HomeMy WebLinkAboutContract 53407 CITY SECRETARY
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W VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND TRAF-SYS,INC.
This VENDOR 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 Traf-Sys, Inc. ("Vendor"), a
Corporation, and acting by and through Christopher Wadsworth, its duly authorized President, 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 Vendor 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.
Vendor shall provide City with people counting equipment and reporting for all City library
locations. Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. TERM.
This Agreement shall begin on January 1, 2020 ("Effective Date") and shall expire on December
31,2020("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 an unlimited number of one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule under this Agreement in accordance
with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this
Agreement for the first year by City shall be in the amount of Thirty-one thousand and sixty Dollars
($31,060.00). Total payment made under this Agreement for annual data hosting and reporting following
the Initial Term shall be One hundred eighty dollars($180)for each location serviced. Fees for any renewal
year shall not increase by more than 3% over the previous year's fees. The City shall be able to add new
Library locations by purchasing additional hardware along with data hosting and reporting services for the
new location at the then-current rate for the other locations subject to this contract.Vendor shall not perform
any additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
Vendor Services Agreement Page 1 of 22
4. TERMINATION.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing Vendor with 30 days' written notice of termination.Vendor may terminate this Agreement at any
time and for any reason by providing City 60 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are 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.
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.
5.3 Unauthorized Access.Vendor 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. 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.
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.
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This section shall survive the expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor 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 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
subcontractor. 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 subcontractors. 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 subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor 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 subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 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 HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMANDAGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
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, TOANYAND
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
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, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
Vendor Services Agreement Page 3 of 22
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. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. 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,subsequent to which termination City may seek any and all remedies available to
City under law.
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi nment. 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.
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
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
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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
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) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(I0)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.
(c) 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
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.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) 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.
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Vendor, for itself, its personal representatives, assigns, subcontractors 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, SUBCONTRACTORS 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 Traf-Sys, Inc.
Attn:Jesus J. Chapa Assistant City Manager Christopher Wadsworth
200 Texas Street President
Fort Worth,TX 76102-6314 clwadsworth@trafsys.com
Facsimile: (817)392-8654 190 Industry Drive,Pittsburgh, PA 15275
Facsimile: 928-222-7279
With copy to Fort Worth City Attorney's Office at
same address
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
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.
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.
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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.
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.
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 AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a
PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original.
25. WARRANTY OF SERVICES.
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Vendor warrants that its services will be of a high 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.
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(I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Contractor shall establish appropriate procedures and controls so that no services
will be performed by any employee 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./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 Form(I-9). Upon request by City,Vendor
shall provide City with copies of all I-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.
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"). 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.
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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 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.
31. CONFIDENTIAL INFORMATION
Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act ("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto. Vendor shall not release any
information that is created,stored,maintained,or obtained pursuant to this Agreement("City Information")
to any person or entity except for the City and shall treat all City Information as confidential. In the event
that Vendor's systems or any City Information is compromised,breached, or disclosed to any other person
or entity aside from the City, Vendor shall immediately notify City and shall take all commercially
reasonable measures to retrieve the information.
(signature page follows)
Vendor Services Agreement Page 9 of 22
IN WITNESS WHEREOF; the parties hereto have executed this Agreement in multiples this
day of j&AUgo 2090
—
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: this contract, including ensuring all performance and
Name: Jesus J. Chapa reporting requirements.
Title: Assistant City Manager
Date: �J/ By:
Name: Tim thy Shidal
APPROVAL RECOMMENDED: Title: Administrative Services Manager
t APPROVED AS TO FORM AND LEGALITY:
By: i t C9-'�--
Nam : Mar' yn f arvin
Title Ass�sta Library Director By:
am Jo Anil e
ATTEST: U Ti . Assistant City Attorney
�,,`EONTRACT AUTHORIZATION:
�. N/A
By. ..
ame: M a se "�
Title: City Se etary
i'
a ypy v4.
VENDOR:
Traf-Sys,Inc. ATTEST:
By: By:
Name: Christopher Wadsworth Name:
Title: President Title:
Date: 1/6/2020
OFACIAL RECURil
ralry RY
Vendor Services Agreement FTr xX
EXHIBIT A
SCOPE OF SERVICES
The vendor shall provide a solution to count Library patrons entering and leaving each Library location.
Current Library locations and estimated details about each public entry points are listed below. Door
dimensions provided are approximated and should be verified by the vendor.
