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HomeMy WebLinkAbout310298 AUTOVU TECHNOLOGIES - CONTRACT - CONTRACT - 3308018SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and AutoVu Technologies Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within ten (10) days following execution of this Agreement. Services shall be completed no later than February 29, 2004. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: SA 10/01 DEC-23-03 12:00 PM AUTOYU TECHNOLOGIES INC 514 843 5272 P.03 I — % MARSH Certificate of :nsuranee Nos 03-3 Dated.- Dee..22r 2003 This dodUmant tiWarsodes any cord!IWto ONvlousty iaaWd under this number This is to comity that a pellclss of insurance dsscdbad hem!" have been Wucd to the lnsured avmsd hancia ibr Ole poll cy period indicated. Ngt rithstandirry any o yuirearmq term or condition of any contract or other daeumellt girth reWat to which tto Certificate maybe tweed or may pertsln, the !nsur• +r a aCnitiad by thapoliciea 4;Xd dd hmoin io subject to III the Irma, condthons and exclusions of such policies. Limits shown rngybag, 1 bean raduc0d by ;old clams, This CerttliaM 13 Isn - d w smaller of rntartnction anty and centers no dg to upon the Certlfk-ala Holder udler thou ttlEm provided by this polloy. Thta CertiAar r dose not srnand, mtond or Alter the covcrsar. Afforded by the poliedi dveeribed herein, Nams and Wines? of Insured! Cartifieate issued to: ALrM VU TECHIs DLOQI E$ Ite— CITY OF FOR I' COLLINS 300 Solrrt-3aeram lint Sheet • SUlls 415 P.O. Box 5BO Montreal cc Furt Cvillns, CO H2Y W 80522 USA Effeetive/ rypa(a) or Expiry Idmtt(s) xnsuraneg !.3iY ila� PauevNolI Covarsda ofLinbility, Comprehensive 1! ican Group TOL 07475T May 27, 2003 Bodily Irtury and Property CONS 2,01J0,0m Poe .-)anent Uobllity to Darel occurrence May 27, 200A CON{ 2,000,000 Armed aggrogah EA¢lal enndrtroas• CITY OF COLLINS 1111 - dud as Add'.tlonot Insured, nut only vwrh respect to the operations of the Nomod Irsurad. lahtlrra wseauagialmi Should any of the polle I a doavrlbgd hnreln be cancelled borers the expiratlon eats Ihareat, dto Insurer i0orddnd coverage Y411 endeavor to moll 30 days wrlean nvtivo to tP r Carflflcwto Holder homed harem, but ralldra tc mall surh notice short Impodo no Obligation or liability es any kind upun wo ieeurer affording Amer:; lo, Its agents or ropposentaeves. W.roh a..w rarxud - — ai0a �re0a1 Cerloao Awe' A. swilu Im hrsdvea6 Q¢rbee IGA ]ry iatepbow 5ls 36S d700 Mr.> REIR- CANMA L;MITED ItH 100/200 d IU-i CPU ilit Ili DN secure ~wart-YOd: IV:V f0-fr-211C Exhibit "C" Randy Hensley, Project Manager - The Project Manager (PM) is responsible for approving intermediate payments based on deliveries of equipment, software or services. The PM will provide final acceptance, as appropriate. "Final Acceptance" shall mean approval, in writing, of the completed installation after allowing what the PM deems to be sufficient operating time in a production environment to allow the PM to determine that such installation and implementation complies with the Scope of Work and/or Specifications relevant to the project. Final acceptance will occur no later than 30 days from date of implementation. The City agrees to pay the Service Provider the price of $72,600 (Seventy two thousand six hundred dollars) for the Equipment in United States Currency. Upon execution of this contract, the Service Provider will invoice the City for the Invoiced Amount stipulated above as per the following schedule: 40 % on delivery of the Equipment. 40 % on completion of installation and training by the Service Provider. 20% within 30 days of Final Acceptance. Payment of invoices shall be due within 30 days of receipt. SA 10/01 10 City: City of Fort Collins Purchasing P.O. Box 580 Ft. Collins, CO 80522 Attn: John Stephen Service Provider: AutoVu Technologies Inc. Suite 415 300 St Sacrement Montreal, Quebec Canada, H2Y 1X4 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, the sum of Seventy-two Thousand Six Hundred Dollars ($72,600.00) Cost Breakdown is attached Exhibit "C". 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City SA 10/01 2 under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformance's in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformance's, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, SA 10/01 3 agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. SA 10/01 4 CITY OF FORT COLLINS, COLORADO A municipal corporation By: John FJ. Fischbach City Manag/err Jam O'Neill ll, CPPO, FNIGP Direrof Purchasing and Risk Management n� H '.. Date: f 72_. i 2R ly3 EST: ay,; lOrk •.APPROV A l F RM: sAssi' ity Attorney AutoVu Te noloZil)nc. By: Terre. Hubert PRINT NAME PRESIDENT & CEO ��� Date: 1 ct 9r�►1�-� c SA 10/01 Exhibit "A" Scope of Work AutoVu, Service Provider, will provide the following equipment, known as one unit of "AutoFind Equipment". This unit is equipped to read vehicle license plates parked on and off street for the purpose of enforcement of overtime parking restrictions and for the identification of scofflaw vehicles. The Equipment (deliverables) is comprised of the following: (i) One Pentium computer running Windows software (ii) Two frame grabbers (iii) One touch screen (iv) Two roof mounted cameras (v) Two tire imaging cameras (vi) Two rotating platforms (vii) Mounting hardware and miscellaneous wiring (viii) Application software for finding scofflaw and overtime parked vehicles (ix) MS Access 97 database (x) Administrative software package for statistical data reporting and analysis (xi) A utility box designed to accommodate Service Provider's equipment, and designed to be installed in a 2004 Dodge Dakota 4X4 pickup truck (truck to be supplied by City.) (xii) Heater or other equipment as necessary to insure the cold -weather operation of Service Provider's equipment once it is installed in the utility box (Item A.) Upon receipt of the Equipment by the City at the City's facility the City agrees to be responsible for the Equipment. In the event of a total or partial loss after such receipt the City shall pay for replacement parts plus a markup of 25% plus shipping charges and shipping insurance. At no time shall the City be liable for any damages or loss during transit of the equipment. 1. The Service Provider will provide specifications to the City, which will allow the City to prepare its vehicle to receive Service Provider's equipment. Service Provider will install the equipment listed above into the City's vehicle in a professional manner approved by City of Fort Collins. 