictionary, file formats, etc. 1.9.12 Real -time credit card authorization and transaction data communications services, including wireless communication links for transmitting all transaction information from the pay stations to the financial institution, to meet City credit card transaction security requirements. 1.9.13 Real -time credit card authorization services are provided by Credit Call, as a subcontractor, to the Contractor. City reserves the right to approve any change in credit card authorization service provider. 1.10 Operating Manuals. Ten (10) copies of operating manuals complete with wiring diagrams and specifications, for installation, maintenance and use. Manuals will be in English and provided during the City training period. In addition, electronic versions of the manuals are to be supplied, including the right for the City to edit and change the manuals for its own use only Vendor Agreement Parkeon, Inc. Page 15 of 25 1.11 Spare Parts. Parkeon shall provide the City a twenty five - percent (25 %) price discount from the Parkeon List Price for all parts purchased through Contractor, including for all future upgrades of modular components and repair materials, parts supplies and new features purchased within the terms of this agreement. The Contractor guarantees that parts or parts compatible with parts currently used for the units will be available for ten (10) years from the date of the award. 1.12 Test Tokens. Parkeon shall provide to the City twenty (20) test tokens at a price of $2.00 per token for total warranty period. 1.13 Configuration. Parkeon shall configure units to the City specifications, within unit's current capabilities, including mode of operation, coin and token acceptance, languages, and periods of operation. Configuration of the units shall be included in the cost of the Strada units. 1.14 Out of Scope Site Prep Work Parkeon will provide the construction of 11 installation sites that are outside the scope of the statement of work identified by this agreement. Parkeon will pass on and the City of Fort Worth agrees to pay for the construction of these 11 concrete pad locations. 1.15 N/A 1.16 Project Manager. Parkeon shall provide a full -time, on -site project manager to assist with project set -up and installation for a minimum of four (4) weeks from a date to be determined and as required thereafter upon consultation with parking manager of Fort Worth. In addition, the contractor's local representative will continue to provide on -going technical support for the duration of the warranty period. 1.17 Delivery. Parkeon shall deliver all goods of operable, configured units to site for installation. 1.18 Enhancements. 1. 18.1 Parkeon shall provide support for future upgrades and enhancements and new communications technology. The City, prior to commencement of any work, will require cost estimates for the revised requirements /specifications for authorization. 1.18.2 Parkeon will provide the City free of charge any new software releases (including parking management and printer software) as long as pay stations are operational and still in use by the City of Fort Worth. Specific developments made for the City under this contract will not be included in future standard releases unless agreed to in writing by the Contractor. 1 19 Guarantee Vendor Agreement Parkeon. Inc Page 16 of 25 The Contractor guarantees, for a period of five (5) years from the date of installation, to repair and /or replace any part or modular component determined to be defective in material or workmanship under normal use and service at no additional cost to the City. 1.20 Zone Caps and Cash Vaults Parkeon agrees to provide zone caps to the City of Fort Worth at the cost of $75 per cap This price shall be valid for the City's initial order and for five (5) years from the date of award. Parkeon shall also provide (20) twenty additional cash boxes /vaults at the specified discount rate on the attached spare parts list. Zone caps will correspond with the City's current parking identifiers — Orange — Red and Blue 1.21 Seed Stock Parkeon agrees to provide (2) two sets of seed stock (replacement parts stock) in order to meet the 24 hour turn time requirement of City of Fort Worth and to provide immediate (within 12 hours) shipping of follow up parts at City's request to replenish parts used from the seed stock inventory. Seed stock items are highlighted in Exhibit C. 1.22 Credit/Smart Cards Parkeon agrees to configuration of stations to accept credit /smart cards when communication system goes down with relay of that information completed immediately upon restoration of communications. Notice must be sent to the City of Fort Worth whenever the communications system goes down via email or text alerts. 