HomeMy WebLinkAboutContract 62791City Secretary Contract No. 62791
fORTWORTH®
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rnle municipal corporation, and
SURVISON LLC ("Vendor"), a Florida limited liability company, each individually referred to as a
"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1.This Vendor Services Agreement;
2.Exhibit A-Scope of Services; and
3.Exhibit B -Payment Schedule.
All Exhibits, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes.
1.Scope of Services. Vendor will provide mobile license plate recognition equipment and
software ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein
for all purposes.
2.Term. This Agreement begins on the date signed by the Assistant City Manager
("Effective Date") and shall expire one ( 1) year from that date ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s)
( each a "Renewal Term").
3.Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed Fifty Thousand and Two Hundred Dollars and Zero
Cents ($50,200.00). Vendor will 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 will not be liable for any 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 at least 30 days' written notice of termination.
=================================== OFFICIALRECORD Vendor Services Agreement
SURVISON LLC
CITY SECRETARY
FT. WORTH, TX
City Secretary Conh'act No.
4.2 Non-a�propriation of Funds. In the event no fiulds or insufficient funds are
appi•opriated by City in any fiscal period for any payments due hereundei•, City will notify Vendor
of such occui•rence and this Agi•eez��ent will terminate on the last day of the fiscal period for which
appropriatioi�s were received without penalty oz� expense to City of any lcind whatsoever, except as
to the poi�tions of the paymeilts herein agreed upon for which fiinds have been appropriated,
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of te��mination and Vendor will continue to provide City with services requested
by City avd in accordance with this Agceement up to the effective date of termination, Upon
tarmination of this Agreement for any reason, Vendor will provide City with copies of all
completed or pa��tially completed docwnents prepac�ed under this Agreement. In tlze event Vendor
has received access to City Information or data as a requirement to,perform se�vices herewider,
Vendor will ret��rn all City provided data to City in a machine-readable format or other farmat
deemed acceptable to City,
Disclosure of Conflicts and Confidential Informaiion.
5.1 Disclosut•e of Conflicts. Vendor hez•eby 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 intei•est ai•ise 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,
agi•ees tl�at it will h•eat all infoi•mation provided to it by City ("City Information") as confidential
and will not disclose any such infoz•mation to a third party withottt the prior writCen approval of
City.
5.3 Public Infoz��nation Act, City is a government entity under the laws of the State of
Texas and all docuinents held ot• maiz�tained by City are subj ect to disclosure undei• the Texas Public
Information Act. In the event there is a request foz� infoz•mation marlted Con�dential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosui•e, A determiiiation on whether such reasons are sufFcient 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 must store and maintain City Infox•mation in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to hava been cozx�promised, in which event,
Vendor will, in good faith, use all comine�•cially reasonable efforts to cooperate with City in
identifying what information has beezl accessed by unauthorized means and will fully cooperate
with City to protect such City Information fi•om fui�ther unauthorized disclosure.
6. Ri�ht to Audit. Vendoi• agi•ees that City will, until the expiration of tlu•ee (3) yeai•s after
�nal payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at z•easonable times any directly pe�-tinent books, documents,
papei•s and records, including, but not limited to, all electronic records, of Vendor involving ti•ansactions
relating to this Agreement at no additional cost to City, Vendoi• agrees tIiat City will have access during
normal worlcing hours to all necessaiy Vendor facilities and will be provided adequate and appropriate worlc
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City Secretary Contract No.
space in order to conduct audits in compliance with the provisions of this section, City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractoz�. It is expressly understood and agi•eed that Vendoi• will operate
as an independent conti•actor as to all i•ights and privileges aud work performed undei• this Agreement, and
zlot as agent, repz�esentative or employee of City. Subject to and in accoi•dance with the conditions and
provisions of tl�is Agc•eement, Vendoi• will have the exclusive rigl�t 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 subconh'actors. Vendol• acicnowledges that the doctcine of ��espondeqt si�perio��
will iiot apply as between City, its offtcers, agents, servants and employees, and Veudor, its officers, agents,
employees, sei•vants, contractors, and subcont►•acto�•s, Vendoi• fui•thei• agrees that nothing herein will be
consh•ued as the creation of a partnerslaip or joint enterprise between City and Vendoi'. It is fi�rther
understood that City will in no way be considez�ed a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any o�cers,
agents, servants, einployees, contractois, ar subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its of�cers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemni�cation.
