HomeMy WebLinkAboutContract 47778 CITY UV
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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 Benoit Reliquet, its duly authorized president and CEO ("Contractor" or
"Parkeon").
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 B- Payment Schedule
c) Exhibit C-Spare Parts and Seed Stock List
d) Exhibit D-Network Access Agreement
e) Exhibit E -Verification of Signature Authority Form
f) Exhibit F - RFP
2) The City of Fort Worth Request for Proposals ("RFP") No. 16-0007, and all addenda, which are
incorporated herein by reference for all purposes incident to the Agreement;
3) The Parkeon, Inc. response to that proposal ("Response") dated December 10, 2015, which is
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. 16-0007 (iii) the Response.
1. DEFINITIONS.
1.1 Com.
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 Pal.
1.5 Buyer.
The Buyer shall mean the City of Fort Worth, its officers, agent_-sewaats,utb8rized
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employees, contractors and subcontractors who act on behalf of various City departments, bodies
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.
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.
3. TERM.
This Agreement shall commence on March 2, 2016, ("Effective Date") and shall continue in full
force and effect until March 1, 2019, 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 $160,000.00 for the first two years of the contract with an
option to buy up to thirty additional units through the entire term of this contract including the two one year
extensions 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 Convenience.
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 have been appropriated.
5.3 Breach.
Subject to Section 45 herein, either party may terminate this Agreement for breach of duty, obligation or
warranty upon exhaustion of all remedies set forth in Section 45.
Vendor Agreement
Parkeon, Inc.
5.4 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 accordance with this Agreement up to the effective date
of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with
copies of all completed or partially completed documents prepared under this Agreement. In the event
Contractor has received access to City information or data as a requirement to perform services
hereunder, Contractor shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5.5 Surviving Provisions.
Any provision contained in this Agreement or any Exhibits where Contractor provides City a warranty,
indemnity, or other guarantee shall survive the termination or expiration of this Agreement.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts.
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.
6.2 Confidential Information.
Contractor, for itself and its officers, agents and employees, 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.
6.3 Unauthorized Access.
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, in which event, Contractor shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by unauthorized
means and shall fully cooperate with the City to protect such information from further unauthorized
disclosure.
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
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Parkeon, Inc.
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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.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, 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. It is further understood that the City shall in no way be considered a Co-employer or
a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of
Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of
Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents, servants, employees or subcontractors.
9. LIABILITY AND INDEMNIFICATION.
9.1 LIABILITY.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE AND/OR 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.
9.2 INDEMNIFICATION.
CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND
DEFEND THE CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, 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.
9.3 INTELLECTUAL PROPERTY INFRINGEMENT
(i) The Contractor warrants that all Deliverables, or any part thereof, furnished hereunder,
including but not limited to: programs, documentation, software, analyses, applications, methods,
ways, and processes (in this Section 9C each individually referred to as a "Deliverable" and
collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights or other third party
proprietary rights, in the performance of services under this Agreement.
(ii) Contractor shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s) hereunder.
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Parkeon, Inc.
(iii) Contractor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
modifies or misuses the Deliverable(s). So long as Contractor bears the cost and expense of
payment for claims or actions against the City pursuant to this section 9, Contractor shall have the
right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the
City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Contractor shall
fully participate and cooperate with the City in defense of such claim or action. City agrees to give
Contractor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs
or expenses shall not eliminate Contractor's duty to indemnify the City under this Agreement. If
the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Contractor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s)to make them/it
non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Contractor, terminate
this Agreement, and refund all amounts paid to Contractor by the City, subsequent to which
termination City may seek any and all remedies available to City under law. CONTRACTOR'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE
AND AMOUNTS SET FORTH IN SECTION 11 OF THIS AGREEMENT.
10. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee
shall execute a written agreement with the City and the Contractor under which the assignee agrees to be
bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee
shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of
the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written
agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to
be bound by the duties and obligations of the Contractor under this Agreement as such duties and
obligations may apply. The Contractor shall provide the City with a fully executed copy of any such
subcontract.
