HomeMy WebLinkAboutReso 2021-3247RESOLUTION NO. 2021- 32--7
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING AN AGREEMENT WITH PAYBYPHONE TECHNOLOGIES,
INC. TO PROVIDE A MOBILE PAYMENT PROGRAM FOR PARKING SERVICES,
ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Sunny Isles Beach ("City") is in need of a contractor to provide a
Mobile Payment Program for Parking Services ("Services"); and
WHEREAS, the City of Miami, Florida entered into an Agreement with PayByPhone
Technologies, Inc. on November 30, 2014, to provide a Mobile Payment Program for Parking
Services; and
WHEREAS, PayByPhone Technologies, Inc. has agreed to offer the City the same terms,
conditions and pricing as that offered to the City of Miami, Florida; and
WHEREAS, pursuant to the City's procurement code provisions, purchases made under
state, county or other governmental contracts, or competitive bids with other governmental
agencies are exempt from the City's competitive bidding procedures; and
WHEREAS, the City wishes to enter into an Agreement with PayByPhone Technologies,
Inc. to provide Services to the City for Twenty -Seven Cents ($0.27) per parking transaction,
attached hereto as Exhibit "A", for five (5) years.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Agreement
with PayByPhone Technologies, Inc. to provide a Mobile Payment Program for Parking Services
to the City for Twenty -Seven Cents ($0.27) per parking transaction, attached hereto as Exhibit
"A", for five (5) years.
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
@BCL@4COCDFAO.doc Page 1 of 2
AT
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PASSED AND ADOPTED this 141h day of Septe ber 2021.
Mz�uricio B�tancur, CMC, City Clerk
Larisa Svechin, Mayor
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
C'.,- Q-9��
�E ward . Dion, City Attorney
Moved by:�6bLd�j�j /✓Seconded by: "Ifl, DN�c�T L /�
Vote:
Mayor Svechin
Commissioner Goldman
Commissioner Lama
Commissioner Viscarra
(Yes) (No)
(Yes) (No)
-4 (Yes) (No)
(Yes) (No)
@BCL@4COCDFAO.doc Page 2 of 2
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AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH
AND PAYBYPHONE TECHNOLOGIES, INC.
CONTRACT NO. 2021- 6399
ft i
HIS AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate,
this aday of KIN l`b�iQ---o , 2021, by and between the CITY OF SUNNY ISLES
BEACH, Florida, (hereinafter referred to as "City"), and PAYBYPHONE TECHNOLOGIES,
INC., a corporation authorized to do business in the State of Florida (hereinafter referred to as
"Contractor") whose Federal I.D. # is 98-0623595.
RECITALS
WHEREAS, the City of Sunny Isles Beach (the "City") is in need of a Contractor to
provide a mobile payment program for parking services ("Services"); and
WHEREAS, the City of Miami, Florida entered into an Agreement with Contractor on
November 30, 2014, via Request for Production ("RFP") No, 14-06 to provide a mobile payment
program for parking services, as amended, and as more particularly described in Attachment "A",
a copy of which is attached hereto and incorporated herein by reference; and
WHEREAS, Contractor has agreed to offer the same pricing terms to the City as that
offered to the City of Miami, Florida, as more particularly described in Attachment "A", attached
hereto and made a part hereof; and
WHEREAS, pursuant to the City's procurement code provisions, purchases made under
state, county or other governmental contracts, or competitive bids with other governmental
agencies are exempt from the City's competitive bidding procedures; and
WHEREAS, the City wishes to enter into this Agreement with Contractor to provide the
Services to the City for Twenty Seven Cents ($0.27) per parking transaction, in accordance with
the pricing terms offered to the City of Miami, Florida via RFP No. 14-06, the resulting contract,
and all addenda thereto, in accordance with Option 3 of Appendix A of the Second Amendment to
said contract; and
NOW THEREFORE, in consideration of the promises and the mutual covenants herein
name, the parties agree as follows:
1. SERVICES. Contractor agrees to perform the Services as more particularly described
in Attachment "A", a copy of which is attached hereto and incorporated herein by reference. The
Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to
have a qualified representative to audit and inspect the Services provided on a regular basis to
ensure all Services are being performed in accordance with the City's needs and pursuant to the
terms of this Agreement, and shall report to the City accordingly. Contractor will require its
employees to perform their work in a manner befitting the type and scope of work to be
performed.
