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HomeMy WebLinkAboutContract 50340-R1 DocuSign Envelope ID:7471DBDB-A497-49D0-9721-BCF1C96A8576 CSC No. 50340-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE January 31,2022 SP Plus Corporation Nicole Hankins, Senior Vice President 1700 Pacific Ave. Suite 1890 Dallas,TX 75201 Re: NOTICE OF CONTRACT RENEWAL City Developer Agreement CSC No.50340(the"Contract') Renewal Term No. 1:April 2,2022 to April 1,2023 The above referenced Contract will expire on April 2,2022.Pursuant to the Contract,contract renewals are the sole option of the City.This letter is to inform you that the City is exercising its right to renew CSC No.50340 for an additional year period,which will begin immediately upon the expiration of the current term and will end on April 1,2023.All other terms and conditions of CSC No.50340 remain unchanged.Please return this signed acknowledgment letter,along with a copy of your current insurance certificate,to the address set forth below,acknowledging receipt of the Notice of Contract Renewal. If you have any questions concerning this Contract Renewal Notice,please contact me at the telephone number listed below. Sincerely, Peter Elliott,Parking Manager TPW,Parking Services 311 W 1011'St. Fort Worth,TX 76102 817-392-7977 I hereby acknowledge receipt of the Contract Renewal Notice for CSC No.50340 for a one-year period ending on April 1,2023. Nicole Hankins 2/21/2022 aaa4nn� By: Date: oaf FORT dad o °o°oo°° Printed Name and Title D°°uSignedby: ��o°° °°00- N66b- �Mklt&s d 1_6 °01t� 09 °=d 60D&9$A� 48469— ° o P. Signature P�a °°°°°°°°°° �,d a4 nEX p5o4p CITY OF FORT WORTH: ATTEST: 19ana 24L( hd%ff S aeea�al lz Dana Burghdoff(Mar 8,202210:37 CST) J ette S.Goodall(Mar 8,202210: ST) Dana Burghdoff,Assistant City Manager Jannette Goodall,City Secretary Date: M&C No.G-19194 Date Approved: 12/12/2017 Form 1295 Certification No.:N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID:7471DBDB-A497-49D0-9721-BCF1C96A8576 CSC No. RECOMMENDED BY:Wi(Mar 8,202209:1 ST) William Johnson,TPW Director APPROVED AS TO FORM AND LEGALITY: Christopher Austria,Assistant City Attorney Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Pew C-Q� Peter Elliott(Feb 22,202216:54 CST) Peter Elliott,Parking Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRT��i COUNCIL ACTION: Approved on 12/12/2017 -Ordinance No. 23048-12-2017 REFERENCE 20RESIDENTIAL PERMITTED DATE: 12/12/2017 NO.: G-19194 LOG NAME: PARKING PROGRAM ORDINANCE CODE: G TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Adopt Ordinance Amending Chapter 22, Article VI Stopping, Standing and Parking of the Code of the City of Fort Worth, Texas (2015)to Add Sections 22-180 Through 22-186 to Add a Residential Permitted Parking Program to Address Parking Issues in Residential Areas Near Nonresidential Parking Generators (COUNCIL DISTRICTS 2, 3, 7 and 9) RECOMMENDATION: It is recommended that the City Council adopt the attached ordinance amending Chapter 22, Article VI Stopping, Standing and Parking of the Code of the City of Fort Worth, Texas (2015) to add Sections 22-180 through 22-186 to add a residential permitted parking program to address parking issues in residential areas near nonresidential parking generators. DISCUSSION: This M&C provides for the creation of a Residential Parking Permit Program to manage the impact of spill over on-street parking generated by nonresidential parking generators that are adjacent to residential areas. The Residential Parking Permit Program creates a manageable environment where by on-street parking spaces can be effectively available for parking by abutting residential users without competition from adjacent nonresidential commercial parking generators. At the December 5, 2017 City Council Work Session, staff briefed City Council on the specifics of the recommended ordinance and the comments that have been received from residential users in the existing three geographic areas where Residential Parking Permit Programs exist. Currently, Bluebonnet Hills and North Hi Mount Neighborhood Associations have neighborhood administered programs. The City of Fort Worth administered a pilot program in the Arlington Heights Neighborhood from January— March 2017. This pilot received positive feedback from the neighborhood on the benefits of the program. Transportation & Public Works staff met with all three of the above mentioned neighborhood associations to discuss the proposed program as in the attached ordinance and obtain feedback. The areas included in the ordinance are neighborhoods adjacent to major land uses that generate spillover parking and the level of spillover parking was determined by parking utilization studies. The major land uses include Will Rogers Memorial Center/Dickies Arena, Texas Christian University