11. INSURANCE.
11.1 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:
1.Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
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Parkeon, Inc.
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than
$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors & Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability policy. Defense
costs shall be outside the limits of liability.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of any
claims of intellectual property infringement, including infringement of patent, copyright,
trade mark or trade secret, brought against the City for use of Deliverables, Software or
Services provided by Contractor under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will be
the sole responsibility of the Contractor and may not exceed $50,000 without the written approval
of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or
before the effective date of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of services provided. An annual
certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to
evidence coverage.
6. Any other insurance as reasonably requested by City.
11.2. General Requirements
1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. 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. 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.
4. The insurers for all policies shall be licensed and/or approved to do business in the State of
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Texas. All insurers shall have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
6. 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.
12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also 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.
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: To CONTRACTOR:
City of Fort Worth Parkeon, Inc.
Parking Services Attn: Benoit Reliquet
Attn: Peter Elliot 40 Twosome Drive, Ste.7
1000 Throckmorton Moorestown, NJ 08057
Fort Worth TX 76102-6311 Telephone: (856)234-8000
Facsimile: (817) 392-8440 Facsimile: (856)234-7178
15. SOLICITATION OF EMPLOYEES.
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. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
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Parkeon, Inc.
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surrender any of its governmental powers or immunities.
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 construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
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.
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, 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, and are not intended to define or limit the scope of any provision 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.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each 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.
25. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
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).
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 Contractor 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 Contractor's cost and/or non-payment.
28. CONTRACTOR TO PACKAGE GOODS.
Contractor will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Contractor'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. Contractor 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. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
29. SHIPMENT UNDER RESERVATION PROHIBITED.
Contractor 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 Contractor's bid. City agrees to reimburse Contractor for transportation costs in the
amount specified in Contractor'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.
Vendor Agreement
Parkeon, Inc.
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. Contractor
shall be responsible for all charges for the return to Contractor of any goods rejected as being
nonconforming under the specifications.
34. INVOICES.
34.1 Contractor 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. Contractor
shall mail or deliver invoices to City'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.
34.2 Contractor shall not include Federal Excise, State or City Sales Tax in its invoices. The City shall
furnish a tax exemption certificate upon Contractor's request.
35. PRICE WARRANTY.
35.1 The price to be paid by City shall be that contained in Contractor's bid which Contractor
warrants to be no higher than Contractor'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 Contractor breaches this warranty, the prices of the items shall be
reduced to the prices contained in Contractor's bid, or in the alternative upon City's option, City shall have
the right to cancel this Agreement without any liability to Contractor for breach or for Contractor'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 Contractor warrants that no person or selling agency has been employed or retained to solicit or
secure this Agreement 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
Contractor 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
Agreement 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.
Contractor shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this Agreement voidable at the option of City. Contractor warrants that the goods furnished
will conform to City's specifications, drawings and descriptions listed in the solicitation, and the sample(s)
furnished by Contractor, if any. In the event of a conflict between Contractor's specifications, drawings,
and descriptions, City's specifications shall govern.
37. SAFETY WARRANTY.
Contractor 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
Vendor Agreement
Parkeon, Inc.
amended. In the event the product does not conform to OSHA standards, City may return the product for
correction or replacement at Contractor's expense. In the event Contractor fails to make appropriate
correction within a reasonable time, any correction made by City will be at Contractor's expense. Where
no correction is or can be made, Contractor shall refund all monies received for such goods within thirty
(30) days after request is made by City in writing and received by Contractor. Notice is considered to have
been received upon hand delivery, or otherwise in accordance with Section 14 of this Agreement. Failure
to make such refund shall constitute breach and cause this Agreement to terminate immediately.
38. SOFTWARE LICENSE TO CITY.
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive, nontransferable, royalty
free license to use the software. This software is "proprietary" to Contractor, 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 Contractor; however City may make
copies of the software expressly for backup purposes.
39. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement, collectively, "Work Product." Further, City shall be the sole and exclusive owner of
all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation
or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that the City may have or obtain, without further consideration, free from any
claim, lien for balance due, or rights of retention thereto on the part of the City.
40. NETWORK ACCESS.
If Contractor, and/or any of its employees, officers, agents, servants or sub-contractors, requires access
to the City's computer network in order to provide the services herein, Contractor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
41. 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 Contractor breaches any of the terms hereof, including warranties of
Contractor. Such right of cancellation is in addition to and not in lieu of any other remedies, which City
may have in law or equity.
42. IMMIGRATION NATIONALITY ACT.
The City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.
Contractor 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
Contractor with copies of all 1-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Contractor shall establish appropriate procedures and controls so
Vendor Agreement
Parkeon, Inc.
that no services will be performed by any worker who is not legally eligible to perform such services.
Contractor shall provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. Contractor 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 Contractor.
43. 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. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 5.2, 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 commence the resolution process and 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 non-binding mediation in Tarrant County, Texas, 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. The
mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including
attorney's fees; however, the parties shall share equally in the costs of the mediation. 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. Notwithstanding the fact that the parties may be
attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties
agree to continue without delay all of their respective duties and obligations under this Agreement not
affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution
process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary
injunction where such relief is necessary to protect its interests.
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. This Agreement and any
amendment hereto, may be executed by any authorized representative of Contractor whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
Executed in multiples this the day of 12016.
CITY OF FORT WORTH:
Vendor Agreement
Parkeon, Inc.
PARKEON, INC.:
Assistant City Manager
Date: S �� �, By, i fop ' , Name: Benoit Reliquet
ATTEST- ® °°� Title: President
By: 0 Date: /q % 16
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TO FORM AND LEGALITY` By.
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As ant bty Attorney
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CONTRACT AUTHORIZATION:
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Date Approved: Ce
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ICIAL RECORDY SECRETARY WORTH, TX
Vendor Agreement
Parkeon, Inc.
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 Parking Pay and Display Station Units.
Twenty(20) Strada parking pay and display station units at a price of$6,750.00 each, with
the following features:
1.1.1 Installation of pay and display units at$300.00 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 Magnetic stripe, Smart and Chip capable cards with EMV capability,
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 4G 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, 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,
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, and
1.1.16 Receipt to print both the start time and stop time.
Vendor Agreement
Parkeon, Inc.
1.2 Options.
1.2.1 Option to purchase up to thirty(30) additional units at a price of$6,750.00 each.
1.2.2 Options for extended warranty as defined in Exhibit B— Payment Schedule.
1.3 Training.
1.3.1 Parkeon shall provide on-site on-the-job terminal maintenance and collection
training as required especially with regards to implementation of new features and
new technology.
1.4 Service Fee.
1.4.1 Annual fee including service, maintenance, gateway and license fees of$48.50
per month per unit or$582.00 per year per unit.
1.4.2 Field service rate of$100.00.
1.5 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:
1.5.1 $32.00 per roll through five years of warranty coverage.
1.6 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.
1.7 Wireless Service Provider.
City reserves the right to prior approve any change in wireless service provider, and
approval will not be unreasonably withheld.
1.8 Parkfolio, City News, Path to Park&Analytics Access and Support.
Parkeon to provide the Analytics, City News, Path to Park and 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 of notification by the City,
1.9.4 Create semi-custom environment on web page as specified by City, including
organizing machines into zones/circuit/groups,
Vendor Agreement
Parkeon, Inc.
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
outside of City access to Analytics module. Contractor will make its best efforts to
make changes within twenty four hours 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,
1.9.10 Maintain and regularly update the Parkfolio®system and other software and
hardware as required to ensure effective and secure City operations,
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, and
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.
Five (5) 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.
