HomeMy WebLinkAboutContract 55087 City Secretary ContractNo. 55087
FoIDT
WORTH,
SOLE SOURCE VENDOR SERVICES AGREEMENT
Parke on, Inc.
This SOLE SOURCE VENDOR SERVICES AGREELAIENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
Parkeon,Inc. ("Vendor"or"Contractor"),a Delaware Corporation and acting through Benoit Reliquet, its
duly authorized President and CEO, 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 Sole Source Vendor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C— Sole Source Procurement Justification; and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A, A C, and D 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,
C or D 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 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,"Scope of Services,more
specifically describing the equipment,products and services to be provided hereunder. To the extent the
Scope of Services conflicts with this Agreement, this Agreement will prevail.
2. Term. This Agreement shall begin on March 2,2021 ("Effective Date")and shall expire
on March 1,2024("Expiration Date"),unless terminated earlier in accordancewith 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 two U one-year renewal options.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who provides goods and services under this Agreement in accordance with the provisions of this
Agreement and Exhibit "B," —Price Schedule. Totalpayment made under this Agreement for the Initial
Term by the City shall be in an amount not to exceed Six Hundred and Sixty Thousand Dollars
($660,000.00). Total payment for the following options years if renewed shall be in an amount not to
exceed Two Hundred and Twenty Thousand Dollars ($220,000.00)for each renewalyear.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
Vendor Services Agreement OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary ContractNo.
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
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 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 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor shallstore 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.
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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 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,Vendors 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.
8.1 LIABILITY- VENDOR SHALL BELIABLEAND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING 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 OMNSION(S), MALFEASANCE OR INTENTIONAL MHCONDUCT OF
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARNING OUT OF OR RV
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
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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 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.
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.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies ofthe following types and minimum coveragelimits that areto be in effectpriorto commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
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$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
ProfessionalE&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
Emits 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
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in the current A.M.BestKey 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.
It. 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 Parkeon, Inc.
Attn: Dana Burghdoff Attn: Benoit Reliauet, President
Assistant City Manager for Transportation and 40 Twosome Drive Ste. 7
Public Works Moorestown, NJ 08057
200 Texas Street Facsimile: (856) 234-7178
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
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 fora 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.
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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 AgreemeM
City does not waive or surrender any Tf 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 he 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 Ma_ieure. 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 all of the attached Exhibits,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 high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
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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 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 c opyrightable 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 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. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than$100,000,this section does not apply.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
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not boycott Israel;and(2)will not boycott Israel during the term ofthe contract. The terms"boycottIsraef'
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
�Q � AGta/a responsible forthe monitoring and administration ofthis
Dana Burghdoff(D 23,202 1:000ST) contract,including ensuring allperformance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
Date: 12 23 ,20 zo By,. Peter Elliott(Dec 16,202010:20 CST)
Name: Peter Elliott
APPROVAL RECOMV]MED: Title: Parking Operations Manager
APPROVED AS TO FORM AND LEGALITY:
By, William Johnso (Dec 17,202010:10 CS-0
Name: William Johnson 2zd �,Aa-e-tui'
Title: Director of TPW By. Christopher Austr' (Dec 22,202010:51 CST)
Name: Christopher Austria
ATIEST% Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
oA�4FORPa� 12/15/2020
By: O OFaoaoaooaoo d M&C:20-0950
Name: Mary Kayser p�o 0 0, 1295:2020-691301
Title: City Secretary P.—g o
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Pv0 o=�
000 000 �
VENDOR:
Parkeon:Inc
By:
Name: Beni uet
Title: President
Date: NLz- m64— ; , 20 2�
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
1. VENDORS RESPONSIBILITIES
The Vendor, 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 Vendor will
provide under this agreement are as defined herein.
