HomeMy WebLinkAbout07- Agreement between City of Bozeman and Genetec Inc.AGREEMENT
This Agreement is made this 22"d day of October, 2007, by and between CITY OF BC)ZEMAN, P.O. Box
1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City', and Genetec Inc.
("Genetec"), 2280 Alfred-Nobel Boulevard, Suite 400, Saint-Laurent, Quebec, CANADA H4S 2A4.
RECITALS
A. City desires to source parking enforcement software and hardware to efficiently enforce the City's 2-
hourparking limit for both street-side and lot parking within the City's three parking districts. The City's
objectives are to increase parking compliance, reduce parking ticket appeals and increase parking
revenues. The City seeks to conduct a pilot test of the proposed hardware and software solution prior to
full implementation.
B. Genetec agrees to fumish such services in accordance with the conditions herein provided and wiN
cany out the duties and obligations imposed by this Agreement.
AGREEMENT
Subject to the provisions herein set forth and in consideration of the mutual covenants herein
contained, Genetec agrees to fumish, and the City agrees to accept, certain specified services to
include: Installation of the Auto Vu Mobile lPR Unit and Back-Office Management Reporting System
(#ogether the "Products"), training and related on-site warranty conditional an satisfaction by the City
and acceptance of the AutoVu Mobile system and Back-Office Management Reporting System on
completion of pilot test.
1. Payments and Compensation
For all services performed by Genetec under this Agreement, including all expenditures and
expenses incurred by Genetec, the City agrees to make fixed payments as an initial installation fee
and a final installation fee, and scheduled payments as a maintenance fee, as follows:
A. Installation Fees. A deposit of one half of the agreed upon installation fee (the "Initial
Installation Fee") shall be payable to Genetec as a retainer before worts begins on the
site, and is due no laterthan fifteen (15) business days after both parties' acceptance
and ratification of this Agreement, for an amount of $29,000. If on completion of the
Pilot test the City accepts the AutoVu Mobile System, a "Final Installation Fee" in the
amount of $29,000 shall be payable within thirty (30) net days from the last day of the
pilot test period. If the City does not accept the AutoVu Mobile System, Genetec
shall refund the Initial Installation Fee of $29,000, less $8,000 pilot test fee or a
remaining $21,000 payable to the City within thirty (30) net days from the last day of
the pilot test period.
B. On site warrant re air. If on completion of the Pilot test the City accepts the AutoVu
Mobile System, the on site repairwarranty fee of $4,500 shall be payable to Genetec
within thirty (30) net days from the last day of the pilot test period.
Genetec Inc. Contract --- AutoVu System -City of Bozeman -October 2007 Page 1
2. Scope of Work -Pilot period
A. Vehicle Installation. Genetec agrees to installation of new equipment including one
(1) ICU, two (2) roof mounted high resolution cameras, two (2) wheel imaging color
cameras, one (1) Panasonic touch screen and mount, 802.11 Wireless Hardware, In-
vehicle mapping/GPS, all necessary cabling and mounting hardware, Hot List
Application, Timed Parking Application and Permit Parking Application onto a vehicle
supplied by the City. The pilot is scheduled to last between 14 and 28 days. City
agrees to give Genetec access to a garage equipped with a lift to complete the
installation. Installation shall occur within forty-five (45) days from both parties'
acceptance and ratification of this Agreement. The City agrees to appoint a primary
point of contact to coordinate the deployment and training.
B. AutaVu Back-Office Mana ement Re ortin S stem. Genetec agrees to installation
of the AutoVu Mobile Unit and Back-Office Management Reporting System, to
include Viewer and Evidence management software, Management Reports, and
Route Management Software onto a computer supplied by Genetec for use during
the Pilot test period.
C. Trainin Genetec agrees to provide 1.5 days of training on use of AutoVu Mobile
unit, to include Wheel Imaging, and use of Back-Office Management Reporting
System while on location immediately following the installation. Two City employee
users will be trained. Should additional training be required in the future, Genetec will
provide training at a rate of $1,DDD per day, plus applicable travel and out of pocket
expenses.
