HomeMy WebLinkAbout064693 - General - Contract - Flowbirld AmericaDocusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
CSC# 64693
ORT WORTH H
�
SOLE SOURCE VENDOR SERVICES AGREEMENT
Flowbird America, Inc.
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home-rule municipal corporation, acting by and
tlu�ough its duly authorized Assistant City Manager, and Flowbird America, Incorporated ("Vendor"), a
New Jersey Corporation, acting by and through Benoit Reliquet, its duly authorized President and CEO,
each individually refer►•ed to as a"party" and collectively referred to as the "parties."
1. Scope of Services. Vendor shall provide the City with equipment, products and services
for the purpose of providing Parking Pay and Display Stations and back-office software as directed by the
City. ("Seivices"), which ar•e set foi�th in more detail in E�ibit "A"— Scope of Services, are attached hereto
and incorporated herein for all purposes.
2. Term. The term of this Agreement is for three year(s), beginning on the date March 2,
2026 (`Bffective Date"), unless terminated earlier in accordance with this Agreement. City will have the
option, in its sole discretion, to renew this Agreement under the same tenns and conditions, for up to two
one-year t•enewal option(s) (each a"Renewal Term").
Compensation. Total compensation under this Agreement will not exceed Seven Hundred and
Fifty Thousand dollars and Zero Cents ($750,000.00) for the initial term, and up to Three Hundred
and Twenty-Five Thousand dollars and Zero Cents ($325,000.00) annually for Renewal One and
Two. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas
Government Code) and the provisions of this Agreement, including E�ibits "A" and "B", which is attached
hereto and incorporated herein for all purposes. 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. Prices shall remain firm and fixed through the contract term and
subsequent renewals. 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 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 will terminate on the last day of the fiscal period for which
appropT•iations 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is
tenninated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of tennination. Upon
termination of this Agreement for any reason, Vendor will 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 will 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.
S.l 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 will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
53 Public Information Act. City is a government entity under the laws of the State of
Texas and all records held or maintained for 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 will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure to the Texas Attorney General. 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 must store and maintain City Information 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 ha�e been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Ri�ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final 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 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 will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
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. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or etnployee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
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and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and etnployees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor furthet• agrees tllat nothing herein will be
construed as the creation of a pa►�tnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co-employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or 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 officers, agents, servants, employees, or contractors.
S. Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAIISED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF I�ENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATIDN - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLDYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND 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, IT.S OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY WDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRA.DE SECRET, OR SIMII.A_R PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOTAPPLYIF CITYMODIFIES OR MIS(7SES 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 WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE
EVENT CITY, FOR WHATEi�ER 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
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WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWE i�ER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPEN.SES 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 INFRINGE AND THE Z7SE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MATERIALLYADVERSELYRESTRICTED, iJENDOR
WILL, AT ITS OWNEXPENSEAND 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
MATERIALLYADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRINGING SOFTWARE AND 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 ANYAND ALL REMEDIES
AT�AILABLE TO CITY UNDER LAW.
9. Assi�nment and Subcontractin�.
9.1 Assi�nment. Vendor 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 assignment, 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 and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assigmnent.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies ofthe following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10. ] Covera�e and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Se►vices under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non-owned.
(c) Wocker's Compensation:
Statutor•y limits accoi•ding to the Texas Wo►•kers' Compensation Act or any other
state workers' compensation laws where the Services are 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 speciiic to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additiona] insured thereon, as its interests may appear. The term
City includes its employees, officers, off cials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage must be provided to City. Ten (10) days' notice will be acceptable in the
event of non-payment of premium. Notice must be sent to the Risk Manager, City
of Fort Worth, 100 Fort Worth Trail, 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. Al] insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
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strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is yequired.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
( fl Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City pi•ior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comnliance with Laws, Ordinances, Rules and ReEulations. Vendor agrees that in the
performance of its obligations hereunder, it will 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 tnust immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Flowbird America, Incorporated
Benoit Reliquet, President and CEO
40 Twosome Drive
Moorestown, NJ 08057
With copy to Fort Woi�th City Attorney's Office at
same address
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is tmderstood and agreed that by execution of this Agreement,
City does not waivc or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does 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. Governin� 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 law or in equity, is brought pursuant to this
Agreement, 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. Severability. If any provision of this Agreement is held to 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 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; epidemics or pandemics; government action
or inaction; orders of goverrunent; material or labor restrictions by any governmental authority;
transportation probletns; 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; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinde►•s the pai•ty's pe►•formance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headin�s Not Controllin�. Headings and titles used in this Agreement are for reference
purposes only, will 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 will not be employed in the interpretation of this
Agreement, Exhibit A, and Exhibit B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will 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 ��ibits A and B, contains the entire
understanding and agreement between City and Vendor, tlleir 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.