8.1 L1"ABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL DIRECT DAMAGES INCLUDING PROPERTY LOSS, PROPERTY DAMf1GE
AND/OR PERSONAL INTURY, INCL UDING DEATH, TO 11NY AND ALL PERSONS, OF
ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, IN CONNECTION WITH
7'HE PURCHASE OR USE OF VENDORS PRODUCTS OR SERVICES, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS', SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAM�IGE OR LOSS (INCLUDINGALLEGED Dt1.M�GE OR LOSS TO
vENDOR'S BIISINESS AND ANY RESULTING LOST PROF,iTS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN
CONNECT,ION WITH THI"S AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMXSSIONS OR MALFEASANCE OF VENDOR, .ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR S`UBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TD DEFEND, SETTLE, OR PAY, AT ITS OWN COS'T AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIM1'LAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE AND/OR DOCUMENTATION XN ACCORDANCE WITH THIS
AGREEMENT, IT BLING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOT APPLYXF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION, SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAXMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HA vE THE RIGHT TO COND UCT THE DEFENSE OF ANY
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City Secretary Contract No.
SUCH CLAXM OR ACT.ION AND ALL NEGOTXATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY WXLL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CXTY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOXNG SO. IN THE
EVENT CI"TY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT
AGAINST CITY FOR INFRINGEMENT ARISING UNDER THXS AGREEMENT, CITY
WILL HAVE THE SOLE Rl"GHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR 1"TS SETTLEMENT OR COMPROM,ISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND CODPERATE WXTH CITY 1"N DEFENSE OF SUCH CLAl"M OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTl"CE OFANY SUCH
CLAIM OR ACTION, WITH COPIES OFALL PAPERS Cl"TYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO XNFRINGE AND THE USE
THEREOF IS ENTOINED OR RESTRAI'NED OR, XF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MATERIALLYADVERSELYRESTRICTED, VENDOR
WILL, AT .ITS OWNEXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCU.RE
FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWA.RE AND/OR
DOCUMENTATION; OR (B) MODIFY THE SOF'TWARE AND/OR DOCUMENTATION TO
MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT
MATERIALLYADVERSELYAFFECT CITY'SAUTHORI'ZED USE OF THE SOFTWARE
AND/OR DOCUMENTATIDN; OR (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATXON WITHEQUALLYSUXTABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRING.ING SOFTWARE AND/OR DOCUMENTATl'ON AT NO
ADDXTIONAL CHARGE TO CITY; OR (D) .iF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE TH1"S
AG.REEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQ UENT TO WHICH TERMINATXON CITY MAY SEEK ANYAND ALL REMEDIES
AYAILABLE TO CITY UNDER LAW.
9. A5Slgnment and Subcontracting.
9.1 Assignment. Vendoz• will 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 assigmnent, the assignee will 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 will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment,
92 Subcontz•act. If City grants consent to a subcont��act, the subcontractor will execute
a written ag►•eement with Vendor referencing tllis Agreeinent undei• which subcontcactol• agrees to
be bound by the duties and obligations of Vendor under this Agreeineirt as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
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City Secretary Conh�act No,
10. Insui•ance. Vendor must px�ovide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage lin�its that are to be in effect prior to commeucemeiit
of any Services puisuant to this Agree�nent;
10,1 Covei•a�e and Limits
(a) Commercial General Liability;
$1,000,000 - Each Occuz•t�ence
$2,000,000 - Aggregate
(b) Automobile Liability;
$1,000,000 - Each occurrence on a coinbined single ]imit basis
Coverage will be on any vehicle used by Vendoz�, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vel�icle owned, hired and non-owned.
(c) Worlcei•'s Compeusation:
Statutoiy limits according to the Texas Workers' Compensation Act or any other
state worlcers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrei�ce
$100,000 - Bodily liijuiy by disease; each employee
$500,000 - Bodily Injury by disease; policy liinit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided thcough an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Eitl�er is acceptable if coverage meets all other requirements.