2. The Service Provider will install one (1) Wireless Communication Interface Server (WCIS) at the City's location in a professional manner approved by City of Fort Collins. The City acknowledges that the WCIS and all data resident thereon shall remain the property of the Service Provider. Service Provider acknowledges that the WCIS will remain available to City at City's location as long as City is using the equipment package described above. 3. The City will provide and make available to the Service Provider a DSL or Cable modem enabled for Internet connectivity at its expense at the location where the WCIS is installed. Service Provider and the City agree to investigate and cooperate on the feasibility of using City's existing Internet connectivity to accommodate the functions required by Service Provider in this paragraph, recognizing that it is the City's preference to use the City's existing Internet connectivity if at all possible. Service Provider will make its technical staff available to the City SA 10/01 6 for a reasonable amount of time to implement an Internet connection if it is determined to be feasible. 4. Service Provider will configure the equipment and software to read vehicle license plates parked on and off street for the purpose of enforcement of overtime parking restrictions and for the identification of scofflaw vehicles and insure that a fully operational system exists for the City's use, including maps of the City that will be an integral part of the software system. 5. Service Provider will demonstrate the operability of the system to City staff as part of the installation and training process in accordance with section 10 below. 6. Warranty a. The Service Provider agrees to provide to the City a full no cost twelve (12) month warranty on the Equipment. The warranty is effective starting from the date of Acceptance of the Equipment and agreed to in writing. The warranty applies to hardware and software components and all labor. The Service Provider or an authorized service agent will perform remedial work on the Equipment at the Service Provider's sole cost and expense during the warranty period. Telephone support will be provided as part of the warranty service at no additional charge. b. The Service Provider or an authorized service agent will provide free maintenance during the warranty period. In the event of Equipment malfunction, the City agrees to notify the Service Provider. The Service Provider agrees to provide Equipment maintenance service, including: i. Four-hour telephone and pager response. ii. The Service Provider will work with the City's personnel on site to diagnose the problem and effect repair. If the problem cannot be corrected over the phone, the Service Provider will provide on site maintenance to repair an Equipment failure within a maximum of 48 hours from the time the Equipment malfunction was reported, statutory holidays and weekends excepted. Maintenance parts will be furnished by the Service Provider and will be new or equivalent to new in performance when used in the Equipment. c. Service Provider will provide extended warranty at a cost of $9438.00 per year for a period of no less than two years, to be paid annually on or before the anniversary of the date of execution of this Agreement, beginning at the second year of this contract. The warranty will include all elements of the first year's warranty, including any and all software updates and maintenance work. The Service Provider will provide an additional two year extended warranty at a cost of $10,855.00 per year, to be paid annually, beginning at the forth year of this contract. d. The Service Provider makes no warranty regarding the model life of the Equipment. e. It is understood and agreed that the Service Providers warranty will not apply to any Equipment in the following situations: SA 10/01 7 (i) Failure to provide a suitable operating environment for the Equipment Use of the Equipment for purposes other than that for which it was designed Failure to monitor or operate the Equipment in accordance with applicable Service Provider specifications (iv) Unauthorized attachment or removal or alteration of any part of the Equipment (v) Unusual mechanical, physical or electrical stress (vi) Modifications or repairs done by other than the Service Provider or its service agent(s) (vii) Any other abuse, misuse, neglect or accident. f. Charges for repair and maintenance pursuant to Section 6.e shall be invoiced to the City at Service Providers Labor Rate of One Hundred Dollars ($100.00) per hour. Where applicable and as agreed to with the City prior to performance of the work, travel time to the Buyer's location will be charged at a rate equal to 50% of the Labor Rate (the "Travel Rate"). 7. Service Provider will provide a minimum of 3 days of training for 4 city staff. Should additional end users require training the City agrees that for each additional person a fee of $250.00 per person will be invoiced by the Service Provider plus out of pocket expenses. 8. Service Provider will provide a cost estimate to the City for providing and installing additional software to perform occupancy and turnover studies using the AutoVu equipment package. The cost estimate will be binding for one year from the date of this contract. It is understood that deployment or implementation of such will be negotiated between the parties. 9. The City will be fully responsible for its intended use of the Equipment and the Service Provider shall not be liable for indirect or consequential damages including, without limitation, loss of profit, even if notification has been given to the possibility of such damages. 10. Employees of the Service Provider and authorized service agents are covered by the insurance provided by the Service Provider while they install, maintain, service and repair the Equipment at City's location or while using the Equipment for purposes of calibration, testing, commissioning and training. SA 10/01 8 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insured on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverage's shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. The City recognizes that the Service Provider is a Canadian company located in the Province of Quebec and as such agrees that proof of compensation insurance provided by the Commission de la sante et de la securite du Travail, an agency of the Government of Quebec, meets with the City's requirements in this regard. B. Commercial General. The Service Provider shall maintain during the life of this Agreement such commercial general liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and , shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. SA 10/01 9