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24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warrantv 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
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will 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. Immi�ration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its etnployees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work 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 Vendor employee who is not legally eligible to
perfortn such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES 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 Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Wock Product"). Further, City
will 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 will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will 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 Yroduct, 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. Si�nature Authoritv. The person signing this Agreement hereby warcants that they have
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. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Chan�e in Companv Name or Ownership. Vendor must 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 dic•ector's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
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30. No Bovcott 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
2271 of the Texas Governrr►ent Code, the City is prohibited from entering into a contract with a company
for goods of• se►vices unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the tei•m of the contract. The te�•ms "boycott Ist•ael"
and "company" has the meanings ascribed to those terms in Chaptec 2271 of the Texas Goveriunent Code.
By signing this Agreement, Vendor certifes 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 Agreement.
31. Prohibition on Bovcotting Ener�v Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $] 00,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certi�es that
Vendor's signature provides written verification to tlie City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that except as otherwise provided by Glapter 2274 of the '1'exas Government
Code, the City is prohibited fi•om entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with l0 or more
full-time employees unless the contract contains a written verification from the Vendor 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 discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Governrrient Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a�rearm
entity or firearm trade association during the term of this Agreement.
33. Electronic Si�natures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all pu�poses and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
(remainder of this page intentiona[[y left blank)
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ACCEPTED AND AGREED
CITY OF FORT WORTH:
i
By: �—�
Name: Jesica McEachern
Title: Assistant City Manager
Date:
02/10/2026
Approval Recommended:
�4.c� �/ru.R.Rn_
By: Lauren Prieur (Feb 2, 2026 18:05:19 CST)
Name: Lauren Prieur an4
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Title: Director ;,°�°°° °���oaaA
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Attest: pP°*��° '�*'
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By:
Name
Title:
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Jannette Goodall
City Secretary
VFNDOR:
Flowbird America, Inc.
Sipn�d by:
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B}�. C76F6224F9C74D6...
Name: Beniot Reliquet
Title: President and CEO
1/15/2026
Date:
Contract Compliance Manager:
I3y signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
I�, , l : ,
By:
Name: Peter Flliott
Title: Administrative Services Manager
Approved as to Form and Legality:
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By:
Name: Amarna Muhammad
Title: Assistant City Attorney
Contract Authorization:
M&C: 25-1134
Date M&C Approved: December 9, 2025
Form 1295: 50203817
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
EXHIBIT A
SCOPE OF SERVICES
l. VENDOR'S RESPONSIBILITIES
The Vendor, Flowbird America, 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, 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 $7,249.00 each, with the following features:
1.1.1.1 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 Flowbird America, Inc, 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) Koll of Receipt Paper
1.1.11 One (1) Coin Canister
1.1.12 Electronic or Mechanical 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 gcaphics
1.1.21 Keys: three (3) maintenance door keys; tl�u•ee (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.
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 confgured in Hold and Send Mode with no limits.
Vendor Services Agreement Page 11 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
Strada SS Rapide Pay Station units at a price of $7,650.00 each, with the following features:
1.1.20.1 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 Flowbird America, Inc. and as defined by the Agreement.