1.1 Parking Pay and Display Station Units
StradaPAL Rapide Pay 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 M1000 Card Reader(EMV Certified)
1.1.4 Thermal Graphical Printer
1.1.5 Color: Titanium Grey
1.1.6 Multilingual button
1.1.7 Integrated Solar Power Panel
1.1.8 7" Color Display
1.1.9 Coin acceptance
1.1.10 One (1)Roll of Receipt Paper
1.1.11 One (1) Coin Canister
1.1.12 Electronic Lock for Collections Compartment
1.1.13 Personalized Software including Programming and Testing
1.1.14 Credit Card Software & Smartfolio License Fees
1.1.15 Alphanumeric Capacitive Keyboard
1.1.16 Five (5) Year Limited Warranty including Software
1.1.17 Magnetic stripe, Smart and Chip capable cards with EMV capability
1.1.18 Lithium batteries for memory support in case of solar power failure
1.1.19 4G Internal Modem for wireless communication capability
1.1.20 Installation of all City supplied unit graphics
1.1.21 Keys:three(3) maintenance door keys; three (3) lower door keys;three
(3) coin box keys;three (3)electronic lock keys for collection cabinet; and
three (3) electronic lock keys for access cabinets. Unit keying
requirements will be specified at time of order, additional 10 sets of keys
will be provided.
Exhibit A—Scope of Services
City Secretary ContractNo.
1.1.22 Possession of Strada units by the City upon installation, testing, and
acceptance of units upon final agreed upon street location
1.1.23 Units to be configured in Hold and Send Mode with no limits, and
1.1.24 Receipt to print both the start time and stop time
1.2 Options
1.2.1 Zone Cap Per Unit $75.00
1.2.2 Extended Warranty Per Machine —6 to 10 years $375.00
1.2.3 TPAL Color Screen Upgrade Kit $1,750
1.2.4 Color Touchscreen Upgrade Kit $2,850
1.2.5 4G Modem Kit $450
1.3 S ' in $300
1.4 Cale Max Single Space Meter $499
1.4.1 Retrofit onto existing housing
1.4.2 Includes top hat and mechanism
1.4.3 Color: Black
1.4.4 Solar Power
1.4.5 Warranty 13 months hardware warranty
1.5 Cale Max Dual Space Meter $715
1.5.1 Retrofit onto existing housing
1.5.2 Includes Top hat and mechanism
1.5.3 Color: Black
1.5.4 Solar Power
1.5.5 Warranty 13 months hardware warranty
1.6 Options
1.6.1 4G Modem Kit $185.00 (Cale Max)
1.7 Shipping Per Unit $14
1.8 Installation Per Unit $14
*Flowbird will insert a mechanism and secure top hat to existing meter and provide
training, review preventative maintenance and troubleshooting. Removal of top hat and
mechanism is not included.
1.9 Cale WebOffice Management System Per Space Per Month
1.9.1 Single $7
1.9.2 Dual$12
1.9.3 *No transaction fees
Exhibit A—Scope of Services
1.10 Trainin
1.10.1 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.
1.11 Service Fee
1.11.1 Annual fee including service, maintenance, gateway and license fees of
$48.50 per meter per month
1.11.2 Field Service Hourly Rate$100.00
1.12 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:
1.12.1 $32.00 per roll through five years of warranty coverage.
1.13 Operational Failure
Parkeon agrees to provide alarms of operational failure in real time via cell phones
through email and tent 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.
1.14 Wireless Service Provider
City reserves the right to prior approve any change in wireless service provider, and
approval will not be unreasonably withheld.
1.15 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
1.15.1 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,
1.15.2 Provide application use support, such as troubleshooting and problem
correction, within one (1)business day of notification by the City,
1.15.3 Create semi-custom environment on web page as specified by City,
including organizing machines into zones/circuiUgroups,
1.15.4 Ensure successful City system upgrade migrations by providing updated
system documentation and any necessary training and issue resolution
support required by City personnel,
1.15.5 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. Vendor will
make its best efforts to make changes within twenty four hours of receipt
of the change request,
Exhibit A—Scope of Services
City Secretary ContractNo.