Coverage must be clallns-made, and maintained for the duration of the contractual
agi•eemeut and for tvvo (2) years following completion oi services provided, An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The comme��cial general liability and automobile liability policies must
name City as an additional insui•ed thereon, as its interests may appear. The term
City includes its e�nployees, officez•s, officials, age�lts, and volunteers in respect to
the co��tracted services.
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SURVISON LLC
City Seci•etary Contract No,
(b) The worlcers' co�n�ensation policy inust include a Waiver of Subro�ation
(Right of Recovery) in favoi• of City.
(c) A minimum of Tl�irty (30) days' notice of cancellation or i•eduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice inust be sent to tl�e
Rislc Manager, City of Fort Wort11, 200 Texas Street, Foi•t Wortll, Texas 76102,
with copies to the Fo►•i Worth City Attoi•ney 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 insu��ers must have a mini�nuin �•ating of A- VII
in the cu�'rent A.M. Best Key Rating Guide, or liave t�easonably ec�uivalent �nancial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, writtei� approval of Rislc Management is required,
(e) Any failure on the part of City to request required insurance
docuznentation will not constitute a waiver of tl�e insurance requirement.
(fl Certificates of Insurance evidencing that Vendor has obtaizied all required
insurance will be delivered to the City prior to Vendor proceeding with a�ry work
pursuant to this Agreement,
11. Compliance with Laws, Ot�dinances, Rules and Re�ulations. Vendor agrees that in the
performance of its obligations hereunde��, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any worlc it produces in connection witli this Agi•eement 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, Ve�ldor must immediately desist
from and correct tlle violation,
12, Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contt�actors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendo��'s duties and obligations hereunder, it will not disc��iminate in the treatment or
employinent of any individual or group of individuals on any basis pz•ohibited by law. I7' ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS P�RSONAL R�PRESENTATIVES, ASSIGNS, CONTRACT0�2S,
SUBCONTRACTORS, OR SUCC�SSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY NARMT,ESS
FROM SUCH CLAIlVI.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered io the other party, its agents,
employees, servants or representatives, (2) deIivered by facsimile with elech�onic confirmation of the
transmissioi�, or (3) received by the other party by Uniied States Mail, registered, return receipt requested,
addressed as follows:
To CITY;
City of Fort Worth
Attn: Assistaut City Mai�ager
200 Texas Stc•eet
Vendor Services Agreement
SURVISON LLC
To VENDOR:
Survision, LLC,
Mauricio Ochoa, Sales Managei•
11251 NW 20`�' Street, Suite 116
Page 6 of 16
City Secretary Conh�act No.
Fort Wo��th, TX 76102-6314 I Miami, FL 33172
Facsimile: (817) 392-8654 I'acsimile: N/A
With copy to Fort Worth City Attorney's O�ce at:
100 Foi�t Worth Trail
Foi•t Wortl�, TX 76102
14. Solicitation of Employees. Neither City nor Vendor will, duri��g the term of this
Agreement and additionally for a period of one yeac after its terminatioi�, solicai for employment or employ,
whether as employee or independent contractor, any person who zs or has been employed by tl�e othei•
durin.g the term of this Agreemeut, witltout tlle p1'ior wi'ittett consent of the person's employer.
Notwithstanding the foregoing, tliis provision will not apply to at� employee of either party who i•esponds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed tl�at by execution of this Agreement,
City does not waive or surrender any of its govermnental powers or immunities.
16. No Waivex�. Tl�e failure of City ox Vendor to insist upon the perfoz�inance of any terin or
provision of this Agreement or to exercise any right gcanted herein does not constiiute a waiver of City's or
Vendor's respective right to insist upon appropriate performance oz� to assei�t aiiy such right on aary fuiure
occasion.
17. Goveruin� Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at ]aw or in equity, is brought pursuant to this
Agi•eement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held io be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will zlot be held liable for any delay or omission
in perfoi•mance due to force majeure or other causes bayond their reasonable control, including, blli IlOt
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; sirikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; oz•ders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; oi• any other
similar cause not enumerated hei•ein but which is beyond the reasonable contcol of the Pai•ty whose
perfo��mance is affected (collectively, "Force Majeure Event"). The pe�•formance of any such obligation is
suspended dtuing the pea�iod of, and only to the extent of, such prevention or hizidrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders tlie Party's performance, as soon as reasoilably possible after tlie occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion, The notice
1•equiz•ed by this section must be addressed and delivei•ed in accordance with Section 13 of this Agreement.