1.1.21 Units meet AUA requirements for access and operation, in effect at the time of unit manufacture.
1.122 M1000 Card Reader (EMV Certified)
1.1.23 Thennal Graphical Printer
1.124 Color: Titanium Grey
1.1.25 Multilingual button
1.1.26 Integrated Solar Power Panel
1.127 9,7" Color Touch Display
1.1.28 Coin acceptance
1.1.29 One (1) Roll of Receipt Paper
1.1.30 One (1) Coin Canister
1.1.31 Electronic or Mechanical Lock for Collections Compartment
1.1.32 Personalized Software including Programming and Testing
1.1.33 Credit Card Software & Smartfolio License Fees
1.1.34 Five (5) Year Limited Warranty including Software
1.1.35 Magnetic stripe, Smart and Chip capable cards with EMV capability
].1.36 Lithium batteries for memory support in case of solar power failure
1.1.37 4G Internal Modem for wireless communication capability
1.1.38 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.
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.
1.1.24 Receipt to print both the start time and stop time.
1.2 Options
1.2.1 7one Cap Unit
12.2 Extended Warranty Per Machine — 6 to 10 years
1.2.3 TPAL Color Screen Upgrade Kit
1.2.4 Color Touchscreen Upgrade Kit
1.2.5 ADA Housing
1.2.6 4G Modem Kit
1.2.67 A 1000 Contactless Reader
1.3 Shipping
].4 Cale Max Single Space Meter
1.4.1 Retrofit onto existing housing
$90.00
$375.00
$2,100.00
$3,199.00
$1,800.00
$450.00
$450.00
$300.00
$599.00
Vendor Services Agreement Page 12 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
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
1.5.1 Retrofit onto existing housing
l.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 (Cale Max)
1.7 Shipping Per Unit
1.8 Installation Per Unit
$858.00
$185.00
$14.00
$14.00
*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 $7.69
1.9.2 Dual $12.96
1.9.3 *No transaction fees
1.10 Training
1.10.1 Flowbird America, Inc. shall provide on-site on-the job tenninal maintenance and collection
training as required, especially with ►•egard 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 per meter per month:
$52.38
1.11.2 Field Service Hourly Rate: $100.00
l .12 Receipt Ticket Stock
Strada self-adhesive single-issue receipt ticket stock, 3,000 tickets per roll, with a tlu•ee-color print format.
Estimated order quantities: $32.00 per roll through five years of warranty coverage.
1.13 Operational Failure
Flowbird America, Inc. agrees to provide alarms of operational failure in real time via cell phones
tiv-ough email and text formats in addition to notice through Parkfolio�. Flowbird America, Inc. is
responsible for resolving gaps in the communications coverage for areas of Strada unit installation.
Flowbird America, lnc. will eGuip the unit(s) with the prope�• equipment to provide these alarms at no
additional cost to the City.
Vendor 3ervices Agreement Page 13 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
1.14 Wireless Service Provider
City reserves the right to prior approve any change in wircless service provider, and approval will not
be wu�easonably withheld.
1.15 Parkfolio, City News, Path to Park & Analytics Access and Support
Flowbird America, Inc. to provide the Analytics, City News, Path to Park and ParkfolioOO 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 suppoc�t included in the monthly Parkfolio subscription fee,
].15.2 Provide application use support, such as troubleshooting and problem con•ection, within one (1)
business day of notification by the City,
1.153 Create semi-custom envirorunent 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,
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,
l.15.8 Maintain and regularly update the ParkfolioOO 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.
1.15.10 Real-time credit card authorization and transaction data communications services, including
wireless communication links for transmitting all transaction infarmation from the pay stations to the
financial institution, to meet City credit card transaction security requirements, and
1.15. ] 1 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 opet•ating 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
Flowbird America, Inc. shall provide the City a twenty percent (20%) price discount from the current
Flowbird America, Inc. List Price for all parts purchased tl�u•ough 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.
1.18 Test Tokens
Flowbird America, Inc. shall provide to the City twenty (20) test tokens at a price of $2.00 per token.