1.15.6 Provide the results of any research required by disputed transactions,
1.15.7 Create and reset passwords as requested by the City,
1.15.8 Maintain and regularly update the ParkfolioO system and other software
and hardware as required to ensure effective and secure City operations,
1.15.9 Assist the City to develop custom reports and data sets by providing
access to the data dictionary, file formats, etc.,
1.15.lOReal 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
1.15.11 Real-time credit card authorization services are provided by Credit Call, as
a subVendor, to the Vendor. City reserves the right to approve any change
in credit card authorization service provider.
1.16 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,
1.17 Spare Parts
Parkeon shall provide the City a twenty percent(20%)price discount from the Parkeon
List Price for all parts purchased through Vendor 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 Vendor 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 price,
1.18 Test Tokens
Parkeon shall provide to the City twenty(20) test tokens at a price of$2.00 per token.
1.19 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.
1.20 Out of Scope Prep Work
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.
Exhibit A—Scope of Service
City Secretary ContractNo.
1.21 Delivery
Parkeon shall deliver all goods of operable, configured units to site for installation.
1.22 Enhancements
1.22.1 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.
1.22.2 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 Vendor.
1.23 Guarantee
The Vendor 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.
1.24 Zone Caps and 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
1.25 Credit Cards/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.
1.26 Meter Status
Parkeon agrees to provide meter status through Parkfolio® using a Google maps
platform.
1.27 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.
1.28 Technical Overview
Parkeon agrees to provide technical overview and assist with the initial preventative
maintenance period.
Exhibit A—Scope of Service
City Secretary ContractNo.
1.29 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.
1.30 Maintenance Schedule
Parkeon agrees to deliver detailed schedule based maintenance guidelines to the City.
1.31 PCI Compliance
PCI compliance is a requirement for continued business with the City. As proof of
continued PCI compliance, vendor will submit a copy of their fully executed Attestation
of Compliance before the start of service and annually thereafter.
2. CITY RESPONSIBILITIES
2.1 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 a delivery schedule; delivery schedule will be communicated in
writing at least thirty (30) days prior to the first expected delivery
2.1.9 Identify and provide Parkeon with installation locations, and
2.1.10 Collect and remove single or multiple space meter heads at time of
change.
3. EQUIPMENT PERFORMACE 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
Exhibit A—Scope of Service
City Secretary ContractNo.
installations (within 500 days of installation) shall not exceed one failure per machine per
year when Vendor-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 Vendor 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 Vendor's expense.
The Vendor 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.
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 Vendor 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.
Exhibit A—Scope of Service
City Secretary ContractNo.
4.3 Vendor 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 Vendor'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 Vendor 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 Vendor 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 Vendor will provide proof of third party audited PCI compliance on an annual basis.
5.6 The Vendor will notify City within one (1)business day of any system security breach
involving Vendor or its subcontractor systems.
5.7 The Vendor 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 Vendor will make its best effort to have less than 525 minutes (0.1 %) of"off-line"
time per year with the wireless communications system.
7. TECHNICAL SUPPORT PERFORMANCE STANDARDS.
7.1 The Vendor or an authorized subcontractor will provide technical response to problems
within one (1) business day of a City request.
7.2 The Vendor 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
Exhibit A—Scope of Service
City Secretary ContractNo.
8.1 The City expects to collaborate with the Vendor 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 Activities
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
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
Vendor 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).
Vendor 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.
Exhibit A—Scope of Service
City Secretary ContractNo.
EIIIIUBIT B
Price Schedule
StradaPAL Rapide Pay Station $ 6,750
7"Color Display
Integrated Solar Panel
M1000 Card Reader(EMV Certified)
Coin Acceptance
1 Roll of Receipt Paper
1 Coin Canister
Thermal Graphical Printer
Electronic Lock for collection compartment
Multi Lingual Button
Personalized Software including Programming&Testing
Credit Card Software&Smartfolio License Fee
Titanium Grey Color
Alphanumeric Capacitive Keyboard
5 Year Limited Warranty
Shipping $ 300
Installation $ 300
Options:
Extended Warranty per machine-Years 6-10 $ 375
Zone Caps Per Unit $ 75
Field Service Hourly rate $ 100
TPAL Color Screen upgrade kit $ 1,750
Color Touchscreen upgrade kit $ 2,850
4G modem kit $ 450
Smartfolio Back office Management system $ 48.50
Per meter per month
Pay& Display
Pay by Space
Pay by Plate
Cale Max Single Space Meter $ 499
Retrofit onto existing meter housing
Includes Top Hat& Mechanism
Color: Black
Solar Power
Warranty 13 Month Hardware Warranty
Exhibit B—Price Schedule
City Secretary ContractNo.