2021-6399-PAYBYPHONE TECHNOLOGIES, INC.
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
2. COMPENSATION. The Contractor agrees to provide the desired Services to the City in
an amount not to exceed Twenty Seven Cents ($0.27) per parking transaction in accordance with
Pricing Option No. 3 of Appendix A of Amendment 2 to the City of Miami Agreement pursuant
to RFP No. 14-06. Payment to Contractor for all charges and tasks under this Agreement and the
schedule of charges reflected in the Contractor's response to the City of Miami, Florida, via RFP
No. 14-06, shall be in accordance with this Agreement and under the following conditions:
a. Disbursements. There are no reimbursable expenses associated with this contract.
b. Payment Schedule. Contractor shall submit invoices to the City on a monthly basis.
Invoices received from the Contractor pursuant to this Agreement will be reviewed
by the initiating City Department. If services have been rendered in conformity
with the Agreement, the invoice will be sent to the Finance Department for
payment. Invoices must reference the contract number assigned hereto. Invoices
will be paid in accordance with the State of Florida Prompt Payment Act.
C. Availability of Funds. The City's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation for its purpose by the City
Commission.
d. Final Invoice. In order for both parties herein to close their books and records, the
Contractor will clearly state "final invoice" on the Contractor's final/last billing to
the City. This certifies that all services have been properly performed and all
charges and costs have been invoiced to the City. Since this account will thereupon
be closed, any other additional charges, if not properly included on this final
invoice, are waived by the Contractor.
Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor
with the prior written approval of the City. If the City disputes any charges on the invoices due to
billing inaccuracies or other billing errors, it maymake payment of the uncontested amounts and
withhold payment on the contested amounts until they are resolved by agreement with
Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The
Contractor further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this Agreement.
3. INITIAL TERM AND OPTIONAL RENEWALS. Subject to the provisions relating
to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin
upon the execution of this Agreement and shall end no later than five (5) years thereafter.
2021-6399 — PAYBYPHONE TECHNOLOGIES, INC. 2
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
4. TERMINATION AND REMEDIES FOR BREACH.
a. Termination for Convenience of City. The City may, for its convenience and
without cause terminate the Services then remaining to be performed at any time
by giving Contractor thirty (30) days written notice.
b. Termination for Insolvency. The City also reserves the right to terminate the
remaining Services to be performed in the event the Contractor is placed either in
voluntary or involuntary bankruptcy or makes any assignment for the benefit of
creditors.
C. In the event of termination, all finished and unfinished documents, data and other
work product prepared by Contractor for City under this Agreement shall be
delivered to the City and the City shall compensate the Contractor for all Services
satisfactorily performed prior to the date of termination. In the event of
termination, the contractor will only be compensated for Services satisfactorily
rendered as of the effective date of termination. Under no circumstance will the
Contractor be entitled to any special, incidental, or consequential damages,
including but not limited to payment for theremaining unexpired term.
d. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to
the City for damages sustained by it by virtue of a material breach of the
Agreement by Contractor and the City may reasonably withhold payment to
Contractor for the purposes of set-off until such time as the exact amount of
damages due the City from the Contractor is determined.
S. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an
independent Contractor and shall be treated as such for all purposes. Nothing contained in this
Agreement or any action of the parties shall be construed to constitute or to render the Contractor
an employee, partner, agent, shareholder, officer or in any other capacity other than as an
independent Contractor other than those obligations which have been or shall have been
undertaken by the City. Contractor shall be responsible for any and all of its own expenses in
performing its duties as contemplated under this Agreement. The City shall not be responsible for
any expense incurred by the Contractor. The City shall have no duty to withhold any Federal
income taxes or pay Social Security services and that such obligations shall be that of the
Contractor, other than those set forth in this Agreement. Contractor shall furnish its own
transportation, office and other supplies as it determines necessary in carrying out its duties under
this Agreement.