3. Scope of Work - Pinal purchase.
On successful deployment and acceptance of the AutoVu Mobile system by the City, the fallowing
Scope of Work shall occur:
A. Vehicle Installation. The pilot system will remain in service
8. AutoVu Back-Office Mana , emq ent Reporting System. Genetec agrees to installation
of the Back-Of1•ice Management Reporting System, to include Viewer and Evidence
management software, Management Reports, and Route Management Software onto
a computer or server provided by the City of Bozeman. Genetec agrees to work with
City Information Technology personnel to ensure all hardware and software is fully
operational with City Computer and the AutoVu Mobile LPR Unit. City will provide
and make available to Genetec a DSL or Cable modem enabled for Internet
connectivity at the location where the wireless back office computer will be installed.
City agrees to implement a local process whereby license plate lists for scofflaws and
parking permit holders will be sent to the AutoVu server on a daily, or as needed,
basis.
4. Performance
Genetec agrees that the AutoVu Mobile LPR Unit and Back-Office Management Reporting System
that the entire system will operate as described in Appendix A and Appendix B of the Genetec 31
May 2007 City of Bozeman Parking Commission RFP Response.
Genetec Inc. Contract - AutoVu System -City of Bozeman -October 2007 Page 2
5. Warranties by Genetec
Genetec represents and warrants to City that it has the experience and ability to pertorm the services
required by this Agreement; that it will perform said services in a professional, competent and timely
manner and with diligence and skill; that it has the power to enter into and perform this Agreement
and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon
or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel,
slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws.
The City will not determine or exercise control as to general procedures or formats necessary to
have these services meet this warranty. Genetec agrees to comply with all conditions listed in the
Appendix D: Maintenance Service /Warranty, of the Genetec 31 May 2007 City of Bozeman Parking
Commission RFP Response. The warranty period shall commence on the first full day following
successful completion of the Pilot far one (1) full year. Genetec agrees to provide full software
upgrades during the warranty period.
Genetec shall in no event be liable under any theory of contract, tart, strict liability or other legal or
equitable theory for any indirect, consequential, incidental or punitive damages of any kind, from any
cause arising out of the sale, installation, use or inability to use any product or service, even if
supplier has been advised of the possibility thereof, including, without limitation, lost profits, lost
business revenue, lost goodwill, business interruption, other economic loss or any loss of recorded
data. Any liability of Genetec for liquidated damages wilt be based on specific acceptance by
Genetec in writing only in project-specific circumstances.
6. Insurance
Genetec agrees to keep in force during the entire period of this Agreement professional liability
insurance and such general liability insurance as will protect it and the City from claims, including
claims under worker's compensation and other employee benefit laws that are applicable, for bodily
injury and death, and for property damage that may arise out of work under this agreement whether
directly or indirectly by Genetec, or directly or indirectly by sub-contractors hired by Genetec,
Minimum liability limits shall not be less than $1.5 million general liability and $1.5 million automobile
liability. Genetec shall provide proof of workers compensation insurance at the State statutory limits,
unless Genetec provides an exemption from the State Department of Labor & Industry. The City has
the right to require that the City be named as an additional insured under said insurance coverage.
7. Indemnity
Genetec shall fully indemnify and save harmless, City, its officers and employees, and each and
every one of them, from and against all actions, damages, costs, liability, claims, losses, judgments,
penalties and expenses of every type and description, including, but not limited to, any fees and/or
reasonable costs incurred by City's staff attomeys or outside attomeys and any fees and expenses
incurred in enforcing this provision (hereafter collectively refen'ed to as "Liabilities"), to which any or
all of them maybe subjected, to the extent such Liabilities are caused by or result from any negligent
act or omission orwillful misconduct of Genetec, its sub consultants, subcontractors or agents, and
their respective officers and employees, in connection with the performance or nonpertormance of
this Agreement, whether or not the City, its officers or employees reviewed, accepted or approved
any service or work product performed or provided by Genetec, and whether or not such Liabilities
are litigated, settled or reduced to judgment.