1.11 Spare Parts.
Parkeon shall provide the City a twenty percent(20%) price discount from the Parkeon
List Price for all parts purchased through Contractor or an exchange price if this is lower than the
20% discounted price, 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. See RFP response for comprehensive list
of part prices.
1.12 Test Tokens.
Parkeon shall provide to the City twenty(20) test tokens at a price of$2.00 per token.
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
Vendor Agreement
Parkeon, Inc.
Parkeon will provide the construction of installation sites that are outside the scope of the
statement of work identified by this Agreement. Parkeon will pass on the cost, and the City
agrees to pay for the construction of these concrete pad locations. The cost will be$560.00 for a
2"X2" level concrete pad in dirt or in a place with a slope. All costs include labor and material.
1.15 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). Specific developments made for the City
under this Agreement will not be included in future standard releases unless agreed to in
writing by the Contractor.
1.19 Guarantee.
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 at the cost of$75.00 per cap. This price
shall be valid for the City's initial order and for five (5)years from the date of award.Zone caps will
correspond with the City's current parking identifiers—Orange— Red and Blue
1.21 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 whenever the communications
system goes down via email or text alerts.
1.22 Meter Status.
Parkeon agrees to provide meter status through Parkfolio0 using a Google maps
platform.
Vendor Agreement
Parkeon, Inc.
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 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 RESPONSIBILITES.
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,
2.1.8 Provide delivery schedule for calendar 2016-7 as follows:
Best efforts to support 2016 Installation goals 10 units
2017 installation goal 10 units
Vendor Agreement
Parkeon, Inc.
2.1.9 Delivery schedules for 2016-17 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, and
2.1.11 Collect and remove single or multiple space meter heads at time of change.
3. EQUIPMENT PERFORMANCE STANDARDS.
3.1 Failure Rate.
A 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. The average
failure rate for units taken across new installations (within 500 days of installation) shall not
exceed one failure per machine per year when Contractor-recommended maintenance
procedures are followed.
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 72 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) non
Out-of-order equipment failures (out-of-order failures defined in 3.1) in any twelve-month (12-
month) period that rendered 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.
4. PARKING INFORMATION MANAGEMENT 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 one (1) business day of final submittal
of all required data.
4.2 Alarm, statistical and financial transaction data will be available on the back office
(Parkfolio)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 (0.1%) of"off-line"
time per year.
5. TRANSACTION PERFORMANCE AND SECURITY STANDARDS.
5.1 The pay and display 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 (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 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.
Vendor Agreement
Parkeon, Inc.
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 City request.
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 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.
9. DESCRIPTION OF PROJECT ACTIVITIES
The project involves three major activities, Site Preparation, Meter Installation and Single Space Parking
Meter Removal.
9.1 —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. City will provide all
required permits and 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 warning to highlight trip hazard
9.2 -METER INSTALLATION
DESCRIPTION OF ACTIVITY
This activity involves the installation of Pay Station units, at the designated locals as outlined by
the City.
9.3 METER INSTALLATION SCOPE OF WORK
Set meter on pre-mounted bolts and tighten down.
Level meters using internal meter leveling plate and leveling bolts.
NOTE—Production and installation schedules will be confirmed 10 days in advance.
9.4-SINGLE SPACE PARKING METER REMOVAL
DESCRIPTION OF ACTIVITY
Vendor Agreement
Parkeon, Inc.
This activity is for the removal of Single and Multiple Space Parking Meters in the City. This will
be completed during and after the installation of the Pay Station units.
Meter heads will be removed by the City's team and meter poles will be removed by contractor
and sent to salvage.
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).
Contractor Remove pole by cutting meter pole at base to be flush with ground grade.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—Removal schedules will be confirmed 10 days in advance. City will collect and bag meters
at time of MSM turn up.
Vendor Agreement
Parkeon, Inc.