and University of North Texas Health Science Center. The Stockyards and Magnolia Village areas are major land uses included in the ordinance but further parking utilization studies need to be conducted prior to inclusion into the program. A map will be maintained by the Transportation and Public Works Department of the specific street segments included in each Residential Parking Permit area. The program will be administered via contract with online and in person options for purchasing permits. A resident may receive pa ehase up to a maximum of three permits. The permit fee is $25.88 pen,permit amid that fee The first permit includes up to two vendor permits per resident. Also included in the permit fee are temporary parking permits that are valid for a period not to exceed twenty-four hours. In the event an existing Program area would desire expansion of a Program to other street segments, the neighborhood association or abutting property owners along the new street segments, would be required to pay for additional No Parking signage as these areas become effective. This M&C does not request approval of a contract with a business entity. http://apps.cfwnet.org/councll_packet/mc review.asp?ID=25442&councildate=12/12/2017 3/16/2018 M&C Review Page 2 of 2 This applies to COUNCIL DISTRICTS 2, 3, 7 and 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Transportation and Public Works Department will be responsible for the collection of fees under this program. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Douglas Wiersig (7801) Additional Information Contact: Samuel Werschky (6080) ATTACHMENTS resd parking ord fina112.1.17 (002).docx http://apps.cfwnet.org/councll_packet/mc review.asp?ID=25442&councildate=12/12/2017 3/16/2018 AGENCY CUSTOMER ID: 570000025472 LOC#: A�ORD ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services central , Inc. sP Plus corporation POLICY NUMBER see certificate Number: 570090629207 CARRIER NA IC CODE see certificate Number: 570090629207 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations/Locations/Vehicles: money orders, and counterfeit currency. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD 3 �.2 . . .: � cITY SECRETARY � " ; CONMUN0. LL3�LL t +n'�� PROFESSIONAL SERVICES AGREEMENT tt G Y t� SPPlus Corporation,SPPhis is PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into try a4d between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and SP Plus Corporation, a Delaware Corporation ("Vendor"), each individually referred to as a "party" and collectively referred to as the"parties," AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement E 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. I 1. SCOPE OF SERVICES. The ability to support the issuance and administration of annual permits, one day, and/or up to 30 day permit passes.Exhibit"A,"-Scope of Services more Specifically describes the services to be provided hereunder. i 2. TERM. This Agreement shall begin on April 2,2018 ("Effective Date") and shall expire on April 2,2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to 2 (1)one-year renewal options. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule.The Total payment made under this Agreement shall not exceed$48,000.00 per year. The first year under this Agreement will address the three (3) identified generators areas which are: Will Rodgers j Memorial Center/Dickies Arena,Texas Christian University and University of North Texas Health Science. The Total amount is constituted by the following fees.One year permit costs of$3,287.05 for 1490 permits to start the program; Monthly program costs of$1,900,00 for a total of$22,800.00 per year; Additional. permit costs beyond the first.1,000 permits within the first three parking generator areas of$2.00 per permit per month with a ea on this agreement not to exceed$.48,000,00 per year,The payment b the City shall P P g' P' Y ' p'Y Y Y be a monthly invoice based on the combination of these costs for twelve (12) months. City shall not be liable for any additional expenses of Vendor or additional services not specified by this Agreement unless City first approves such expenses or additional services in writing. 3 3 f Professional Services Agreement Page 1 of 16 ? r , 4. TERMINATION. 3 4.1. Written Notice. City or Vendor may terminate this Agreement A any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-ap ro riation 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 j payments herein agreed upon for which funds have been appropriated or for which services have actually been rendered. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement tip 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. i 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. t 5.2 Confidential Information.Vendor,for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. The; term City j Information will not, however, include information which(a) is or becomes publicly available other than as a result of a disclosure by Vendor, (b) is or becomes available to Vendor on a non-confidential basis from a source (other than city) which, to Vendor's knowledge, is not prohibited from disclosing such information to Vendor by a legal, contractual or .feudatory obligation. to City, or (c) is independently discovered,developed or arrived at by Vendor. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and 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 informmation has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. k i i 3 7� 7 Professional Services Agreement — Page 2 of 16 i 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 andrecords,including, but not limited to,all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. .INDEPENDENT VENDOR. It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive ri-ht 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 subVendo.rs, Vendor acknowledges that the doctrine of r•espondeat 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 enteiprise between City and Vendor. It is further understood that City shall in no way j 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. E 8. LtABILITY AIND INDEMNIFICATION. i i 8.1 LIABILITY- VENDOR,SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND I ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING � DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, .ITS OFFICERS, .AGENTS, SERVANTS OR EMPLOYEES 8,2 GENERAL INDEII-INIFICATION- VENDOR HEREBY COVENANTSANDA GREES TOItVDE•MNIFY,HOLD HARNILESSANDDEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINSTANYAND 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 RESUL TING LOSTPROFITS)AND/OR PERSONA LINJURY,INCLVDINGDEATH, 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 cast and expense, Any claim or Action against City for infringement of any 3 patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the 1 Professional Services Agreement Page 3 of 16 I E E i software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;however,and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement,City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;however,Vendor shall fully participate and cooperatewith City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement.or compromise,such use is materially adversely restricted,Vendor shall, at its own expense and as City's sole remedy,either. (a)procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non- infringing,provided that such modification does not materially adversely affect City's'authorized use of the software and/or documentation;or(c)replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City for services not actually rendered, subsequent to which termination City may seek any and all remedies available to City under law. i i 9. ASSIGNMENT AND SUBCONTRACTING. I 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. Therefore, the Vendor shall be l responsible of payment to subcontractor(Parkmobile) in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. 10. INSURANCE Vendor shall provide City with certificates) 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 �E to this Agreement: } 10.1 Coverage and Limits i (a) Commercial General Liability; $1,000,000- Each Occurrence i Professional Services Agreement Page 4 of 16 i i 3 i $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 coarse of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation; Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors &Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O.Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted.to City to evidence coverage. 3 10.2 General Requirements k (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear,The team City shall j .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. i (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200'Texas Street,Fort Worth,Texas 76102,with copies to the Foil Worth City Attorney at the same address. 1 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current Professional Services Agreement - Page 5 of 16 A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating; is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. I 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. i 12. NON-DISCRIMINATION COVENANT. E 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 E 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 LIAI3I.LITY AN.D TO .INDEMNIFY AND DEF-END CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. i 13. NOTICES. j Notices required pursuant to the provisions o.fthis Agreement shall be conclusively determined to have been delivered when (1) liand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY; To VENDOR: City of Fort Worth SP Plus Corporation, Attn:Jesus J.Chapa,Assistant City Manager Attn:Thomas L. Hagerman, 200 Texas Street Executive Vice President Fort Worth,TX 76102-6314 3391 Peachtree Road, Suite 330 Facsimile: (817)392-8654 Atlanta,GA 30326 With copy to: SP Plus Corporation E With copy to Foil Worth City Attorney's Office at Attn: Legal Department � same address 200 East Randolph Street,Suite 7700 I Chicago,IL 60601 Professional Services Agreement Page 6 of 16 I 1.4. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall,during the tern of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Vendor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of eitherparty who responds to a general solicitation of advertisement of employment by either party. i 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. i 16. NO'b MVER. 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.Vendo.r's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW 1 VENUE This Agreement shall be construed in accordance with the laws of the State o.fTexas,If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shal l tic in state courts located in Tarrant County,Texas or the United States District Court.for the Northern District of Texas Port Worth Division. i 3 18. SEVERABILM. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, t legality and en oreeability of the remaining provisions shall not in anyway be affected or impaired. I 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 majeum 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. 3 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. i i f f Page 7 of 16 Professional Services Agreement b 1 21. REVIEW OF COUNSEL. I i 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, 13,and C. i 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. 1 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 j prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. i 24. COUNTERPARTS. i 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. f Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either (a) rise 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. IMMIIGRATION 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 f 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 i 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, ORLICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. E f E E 1 ! I 3 Professional Services Agrecnient Page 8 of 16 27, OWNERSHIP OF WORK PRODUCT, F City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). The term Work Product shall be limited to tangible deliverables created specifically for City underthis Agreement and shall specifically exclude Vendor's pre- existing intellectual property. Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product, Ownership of the Work Product shall inure to the benefit of City from the (late 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 aniended.If and to the extent such Work Product,or any part thereof, is not considered a"work-tnude-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 r ights 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, j may he 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 i 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 i 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 808,00.1 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor; (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. Professional Services Agreement Page 9 of 16 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 2nd E day of April 2018. I (signature page follows) f 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: ��y—*� this contract,including ensuring all performance and Name: Jesus J. Chapa reporting rcc{uircm €s. Title: Assistant City Manager Date: r 'F By: V 11r ame: Peter Elliott APPROVAL RECOMMENDED: Title: Parking Manager APPROVED AS TO FORM AND LEGALITY: tj By: Name; 6oug Wiersig ;;, o t Title:Director of Transportationcitltc1 s :,By. 9 Name: ss1ca ngsvang !_'t {;r, ATTEST: $ �� �,E!, Title: ssistant City Attorney i y NTRACT AUTHOItILATION: r '1 By. N e: a use "^ ' Potm I295 CVift ertif cation No.: ttle: Li` Sec tary i VENDOR: SP Plus Corporation,SP Plus ATTEST: By: By: Name: Thomas L. Hagerman Title: Executive Vice President j E Date;: February 27, 2018 Professional Services Agreement Page 10 of 16 i I SCOPE OF SERVICES SP:Plus Corporation in conjunction with Parkmobile will deliver the following items to the City for the Residential Permit Parking Program on April.2,2018: • Website for back office administration by the City of Fort Worth's residential parking team to be I able to oversee the program and to review and verify stored information for each application relative to the issuance of permits within the program. • Access to Parkmobiie`s