HomeMy WebLinkAboutContract 50340 D
CITY SECRETARY
CONTRACT NO. 2
PROFESSIONAL SERVICES AGREEMENT
SP Plus Corporation,SP Plus
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Jesus J. Chapa, its duly authorized Assistant City Manager, and SP Plus Corporation, a
Delaware Corporation ("Vendor"),each individually referred to as a "party"and collectively referred to
as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A--Scope of Services;
3. Exhibit B- Price Schedule;and
4. Exhibit C---Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
The ability to support the issuance and administration of annual permits,one day,and/or up to 30
day permit passes. Exhibit"A,"-Scope of Services more specifically describes the services to be provided
hereunder.
2. TERM.
This Agreement shall begin on April 2,2018("Effective Date")and shall expire on April 2,2022
("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City
shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,
for up to 2(1)one-year renewal options.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B," Price
Schedule.The Total payment made under this Agreement shall not exceed $48,000.00 per year. The first
year under this Agreement will address the three (3)identified generators areas which are: Will Rodgers
Memorial Center/Dickies Arena,Texas Christian University and University of North Texas Health Science.
The Total amount is constituted by the following fees:One year permit costs of$3,287.05 for 1490 permits
to start the program; Monthly program costs of$1,900.00 for a total of$22,800.00 per year; Additional
permit costs beyond the first 1,000 permits within the first three parking generator areas of$2.00 per permit
per month with a cap on this agreement not to exceed$48,000.00 per year.The payment by the City shall
be a monthly invoice based on the combination of these costs for twelve (12) months. City shall not b
liable for any additional expenses of Vendor or additional services not specified by this Agreement unless
City first approves such expenses or additional services in writing.
Professional Services Agreement Page I o 16
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds arc appropriated
by City in any fiscal period for any payments due hereunder,City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated or for which services have actually
been rendered.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City("City Information') as confidential and shall not
disclose any such information to a third party without the prior written approval of City. The term City
Information will not,however, include information which(a) is or becomes publicly available other than
as a result of a disclosure by Vendor, (b) is or becomes available to Vendor on a non-confidential basis
from a source (other than city) which, to Vendor's knowledge, is not prohibited from disclosing such
information to Vendor by a legal, contractual or feudatory obligation to City, or (c) is independently
discovered,developed or arrived at by Vendor.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shalt not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
Professional Services Agreement Page 2 of 16
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor 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, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor.
8. LIABILITY AND INDEMNIFICATION.
8A LIABILITY- VENDOR 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 VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION Vendor agrees to defend,
settle,or pay, at its own cost and expense, any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret,or similar property right arising from City's use of the
Professional Services Agreement Page 3 of 16
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor 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,and City agrees to cooperate with Vendor 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 City for infringement arising under this Agreement,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,Vendor shall fully participate and cooperate with City
in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim
or action, with copies of all papers City may receive relating thereto. If the software and/or
documentation 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,Vendor shall,
at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use
the software and/or documentation;or(b)modify the software and/or documentation to make it non-
infringing,provided that such modification does not materially adversely affect City's authorized use
of the software and/or documentation;or(c)replace the software and/or documentation with equally
suitable,compatible, and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or (d) if none of the foregoing alternatives Is reasonably available to
Vendor terminate this Agreement, and refund all amounts paid to Vendor by City for services not
actually rendered,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City.If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract. Therefore, the Vendor shall be
responsible of payment to subcontractor(Parkmobile)in accordance with the provisions of this Agreement
and Exhibit`B," Price Schedule.