6. INDEMNIFICATION AND WAIVER OF LIABILITY The Contractor agrees, to
the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents,
representatives, officers, directors, officials and employees from and against claims, damages,
losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of
appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts,
2021-6399-PAYBYPHONE TECHNOLOGIES, INC. 3
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
errors, mistakes or omissions relating to professional Services performed under this Agreement.
The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives,
officers, directors, officials and employees shall arise in connection with any claim, damage, loss
or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment,
or destruction of tangible property including loss of use resulting therefrom, caused by any
negligent acts, errors, mistakes or omissions related to Services in the performance of this
Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may
be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration
to the Contractor for the indemnification set forth in this Agreement.
7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, .procure and maintain the following minimum
insurance coverages to protect the City and Contractor against all loss, claims, damage and
liabilities caused by Contractor, its agents, or employees, as indicated below:
❑ Comprehensive General Liability Insurance, including broad form
contractual liability coverage for all operations, including, but not limited
to, Premises/Operations, Products/Completed Operations, Contractual,
Employers Liability, Personal Injury and Property Damage liability with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence.
❑ Worker's Compensation, as required by the State of Florida Employer's
Liability.
Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or
self-insurance maintained by the City. Such insurance shall not diminish Contractor's
indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies
authorized to do business under the laws of the State of Florida and acceptable to the City with a
minimum A.M. Best rating of A -Excellent. Before any work under this Agreement is
performed, and at any time upon request, Contractor shall furnish to the City certificates of
insurance evidencing the minimum required coverage and shall be appropriately endorsed
for contractual liability, with the City named as additional insured. All policies shall contain
a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by
insurance companies acceptable to the City Manager or his designee. All insurance policies and
certificates of insurance shall provide that the policies may not be canceled or altered without thirty
(30) days prior written notice to the City. Contractor shall also require and ensure that each of its
sub -contractors providing services hereunder (if any) procures and maintains, until the completion
of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS
2421-6399 — PAYBYPHONE TECHNOLOGIES, INC.
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN
WRITING BY THE CITY.
8. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
this Agreement or any time for a period of 10 (Ten) years subsequent to that date upon which the
Contractor shall leave the employment of the City for any reason whatsoever, disclose to any
person or entity, other than in the discharge of the duties of the Contractor under this Agreement,
any information which the City designates in writing as "confidential." As a violation by the
Contractor of the provisions of this Section could cause irreparable injury to the City and there is
no adequate remedy at law for such violation, the City shall have the right, in addition to any other
remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions
9. WAIVER. The failure or delay of any party at any time to require performance by another
party of any provision of this Agreement, even if known, shall not affect the right of such party to
require performance of that provision or to exercise any right, power or remedy hereunder. Any
waiver by any party of any breach of any provision of this Agreement should not be construed as
a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself,
or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any
party in any circumstance shall, of itself, entitle such party to any other or further notice or demand
in similar or other circumstances.
10. FORCE MAJEURE. Neither party shall be responsible for damages or delays caused by
Force Majeure or other events beyond the reasonable control of the party and which could not
reasonably have been anticipated or prevented. For purposes of this Agreement, Force Majeure
includes, but is not limited to, adverse weather conditions, floods, epidemics, war, riot, lockouts,
and other industrial disturbances; unknown site conditions, accidents, sabotage, fire loss of or
failure to obtain permits, unavailability of labor, materials, fuel, or services; court orders; acts of
God; acts, orders, laws, or regulations of the Government of the United States or the several states,
or any foreign country, or any governmental agency. In the event that Force Majeure occurs, the
parties shall mutually agree on the terms and conditions upon which Services may continue.
11. AUDIT. The Contractor shall make available to the City or its representative all required
financial records associated with the Agreement for a period of three (3) years.