EXHIBIT B
Price List
1.00 STRADA PARK AND PAY DISPLAY METERS
ITEM UOM Unit Price Total Cost
Park and Pay Display Meters- inciddes a (5) five year $ $135,000
1.1 standard warranty. 20. 6,750.00
$ $6,000.00
1.2 Shipping 20.EA. 300.00
$ $6,000.00
1.3 Installation 20. 300.00
20. $11,640.00
Annual Fee (includes Service, Maintenance, Gateway
1.5 and License Fees). $582.00
TOTAL INITIAL INVESTMENT $7982.00 $159,640.00
ON—
GOING
2.0 FEES
Option I - Extended Warranty for years 6-10-
2.1 $375.00/unit/ ear if paid in the respective years. EA. $375.00
Option II - Extended Warranty for years 6-10-
2.2 $350.00/unit/ ear if paid upon contract execution. EA. $357.00
$
2.3 Field Service Hourly Rate HR. 100.00
Optional Items
1. Zone indicators: $75/unit
2; Upgrade of existing, already deployed Fort Worth Stradas to full color display screens:
Qty 1-50: $1,950
Qty 51 and above:$1,650
3. Warranty extension for existing,already deployed Fort Worth Stradas: $375/unit/year
Notes:
1. Annual fee: Our pricing is based on$582/meter/year. This fee includes access to myParkfolio and Analytics plus the City Ne
feature and Path to Park.
2, Extended warranty is$375 when paid in respective years. The meters will come with a 5 year warranty. The extended warra
starts in year 6. We did not provide a total cost because the warranty extension is optional.
3. Extended warranty is$357 when paid upon contact execution. The meters will come with a 5 year warranty. The extended
warranty starts in year S. We did not provide a total cost because the warranty extension is optional.
4. Field service.hourly rate is$100/hour. We did not provide a total cost because hours needed are unknown.
Vendor Agreement
Parkeon, Inc.
EXHIBIT C
SPARE PARTS AND SEED STOCK LIST
Life
Expectancy of
Discounted Exchange Recommended Major
Reference Description Unit Price Price Price QTY Components
ELP1000009195 Main Board-NEOPS $1,877 $1,502 $1,251 1 10 to 12 years
Upper front fitted with enhanced keyboard
MECI 000018070 for 7'dis lay) $530 $424 1 1 5 to 7 years
MEC1000019038 7'screen module guard glass $97 $78 1
ELM1000019264 7'color screen module $1,032 $826 1 5 to 7 years
ELP1000017093 Interface Board'Connector Board $137 $110 1
400770311 4A Skov Slow Fuse Pack of 10) $11 $9 1
ELM1000008737 Thermal Printer 51,081 $865 $751 1 10 to 12 yeafs
Programmed Coin Selector(.05_10_25.
.25.
126094 1.00) $948 $758 1 7 to 10 years
ELM1000001431 NEOPS Datapack $125 $100 1
EPSUM M900 Card Reader(no magneftc
404304570 strip kit) 51,376 $1,191 $1,185 1 5 to 7 ears
404304511 EPSUM M900 Magnetic Strip Kit $278 $222 1
CAR1000016441 3G Modem $1,507 $1,206 $660 1 10 to 12 years
CAT1000018056 3G Modem Antenna $74 $59 t
404001714 Relay board $83 $66 1
125277 Escrow $256 $205 1 8 to 10 years
143430 Equipped Rack $846 $677 1
PHM SDA-x==Upper Door Lock ball a without ke $161 $129 i
SVT CAS 18 Upper Door Key $60 $48 1
MECi000012432 Lower Door Look'Square for trap door $49 $39 1
135078 Square Key $29 $23 1
148117 Reinforced Display Glass and Gasket $47 $38 1
146107 Tariff Glass and Gasket $34 $27 1
Ticket Bowl with Antistatic Brush&e-lock
MEC1000006542 interface $187 silo 1
120341 Ticket Bowl Fla $24 $i9 1
135410 Coin Bond $66 $53 1
135493 Coin Bovd Flap $25 $20 1
Life
Expectancy of
Discounted Exchange Recommended Major
Reference Rapid e Units On Unit Price Price Price QTY Components
ELM1000010471 Electronic Lock it $1,233 $986 $720 1 1 7 to 10 years
Life
Expectancy of
Discounted Exchange Recommended Major
Reference Solar Units Only Unit Price Price Price QTY Components'
404002394 Solar Charger Board $139 $111 1 8 to 10 years
Three channel charger board for extended
CAR1000618359 solar power $139 $111 1
ELM1000017902lntegratedSofarModule-16.5 watts $1;113 $890 1 10 to 12 years
404402613 Cable for Solar Power Supply $49 $39 1
Life.