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City Seci•etary Conh�act No.
20, Headin�s not Cont►�ollin�. Headings and titles used in this Agceement ai•e for i•efei•ence
ptu�poses only, will not be deemed a pact of tliis Agreement, and are not intended io define or limit the scope
of any p�•ovision of this Agreement.
21. Review of Counsel. The parties acki�owledge tl�at each party and its counsel have
reviewed aud revised this Agreemeut and tl�at the normal rules of construction to the effect that any
ambiguities az•e to be i•esolved against tlle dz�afting party will not be employed in the interpretation of this
Agreement or its Exhibits.
22. Amendments / Modiiications /�xtensions. No amendment, modification, or extension
of this Agreeinent will be binding upon a pai-ty l�ereto unless set forth in a wi•itten instrument, whicil is
executed by an atrthorized representative of each party.
23. Counterparts. This Agreemezit zxaay be executed in one or more counterparts and each
counterpart will, fo�� all purposes, be deemed an original, but all such counterparts will together constitute
one aud the same instt�ument.
24. Warranty of Sex-vices. Vendor warrants that its seivices will be of a lxigh quality and
conform to generally prevailing industiy standards. City must give written notice of any breach of tl�is
warranty within thirty (30) days from the date that the seivices are completed. In sucll event, at Vendor's
option, Vendor will either (a) use commercially reasonable effoi�ts to re-perform the seivices in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor %�• tl�e nonconforming
services,
25, Immi�►�ation Nationality Act. Vendor must verify the identity and employinent eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Veriiication Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and support'ing eligibility documentation for each employee who performs worlc under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendoi• employee wl�o is not legally eligible to
perform such services. VENDOR WILL INDEMNII�'Y CITY AND HOLD CITY H�MT ESS FROM
AN Y PENALTIES, LIABII,ITIES, OR LOSS�S DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreeinent
for violations of tl�is provision by Vendor.
26. Ownershin of Woz�k Product. City will be the sole and exclusive owner of all reports,
worlc papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with tl�e services provided under this Agreement (collectively, "Worlc Pi•oduct"). Further, City
will be the sole and exclusive owzier of all copyright, patent, trademarlc, trade secret and other proprietaiy
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Woi•k Product in a tangible mediutn of expression
(whichever occui•s iii•st). Each copyrigl�table aspect ofthe Worlc Product will be coiisidei•ed a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to tlle extent such Worlc
Product, o�• any part thereof, is not considered a"work-made-for-hire" within tl�e meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and intei•est in
and io the Work P�'odt�ct, and all copies thereof, and in and to the copyright, patent, trademarlc, trade secret,
and all other proprietaiy rights therein, that City may l�ave or obtain, witliout fiu•ther consideration, free
fi�om any claim, lien for balai�ce due, or �•igl�ts of retention thereto on the part of City.
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City Secretaiy Conh�act No,
27. Si�natut�e Autlioritv. Tl�e person signing this Agreement hereby wacrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that sucl� binding
authocity has been granted by pz�oper order, Y�esolution, ordi��ance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authoi•ized representative of Vendor. Each
party is fi�lly entitled to rely on tl�ese warranties and i•epresentations in entei•ing into tl�is Agi•eement or any
amendment hereto.
28. Chan�e in Company Name or OWnership. Vendor must notify City's Purcliasing
Manager, in writing, of a co�npany name, ownership, or address change for the purpose of inaintaining
updated City records. The president of Vendor or authorized official must sign the ]etter. A letter indicating
changes in a company name or ownership must be accompanied with suppo��ting legal docume��tation such
as an updated W-9, docutnents filed with tlie state indicating suell cliange, copy of the boacd of director's
resolution approving the action, or an executed me��ger or acquisition agreement. Failure to provide the
specified documentation so may adversely iinpact fiiture invoice payments.