1.23 Meter Status. Parkeon agrees to provide meter status through Parkfolio® using a Google maps platform. Vendor Agreement Parkeon, Inc Page 17 of 25 1.24 Accuracy of Deposit. Parkeon agrees that pay and display unit is to be accurate to 99% of actual deposit on credit card and coin and also provide audit report capability to compare actual count to audit amount and the unit software can access greater than the last three collections internally. 1.25 Technical Overview. Parkeon agrees to provide technical overview and assist with the initial preventative maintenance period. 1.26 Response Time. Parkeon agrees to return all service calls within four (4) operational hours (operational hour = one hour in time during continuous parking meter operational hours) and provide technical assistance service from 7:00 AM to 7:00 PM (Central Standard Time) Monday through Saturday with customer service provided Monday through Friday with similar hours. Parkeon agrees to provide a point of contact for after hours requests and weekends with a four (4) hour response time. 1.27 Maintenance Schedule. Parkeon agrees to deliver detailed schedule based maintenance guidelines to the City. 1.28 Parkeon to perform all tasks as outlined in the Exhibit A - Statement of Work. 1.29 PCI Compliance. PCI compliance is a requirement for continued business with the city. As proof of continued PCI compliance, vendor will submit a copy of their fully executed Attestation of Compliance before the start of service and annually thereafter. 2. CITY RESPONSIBILITIES. The City will be responsible to specify the following: 2.1.1 Mode of operation (pay and display) for each Strada unit, 2.1.2 Coins and tokens accepted, 2.1.3 Credit cards accepted, 2.1.4 Parking rate structure, 2.1.5 Periods of operation, 2.1.6 Provide graphics design and printed material for unit graphics. 2 1,7 Provide receipt configuration within unit's current capabilities, content design input and final approval Vendor Agreement Parkeon. Inc Page 18 of 25 2.1.8 Vendor Agreement Parkeon, Inc Page 19 of 25 Provide delivery schedule for calendar 2012 as follows: Best efforts to support January 1 Jan 5, 2012 Jan 12, 2012 Jan 19, 2012 2012 Start of Installation 20 units 20 units 20 units 20 units 2.1.9 Delivery schedules for 2012 will be communicated in writing at least thirty (30) days prior to the first expected delivery. 2.1.10 Identify and provide Parkeon with installation locations. 2.1.11 Collect and remove single space meter heads at time of cut over. 3. EQUIPMENT PERFORMANCE STANDARDS 3.1 Failure Rate The average failure rate for units taken across a minimum installation base of eighty (80) units shall not exceed one failure per machine per year when Contractor - recommended maintenance procedures are followed. A fatal machine failure shall be defined as an out -of -order condition (unit displaying a red indicator light). Easily remedied, non - repeating or maintenance negligence- caused out -of -order conditions resulting from acts of God, abuse, vandalism, minor system failures (e.g., battery failure, no receipts, coin box full, blown fuse and other failures that are minor in nature) will not be considered machine failures. Machines that are diagnosed as chronic (as described in Section 3.3) will be replaced and not included in the calculation as described in this section. 3.2 Each newly installed pay station will be monitored for faults and /or defects during a thirty day (30 -day) burn -in period. Following that period, failures of any hardware components resulting in that unit being out of service will count against the overall standard. 3.3. The City shall have the right to exercise the five -year (5 -year) warranty clause in the contract to remedy machine failures. In addition, the City has the right to demand that a unit be replaced within 14 City of Fort Worth operational hours in the event that the unit experiences either a system failure that cannot be corrected in the field or is determined to have a pattern of chronic equipment failures. A unit that is deemed to have chronic equipment failures is a unit that has had three (3) fatal equipment failures (as defined in Section 3.1 above) in any twelve -month (12- month) period that rendered the Smart Card and or coin accepting capability, making the unit non - usable. 3.4 The Contractor is responsible for any installation costs involved in replacing a unit that cannot be repaired in the field or has chronic equipment failures (as defined above). Replacement of a unit does not constitute removal from the performance requirement for overall failure. 3.5 In the event that the average failure rate following 425 days of operation exceeds the parameters defined in Section 3.1 above, the City shall have grounds for contract termination. 3.6 In the event that a design flaw is identified during the warranty period, any required hardware or software replacements or site labor costs will be at the Contractor's expense. The Contractor is required within 30 days of identification of a design flaw to communicate in writing the plan to correct the flaw and to perform such correction. 