1.19 Configuration
Vendor Services Agreement Page 14 of21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
Plowbird America, Inc. 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 w�its.
1.20 Out of Scope Prep Work
Flowbird America, 1nc. will provide the construction of installation sites that are outside the scope of
the statement of work identified by this Agreement. Flowbird America, Inc. 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.
1.21 Delivery
Flowbird America, Inc. shall deliver all goods of operable, configured units to site for installation.
1.22 Enhancements
1.22.1 Flowbird America, Inc. shall provide support for future upgr•ades 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.
].22.2 Flowbird America, Inc. 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.
123 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 materia] or workmanship under
normal use and service at no additional cost to the City.
1.24 Zone Caps and Vaults
Flowbird America, Inc. 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
Flowbird America, Inc. 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
Flowbird America, Inc. agrees to provide meter status through Parkfolio� using a Google maps
platform.
1.27 Accuracy of Deposit
Flowbird America, Inc. 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 tlu•ee collections internally.
1.28 Technical Overview
Flowbird America, Inc. agrees to provide technical overview and assist with the initial preventative
maintenance period.
1.29 Response Time
Flowbird America, Inc. agrees to return all service calls within four (4) operational hours and provides
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 si►nilar hours. Flowbird
Vendor Services Agreement Page 15 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-8D3A-47288C594468
America, Inc. agrees to provide a point of contact for after-how�s requests and weekends with a four (4)
hour response time.
1.30 Maintenance Schedule
Flowbird America, Inc. 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.l .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 Flowbird America, Inc. with installation locations, and
2.1.10 Collect and remove single or multiple space meter heads at time of change.
3. EOUIPMENT PERFORMANCE 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-oi•der 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 installations (within 500 days
of installation) shall not exceed one failure per machine per year when. Vendor-recotnmended 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.
33 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 defned in 3.l) in any twelve-month (12-month) period that rendered the unit non-usable.
Vendor Services Agreement Page 16 of 2l
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
3.4 'I'he 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 Vendoc 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 Alartn, statistical and financial transaction data will be available on the back office (Parkfolio) Web
site to City staff within 60 seconds of their occurrence.
43 Vendor will provide the City, on a monthly basis, reports that describe hardware and software
performance, including, but not limited to, datatransfer 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 pe►•
year with the wireless communications system.
Vendor Services Agreement Page 17 of21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
7. TECI�NICAL SUPPORT PERFORMANCE STANDARDS.
7.1 The Vendor or an authorized subcontractor will provide technical responses to problems within one
(l) business day of a City request.
72 The Vcndor or an authorized subcontractor will maintain a local parts and system software inventoi•y
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
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 - Descrintion of Activities
Flowbird America, Inc. will perform all basic civil work, which includes the drilling and setting of
installation bolts into concrete sidewalks 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 a warning to highlight a trip hazard
9.2 Meter Installation — Description of Activities
This activity involves the installation of Pay Station units at the designated locations as outlined by the
City.
93 Meter Installation — Scope of Work
Set meter on pre-mounted bolts and tighten down.
Level meters using internal meter leveling plate and leveling bolts.
NO'I'E -Production and installation schedules will be confirmed 10 days in advance.
9.4 Sin�le Snace Parkine Meter Removal — Description of Activitv
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 filled 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 ineter heads and poles to local warehouse and unloading of ineter 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.
Vendor Services Agreement Page 18 ofll
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
EXHIBIT B
PRICE SCHEDULE
The following nricin� shall remain firm throu�hout the contract term and subsequent renewals.