29. No Boycoti of Israel. If Vendor has fewer than 10 employees oz� this Agreenaent is for
less than $100,000, this section does not apply. Vendor acicnowJedges that in accordance with Chapter
2271 of the Texas Government Code, tlle City is prohibited fi�om entering into a cont►•act wit11 a company
foz� goods or services unless tl�e contract contaiiis a written verification from tl�e company fhat it; (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contcact. By signing this
Agreement, Vendot� cex•tifies that Vendor's signature provides wz�itten verification to the City that
Vendor: (1) does not boycott Isi•ael; and (2) will not boycott Israel dw•ing the term of the Agreement.
30. Prohibition on Boycottin� �ner�y Companies. Vendor acicnowledges that in
accordance with Chapter 2276 of the Texas Goveriunent Code, City is prohibiied fi•om entering into a
contract for goods or services tllat has a value of $100,000 or more that is to be paid wholly or partly fi•om
public fiinds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it; (1) does not boycott energy companies; and (2) will not
boycott energy companies during the terin of the contract, To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agi•eement, Vendor certif"ies that
Vendor's signature provides wr•itten veri£ication to City that Vendor: (J.) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31, Prohibition on Discrimination A�aiust Firearm and Ammunition Industries. Vendor
acknowledges that except as otllerwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entaring into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly fi�om public fimds of the City with a company with 10 or more full-time
employees unless the contract contaius a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discritninate during the term of the cont�•act against a firearm entity ot� �rearm
trade association. To the extent that Chaptet� 22'74 of the Government Code is applicable to this
Agreement, by sig�iing this Agreement, Vendor cea•ti�es that Vendor's signatai•e provides written
verification to City that Vendoz�: (1) does not have a practice, policy, guidance, or directive that
dise�•iminates against a�rearm entity or �rearm trade association; and (2) will not disc��iminate
agaiust a fireat•m entity or f"irearm trade association during the iet•m of ihis Agi•eement.
32. Electronic Signatures. Tliis Ag►•eement inay be executed by electronic signature, which
will be considered as an original signature for all pu�•poses and liave the same force and effect as an origizial
siguatuce, For tliese purposes, "electi•onic signature" means electi•onically scanned and ti•ansmitted veisions
(e,g, via pdf file or facsimile transmission) of an original signature, oi• signatures electronically inserted via
Vendor Services Agceement Page 9 of 16
SURVISON LLC
City Secretary Contract No,
software such as Adobe Sign.
33. Entiretv of A�x�eement. This Agreement contains tl�e entire understanding and agreerr►ent
between City and Vendor, their assig►Is and successors in inte�•est, as to the matters contained hei•ein. Any
prior or coiltemporai�eous oral or written agreement is llereby declared null and void to the extent in conflict
with any provision of this Agceement.
(sig��ntarre page follows)
Vendar Services Agreement Page 10 of 16
SURVISON LLC
ACCEPTED AND AGREED: CITY OF FORT WORTH: By:
Name: Jesica McEachern
Title: Assistant City Manager
Date: Feb 12, 2025 APPROVAL RECOMMENDED: ;e.__z_ By: Lauren Prieur (Eeb 3 2025 14"45 CSI) Name: Lauren Prieur
Title: Director, Transp01iation & Public Works ATTEST: By: r A � Feb 13, 2025
Name: Jannette Goodall
Title: City Secretary VENDOR: Survision, LLC
By: Gllgnadby:
�llb {}-UtfJ-a
U5DF73ceF8164511 ...
Name:
Title:
Mauricio Ochoa
Sales Manager
1/17/2025
Vendor Services Agreement
SURVISON LLC
City Secretary Contract No. ____ _
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.
By:
Name: Peter Elliott
Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: A� �
Name: Amarna Muhammad
Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NIA Form 1295: N/A Page 11 of 16
City Secretaiy Contract No.
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOP� OF SERVICES
1,1 This agreement will provide License Plate Recognition (LPR) software to be
installed on two (2) vehicles. The current LPR systena on a 2017 Chevy Traverse
will be uninstalled and a new LPR system installed in its place. The second LPR
system will be installed on a 2020 Chevy Traverse.