3.7 The unit will meet the above performance requirements while operating in an environment with a temperature range of -13 degrees to 130 degrees F and 97% non - condensing humidity. Vendor Agreement Parkeon. Inc Page 20 of 25 4. PARKING INFORMATION MANAGEMEN SYSTEM PERFORMANCE STANDARDS. 4.1 City change requests to rates, rate structures, receipt information, displayed text, payment acceptance, etc., will be processed by the Contractor within three (3) business day of final submittal of all required data. 4.2 Alarm, statistical and financial transaction data will be available on the Web site to City staff within 60 seconds of their occurrence. 4.3 Contractor will provide the City, on a monthly basis, reports that describe hardware and software performance including, but not limited to, data transfer rate, the response time to system queries and access availability (including, but not limited to, website availability). 4.4 The Contractor's information management system will have less than five hundred twenty -five (525) minutes (0.1 %) of "off -line" time per year. TRANSACTION PERFORMANCE AND SECURITY STANDARDS 5.1 The Strada unit, regardless of mode of operation (pay- and - display or pay -by- space), will complete a credit card authorization transaction in less than eighteen (18) seconds from receipt print request. Results will be based on a statistical average of 100 transactions. 5.2 Cash transactions will be completed within ten (10) seconds of a receipt print request. Results will be based on a statistical average of 100 transactions. 5.3 The Contractor will make its best effort to have less than five hundred twenty -five (525) minutes (0.1 %) of "off -line" time per year with the credit card verification system. 5.4 The Contractor and each of their subcontractors will exercise an appropriate standard of due care for the management and processing of all data and the related information systems involved, as defined by the applicable Visa CISP specifications. 5.5 The Contractor will provide proof of third party audited PCI compliance on an annual basis. 5.6 The Contractor will notify City within one (1) business day of any system security breach involving Contractor or its subcontractor systems. 5.7 The Contractor and his subcontractors will provide their best efforts to format credit card data to minimize financial institution processing costs. 6. WIRELESS TWO -WAY COMMUNICATION PERFORMANCE STANDANDS. The Contractor will make its best effort to have less than 525 minutes (0.1 %) of "off -line" time per year with the wireless communications system. 7. TECHNICAL SUPPORT PERFORMANCE STANDARDS. 7.1 The Contractor or an authorized subcontractor will provide technical response to problems within one (1) business day of a formal City request Vendor Agreement Parkeon, Inc Page 21 of 25 7.2 The Contractor or an authorized subcontractor will maintain a local parts and system software inventory that will be available to send to the City within one (1) business day of a formal request to replenish seed stock requirement. 8. PLANNING FOR UPGRADES. 8.1.1 The City expects to collaborate with the Contractor on developing and testing software and /or hardware upgrades. Vendor Agreement Parkeon. Inc Page 22 of 25 EXHIBIT A -1 STATEMENT OF WORK DESCRIPTION OF PROJECT ACTIVITIES The project involves three major activities, Site Preparation, Meter Installation and Single Space Parking Meter Removal 1 — SITE PREPARATION DESCRIPTION OF ACTIVITIES Parkeon will perform all basic civil work, which includes the drilling and setting of installation bolts into concrete sidewalk up to but not including the pouring of concrete pads. Parkeon will provide all required permits and the City of Fort Worth will provide rights of way. Drilling 4 5/8 inch holes 3 -4 inches deep at designated locations Installing and securing of 5/8 inch lag bolts. Put up trip hazard 2 - METER INSTALLATION DESCRIPTION OF ACTIVITY This activity involves the installation of 80 Multi -Space Parking Meters, at the designated locals as outlined by the City of Fort Worth METER INSTALLATION SCOPE OF WORK Set meter on pre- mounted bolts and tighten down Level meters using internal meter leveling plate and leveling bolts. Approximately 5 to 8 installations per day Parkeon will provide initial training and support to the City NOTE — depending on production and delivery schedule, there may be some "dark" weeks where meters will not need to be installed or "partial weeks" where meters will only be installed on a couple of days. Production and installation schedules will be confirmed 10 days in advance. 