Entry Entry Door#1 Entry Door#2 Entry Door#3
Locations Points (Width/Height) (Width/Height) (Width/Height)
CEN 1 5'10" x 11'4" --- ---
COOL 1 312"x 619" --- ---
DHJ 1 518110'11" --- ---
EBY 1 611"x 712" --- ---
EMS 2 511"x 810" GO"x T11"
ESK 2 310"x 6'11" TO"x 611"
ESTR 1 515"x 711" --- ---
GDT 1 TBD --- ---
NRS 1 610"x 6'10" --- ---
N R W 1 12'0"x 6'11" --- ---
RDG 2 610"x 719" 5'11"x T9"
RVS 2 6'1"x 711" 65"x 117'
SEM 1 510"x 6'11" --- ---
SGN 1 516"x 714" --- ---
SWTR 3 517"X 812" 310"X 912" 310"X 912"
W W D 2 2'10"x 6'11" 2'10"x 6 11"
The vendor shall provide its turn-key solution,the Gazelle People Counter, which includes all hardware,
software,licenses, installation, support, and training for the term of this Agreement. The Gazelle People
Counter is more specifically described at the end of this Exhibit. City shall own any hardware installed
under this Agreement. The vendor shall configure and install all physical equipment and connections
within 12 weeks following execution of this Agreement by both Parties.
The vendor shall utilize the City's Information Technology Solutions(ITS) department approved data
wiring contractors if required during the installation phase.
The vendor shall setup and configure data hosting and collection of data.
The vendor shall setup and configure on demand reports that can be exported, and scheduled for
automatic delivery. The vendor will also provide training for report customizations.
All data collected shall be owned by the City.
Vendor shall not access the City's secured data network unless the City agrees for it to do so in a separate
written instrument or by amendment to this Agreement. Vendor will have access to the unsecured public
data network.
Vendor Services Agreement—Exhibit A Page 11 of 22
TRAFw5Y
PEOPLE COUNTING SYSTEMS
Gazelle
People Counter
IP-Connected with Optional Video, or Relay Output for Wireless Transmission
P-
is
qb
f ;
Traf-Sys People Counting Systems 190 industry Drive(Pituiburgh,PA 15275 f 1-888-815-6568 f www.trafsys.eom
Vendor Services Agreement—Exhibit A Page 12 of 22
■ Low profile design
= ■ WideTracker capability for up to 8 units.
allowing for eficetive coverage of entrances up
+ 4 to 118 feet wide at maximum mounting height
t ■ Customizable count zones adapt virtually to any
entrance
t► I
■ Operation independent of ambient light
°r ■ Web-browser set-up tool for remote
}. configuration
■ Simple Power-Over-Ethernet connection
■ Tamperproof enclosure mounts in the ceiling,
out of harms way.
■ Data is stored during a power loss
■ Handles high volume traffic
r
t +
The Gazelle Thermal Imaging People Counter provides an accurate people counting solution with built-in
Ethernet connectivity.There are several versions of the Gazelle series that can be combined to suit your needs.
Gazelle DuaiView People Counters include video detection along with thermal detection to otter absolute
verification capability provided by a live,real-time video feed.This also allows the counter to be configured
locally or remotely with a high degree of certainty and accuracy.
Gazelle IP People Counters offer thermal detection without the video camera.These devices offer the same
thermal counting accuiacy and remote conFtgurauon without video;
Gazelle IP lode People Counters can be used in conjunction with the Gazelle Dual View or Gazelle iP master
devices to provide wide-opening counting capability over an extended area.
Gazelle Relay Output People Counters are typically used with a wireless transmitter to provide connectivity in
cases where network cabling is not available.
For more information,visit www.trafsys.com or call 1-888-815-6568.
Traf-S s Gazelle People Counter
Size 7.5"x 4.37"x 2.5"
Casing ABS Plastic
Mounting Height 7.5 to 15 feet(60-De ree Lens); 15 to 22 feet(40-Degree Lens)
Power Pall;optional 24 VDC power supply for Gazelle Relay,or if PoE is
not available
Interface Built-in Ethernet connection with Dual View and IP models for con-
figuration and data access
For more information,visit www.trafsys.com.Or call I-888-815-6568
Vendor Services Agreement—Exhibit A Page 13 of 22
TRAFmSYS
PEOPLE COUNTING SYSTEMS
VisiCount
People Counting Software
Flexible Reporting, Powerful Analysis
-� Vol— us
i
f
s
4
9
`fiiyc
r
ti
Traf Sys People Counting Systems 1 1901ndustry Drive_Pittsburgh,P.A 15275(1-888-815-6568 www.tmfsys.com
Vendor Services Agreement—Exhibit A Page 14 of 22
■ Analyze your traffic just as you do sales-by
geography,time period,facility type or any
At,.^ ,o — _ 1 other criteria that you choose
■ Easy-to-use browser based reporting program
with Microsoft SQL Server powered database
x�a ■ Compatible with all Traf--Sys People Counting
ZZA and Wireless devices
■ Fully scalable Microsoft SQL Database
structure allows the system to grow with your
`. business
' ■ Comprehensive,management level reports that
can be presented in chart,tabular or drill-down
formats
■ Flexible data import,export and printing
" ~ •, .o �`" �" capabilities
■ Data Hosting options available at affordable
„ monthly rates
The Traf-Sys VisiCount Software is designed to provide a flexible,interactive platform to get the foot
traffic information you need quickly and accurately for your business.The goal is to provide all of the
traffic-related information you need to support business decisions that will positively impact your profits.