2.0 MOBILE LICENSE PLATE RECOGNITION SYSTEM
2,1 Vendor shall implenlent a Mobile LPR system capable of accurately
and efficiently capturii�g Iicense piate data.
2,2 The LPR system shall integrate wiih existing databases and systems for real-tiine
data access.
2.3 The LPR system shall enhance parlcing enforcement capabilities for vehicle
identification, tracking, and monitoring.
2.4 Vendor shall provide all mobile LPR hardware, including cameras,
sensors, tablets, and installation.
2.5 Vendor shall uninstali the current LPR system on the 2017 Chevy
Trave�se.
2,6 Vendor shall provide LPR software to noeet speci£�ic operational requirements and
integration with existing databases, systems, and infrastructure,
2,7 LPR Software must be able to integrate with data from compa�nies such as
Parlcmobile, Flowbird, and any other companies the City of Fort Worth has
integrations with and provide real-time updates of vehicles authorized or
unauthoz zzed.
2,8 Software must be able to integrate data provided by the Parking Services Division
of a�.tthorized vehicles and boot eligible vehicles by simply and effectively
downloading Excel spreadsheets znto the system database.
2.9 Vendox sl�all provide ongoing LPR technical support, maintenance, and software
updates,
2.10 Vendor's products shall be in compliance with all relevant laws, regulations, and
standards related to data privacy and security.
Vendor Services Agreement Page 12 of 16
SURVISON LLC
City Sea�etary Conh�act No.
2.1 l Vendor shall install new equipinent and inust be mountable to the vehicle without
increasing the width or height of the vehicle by more than 12 inches.
2,12 Equipment must fui�ction without failure in wind, rain, snow, and temperatures
above 120° F and below 10° F.
2.13 Equipment must be able to read license plates on both sides of the vehicle
simultaneously at speeds up to 60 mph with an accuracy of at least 95 percent in
all lighting conditions regardless of day or night.
2,14 All wiring and components must be installed by vendor to zneet the vehicle's
original manufacturer's specifications and not void any vehicle warranties,
2.15 The cameras shall have a recognition distance fi•om 10 to 33ft from the camera to
the plate.
2.16 The LPR system must have the ability to store license plate data for up to two
years,
2.17 The L]?R system must collect spatial coordinates, time and date of reading, and a
photograph of each vehicle surveyed. �
2.18 Th.e LPR system znust give a visual and audible warning when it iinds a velucle
that is in violation,
2.19 All mounting hardware foz• the LPR system must be provided by the vendor.
2.20 The LPR system shall alert the driver of a possible mis-read and allow the driver
to correct the data at the tima of the reading, The LPR system shall also allow
conections to be made once the xeading has been uploaded to the server.
2.21 The LPR system shall be designed to operate in Nor.th America, where plate
styles, fonts, size and spacing cannot be predetermined. All plates issued by states
within the US and plates issued by Mexican and Canadian authoriiies shall be
readable, including license plates that are stamped metal as well as plates that are
flat (painted only),
Vendor Services Agreement
SURVISON LLC
Page 13 of 16
City Secretary Conh�act No,
EXHIBIT B
PAYMENT SCHEDULE
Price Table
City of Fort Worth
Item
Vehicle Kit Hardware
LPR 12mm Cameras
-. 1 Year Warranty for all hardware
1 x 4G Router Sierra Wireless AirLinlc
-. 1 Year Warranty for all hardware parfs
LPR Tablet and Mount
-. Tablet (10 in, Apple iPad)
-, Case for tablet
-, Car support for tablet
-. 1 Year Warranty for all hardware parts
LPR Docicing Station
-, Power adapter "cup holder" with USB and
AC outputs
-. 1 Year Warranty for all hardware parts
SU RVISIC�N
LICENSE PLATE RECOGNITION
Quantity � Unit Price � To�al
4 $5,000.00
2 $2,500.00
$20,000.00
$5,000.00
2 $1,250.00
2 $1,250.00
$2,500.00
$2,500.00
LPR Wiring Harness -
, Magnet base for Picopak
-. Power cable for Picopak 2 $500.00 $1,000.00
-. 1 Year Warranty for all hardware parts
Software Recurring Fees (Per Vehicle/PerYear)
Platenforce Cloud Software Yearly Fee Per
-. Initial link to the acquired LPR units
-, Configuration of unlimited users
-. Software updates 2 $8,000.00 $16,000.00
-. 4G data plan
-. Cloud hosting plan
. -. Unlimited technical support
/endor Services Agreement
;URVISON LLC
Page 14 of 16
City Secretaiy Contcact No.