StradaPAL Rapide Pav Station $ 7,249 EA
7" Color Display
Integrated Solar Panel
M1000 Card Reader (EMV Ce►-tified)
Coin Acceptance
1 Roll of Receipt Paper
1 Coin Canister
Thermal Graphical Printer
Electronic or Mechanical Lock for collection compartment
Multilingual Button
Personalized Software including Programming & Testing
Credit Card Software & Smartfolio License Fee
Titanium Grey Color
Alphanumeric Capacitive Keyboard
5 Year Limited Warranty
Strada SS Rapide Pav Station $ 7,650 EA
9.7" Color Touch Display
Integrated Solar Panel
M1000 Card Reader (EMV Certified)
Coin Acceptance
1 Roll of Receipt Paper
1 Coin Canister
Thermal Graphical Printer
Electronic or Mechanical Lock for collection compartment
Multilingual Button
Personalized Software including Programming & Testing
Credit Card Software & Smartfolio License Fee
Titanium Grey Color
5 Year Limited Warranty
Shipping
$ 300
Vendor Services Agreement Page 19 of21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
Installation
Ontions:
Extended Warranty per machine - Years 6-]0
Zone Caps Per Unit
Field Service Houcly rate
TPAL Color Screen upgrade kit
Color Touchscreen upgrade kit
ADA Housing
A l 000 Contactless Card Reader
4G modem kit
Text Message Receipt
Extend by Text
Smartfolio Back Office Management system
(per meter per month)
Pay & Display
Pay by Space
Pay by Plate
EMV Gateway Fee (per meter per month)
Cale Max Sin�le Space Meter
Retrof' it onto existing meter housing
Includes Top Hat & Mechanism
Color: Black
Solar Power
Warranty 13 Month Hardware Warranty
Cale Max Dual Space Meter
Retrofit onto existing meter housing
Includes Top Hat & Mechanism
Color: Black
Solar Power
Warranty 13 Month Hardware Warranty
Options:
4G Modem kit
Shipping (per unit)
Installation (per unit)
*Flowbird will insert the mechanism and secure the top hat to
existing meter and provide training, review preventative
maintenance and troubleshooting. Removal of top hat
and the mechanism is not included.
Cale WebOffice Management System
$ 300
$ 375
$ 90
$ 100
$ 2,100
$ 3, l 99
$ 1,800
$ 450
$ 450
$ 0.03
$ 0.35
$ 52.38
$8
$ 599
$ 858
$ 185
$14
$14
Vendor Services Agreement Pa�e 20 of 21
Docusign Envelope ID: C99E7CC3-EOEF-4D98-BD3A-47288C594468
Per Space per Month
Single Space
Dual Space
*No transaction fees
Spare Parts
$ 7.69
$ 12.96
Flowbird America, Inc. shall provide the City a twenty percent (20%) price discount from the 2026
Flowbird America, Inc. List Price foc all parts purchased through Vendor. At the City's request, and when
feasible, Vendor shall provide non-OEM parts at a lower rate than the 20% discounted price. Prices shall
remain frm and fixed through the contract term and subsequent renewals. A FULL PRICE CATALOG
WILL BE SUBMITTED WITH PSK DOCUMENTATION ANll IS INCORPORATED BY
REFERENCE HEREIN.
Vendor Services Agreement Page 21 of 21
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. i-�4 and 6 if t�ere are interested parties.
Complete Nas. i, 2, 3, 5, ar�d 6 if there are no interes#ed parties.
� Natr�e of business er�tity flling torm, and the oity, state and country of fhe business
entity's place of business.
��ai,3�aircl 1`t�tJ�v�c..a 1�nc., �t0 Iwr�v�►lf�.i�, S�'•� �����1 � ���'�
2 tVame of governmental entity or state agency that is a party tn the contract for
which the form is being filed.
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OFFtCE USE ONtY
3 Pro�)de ihe identificafion number used by the ga�ernmentaE entity or state agency to irack or identEfy the contract,
and provide a descrtpt�on of the goads or ser�ices ta be provided under the conirac#.