Cale Max Dual Space Meter $ 715
Retrofit onto existing meter housing
Includes Top Hat&Mechanism
Color:Black
Solar Power
Warranty 13 Month Hardware Warranty
Options:
4G Modem kit $ 185
Shipping(per unit) $ 14
Installation(per unit) $ 14
*Flowbird will insert mechanism and secure top hat to
existing meter and provide training, review preventative
maintenance and troubleshooting.Removal of top hat and
mechanism is not included.
Cale WebOffice Management System(per space per month)
Single Space $ 7
Dual Space $ 12
*No transaction fees
SPARE PARTS AND SEED STOCK LIST
Exchang lite
Reference Description Unit Discounted a Recommended Expectancy
Price Price Price QTY of Major
Components
E P 000009 95 Main Board- SI,877 $ ,502 $1,251 1 10 to 12
y ears
pper f ront f i I Le d Wt en ante
MEC1000018070 keyboard $530 $424 1 54o 7 years
(for 7"display)
MEC1000019036 7 9 78 1
ELM10OU019281 7" screen module guard glass
color screen mo ue $1,032 $826 1 5 lo 7 years
Interf ace Boarct(Connea-67B-3-5707
ow 8tow use ac o
hermal Hnmer o
years
Hrogrammed Coin tielector $948 1
126094 (.05,.10,.25, $758 7lo 10 years
1.00)
ELMIOOOOO1431 NEOPS Data pack 125 $100 1
404304570 EP S U M M900 C ar Rea er(no $1376 $1,101 $1,185 1 5to7 years
magnetic stripkit)
404304511 EPSUM M900 Magnetic Strip Kit $278 222 1
CAR1000016 141 3G Modem 0 $1206 660 0 to12 y ears
Modem Antenna $59
e av t3oard
12S277 scrow $256 o years
143430 Equipped KaCK $846 S677
xxxxxxx Upper Door Lock(15dffN-peT-wTffoff-
kev
SVTCAS g Upper Uoor Key
Lower cloor LOCK Sq-5-5-r-e-ro-r-Fa-p
door
Exhibit B—Price Schedule
City Secretary ContractNo.
135076 Square Key $29 23 1
148117 Reinforced Display Glass an 7 38 1
Gasket
an ass an as $27 1
ice o wu i n s is Brush&
MEC1000006542 e-lock $187 $160 •1
interface
icKet l3owilap
135410 oln Bowl $66 1
135493 om bowi Flap 1
Life
Reference Rapid Units Only Unit Discounted Exchang Recommended Expectancy
Price Price a Price QTY of Major
Components
ELM1000010471 Electronic Lock Kit ,233 986 — $720 1 Ito 0years
Exchang if
Reference Solar Units Only Unit Discounted a Recommended Expectancy
Price Price Price QTY or Major
Components
404002394 Solar Charger Board $139 $111 1 8 to10 ears
re anne c arger board for
extended 1
CAR1000018359 solar power $139 $111
ntegrated Solar module- o 1 zyears
Watts
(;able t or bolar ower upp y 1
life
Reference consumables Unit Discounted Exchang Recommended Expectancy
Price Price e Price QTY of Major
Components
TICKETS/BLNK/SNGIStandard ticket roll ty 100or $38 $29 1 0
morel
TICKETS/STIJBIADH Sticky backticketro ty 55 Wor $39 $32 100
more)
LABEL EXr KEY BRO Alphanumeric label forextended $60 $30 20
key board
ec argea e Batteiy
Rechargeable a ery
146545 om canister $265 212
—RrCAT100003452 Ben preven a e maintenance $66 $53 5
cleaning kit
e Recommended 3pare Parts List will e purchased on an as needed asis w fth a percent Iscoun o
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.