Additional Hardware Warranty Yearly Fee
-. Hardware repairs
-. Hardware replacements
-. Firmware updates
-. Remote support
Starting Year 2(First year included with
r�urchase of Vehicle KitJ
Installation and Comissioning
Price Table
City of Fort Worth
Item
Commissioning and skills transfer, on-site
-, Training for the local staff
-. Supervision of the first enforcement
-. Connectivity tests
LPR Installation --
. Uninstallation for current vehicle
-. Installation of Survision vehicle kits
2 � $600.00
$1,200,00
SURVISIUN
L I C E N 5 E P L A T E R E C O G N I T I O N
Quantity Unit Price Total
1 Day / 8 Hours $1,000.00 $1,000.00
I Day � $1,000.00
$1,000.00
,;; ,
F;
Grand Total $50,200.00
'endor Seivices Agreement
URVISON LLC
Page l5 of l 6
City Secretary Conn�act No,
Vendor Services Agi•eement
SURVISON LLC Page 16 of 16
F'o �T Wo R�r H ��
�
Vendor Services Agreement Between the City of Fort Worth and Survision LLC
Bacic�round: Agreeinent between the City of Fort Worth and Survision LLC
This agreement with Survision LLC will allow The City of Foi-� Worth to purchase license plate
readers (LPR) for two vehicles, software licenses, and related services in the amount of
$50,200.00 plus an annual recui•ring cost of $17,200.00. This equipinent and software will be
used for parking enforcement in pay-by-plate areas, residential permit parking programs, and for
vehicles eligible for iminobilization.
Term of agreement: This agreement begins on the date signed by the Assistant City Manager
and expire one year fi�om that date. City will have the option to renew the agreement under the
same terms and conditions for up to four one-year renewal options.
Fundin�
• Year 1 - $50,200.00
• Year 2 - $17,200.00
• Year 3 - $17,200.00
• Year 4 - $17,200.00
• Year 5 - $17,200.00
Procurement Method
• RFP open date on October 9t�', 2024 and closed November 7'�', 2024
• Evaluation Panel- Peter Elliott, Bi•ian Johnson, and Steven Garland
� Pre-bid conference on October 21St, 2024
• Evaluation committee recommended Survision LLC on December 2"d, 2024
F'ORT WORTH��
�-f
Routing and Transmittal Slip
Transnortation & Public Works Department
DOCUMENT TITLE: Vendor Services Agreement Between the City
of Fort Woi-th and Sui•vision LLC
For: License Plate Recognition software and equipment for parking enforcement for TPW Parking
Services.
M&C: N/A CPN:
CSO:
DOC#:
Date:
To: Name Department Initials Date Out
1. Lora Carosielli TPW- Initial �
2. Peter Elliott TPW- Signature `�,
3. Chelsea St. Louis TPW- Initial r�
4. Martin Phillips TPW- Initial �
5. Lauren Prieur TPW- Signature xx�
6. Amarna Muhanunad Legal- Signature A�,� AM
7. Jesica McEachern CMO- Signature
8. Ronald Gonzales CMO- Initial
9. Jannette Goodall CMO- Signature
10. Allison Tidwell CMO
11. Charles Yarbi•o TPW
DOCUM�NTS FOR CITY MANAG�R'S SIGNATUR�: All documents received from any and all
City Departments reqtiesting City Manager's signahii•e for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Ouce tl�e ACM has sigued tl�e i•outing slip, David will i•eview
and talce the neat steps.
NEEDS TO BE NOTARIZED: ❑YES �No
RUSH: ❑YES �No SAME DAY: ❑YES �No NEXT DAY: ❑YES �No
ROUTING TO CSO: �YES ❑No
Action Required:
❑ As Requested
❑ For Your Information
� Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notai•y Tabs