12. ASSIGNMENT. Neither party may assign this Agreement or the rights and obligations
thereunder to any third party without the prior express written approval of the other party, which
shall not be unreasonably withheld.
13. SEVERABILITY OF ILLEGAL PROVISIONS. Wherever possible, each provision
of this Agreement shall be interpreted in such a manner as to be effective and valid under the
applicable law. Should any portion of this Agreement be declared invalid for any reason, such
declaration shall have no effect upon the remaining portions of this Agreement.
2021-6399 - PAYBYPHONE TECHNOLOGIES, INC. S
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state
civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of
the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development
Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with
Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with
Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will
not discriminate against any employee or applicant for employment because of race, color, creed,
religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or
status with regard to public assistance. The Contractor will take affirmative action to insure that
all employment practices are free from such discrimination. Such employment practices include
but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided by the City
setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply
with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation
Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any
Federally assisted program.
15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by
the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by
Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by
reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder.
The Contractor covenants that it presently has no interest and shall not acquire any interest, directly
or indirectly which could conflict in any manner or degree with the performance of the Services.
The Contractor further covenants that in the performance of this Agreement, no person having any
such interest shall knowingly be employed by the Contractor. The Contractor guarantees that
he/she has not offered or given to any member of, delegate to the Congress of the United States,
any or part of this contract or to any benefit arising therefrom.
16. AVAILABILITY OF FUNDS. This Agreement is executor only to the extent of City
funds approved and appropriated for this specific purpose by the City Commission. This
Agreement shall be subject annually to the availability and appropriation of funds. If the City
should not appropriate or otherwise make available funds sufficient to procure Services pursuant
to this Agreement, during the initial term or any optional renewal term, the City may unilaterally
terminate any and all contractual or other obligations herein without any further liability or penalty
upon twenty (20) days written notice to Contractor. Any obligation for payment under this
Agreement shall be made solely from appropriated funds. The City shall have no legal or equitable
obligation to approve any funds in the future and in the event of the City's decision not to approve
and appropriate any additional funds the City shall have no further liability to Contractor.
17. PUBLIC ENTITY CRIMES. Contractor on its behalf and its affiliates agrees and affirms
that it has not been placed on the convicted vendor list following a conviction of a public entity
crime as provided for in Section 287.133(2)(a), Florida Statutes, which states that a person or
2021-6399 - PAYBYPHONE TECHNOLOGIES, INC. 6
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
affiliate who has been placed on the convicted vendor list following a conviction for public entity
crime may not submit a bid on a contract to provide any goods or services to a public entity, may
not submit a bid on a contract with a public entity for the construction or repair of a public building
or public work, may not submit bids on leases or real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract
with any public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO, for a period of 36 months
from the date of being placed on the convicted vendor list.
18. NOTICES. All notices and other communications required or permitted to be given
under this Agreement by either party to the other shall be in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested, (ii).by guaranteed overnight delivery by a nationally recognized courier service,
or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or
registered mail, first class postage prepaid, return receipt requested or by overnight delivery by
traditionally recognized courier service), addressed to such party as follows:
If to the City:
Christopher J. Russo
With a copy to:
City Manager
Edward A. Dion
City of Sunny Isles Beach
City Attorney
18070 Collins Avenue
City of Sunny Isles Beach
Fourth Floor
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Fourth Floor
Tel: (305) 792-1701
Sunny Isles Beach, Florida
33160
Tel: (305) 792-1702
If to the Contractor:
Shawn Graver
With a copy to:
PayByPhone Technologies, Inc.
1168 Hamilton Street, Suite 403
Legal@paybyphone.com
Vancouver, BC
V6B 2S2, Canada
Tel: 1(604) 642-4286
E-mail: sgt-aver@i)L)aybyphone.co
19. PUBLIC RECORDS. The Contractor shall be required to comply with the following
requirements under Florida's Public Records Law:
(i.) Contractor shall keep and maintain public records required by the City to perform the
service.