integrated enforcement database related Parking Compliance Tech(LPR) • Customer interface(Residents of Residential Street within a designated areas)residents can register,apply and manage account information online 24x7. i • Capabilities to print temporary passes(one day and/or less than 30 day passes)and email notifications(ability to pick up sticker and/or passes). In the case of temporary passes there must 3 be a 24 hour delay period for passes to become effective after completion of application.Upon completion of application, the permit system must create an effective date and time which starts the 24hour clock and sets the effective date 24 hours ahead of the completion date. • City staff will have accessibility to change Parkmobile website related to Residential Parking System without any additional charges to the City of Fort Worth. (Within 48 hours of request) E • Also unlimited temporary permits must be issued sequentially by neighborhood,with each temporary permit starting with the month of issue, the year of issue, license plate number and a five digit number following, so each permit will have an i 1 digit number. If vendor printed temporary permits for resident it will not incur any charges to the City of Fort Worth. j • System configuration(will incorporate permit types with sequential numbers and a maximum required limit on.number of permits is five(5)per residence).All annual permits mast be { sequential within the year of expiration by neighborhood and a six digit number following,so each annual permit will have a six digit number. • The vendor personnel must adhere to the City's Residential Permit Parking Ordinance and I Administrative Policy and Procedures under this Agreement. Vendor must be able to store 3 application data for residents including proof of residency hrfonnation(driver's license,utility bill, lease document etc.) and verify upon issuance of permits.This data must be secured and vendor system must be PCIA compliant. • Vendor must provide two physical locations,one in the central business district, and the other in one of the three currently approved residential permit areas where residents can pick up permits i or apply for permits if they have no access to the internet.The vendor will print application for residents and input resident data into the Resident Parking System and verify required documents upon issuance of permits without any addition charges to the City of Fort Worth, f Pa e 11 of 16 Professiaaal Services Agreement b • The vendor has agreed to revisit Price Schedule based on the first 1,000 permits Afee,any permits over the first 1,000 permits-will eest-$-2-,Wper•-pennWpef-rnortth,-pen-nit-,issued-bo-yend- — 2000 in a year will be reduced to$1.00 per permit per month. • LosVikeplacernent of permits,the vendor will not exceed the maximum number of five(5) permits per residence.The resident must provide a signed affidavit stating they have lost the original permit.The vendor roust forward affidavit to City staff for review and approval before issuance of permit.This administrative process will not carry any charge to the City, • The first year of the annual permit process will start with the three neighborhoods mentioned, Arlington Heights (AHNA), Blue Bonnet Hills(BBII)and North Hi-Moiint(NUM).Vendor must provide annual permits in the following numbers for the initial order.Annual permit requirement for the initial order will be 1490 permits,with 895 sticker permits and 595 hangtag permits and unlimited for one day and/or up less than 30-day temporary passes. i 1 i i 3 I 3�3 3 4 { 3 I 3 f E E I I 1 E Professional Services Agreement Page 12 of 16 I A e. .EXHIBIT B PRICE SCHEDULE I I cost: ParkMobile Listed below and Attached First 1,000 permits Issued are free, any permit over 1,000 cost is$2.00 per month Security and Support Fees Including, Hosting Fee, Maintenance Fee, Tier Ii Technical Support, Integrated Enforcement Database Access: Arlington Heights; $500.00 per month Blue Bluebonnet Hills: $300,00 per month North HI Mount.: $300.00 per month Tier 1 Customer Support fees as follows; Arlington Heights: $150.00 per month Bluebonnet Hills: $1.00.00 per month North High Mount. $100,00 per month Permits--window stickers— Minimum Order 150 � Arlington,Heights $450.00 (200 stickers) Bluebonnet Hills $338.00(150 stickers) North Hi Mount$338 (150 stickers) Vendor Hang Tags AHN $427.60 (200) l Bluebonnet Hills $362.50 (.150) North.HI Mount$362.50 (150) ! 3 5P* Administrative Fee 3 AHN: $160.00 per month Bluebonnet Hills: $150,00 per month North HI Mount` $150.00 per month i All costs are summarized in the attached chart. 