4
Ciiy, State, Country Nature nt Interest {eheck applica6le}
I�ame of Interested Party tp���� �t f��siness)
Conlrollfng Intermedlary
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� C���fi nnly ii there is NO Interested Party, 1�1
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�orm provided by Texas �thics Cornmission www.elh[csstate.ix.us Atiopted 1 0/5120 1 6
I DATE (MM/DDIYYYY)
A�� �� CERTIFICATE OF LIABILITY INSURANCE 1/15/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME: Laura McDonald
Arthur J. Gallagher Risk Management Services, LLC I PHONE aic, No1: 678-393-5220
1050 Crown Pointe Pkwy, Ste 600 taic. No. e:cr 678-393-5200 I
Atlanta GA 30338 I ADDR�ess: laura_mcdonald@ajg.com
I INSURER(S) AFFORDING COVERAGE NAIC #
iNsuReRa: ACE American Insurance Company 22667
INSURED FLOWINC-04 iNsuReRs: Great Northern Insurance Company 20303
FLOWBIRD AMERICA INC
40 TWOSOME DR. � iNsuReRc: Federal Insurance Company
Moorestown NJ 08057 I iNsuReRo: Chubb National Insurance Company 10052
I INSURER E :
I INSURER F :
COVERAGES CERTIFICATE NUMBER:907774282 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICYNUMBER (MM/DDIYYYY) (MM/DDIYYYY)
B X COMMERCIALGENERALLIABILITY 99513166 1/1/2026 5/1/2026 EACHOCCURRENCE $1000000
� CLAIMS-MADE � OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
� POLICY � PR� � LOC
JECT
OTHER:
B AUTOMOBILE LIABILITY
X ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON-OWNED
AUTOS ONLY AUTOS ONLY
C X UMBRELLA LIAB I X I OCCUR
EXCESS LIAB IHI
CLAIMS-MADE
DED I X I RETENTION $ q � ���
p WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY �, � N
ANYPROPRI ETOR/PARTN ER/EXECUTIV E
OFFICER/MEMBEREXCLUDED? � N � A
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Cyber/Technology E&O Liability
73659203
56729349
71835263
D02964934
12/31/2025 5/1/2026
DAMAGETO RENTED
PREMISES (Ea occurrencel $ 1,000,000
MED EXP (Any one person) $ 10,000
PERSONAL&ADVINJURY $1,000,000
GENERALAGGREGATE $ 1,000,000
PRODUCTS - COMP/OP AGG $ 1,000,000
$
COMBINED SINGLE LIMIT $ 1,000,000
(Ea accidentl
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
PROPERTYDAMAGE $
(Per accidentl
Coll $ 1,000
5/1/2025 5/1/2026 I EACH oCCURRENCE $ 10,000,000
I AGGREGATE $ 10,000,000
$
12/31/2025 5/1/2026 IX I STATUTE I I�RH
I E.L EACH ACCIDENT $ 1,000,000
5/1/2025 5/1/2026
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
Aggregate Limit $10,000,000
Per Claim Limit $10,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
The City of Fort Worth, its officers and employees are included as Additional Insured in accordance with the policy provisions
of the General Liability and Automobile Liability policies. A Waiver of Subrogation is granted in favor of Certificate Holder
in accordance with the policy provisions of the General Liability and Automobile Liability policies.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS.
Transportation and Public Works Dept
311 West 10th Street AUTHORIZED REPRESENTATIVE
Fort Worth TX 76102
����� � ���
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
M&C Review
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 12/9/2025 REFERENCE NO.: ��M&C 25- LOG NAME: Za2026 PAY STATION
1134 CONTRACT
CODE: G TYPE: CONSENT PUBLIC N�
HEARING:
SUBJECT: (CD 7 and CD 9) Authorize Agreement with Flowbird America, Inc., in an Amount Up to
$750,000.00 for a Three-Year Initial Term and Two One-Year Renewal Options in an
Amount Up to $325,000.00 Annually for Product, Parts, and Services for Pay and Display
Parking Meters for the Transportation and Public Works Department
RECOMMENDATION:
It is recommended that the City Council authorize an agreement with Flowbird America, Inc., in an
amount up to $750,000.00 for a three-year initial term and two one-year renewal options in an amount
up to $325,000.00 annually, for pay and display parking meter products, parts, and services for the
Transportation and Public Works Department.
DISCUSSION:
On March 1, 2016, Mayor and Council Communication (M&C) P-11839 authorized an agreement with
Parkeon, Inc., for parking equipment and services for Transportation and Public Works Department
(TPW). The contract began on March 2, 2016, and ended on March 1, 2021.