Genetec shall indemnify and hold City harmless against any claim alleging that the Products supplied
Genetec Inc. Contract - AutoVu System -City of Bozeman -October 2007 Page 3
pursuant to this Agreement and in accordance with Genetec's specifications, infringes any patent,
copyright, mask work right or other property right of a third party. Genetec shall defend at its expense
any suit yr proceeding against the City based upon such a claim and shall pay all costs and damages
awarded therein, provided that Genetec is notified promptly in writing of the suit yr proceeding and
the City cooperates in the defense of such suit.
City shall fully indemnify and save harmless, Genetec, its officers and employees, and each and
every one of them, from and against alf actions, damages, costs, liability, claims, losses, judgments,
penalties and expenses of every type and description, including, but not limited to, any fees and/ar
costs reasonable incurred by Genetec's staff attorneys or outside attorneys and any fees and
expenses incurred in enforcing this provision (hereafter collectively referred tv as "Liabilities"), to
which any or all of them may be subjected, tv the extent such Liabilities are caused by or result from
any negligent act or omission or willful misconduct of City, its sub consultants, subcontractors or
agents, and their respective officers and employees, in the use of the Products or in connection with
the pertvrmance ar nonperformance of this Agreement, whether or not City, its officers or employees
reviewed, accepted or approved any service or work product performed or provided by Genetec, and
whether or not such Liabilities are litigated, settled or reduced to judgment.
8. Independent Contractor
Genetec acknowledges that the services rendered under this Agreement shall be solely as an
independent contractor. Genetec shall not enter into any contract or commitment on behalf of City.
Genetec further acknowledges that it is not considered an affiliate ar subsidiary of City, and is not
entitled to any City employment rights ar benefits. It is expressly understood that this undertaking is
not a joint venture.
9. Confidentiality
Genetec recognizes and acknowledges that this Agreement creates a bi-lateral confidential
relationship between Genetec and City and that information concerning both Genetec and City's
business affairs, customers, vendors, finances, properties, methods of operation, computer
programs, and documentation, and other such information, whether written, oral, ar otherwise, is
confidential in nature. All such information concerning City is hereinafter collectively referred to as
"Confidential Information."
City recognizes and acknowledges that this Agreement creates a bi-lateral confidential relationship
between City and Genetec and that information concerning both City's and Genetec's business
affairs, customers, vendors, finances, properties, methods of operation, computer programs,
hardware and documentation, and other such information, whether written, oral, or otherwise, is
confidential in nature. All such information concerning Genetec is hereinafter collectively referred to
as "Confidential Information."
10. Non-Disclosure
Genetec and City agree that, except by mutual agreement of both parties, they will not at anytime
during or after the term of this Agreement disclose any Confidential Information to any person
whatsoever and that upon the termination of this Agreement they will turn over to each other all
documents, papers, and other matter in their respective possession or control that relate to the
other. Genetec and City further agree to bind their employees and subcontractors to the terms and
conditions of this Agreement.
Genetec Inc. Contract - AutoVu System -City of Bozeman -October 2007 Page a
11. Office Rules
Genetec shall comply with all office rules and regulations, including security requirements, when on
City premises.
12. Conflict of Interest
Genetec shall not offer or give a gratuity of any type to any City employee or agent
13. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of
Montana. fn the event of dispute regarding the terms of this contract, the parkies agree to attempt
mediation of the conflict prior to pursuing litigation.
14. Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and may not be amended without
the specific written consent of both parties. Any notice given under this Agreement shall be sufficient
if it is in writing and if sent by certified or registered mail.
IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year
first above written.
GENETEC INC.
By:
Pierr Hubert, Business Development
Director
CITY OF BOZEMAN
By:
Chns Kukulski, City Hager
ATTEST:
St cy UI ,City erk
Genetec Inc. Contract - AutoVu System -- City of Bozeman -October 2U07 Page 5