10. INSURANCE
Vendor shall provide City with certificate(s)of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
Professional Services Agreement Page 4 of 16
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers` Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional 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 City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name 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.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
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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.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall 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 City notifies Vendor of any violation of such laws,ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. 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 CITY: To VENDOR:
City of Fort Worth SP Plus Corporation,
Attn:Jesus J.Chapa,Assistant City Manager Attn:Thomas L.Hagerman,
200 Texas Street Executive Vice President
Fort Worth,TX 76102-6314 3391 Peachtree Road,Suite 330
Facsimile: (817)392-8654 Atlanta,GA 30326
With copy to: SP Plus Corporation
With copy to Fort Worth City Attorney's Office at Attn:Legal Department
same address 200 East Randolph Street,Suite 7700
Cbi.caggo, IL 60601
Professional Services Agreement Page 6 of 16
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor 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
Vendor,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.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor 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 City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. 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 Courtfor the Northern
District of Texas,Fort Worth Division.
18. 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.
19. FORCE MAJEURE.
City and Vendor 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.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,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.
Professional Services Agreement Page 7 of 16
21. 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 A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement,including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, 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.
24. COUNTERPARTS.
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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Farm (1-9). Upon
request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES.City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
Professional Services Agreement Page 8 of 16
27. 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"). The term Work Product shall be limited to tangible
deliverables created specifically for City under this Agreement and shall specifically exclude Vendor's pre-
existing intellectual property. 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 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,Vendor 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 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 City.
28. 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 parry,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 Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the CIty that Vendor: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
Professional Services Agreement Page 9 of 16
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 2nd
day of April 2018.
(signature page follows)
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
�— By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: 61� this contract,including ensuring,all performance and
Name: Jesus J. Chapa reporting requirem is.
Title: Assistant City Manager
Date: '�
By:
arae: Peter Elliott
APPROVAL RECOMMENDED:
Title: Parking Manager
APPROVED AS TO FORM AND LEGALITY:
By: L) U
Name: ug Wiersig r
Title: Director of Transportation&Public Works By:
Name: mgsica S gsvang
ATTEST: Title:V Assistant City Attorney
P'T CONTRACT AUTHORIZATION:
By:
ame: M s arm 1295 Certification No.:-�A
Title: Ci ecret
VENDOR:
SP Plus Corporation,SP Plus ATTEST:
By: By:
Name: Thomas L.Hagerman
Title: Executive Vice President
Date: February 27, 2018
777771
Professional Services Agreement t..i,i Page 10 of°16
i
SCOPE OF SERVICES
SP Plus Corporation in conjunction with Parkmobile will deliver the following items to the City for the
Residential Permit Parking Program on April 2,2018;
• Website for back office administration by the City of Fort Worth's residential parking team to be
able to oversee the program and to review and verify stored information for each application
relative to the issuance of permits within the program.
• Access to Parkmobile's integrated enforcement database related Parking Compliance Tech(LPR)
• Customer interface(Residents of Residential Street within a designated areas)residents can
register,apply and manage account information online 240.
• Capabilities to print temporary passes(one day and/or less than 30 day passes)and email
notifications(ability to pick up sticker and/or passes).In the case of temporary passes there must
be a 24 hour delay period for passes to become effective after completion of application.Upon
completion of application,the permit system must create an effective date and time which starts
the 24hour clock and sets the effective date 24 hours ahead of the completion date.
• City staff will have accessibility to change Parkmobile website related to Residential Parking
System without any additional charges to the City of Fort Worth.(Within 48 hours of request)
• Also unlimited temporary permits must be issued sequentially by neighborhood,with each
temporary permit starting with the month of issue,the year of issue,license plate number and a
five digit number following,so each permit will have an 1 I digit number. If vendor printed
temporary permits for resident it will not incur any charges to the City of Fort Worth.
• System configuration(will incorporate permit types with sequential numbers and a maximum
required limit on number of permits is five(5)per residence).All annual permits must be
sequential within the year of expiration by neighborhood and a six digit number following,so
each annual permit will have a six digit number.
• The vendor personnel must adhere to the City's Residential Permit Parking Ordinance and
Administrative Policy and Procedures under this Agreement.Vendor must be able to store
application data for residents including proof of residency information(driver's license,utility
bill,lease document etc.)and verify upon issuance of permits.This data must be secured and
vendor system must be PCIA compliant.