3 - SINGLE SPACE PARKING METER REMOVAL DESCRIPTION OF ACTIVITY This activity is for the removal of approximately 800 to 1000 Single Space Parking Meters in the City of Fort Worth. This project will be completed during and after the installation of the multi -space meters. Goal is to remove 20 -30 poles per day. Meter heads will be delivered to the Cities designated facility and meter poll will be sent salvage. Vendor Agreement Parkeon, Inc. Page 23 of 25 SINGLE SPACE PARKING METER REMOVAL SCOPE OF WORK City to collect and remove Parking Meter Head (requires unbolting of internal bolt that secures meter head to the support pole). Removal of support pole by cutting support pole at base to be flush with ground grade. Support pole to be filed flush with the sidewalk and /or ground grade Perform basic civil work to return meter area back to sidewalk and /or ground grade including filling of meter post hole with concrete and if applicable covering with dirt and grass Transportation of meter heads and poles to local warehouse and unloading of meter heads and poles NOTE — depending schedule, there may be some "dark" weeks where meters will not need to be removed or "partial weeks" where meters will only be removed on a couple of days. Removal schedules will be confirmed 10 days in advance. City of Fort Worth will collect and bag meters at time of MSM turn up. Parkeon and /or it's contractors will not be held responsible for funds left in the single space meters once removal process starts. Vendor Agreement Parkeon. Inc Page 24 of 25 EXHIBIT B PRICE SCHEDULE Vendor Agreement Parkeon. Inc Page 25 of 25 Price List 1.00 STRATA PARK AND PAY DISPLAY METERS ITEM UOM COST 1.1 Park and Pay Display Meters - includes a (5) five year standard warranty. EA. $ 6,585.00 1.2 Shipping EA. $ 300.00 1.3 Installation EA. $ 365.00 1.4 Initial On -site Training EA. $ 5,000.00 1.5 Annual Fee (includes Service, Maintenance, Gateway and License Fees). The purchase of additional meters will add $582 per year to this amount. YR. $ 46,560.00 TOTAL INITIAL INVESTMENT $631, 560.00 2.0 ON — GOING FEES 2.1 Option I - Extended Warranty for years 6 -10 - $450.00 /unit/ ear if paid in the respective years. EA. $ 450.00 2.2 Option II - Extended Warranty for years 6 -10 - $400.00 /unit/ ear if paid upon contract execution. EA. $ 400.00 2.3 Field Service Hourly Rate HR. $ 100.00 2.4 Annual Fee (includes Service, Maintenance, Gateway and License Fees). YR. $ 46,560.00 Vendor Agreement Parkeon. Inc Page 25 of 25 EXHIBIT C SPARE PARTS AND SEED STOCK LIST 3.0 RECOMMENDED SPARE PARTS LIST* 3.1 ELP1000009195 Main Board - NEOPS EA. $ 1,716.00 3.2 ELP1000009306 Display Module - NEOPS EA. $ 553.00 3.3 400770311 4A Slow Blow Fuse (Pack of 10) PK. $ 10.00 3.4 ELM1000008737 Thermal Printer (325,000 transactions) EA. $ 988.00 3.5 SVT CAS 46 Programmed Coin Selector (0.5, .10, .25, 1.00) 750,000 coins EA. $ 893.00 3.6 404402613 Cable for Solar Power Supply EA. $ 43.00 3.7 ELM1000001431 NEOPS Datapack EA. $ 117.00 3.8 404304570 EPSUM M900 Card Reader (no magnetic strip kit) (500,000 transactions) EA. $ 1,149.00 3.9 404304511 EPSUM M900 Magnetic Strip Kit EA. $ 246.00 3.10 143537 GPRS Modem (w /modem, board, cable) no antenna EA. $ 1,325.00 3.11 142757 GPRS Modem Antenna EA. $ 68.00 3.12 148125 Yellow Button EA. $ 18.00 3.14 148126 Grey Button EA. $ 18.00 3.15 148127 Blue Button EA. $ 18.00 3.16 148128 Green Button EA. $ 20.00 3.17 148129 Red Button EA. $ 18.00 3.18 148110 6 Button Board (5 - 7 years usage) EA. $ 95.00 3.19 6004001694 Connector Board EA. $ 123.00 3.20 404001714 Relay board EA. $ 208.00 3.21 125277 Escrow EA. $ 208.00 3.22 143430 Equipped Rack EA. $ 773.00 3.23 PHM_SDA XXXXXX Upper Door Lock (Ball type) without key EA. $ 150.00 3.24 SVT CAS 18 Upper Door Key EA. $ 56.00 3.25 MEC1000012432 Lower Door Lock Square EA. $ 45.00 3.26 135078 Square Key EA. $ 27.00 3.27 148114 Upper Instructions Glass and Gasket EA. $ 37.00 3.28 148103 Upper Front Panel EA. $ 100.00 3.29 148117 Reinforced Display Glass and Gasket EA. $ 40.00 3.30 148107 Tariff Glass and Gasket EA. $ 30.00 3.31 MEC1000006542 Ticket Bowl with Antistatic Brush & e -lock interface EA. $ 160.00 3.32 120341 Ticket Bowl Flap EA. $ 20.00 3.33 135410 Coin Bowl EA. $ 58.00 3.34 135493 Coin Bowl Flap EA. $ 21.00 3.35 135693 Electronic Lock Kit EA. $ 1,162.00 3.36 MEC1000003847 Mobile Cash Box EA. $ 252.00 3.37 404002394 Solar Changer Board EA. $ 119.00 3.38 ELM1000010538 Integrated Solar Module EA. $ 795.00 3.39 ELM1000003890 Lower Front Panel w /coin inlet EA. $ 181.00 3.40 Tokens EA. $ 2.00 3.41 Self adhesive/ or non - adhesive single issue receipt ticket stock $32.36 first 200 rolls & $35.00 per roll after 200 through rest of warranty period EA. $ 32.36 The Recommended Spare Parts List will be purchased on an "as needed 7basis" with a (25) percent discount off Parkeon List Price. M &C Review Page 1 of 2 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FoRTWoRin COUNCIL ACTION: Approved on 12/6/2011 DATE: 12/6/2011 REFERENCE NO.: P -11329 LOG NAME: 13P11 -0027 PARK & PAY METERS CODE: P TYPE: CONSENT HEARING: NO SUBJECT: Authorize Execution of a Contract with Parkeon, Inc., for Pay and Display Stations for the Transportation and Public Works Department for a Combined Amount of $882,330.00 for the Initial Term (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a contract with Parkeon, Inc., ( Parkeon) for pay and display stations for the Transportation and Public Works Department for an amount of $882,330.00 for the initial term, with payments due 30 days from receipt of invoice. DISCUSSION: The Transportation and Public Works Department (T /PW) will use this Agreement to purchase pay and display stations. The City currently has 2,500 metered spaces throughout the downtown Fort Worth, the Texas Christian University /Berry Street area, the Cultural District and the Hospital District. The City's parking meters operate strictly on coin currency which requires parking patrons to carry in excess of $2.00 in coins to pay for parking in the City's areas of highest demand. To better serve the citizens and visitors of Fort Worth it is necessary to upgrade the on street parking infrastructure and payment process. This upgrade will meet the changing needs of our populace, making the entire parking process simpler, faster and more convenient. Customers will purchase parking and display the receipt on their vehicle's dashboard. The pay and display stations accept coins, debit cards and major credit cards. On September 14, 2010, City Council adopted an ordinance for the issuance of revenue certificates of obligation, series 2010A. The Parking Fund identified a number of capital improvement projects for funding within series 2010A one of which is the capital improvement to the City of Fort Worth's on street parking infrastructure; reference M &C G- 17045. The Contract with Parkeon includes the initial purchase of 80 pay and display parking stations with an option to purchase 30 additional units, shipping, onsite training, installation and a five year warranty for $882,330.00. This Contract also includes annual fees (including service, maintenance, gateway and license fees). A Request for Proposals (RFP) was issued March 30, 2011, for Parking Pay and Display Stations /Credit Card Capable Meter Mechanism and related services. The RFP consisted of detailed specifications describing the two types of equipment; the pay and display stations, and the parking meters single -space and multi -space meter types. The specifications required the proposers to include price of equipment, installation, warranty and on -going license fees. On May 19, 2011, 11 responses to the RFP were received. An evaluation committee consisting of City Staff ranked the proposals based on a pre - established value matrix of weighted factors. Each proposal was ranked according to price, relevant experience and qualifications of the firm, and satisfactory performance. Based on the initial evaluation of the committee, the highest ranked vendors for the pay stations and single /multi space meter units were invited for an interview with the evaluation committee. During the interview process the evaluation committee asked additional questions and participated in demonstrations of the proposed equipment. http: // apps .cfwnet.org /council _packet /mc_ review. asp ?ID = 16107 &councildate = 12/6/2011 12/13/2011 M &C Review Page 2 of 2 Based on the evaluation committee's ratings, interviews and demonstrations, Parkeon was the highest rated vendor to provide the parking pay and display stations. RFP ADVERTISEMENT - The request for proposals was advertised in the Fort Worth Star - Telegram on March 30, 2011, April 6, 2011 and April 13, 2011. Seventeen vendors were solicited from the purchasing system database, and 11 proposals were received. PRICE ANALYSIS - The City has no previous purchasing history for pay and display stations or smart parking meters. The Evaluation Committee and City Staff have reviewed the pricing and determined it to be fair and reasonable. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by M/WBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM - Following City Council's approval, the initial term of the Contract shall be for a two -year term effective upon execution of the Contracts. RENEWAL OPTIONS - These Contracts may be renewed for up to two additional one -year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Parking Capital Projects Fund. BQN \11- 0027 \LSJ TO Fund /Account /Centers Submitted for City Manager's Office-by- Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund /Account/Centers Thomas Higgins (6192) Lena Ellis (8517) Jack Dale (8357) LaKita Slack- Johnson (8314) http: // apps. cfwnet. org /council _packet /mc_ review. asp ?ID =16107 &councildate = 12/6/2011 12/13/2011