VisiCount features a browser-based reporting interface that can handle hundreds of sites and users.
System Operation
The VisiCount People Counter Software has been
updated to provide even better reporting andp
11 VI
analysis tools for your customer counting needs. .,k.. ,<�•• r .rn. .�e..G.nb
We've been able to greatly improve and enhance the
VisiCount People Counter software using feedback '
from our users and advances in software technology.
VisiCount2.5 Features:
■ New and improved web interface,
■ New Report Gallery Reports y
■ AF-SYS
Trend Inbound vs.Outbound Counts.Compare
directional counts over time. tt" t
■ Special Events reports with the ability to retrieve
special event information along with traffic.
■ Period Performance Reports.View Traffic,
Transactions and Sales information all in one report.
0 -
r>•rwwrwroriiarrr------ arrrrrir�r�rwrrr•�+w+ n*
Vendor Services Agreement—Exhibit A Page 15 of 22
INTERACTIVE
REPORTING -
Flexibility
The Traf-Sys VisiCount Report Generator is ready to ✓
meet your customer traffic reporting needs.Simply --
make your selections based on your
own criteria and generate the report to analyze your
results.Select from multiple sites,multiple locations,
entire regions,store chains or categories,The choice
is yours.Yew customer traffic by hour,day,week.
month or any user-defined period.
Compare customer traffic over time or view a trend Explore Your Data
of traffic over time.Compare two trends or view your p
traffic to date.Have it your way. Want to see the details of your customer traffic report?
VisiCount Report Generator features the ability to
Conversion "Drill-Down"into your reports to see the details of the
Not satisfied with just customer traffic?import your data that is shown in your report.Simply double-click
sales and transaction data to create insightful reports
on a data point and you'll see the details of that data
that display your conversion rate.Conversion data is point
a great tool for determining how effective your sales If you are viewing a group of stores in a report.Drill-
staff is at closing sales.Your transactions can tell you Down to see the individual stores that_arc in that
how many people mane a ptir base,but conversion group Viewing a single store?Drill-Down to see the
data can point out a number of missed opportunities so you can make the most of your customer trafficentrances at that store.This is just one of the many
and ways the VisiCount Report Generator allows you to
increase sales. explore your data.
Higher conversion rates indicate an effective sales staff Collaborate
or marketing strategy.Apply methods used
at high-conversion stores to your other stores and Do you have a useful report that you want to share
increase your revenue. with mho?With VisiCount Report Generator,you
can export your reports to popular formats such
UlTaAF•SYS as 1 DF,CSV or HTML and e-mail them to your
colleagues.
Need to generate a regular report every day,week
or month?Use the Saved Parameters feature in the
VisiCount Report Generator to schedule the automatic
generation and e-mail of reports on
a user-defined schedule,The VisiCount Report
Generator makes it easy to manage your customer
traffic data so you can focus on increasing revenue.
Vendor Services Agreement—Exhibit A Page 16 of 22
SUPPORT
AND
HOSTING
5
Options
i
You can choose to install the VisiCount People
Counting Software on your own server or let Traf-Sys
host your data for an affordable monthly fee.Hosted-,_
solutions require no software to be installed at your
site.The VisiCount web interface works well with
popular web browsers such as Hrefox and Chrome.
Since everything you need is installed at the Traf-Sys
data center,you don't need to worry about software Server Requirements
updates or database maintenance.Our data center
experts can maintain the data for you and reduce your If you choose to install the VisiCount People
IT staff requirements. Counting Software on your own server,the following
prerequisites are required:
Neb Services
■ Windows Server 2416,Windows Server 2012,
We also have web services available so you can Windows Server 2008,Windows 10,Windows 8,
integrate sales and transaction information with your and Windows 7 Professional
customer traffic data.Or,if you have your own system ■ Microsoft.Net Framework 3.5
you would like to use,you can download data directly ■ Microsoft IIS version 7.0 or higher
to your own database over the web. ■ An available Microsoft SQL Server Database
version 2008 or higher
Support
Clients only need a web browser to access the
No matter which system you choose,our support reporting interface or:your server.
team is ready to help.From hardware to software,
installations and maintenance the Traf-Sys Support Contact us for a Live%Veb Demo
Team can assist with a level of service that is second to
none in the industry. 1-888-815-6568
Call today to arrange a live web demo with our sales
team.