2021-6399 - PAYBYPHONE TECHNOLOGIES, INC. 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
(ii.) Upon request from the City, Contractor shall provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided
by law.
(iii.) Contractor shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the Contractor does not
transfer the records to the City.
(iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all
public records in possession of the Contractor or keep and maintain public records required by the
City to perform the service. If the Contractor transfers all public records to the City upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided by Contractor to the City, upon request from the City, in a format that is compatible with
the information technology systems of the City.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins Avenue,
41h Floor, Sunny Isles Beach, Florida 33160.
20. BACKGROUND CHECKS. A criminal background check will be required for any
employee of the Contractor performing Services under this Agreement. The Contractor shall be
required to perform the criminal background check at their own sole cost and expense through the
City. The Contractor shall ensure that only their properly designated employees listed with the
City Manager be permitted to perform Services. In the event the designated employees are
removed by the Contractor, the Contractor shall immediately notify the City Manager or his
designee. Additionally, identification cards will be provided by the City at the Contractor's sole
cost and expense. Contractor shall ensure that all designated employees wear the City's provided
identification cards while performing Services.
21. ATTORNEYS' FEES. If any civil action, arbitration or other legal proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provision of this Agreement, the successful or prevailing
party shall be entitled to recover reasonable attorneys' fees and costs in that civil action,
arbitration or legal proceeding, in addition to any other relief to which such parry or parties
may be entitled.
2021-6399 - PAYBYPHONE TECHNOLOGIES, INC.
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
22. JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING,
WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR
RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED
HEREUNDER, THE PERFORMANCE HEREOF, OR THE RELATIONSHIP CREATED
HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND
NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY
ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE
ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND
UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.
23, GOVERNING LAW. This Agreement is and shall be deemed to be a contract entered
into and made pursuant to the laws of the State of Florida and shall in all respects be governed,
construed, applied and enforced in accordance with the laws of the State of Florida.
24. JURISDICTION AND VENUE. The parties acknowledge that a majority of the
negotiations, anticipated performance and execution of this Agreement occurred or shall occur in
Miami Dade County, Florida. Any civil action or legal proceeding arising out of or relating to this
Agreement shall be brought only in the courts of record of the State of Florida in Miami Dade
County or the United States District Court, Southern District of Florida, Miami Division. Each
party consents to the exclusive jurisdiction of such court in any such civil action or legal
proceeding and waives any objection to the selection of venue of any such civil action or legal
proceeding in such court and/or the right to bring an action or proceeding in any other court.
Service of any court paper may be effected on such party by mail, as provided in this Agreement,
or in such other manner as may be provided under applicable laws, rules of procedures or local
rules.
25. REFERENCE TO PARTIES. Each reference herein to the parties shall be deemed to
include their successors, assigns, heirs, administrators, and legal representatives, all whom shall
be bound by the provisions hereof.
26. MUTUALITY OF NEGOTIATION. Contractor and City acknowledge that this
Agreement is a result of negotiations between Contractor and City, and the Agreement shall not
be construed in favor of, or against, either party as a result of that party having been more involved
in the drafting of the Agreement.
27. AMENDMENT. No amendment to this Agreement shall be effective except those agreed
to in writing and signed by both of the parties to this Agreement.
28. SECTION HEADINGS. The section headings herein are included for convenience only
and shall not be deemed to be a part of this Agreement.
2021-6399-PAYBYPHONE TECHNOLOGIES, INC. 9
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
29. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be an original and all of which shall constitute the same instrument.