• Vendor must provide two physical locations,one in the central business district,and the other in
one of the three currently approved residential permit areas where residents can pick up permits
or apply for permits if they have no access to the internet.The vendor will print application for
residents and input resident data into the Resident Parking System and verify required documents
upon issuance of permits without any addition charges to the City of Fort Worth.
Professional Services Agreement Page 11 of 16
• The vendor has agreed to revisit Price Schedule based on the first 1,000 permits i fIfee,any
permits over the first 1,000 permits will cost$2.00 per permit per month,permits issued beyond
2000 in a year will be reduced to$1.00 per permit per month.
• Lost/Replacement of permits,the vendor will not exceed the maximum number of five(5)
permits per residence.The resident must provide a signed affidavit stating they have lost the
original permit.The vendor must forward affidavit to City staff for review and approval before
issuance of permit.This administrative process will not carry any charge to the City.
• The first year of the annual permit process will start with the three neighborhoods mentioned,
Arlington Heights(ANNA),Blue Bonnet Hills(BBH)and North Hi-Mount(NHM).Vendor must
provide annual permits in the following numbers for the initial order.Annual permit requirement
for the initial order will be 1490 permits,with 895 sticker permits and 595 hangtag permits and
unlimited for one day and/or up less than 30 day temporary passes.
Professional Services Agreement P---
„ _ • f
EXHIBIT B
PRICE SCHEDULE
Cost:
ParkMobile Listed below and Attached
First 1,000 permits issued are free, any permit over 1,000 cost is$2.00 per month
Security and Support Fees including Hosting Fee, Maintenance Fee,Tier 11 Technical Support,
Integrated Enforcement Database Access:
Arlington Heights: $500.00 per month
Blue Bluebonnet Hills: $300,00 per month
North Hi Mount: $300.00 per month
Tier 1 Customer Support fees as follows:
Arlington Heights: $150.00 per month
Bluebonnet Hills: $100.00 per month
North High Mount: $100.00 per month
Permits—window stickers--Minimum Order 150
Arlington Heights$450.00 (200 stickers)
Bluebonnet Hills$338.00(150 stickers)
North Hi Mount$338 (150 stickers)
Vendor Hang Tags
AHN $427.50(200)
Bluebonnet Hills$362.50(150)
North Hi Mount$362.50 (150)
SP+Administrative Fee
AHN: $150.00 per month
Bluebonnet Hills: $150.00 per month
North HI Mount: $150.00 per month
All costs are summarized in the attached chart.
Professional Services Agreement_.Exhibit C Page 13 of 16
EXHIBIT B
PRICE SCHEDULE
SP Plus+Parkmoblie Support Fee
scipernifs: Stitktrs NanTns TOTAL ONE TIME toes
Uckeas 895 2.85 Exh $ 2,013.75
r&Tags 59S $ 214 E86 1,773.30
1490 $ 3„2&7.os
NdighborhaW drethdM
MtdM Not Togs TOTAL ONE TIME COSTS
ANNA
Slltxtrs 525 $ 110!23
Nan Tags 350 =si $ 74914
89H
ticttrs 160 $ 360.03
rags h $ 22430
NNM
Stk4ys 210 $ 472.50
NaagTags 140 —^ $ 299.60
$ 7n.1a
3,2!715
ON 60046 MONTNIYCOSTS
ParkmoePermits 1st1,00O M TOTAL MONTHLY COSTS
9ofPtrMita: #Ine $2 Exh
144) low 450 _m �,__.___- 4” $9Sa
Permit SPt AdMM I# PetlamabMeS ppw
Neighborhood kIWOree
ANNA 0 $57436 $ 150,00 $ 65010 $3~374.86
{ $175.10 $ 15016 $ 4M00 $725.70
No $229.44 $ 150.00 $ 400.00 $779.94
$6,167.