Expectancy of
Discounted Exchange Recommended Major
Reference Consumables Unit Price Price Price QTY Components
TICKETS/BLNKlSNGL Standard ticket roll(Qty 100 or more) $36 $29 lea
TICKETSISTUBfADH Sticky back ticket roll(Qty 100 or more) $39 $32 100
LABEL EXT KEYBRD Alphanumeric label for extended keyboard $60 $30 20
400600403 12V 27AH Rechargeable Battery $190 $152 2
CAT1000018180 12V 42AH Rechargeable Battery $297 $238 2
146545 Coin canister $265 $212 1
IUeeneo preventative maintenance
CAT100003452 cleaning kit $66 $53 1 5
NB: The Recommended Spare Parts List will be purchased on an "as needed basis"with a (20)
percent discount off Parkeon List Price on all parts from this list as well as all parts in the pay and
display unit as listed in the parts list in the contractor response to the RFP.
Vendor Agreement
Parkeon, Inc.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Contractor wishes to access the City's network in order to provide data on revenue derived from the
Pay Station units, in order to account for an reconcile revenue flow from parking transactions. In order to provide
the necessary support,Contractor needs access to the City's Network to provide above mentioned service.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for
the sole purpose of providing revenue,transactions, operational and maintenance related information to the City such
that the City can provide parking related services to the public in an efficient and effective manner. Such access is
granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable
provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs
and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will
automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of
the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will
be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if
the following conditions are met:
4.1 Contracted services have not been terminated.
4.2 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide
the City with a current list of officers, agents, servants, employees or representatives that require Network
credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network
and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share
the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the
City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this
Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement
and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall
be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the
Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include
all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for
Vendor Agreement
Parkeon, Inc.
specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the
following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no
longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this
Agreement at any time and for any reason with or without notice, and without penalty to the City.Upon termination
of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City
from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or
representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach
which could compromise the integrity of the City's Network, including but not limited to,theft of Contractor-owned
equipment that contains City-provided access software, termination or resignation of officers, agents, servants,
employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of
Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR NAME:
J l.�
By: By:
ACM Name Name: or 't •q 0Q
Assistant City ager �aO� ., Title: i cos;c1 �,
Date: �l ° Date: 15/ 1
ATTES — / �8®
°
By: i c`� By-
ty Aecre r °Omoxa°° "� ame:`Kwolcl Woe) _
Title: 0�o
APPROVEVS TO7 AND LEGALITY:
By:
Assistant City orn
M&C: one requirdO
OFFICIAL RECORD
CITY SECRETARY
Vendor Agreement FT. WORTH, TX
Parkeon, Inc.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form within ten(10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed
Form until it receives a revised1 Form that has been properly executed by the Company.
1. Name: r?""u
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of Presidelt
Other Title:
Date:
Vendor Agreement
Parkeon, Inc.
0
FO T ORTII
CITY COUNC.41LAGENDA
COUNCIL ACTION: Approved on 3/1/2016
REFERENCE ** 13P16-0007 PAY/DISPLAY
DATE: 3/1/2016 NO.: P-11839 LOG NAME: METERS BH TPW
CODE: P TYPE: CONSENT PUBLIC NO
NO
SUBJECT: Authorize Execution of an Agreement with Parkeon, Inc., in the Amount of$160,000.00 for
the First Year, for Pay and Display Parking Meters for the Transportation and Public Works
Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Parkeon, Inc.,
in the amount of$160,000.00 for the first year with three-year initial term and two one-year renewal
options, for pay and display meters for the Transportation and Public Works Department.