■ Find out if VisiCount People Counting Software is
right for your business.
■ Experience the power of the VisiCount reporting
system with ahands-on demo.
■ Determine what type of solution best suits your
needs.
■ Get a quote on systems.software and service
•� �^ �• •� �^ "� For more infonation,visit www.trafsys.com
- Or call 1-888-815-6568
Vendor Services Agreement--Exhibit A Page 17 of 22
EXHIBIT B
PRICE SCHEDULE
The following amounts shall be payable upon successful completion,as determined by the City in its sole
discretion,of the required installation and setup for all sites included in Exhibit A.
Quote 0032254
• TRAF-SYS Ph Fax: [1026)222-o2
ProptiEu-6kTiNG BY6TEENS
01110hd 911112019
Traf Sys Inc.
ISO Indrrslry C-rive
Pittabraiih,PA 11275
Bill TO Ship To
Fort WorM Puk is 11 hray FOrt Worth P,ablia library
530 West 5rd St. MC Wrist 51 d St.
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Continued
Plaaso make all checks payable in U.S.Dollars to TrA(4ys:Inc.
Page 1 of 4
'NOTE'CuStxners ouside of NY.OH ane PA e p rral:nns hie for a ny and al reponable sales
ana use tax'
Vendor Services Agreement-Exhibit B Page 18 of 22
Quote 0032254
RAF-SYS PiiFax. (.WZ 222-7279
ENPEOPLE COUNTINta SYSTEMS
[�laate+d if11J2019
[rat-Sys Inc.
190 Industy Drive
.711sburgh.PA 15275
BII?To &hip Ta
Fort Wcxlh Mblc Library For,0lorlh Puoilc_lbrary
503 Wost 3rd St K-,I Went 3rd St.
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Continued
Pleazs make all checks payable in U.S.Dollars to Traf-Sys,Inc.
Page 2 of 4
'NOTE Cusiomers c atgide of NY,GH and PA are responsible to-any and all reportabl9 sales
and use tax"
Vendor Services Agreement—Exhibit A Page 19 of 22
T Quoin 0032264
i ■ RAF-SYS t,h ax (928)222-7279
PEOPLE C(iVtJTING SYSTEMS
�—Quo>ted 8111 12019
Traf-Sys Im.
01ndus0y Drive
Pittsburgh. 7A 15275
l3il I Ta Ship T4
Fart Wort1 P.,iblia Library Fart W0,11 i Public Library —�
500 Was:3'd St 500'Naat 3rd Sl
Fret iNorth TX 781C2 Fart Worth,TX 75102
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Continued
Please make all Cheeks Payable in U.S.Dollars to Traf-Sys,Inc.
Page 3 of 4
*NOTE,Customers outside o`NY,OH a,.d FA are responsmk`nr arty and all reportable sales
and use tax'
Vendor Services Agreement—Exhibit A Page 20 of 22
Quote 0032254
In* TRAF-SYS PhF x: P25".222 7275
PEOPLE COUNTING SYSTEMS
Ousted flf111Z019
-raf-Svs 1-a.
190 Indusiry Dr ve
PlttabLrgF.PA 10275
Bi II To Ship To
Fol Worth Public Library Fort Worth Pubic Libiary
530 West 30 St. 500 West 3rd St.
Fort'Worh,TX 761C2 Fort Worth,TX 75102
Purofxw eroar Ship Via��� �r. I ln�rad B� Se1�s rap f�mas
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Shipping$Ha-o iq Shipping d HenrAng 100 to 190.00 Ea S160.00
Tre-Syi ran lard P%wromd!m ere yew
Far edit oia nrone:an or to p"an
Order picase crrrlaal Sandy Hxlirwic A
(i1<e^;J7; 33 or■andy�hzisya'.eor.
9ub-total $31,060.00
Please make all checks payable in LIA.1]offars to Traf ys,Irke.
Page 4 of 4 7otat $31,060.00
'NO I E:Customers outside of NY,OH and RA are responsible for a^y anc all recortaole sales
anc LSE tax'
Vendor Services Agreement—Exhibit A Page 21 of 22
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
TRAF-SYS, INC.
190 INDUSTRY DRIVE
PITTSBURGH,PA 15275
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
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: Christopher Wadsworth
Position: President
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Exhibit C Page 22 of 22