9 I t f E F€ E t Professiond Services Agreement v-Exhibit C P-,il a 13 of 16 :EXHI.BIT B PRICE SCHEDULE 3 SP Plus+P1lrkmoblie Support Fee No omits; ftitkars NantTags TOTAL ONETIMECOSTS Slickeu 993 > $ 2.25 Each f aa13.7s Hang Tags 545 �- $ 214 Each $ 1,273.30 1490 Nellhborhood Breakdown Rickets Want Tags TOTALONETIME COSTS AHNA Stltlert Say $ 1,161,25 i HangTagf 749.00 1,930,2S asH stickers 160 tlooglags 105 124.70 $ 384,10 HIIN1 Stickers 210 -- $ 472.50 4 HangTags 140 $ 772,10 $ 3,257.65 ON 601NG MONTHLYCOSTS Pa€kmohlliPermlts 10,000free TOTAL d10NTHLYCOSTS 00parmltx Illee $2 Each 1490 1000 450 490 $990 - - i Nola SPfAdminFee Parkmobllesupport i Ne%hharhoad Breakdown AHNA - $574.16 $ 150.00 $ 650.00 $1,374-86 tag $175,20 $ 150.00 $ 400,00 $725,20 NHM —} $229.94 $ 150,00 $ d00:00 $771,94 $2,800.00 $6,167.05 COMOINE0 TOTALS litldonth fulareMonths FlrstYear AHNA T- $3,305.11 $1,374.16 $11,49.$7 $1,309,50 $72510 $9,287,OS 3 NHM -> $1,552.04 $779.14 $10,131A3 I $6,167.05 $2,880:00 $17,847,65 i Professional Services Agreement Pale 14 of 16 EXHIBIT B PRICE,SCHEDULE i Provided as an attachment to Exhibit B of the PSA designating a specific project or location Project Name.City of Fart Worth TX bb _,,;fir h - : -,S _i. ay;• .' .,: .� '. :"Y "' -.. '.k 's's, e;:•-zi''" -k- `-`'sa,c+'-3 ,a � ra Item Description Units Rate Setup Fee 1.1 I Basic Set-up Fee 1 $ 1,000,00 Paid during Pilot 1.2 Baslo Client-Branded Website Header 1 Included in Basic Set-up Fee Included 1.3 Enhanced/Interactive Client-Branded Wabsite&Footer 0 $ 2,500.00 $ - I i 1.4 Initial System Training(per hour)(excludes travel) 8 hrs Included in Basic Set-up Fee Included 1.5 Custom Development(perhour) 0 $ 165.00 $ — - _ T+?tatSetu� Pa€d_duringRllat y a?-- -r:,—.'•- �s+R?Y" `'_ s" ,y -r-a :..a '-'r'� =L.=`fi5- 3 ,...`,'..- ?$`^�--s�.';?3"E.`�' .. xx`,::"; ,. !y-' '-s °� .r3'fix 3. Item Service Description o. 2A Security&Support Fees(Arlington Heights) $500.00 1 2.2 Security&Support Fees(Bluebonnet Hills) $300,00 2.3 Security&Support Fees(!North Hi Mount) $300.00 2.4 Tier I Customer Support(Arlington Heights) $150.00 2,5 Tier I Customer Support(Bluebonnet Hills) $100.00 2.6 'Tier I Customer Support(North HI Mount) $100.00 2 Service Fee for Residential Permits Tier I(first 1,000 monthly Included In Security&Support Fees Above permits) 2 8 Service Fee for Residential Permits Tier ii(1001-MOO $2 00 monthly permits) 2.9 Service Fee for Residential Permlis Tler i II(over 2000 monthly $1 00 permits) i 2.10 Service Fee for Visitor Permits Included wllh Service Fee for Residential Permits 2.11 Hosting Fee Included In Security&Support Fees Above 2.12 Ma€ntenance Fee Included In Security&Support Fees Above 3 213 Tier 11 Technical Support Included In Security&Support Fees Above 2,14 Integrated Enforcement Database Access Included In Security&Support Fees Above I 2,15 Administrative Support(Processing ofPermitAppiications) Excluded 2.16 jDataMigration Excluded Item Description� 3A Service Fees listed above will be In eIfectfor the duration of the contract and any renewals. 3.2 Modifications to Client's branding and/or permit workflows after launch will be billed at the Custom Development rate E Credit Card processing fees at the rate of 3%plus 15 cents/transaction,are Client's sole responsibility.Client will reimburse Parkmobile for all j 3'3 credit caret processing costs attributable to the Service, 3A Parkmob€ie shall offer On-Site Training&Support upon request by Client(all travel reimbursed at cost). 3.5 Any additional program enhancements will be quoted and charged to Client at$165 per hour. 3,6 Pricing includes Client's use of Parkmobile's active integration(s)with 3rd-parties and applicable software solutions. 3,7 Phone support will be offered from 8 am to 5 pm EST,Monday—Friday(phone number 866-524-2334).Calls received outside of these hours will be directed to an informational voicemall with the option to leave a message.Calls will be returned within 2 business days. Email support will be offered from 8 to 5 pm EST,Monday—Friday(email address permlts@parkmobileglobal.com).Emails are responded to In 3.8 the order in which they are received.Response time depends on current volume with the average response time being less than or equal to 2 businessdays. 3.9 Customer support also Includes an enhanced FAQ art€cle and enhanced email templates which provide permit holders with customer support phone numbers and email address. 3,10 Client may terminate the Customer Service support by notifying Parkmoblle in writing ten(10)days In advance. I Professional Services Agreement Page 15 of 16 1 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution., ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Forth in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: i Signature 2. Name: i Position: I Signature 3. Name: I Position: I Signature Name: Signature of Thomas L. .Hagerman i� f Other Title: Executive Vice President Date: February 27, 2018 1 Professional Services Agreement Page 16 of 16 I 3