DISCUSSION:
The Transportation and Public Works Department (TPW) will use this Agreement to purchase
additional on-street parking pay stations and repair parts to keep the parking pay station
infrastructure operational. The City currently has 2,700 metered parking spaces throughout the Fort
Worth Central Business District, the University/Berry Street District, the Cultural District and the
Hospital District.
Since February 2012, the City of Fort Worth has bought and installed over 110 parking pay stations
covering 750 parking spaces which account for greater than 50 percent of all parking transactions.
Installation of these parking pay stations has led to an improvement in service to the citizens and
visitors of Fort Worth, which is most evident in the change from 100 percent of transactions
purchased via coin prior to installation and now greater than a third of all parking transactions are
completed via credit and debit cards. Through the use of these parking pay stations, the City has
seen significant improvements in parking meter uptime, now in excess of 99.92 percent and
significant reductions in parking meter operations and maintenance processing time. This new
Agreement will enable the City to continue to meet the needs of our populace, widening the coverage
of parking pay stations across the City, thus extending the ease and simplicity of the parking process
for the public.
This Agreement includes an initial estimated purchase of 20 pay and display parking stations with an
option to purchase 30 additional units, shipping, onsite training, installation and a 5 year warranty in
the amount of$160,000.00. This Agreement also includes annual fees (including service,
maintenance, gateway and license fees).
RFP ADVERTISEMENT- The Request for Proposals was advertised in the Fort Worth Star-Telegram
on November 11, 2015, November 18, 2015, November 25, 2015, December 2, 2015 and December
9, 2015. Twenty-seven vendors were solicited from the purchasing system database and three
proposals were received.
PRICE ANALYSIS - The previous estimated purchase quantity of Pay and Display Parking Meters
was 80 meters, this purchase will be for 20 meters with the option for 30 more. The unit price of the
meters has increased by 2 percent over the previous Agreement. TPW and Purchasing staff have
reviewed the pricing and determined it to be fair and reasonable.
Logname: 17ED COMFORWOMEN Page 1 of 2
M/WBE OFFICE -A waiver of the goal for MBE/SBE for subcontracting requirements was requested
by the Purchasing Division and approved by the M/WBE Office, in accordance with BIDE Ordinance,
because the purchase of goods or 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
three-year term beginning on March 2, 2016 and ending on March 1, 2019.
RENEWAL OPTIONS - This Agreement 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 Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Municipal Parking Fund and that prior to an expenditure being made, the
Transportation and Public Works Department has the responsibility to validate the availability of
funds.
BQN\16-0007\13H
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project�Pro� ramgActivity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jack Dale (8357)
Brandie Harris (2279)
ATTACHMENTS
Form 1295 - Parkeon.pdf
Logname: 17ED COMFORWOMEN Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES N - I I N`31, 0
FORM 1.295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
Parkeon, Inc. 2016-4206
Moorestown, NJ United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/20/2016
being filed.
City of Fort Worth Date Acknowledged:
3--u1 -1
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract
16-0007
Pay&Display Parking Meters
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 AFFIDAVIT
April E Apfelbaum I swear,or affirm,'under penalty of perjury,that the above disclosure is true and correct.
Notary Public, State of New Jersey
My Commission Expires Aug 22,2017 !�
1D #2424221 Signature of authorized agent of contracting business entity
AFF.X NOTARY STAMP/SEAL ABOVE
Sworn,to and subscribed before me,b the said 1 10+I C� �i (l(V�
Y P W ,this the 1� — day of
_J 1 ,
20 to certify which,witness my hand and seal of office.
�i��1 l�.�l'���f,-7 �/Jti �. ;�i��/�✓Gtr✓r'7 f"l�� �Qrxa�,��� .
ignature of o icer administering oath Printed name of offic r administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34032