Exhibit B—Price Schedule
City Secretary ContractNo.
Exhibit C
Sole Source Justification
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: Transportation and Public Works
Name of Contract Manager: Peter Elliott
Department's Attorney: Chris Austria
Item or Service sought:
Goods: Parking stations including pay and display, pay
by plate, pay by space units and related software
Service: Installation, back office &pay system connectivity
Anticipated Amount: $750,000 over 5 years Vendor:
Parkeon Incorporated dba Flowbird
Current/Prior Agreement for item/service: Yes X No
CSC or Purchase Order#: 47778
Amount: $460,000
Projected M&C Date: October 2020
How will this item or service be used?
Exhibit C—Sole Source
City Secretary ContractNo.
The City of Fort Worth intends to continue to maintain and operate 154 pay stations connected
via one back office system with real time remote management capability, multiple payment
options and real time connectivity via a cloud based system covering over 1200 spaces within the
City's parking system. This system also connects over 200 additional spaces of smart meters
made also by Flowbird.
The City plans to add new pay stations to replace older units and to replace single and multiple
space POM coin operated units as we move into the future. The total parking system as it stands
includes (1) simple POM single and multiple space coin operated meters
(2)Multi space Flowbird/Cale parking meters with smart card payment options
(3)Flowbird pay stations and
Mobile phone payment option.
The Flowbird options of smart card meters and pay stations covers the most highly used spaces
in the City of Fort Worth abothose spaces account for in excess of 82% of total coin and credit
card revenue. The City also intends to add new value to the system by continually adding new
pay stations to the existing system as the simple coin operated meters are phased out ofoperation
over time.
Section 2: C'lAmed F,xemntion and Justification (Otherthan sole source)
NOTE-For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety o f the
City of Fort Worth's residents;
A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
A procurement for personal, professional, or planning services;
A procurement for work that is performed and paid for by the day as the work
progresses;
A purchase of land or aright-of-way;
Paving drainage, street widening, and other public improvements, or related
matters,if at least one-third of the cost is to be paid by or through special assessments levied
on property that will benefit from the improvements;
A public improvement project, already in progress, authorized bythe voters of the
Exhibit C—Sole Source
City Secretary ContractNo.
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
A payment under a contract by which a developer participates in the construction
of a public improvement as provided by Subchapter C,Chapter 212;
Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business &Commerce Code;
• by a political subdivision of this state,a state agency of this state,or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Services performed by blind or severely disabled persons;
Goods purchased by a municipality for subsequent retail sale by the municipality;
Electricity; or
Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Section 3: C'lAmed Sole-Source Exemption and Justification
NOTE- For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies tothe purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
X *A procurement of items that are available from only one source,including:
The two highlighted items below.
• items that are available from only one source because of patents,
collyights.secret processes.ornaturalmono olh monopolies:
Exhibit C—Sole Source
City Secretary ContractNo.
• films, manuscripts, or books;
• gas,water,and other utility services;
• captove replacement parts orcomponents forequipmente
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Flowbird is the sole manufacturer for the Strada multi space station of which we have a total of
154 units, 110 of which are currently configured with 3G modem antenna and kit which will be
obsolete from the cellular carriers TMobile in December 2020 and AT&T December 2021 in
order to operate,those units will need an upgraded 4G antenna and kit which can only be
supplied by only Flowbird for those Strada units. The CaleMax meter which is a part of the
whole Flowbird network is also supported by the one single backoffice system (Parkfolio) also
provided by Flowbird which also covers the pay stations as well. The combination of hardware
product and software is unique.
Research completed on all other pay station and smart meter manufacturers such as IPS,T2,
POM,McKay cannot supply all of these various type of units nor provide the combination of
multiple types of units and back office services provided by Flowbird.
Each existing company out there provides some or part of the service but cannot provide the full
combination suite that Flowbird provides with hardware,software and services and none can
provide all parts together to meet the threshold of what the City of Fort Worth already has in
place, thus making such a venture almost impossible financially or from a-technology standpoint.