On December 15, 2020, M&C 20-0950 authorized an agreement with Parkeon Inc., for parking
equipment and services for TPW. The contract began on March 1, 2021, and ends on February 28,
2026.
TPW will use this agreement with FlowBird America (formerly known as Parkeon Inc.) to purchase
additional on-street parking paystations, smart meters, maintain back-office connectivity and purchase
repair parts to keep the parking infrastructure operational. The City currently has 3,100 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.
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 Flowbird
America, Inc., is the sole provider of parking paystation meter products and services.
On August 22, 2025, a sole source exemption was approved by the City Attorney's Office.
Funding is budgeted in the Municipal Parking Fund and the Municipal Parking Capital Proj Fund for
the MPS Parking Stations project for the TPW Department.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating and capital budgets,
as previously appropriated, in the Municipal Parking Fund and the Municipal Parking Capital Proj Fund
for the MPS Parking Stations 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.
TO
I Fund I Department Account Project Program Activity Budget Reference # Amount �
ID ID Year (Chartfield 2)
FROM
I Fund I Department Account Project I Program I Activity Budget Reference # Amount
ID ID Year (Chartfield 2) ,
Submitted for Citv Manaaer's Office bv:
Oriainatinq Department Head:
Additional Information Contact:
Jesica McEachern (5804)
Lauren Prieur (6035)
Monty Hall (8662)
ATTACHMENTS
202026 PAY STATION CONTRACT fid table.xlsx (CFW Internal)
202026 PAY STATION CONTRACT funds avail.docx (CFW Internal)
Approved Chapter 252 Exemption Form Flowbird-Parkeon 2025.pdf (CFw Internal)
Form 1295 Flowbird America 20250925.pdf (CFW Internal)
MC Map 2026PavStationContract.pdf (CFW Internal)
Page 1 of 1
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FORT i�'ORTI I
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http://apps.cfwnetorg/council�ackeUmc review.asp?ID=33995&councildate=l2/9/2025 1/20/2026
F�RT �aRTH�
Routing and Transmittal Slip
Transportation & Public Works
DOCUMENT
TITLE:
M&C: 25-1134
Date: 1/20/2026
Vendor Services Agreement: Flowbird America, Incorporated
CPN: CSO: DOC#:
To: Name Department Initials Date Out
1. Justin McLaughlin TPW - Signature �M JFM 1/20/2026
2. Lora Caroseilli TPW — Initial �
3. Peter Elliott TPW — Initial �E,_
4. Chelsea St. Louis TPW — Initial ��
5. Martin Phillips TPW — Initial ,;���
6. Lauren Prieur TPW — Signature �
7. AmarnaMuhammad TPW - Signature'�"'
8. Jesica McEachern CMO — Signature
9. Katherine Cenicola CMO - Initial ��
10. Jannette Goodall CMO - Signature
11. Allison Tidwell CMO
12. Justin McLaughlin TPW
13. Tabitha Giddings TPW
DOCUMENTS FOR CITY MANAGER'S SiGNATURE: All documents received from any and all
City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next 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 Notary Tabs
Thank you!
F�RT��RTHo
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name
Flowbird America, Incorporated
SUb� eCt Of the AgPeeTrleTit. CD 7& 9 Authorize an Agreement with Flowbird America, Incorporated in an Amount Up to $750,000.00 for a Three-Yeai
Initial term and two one year renewal options in an Amount up to $325,000.00 For Product Parts, and Services
for Pay and Display Parking Meters for the Transportation and Public Works Department.
M&C Approved by the Council? * Yes ❑✓ No ❑
If �so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑✓
If �so, provide the original contract number and the amendment number.
Is the Contract "PermanenY'? *Yes ❑ No 0
If �unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 3/1/2026 Expiration Date: 3/1/2026
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑✓ No ❑
*If �so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable. n/a
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑✓ No ❑
Contracts need to be routed for CSO processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.