30. RIGHTS OF THIRD PARTIES. Nothing in this Agreement, whether express or implied,
is intended to confer any rights or remedies under or by reason of this Agreement on any persons
other than the parties hereto and their respective legal representatives, successors and permitted
assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of
any third persons to any party to this Agreement, nor shall any provision give any third persons
any right of subrogation or action over or against any party to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, including exhibits, (if any) constitutes the
entire Agreement between the parties hereto with respect to the subject matter hereof. There are
no other representations, warranties, promises, agreements or understandings, oral, written or
implied, among the Parties, except to the extent reference is made thereto in this Agreement. No
course of prior dealings between the parties and no usage of trade shall be relevant or admissible
to supplement, explain, or vary any of the terms of this agreement. No representations,
understandings, or agreements have been made or relied upon in the making of this Agreement
other than those specifically set forth herein. In the event any provision of this Agreement is found
to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall nevertheless be binding upon the parties with the same effect as though the void
or unenforceable provisions had been severed and deleted. No waiver of any provision of this
Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party
granting such waiver.
32. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES.
Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the
Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is
prohibited. Contractors must certify that the company is not participating in a boycott of Israel. Any
contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the
City's option if it is discovered that the entity submitted false documents of certification, is listed on
the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or
Syria after July 1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the
company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of
Israel. Contractors must submit the certification that is attached to this agreement as Attachment `B".
Submitting a false certification shall be deemed a material breach of contract. The City shall provide
notice, in writing, to the Contractor of the City's determination concerning the false certification. The
Contractor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's
determination of false certification was made in error, then the City shall have the right to terminate
the contract and seek civil remedies pursuant to Florida Statute Section 287.135.
33. CONFLICTING PROVISIONS. The terms and conditions of this Agreement shall prevail
and be given superior effect and priority over any conflicting or inconsistent term, statement,
requirement, or provision contained in any other document, attachment, including but not limited to
2021-6399 — PAYBYPHONE TECHNOLOGIES, INC. 10
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment "A", "B" and "C", attached hereto and incorporated herein by reference, or any other
document or attachment not specifically attached hereto or otherwise referenced in this Agreement.
34. NUSCELLANEDUS.
A. In the event any provision of this Agreement is found to be void and unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless
be binding upon the parties with the same effect as though the void or unenforceable provisions
had been severed and deleted.
B. This Agreement may be executed in multiple identical counterparts, each of which
shall be deemed an original for all purposes.
C. No Waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
D. Each individual` executing this Agreement on behalf of a party hereto hereby
represents and warrants that he or she is, on the date he or she signs this Agreement, duly
authorized by all necessary and appropriate action to execute this Agreement on behalf of such
party and does so with full legal authority to bind their respective party to this Agreement.
E. This Agreement contains the entire agreement of the parties, and may be amended,
waived, changed, modified, extended or rescinded only by in writing signed by the party against
whom any such amendment, waiver, change, modification, extension and/or rescission is sought.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2021-6399—PAYBYPHONE TECHNOLOGIES, INC. 11
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first written above.
WITNESS:
Signature
kocc-n DbiL/JS�i
�t'
Print Name
ATTEST:
BY:
PAYBYPH CH OGIES, INC.
BY:
� l ke.1��—
Print Name
yp RgAe-e-
Title
CITY Of SUNNY ISLES BEACH
BY:
MMC, City Clerk Larisa Svechin, Mayor
APPROVED AS TO FORM AND
LEG C NCY
BY:
Edward A. Dion, City Attorney
C/--
2021-6399 - PAYBYPHONE TECHNOLOGIES, INC. 12
COOPERATION AND SERVICE AGREEMENT
This Cooperation and Service Agreement (the "Agreement") is entered into as of November Li -r 2014 betteen
PayByPhone Technologies Inc., a developer of enhanced mobile commerce solutions, a British Columbia corporation
with its principal place of business at #403 186 Hamilton Street, Vancouver, British Columbia, Canada
("PayByPhone") and City of Miami Department of Off -Street Parking a/k/a Miami Parking Authority, an agency and
instrumentality of the City of Miami located at40 NW 314 Street, Miami, Florida 33128 ("MPA" or "Client").
RECITALS
For and in consideration of the mutual promises and covenants set forth herein and other good and valuable
consideration, PayByPhone shall provide wireless applications to enhance the payment process for parking at parking
facilities and metered parking stalls owned and/or managed by Client. PayByPhone mobile commerce solutions will
also provide Client with a management information system, including real-time operation and transaction reports.