IPS one other supplier offers retrofit meters and stations at considerable cost above and beyond
existing investment which would be very expensive for the City of Fort Worth and they would not
be able to provide the required software and back office systems that we currently have with
Flowbird that enables remote push of data to stations and vice versa including rate changes
essential in a dynamic environment with multiple changes. One such example is the current unique
and unusual service provided to the West 7th District with pay by plate units utilizing pay and
display process for vehicles and enforcement via pay by plate technology as provided by the
overlap of Vigilant and Flowbird technologies, lastly there are multiple rates and services with
conditions at varying times of the day which is complexed to duplicate, the overall combination of
hardware,software and service is unique and thus not replicable.
T2 another such supplier cannot and does not retrofit existing stations nor do they provide a single
or multiple space smart meter which is networked with the pay stations in the Flowbird back office
system.
MacKay meters does not provide retrofits for existing meters and cannot push rate change data or
link together existing Strada and Flowbird units in a back office system.
Exhibit C—Sole Source
City Secretary ContractNo.
Pom cannot provide pay stations and while they do provide smart and simple meters which we
have experience with cannot provide the full range of products to be considered a possibility.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches,searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
1. MacKay Meters website - httpsV/www.mackaymeters.com/ see enclosed MacKay list
of products document.
2. IPS— See enclosed IPS Data management system (Back office and detail contained
within)
3. httpsJ/www.t2systems.com/home
4. htti)J/i)om.com/
5.
6.
IPS_DMP V14-22130 MacKay-Meters-Pro
.pdf duct-Catalog-2019.p
Did you attach a sole source justification letter? —Yes—X yes no
See sole source letter from Flowbird and also sole source document previously granted for
CaleMax meters to Parkeon aka Flowbird.
1='1 EM
Fort Worth Sole SS TPW Parking -
Source 6.2.2020.pdf Cale Meter.pdf
Describe the uniqueness of the item or service (e.g.compatibility or patent issues, etc.).
The Flowbird offerings on pay stations that meet our needs pay and display, pay by plate and pay
by space and the capability to mix offerings as in West 7thwith pay by plate, using pay by
display technology and combining multiple rates with conditional parking allowances makes for
an extremely unique service.
Additionally the parkfolio service which combines all pay stations into a remote back office
management system which is also able to combine the Cale meter base within that same
Flowbird back office is a unique service.
The possibility of switching to another supplier is also remote and not likely as our current
physical stock of pay stations and meters would have to be retrofitted to work in tandem and no
Exhibit C—Sole Source
City Secretary ContractNo.
supplier has been able to make the retrofit for the Strada pay stations which the City of Fort
Worth currently has in stock. The combination of the various offerings by Flowbird, the pay
stations of the varying type, the single and multiple space smart meters all accessible remotely
from the Flowbird backoffice system and the ability to change rates and to drive rate change and
other detail to the units remotely are all unique and unusual offering and in combination
makes the offering even more distinctive that any other suppliers that can offer one or two of
these offerings in tandem. The ability also of Flowbird to upgrade all the current 3G modems on
110 units with a 4G kit and antenna is also a unique offerings on these stations that we currently
have which is not available by any of the other suppliers.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? Yes No.
Was there anything attached to this form that was relied on in making this determination?
V Yes No.
If yes, please explain: _Documents attached on previous page includingsole source letter,
_screenshots, and webpages.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes V No.
If yes,please explain:
Will the standard terms and conditions apply? V/ Yes No.
Will the contract require special terms? Yes No.
Will the contract require review by the department attorney? V Yes No.
Approved By:
Date: 6.24.2020
T for Paris/Jo Pate
Assistant City Attorney
Exhibit C—Sole Source
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City
purchases.If you have questions about the information provided or need additional information,
please contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include
ambulance services; solid waste collection and disposal; and first-responder safety
equipment such as breathing apparatus for firefighters and bullet-proof vests for police
officers.