COMIIN£a TOTALS
1st M" Iuhn Months l4rst Yar
AHNA $3,31' II $1374J6 $1E,426.57
88N $1,309.90 $725. 59,WOS
NNtA $1652.04 $774,94 $10,13143
$6,167.5 $2,a M $37,44715
Professional Services Agreement Page 14 of 16
EXHIBIT B
PRICE SCUDULE
Provided as an attachment to Exhibit B of the PSA designating a specific project or location
Project Name: City of Fort Worth,TX
Section 1. One-Time Parkmobile Permit Set-up Fees
Item DescrIPHon 'Units Rate setupFee
Basic SO- e.�, t!m'!19
11 Basic J,;.,V..'elbsite Header 1 Included in Basic.Set-uo I
1.3 Enhance'i It Ckeni-Bnri,it,,,!tVebsite&F",oter 0 $ 2 noo ol:
......
1.4 11,11tt'll Tawif q(por hour i(oxdkjdt>s 4rir,ei.....j 8 Itirs lnduled ir Bisir_SU"-Ug,Frx
0
Total Setup: Paid(JLP�T 79fi_Iot_
-------------
g
---Section 2. S_94'
Item Service Description Parkrnobile Fee
2.,1 fArlingtori f iec,qht<', $500.00
r 1 Blueb wi,0 111 t,, $300.00
Stef:I, :j,_I I North Mount) $300.00
..........--- ----
2.4 Tier Siq,j-o (Arlinr;v)r,Heights) $150.00
2.5 Tier ULIStOMer SUPport rBluebo!inet 11-11s) $100.00
2.6 Tier I Customer Support(North, Mount) $100.00
2.7 Service Fee for Residential Permits Tier I(first 1,000 monthly Included In Security&Support Fees Above
permits)
2.8 Service Fee for Residential Permits Tier 11(1001,2000 $2.00
monthly permits)
2.9 Service Fee for Residential Permits Tier Ill(over 2000 monthly $1.00
permits.)
2.10 Service Fee for Visitor Permits Included with Service Fee for Residential Permits
2.11 Hosting Fee Included In Security&Support Fees Above
2.12 Maintenance Fee Included in Security&Support Fees Above
2.13 Tier 11 Technical Support Included In Security&Support Fees Above
2.14 Integrated Enforcement Database Access IneWed,ri Security&Support Fees Above
2.15 Administrative Support(Processing,-'hDermit Applications) Excluded
2.16 Data Migration Excluded
Section 3.Additional Items
Item Description
3,1 Service Fees listed above will be in effect for the duration of the contract and any renewals.
3.2 Modifications toClient's branding andlor permit workflows after launch will be billed atthe Custom Development rate
3.3 Credit�;afu fees at al's rate Of .6 centsr ansaction,are Client's sure ie4p,.ii i�uiiizy.Client will reimburse Pwl:rriobfie for all
credit card processing costs attributable to the Service.
3.4 Parkmobile shall offer On-Site Training&Support upon request by Client(all travel reimbursed at cost).
3,5 Any additional program enhancements will be quoted and charged to Client at$165 per hour.
3.6 Pricing includes Client's use of Parkmobile's active integration(s)with 3rd-parties and appkabl,e software solutions.
3.7 Phone support will be offered from 8 am to 5 pin EST Monday-Friday(phone number 866-524-2334).Calls received outside of fliese hours
will be directed to an informational voicemail with the option to leave a message.Calls will be returned within 2 business days.
Email support will be offered from 8 to 5 pm EST Monday-Friday(email address pormits@parkmobileglobal.com).Emails are responded to in
3.8 the order In which they are received.Response time depends on current volume with the average response time being less than or equal to 2
business days.
3.9 Customer support also includes an enhanced FAQ article and enhanced email templates which provide permit holders with customersupport
phone numbers and email address.
3.10 Client may terminate the Customer Service support by notifying Parkmobile in writing ter(10)days in advance.
Professional Services Agreement Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1 Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
S l gnAre of Thomas L.Hagerman
Other Title:Executive Vice President
Date: February 27, 2018
Professional Services Agreement Page 16 of 16