2. A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance
or replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co.v. Cray Water Co., 160
S.W.2d 102(Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has
also opined that"professional services"no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the
person while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service.A sole source does not exist sole ly
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
Exhibit C—Sole Source
City Secretary ContractNo.
authorized to work on the equipment by the manufacturer and allowing another vendor would
void the warranty;purchase of a good that is copyrighted or trademarked and only provided by
one vendor.
Exhibit C—Sole Source
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
BENOIT RELIQUET
40 TWOSOME DR.STE. 7
MOORESTOWN NJ 08057
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 Formthat has been
properly executed by Vendor.
1. Name: L1
Position: �L s C 0,Z-0
Signature '
2. Name: '
Position: ! �,
f'
Signature,;`
3. Name:
Position:
Signature
Name: 6-G0 U
Signature of President/CEO
Other Title:
Date: (L.Zm�,e<—
Exhibit D—Verification of Signature Page 32 of32
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0950
LOG NAME: 2020PAY STATION CONTRACT
SUBJECT
(CD 7 and CD 9)Authorize a Sole Source Agreement with Parkeon, Inc., in an Amount Not to Exceed$660,000.00 for an Initial Term of Three(3)
Years,for Product and Services of Pay and Display Parking Meters for the Transportation and Public Works Department
RECOMMENDATION:
It is recommended that the City Council authorize a sole source agreement with Parkeon, Inc., in an amount not to exceed$660,000.00 for an
initial term of three(3)years,with two one-year renewal options,for pay and display parking meter products and services for the Transportation
and Public Works Department.
DISCUSSION:
On March 1,2016, Mayor and Council Communication (M&C P-11839)City Council authorized the execution of an agreement with Parkeon, Inc.,
for parking equipment and services for the Transportation and Public Works Department.The contract began on March 2,2016,and ends with the
last of two one-year renewals on March 1,2021.
The Transportation and Public Works Department(TPW)will use this agreement to purchase additional on-street parking pay stations, smart
meters, back office connectivity and, repair parts to keep the parking infrastructure operational.The City currently has 3,200 metered parking
spaces throughout the Fort Worth Central Business District,the University/Berry Street District,the West 7th Urban Village, Cultural District,and
the Hospital District.
Since February 2012,the City of Fort Worth has bought and installed over 274 parking pay stations and smart meters for high demand parking
areas.These pay stations and meters account for over 60 percent of all parking transactions and total metered parking revenue. Parking pay
station transactions are completed via coin and credit and debit cards.Through the use of parking pay stations,the City has been able to sustain
improvements in parking meter uptime, in excess of 99.5 percent, and maintain 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,thus extending the ease and
simplicity of the parking process for the public.On June 24,2020,a sole source exemption justification was requested and approved through the
City of Fort Worth's Purchasing and Law Department's for Parkeon related products and services,including Parking Pay Stations such as pay and
display, pay by plate, pay by space units and smart parking meters that enable the use of credit and debit cards and related software for all back-
office operation&pay system connectivity,thus making these products and related services exempt from competitive bidding requirements.
This agreement includes the purchase of pay and display parking stations and smart meters in the first three years and includes shipping,onsite
training,installation,and a three-year warranty on each station,in an amount not to exceed$660,000.00 for an initial term of three(3)years or
$220,000.00 per year. This agreement also includes annual fees(including service,maintenance,gateway,and license fees).
BID ADVERTISEMENT-This procurement is exempt from the competitive bidding requirements as provided for under Section 252.022(7)(A)of
the Texas Local Government Code because Parkeon. Inc.,is the sole provider of parking station and meter products and services.
Office of Business Diversity-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by
the OBD,in accordance with the BDE Ordinance, because the M/WBE Waiver is based on the sole source information provided to the MWBE
Office by the managing department's project manager.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget,as previously appropriated, in the Municipal Parking Capital
Project Fund for the Parking Garages project to support the approval of the above recommendation and execution of the agreement.Prior to an
expenditure being incurred,the Transportation and Public Works Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: William Johnson 7801
Additional Information Contact: Tanya Brooks 7861