AGREEMENT
Section I INCORPORATION OF SOLICITATION AND RESPONSE; CONTROLLING DOCUMENT
The Parties hereby incorporate the solicitation, all addenda ('RFP") and PayByPhone's response as if all fully set
forth herein and a part of this Agreement. In the event of any conflict between the RFP, PayByPhone's response
and this Agreement, the RFP shall control, followed by this Agreement and ending with PayByPhone's response.
Section 2 THE PAYBYPHoNE MOBILE PA\'MENT PLATFORM AND APPLICATIONS
2.1 PAYBYPHoNEMOBILE PAYMENT APPLICATION
PayByPhone agrees to utilize thePayByPhone mobile payment service for use at Client's managed and owned parking
facilities as agreed upon by PayByPhone and Client, to allow for consumers to pay for the use of those facilities
through personal wireless devices (e.g., cellular telephones) or other wireless systems.
2.2 PAYBYPHONE MANAGEMENT INFORMATION SYSTEM
PayByPhone will operate and manage a software application for Client that will provide near real time information
and management reports on the transactions conducted utilizing the PayByPhone Parking Payment Application (the
"Management Information System"). PayByPhone will host the Management Information System on its network.
Client will access the Management Information System through a browser -based program installed on Client's
computer hardware.
2.3 COMPUTER, NETWORKING AND TELECOMMUNICATION SYSTEMS
PayByPhone will own or possess, and will operate and maintain, all computer and networking hardware and software
and data (collectively, "computer ir& I Ination") required to operate the PayByPhone mobile payment services service
as contemplated in this Agreement, other than Client's existing computer and telecommunications systems.
PayByPhone s shall be solely responsible for the security of any computer information stored on its system.
2.4 MOBILE PAYMENT SERVICE ENFORCEMENT
Client agrees to supply Wireless Devices to employees in the field to provide real time confirmation of validly parked
vehicles.
2.5 REPORTS
PayByPhone will provide Client with a set of standard reports in the self -serve PayByPhone Service Management
Interface System. Any changes or customizations to the standard set of reports will be subject to then -current
PayByPhone Professional Services fees. See Appendix B for sample rates.
f':sv6i�l"ifs,�t ;;.iti � t ihS it„rtiilli Ii .:I14i4:1 l';ctsrt}I.v, fIt' \tall 1 CAM 21-0073
Exhibit 2
Page 16 of 146
Section 3 FEES AND PAYMENTS
3.1 PRICING AND PAYMENT
Client agrees to pay the fees, as outlined in Appendix A. All amounts payable hereunder are exclusive of any and all
taxes, including taxes applicable on fees paid by the consumer, and Client is responsible for payment of such taxes.
All prices are stated, and Client shall pay, in US dollars. Payment is due within 30 days of invoicing.
3.2 MERCHANT ACCOUNT
Merchant account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover
the cost oflinking one (1) Client merchant account with PayByPhone's gateway provider. Client agrees to cover the
cost of merchant account updates including all thhd party fees and then -current PayByPhone Professional Services
fees. See Appendix B for sample rates.
3.3 TRANSACTION TESTING
PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system
and account. PayByPhone may execute up to ten (10) test transactions per month without adjusting the Client invoice.
3.4 THIRD PARTY INTEGRATION
In the event system changes (such as upgrades) by a third party impact the PayByPhone integration with Company
sub -systems such as enforcement, Client agrees to cover any PayByPhone development costs required to maintain
integration. PayByPhone will notify Client, in advance, of any such integration costs that could be added.
Section 4 MARKETING, PROMOTION AND USER EDUCATION
4.1 SIGNAGE
Client agrees to provide signage and adequate space for PayByPhone signage at each parking facility at which the
PayByPhone mobile payment services service is to be available, with sign size and placement to be mutually agreed
by PayByPhone and Client. Client agrees that signs will be hung and/or located near payment machines at parking
facilities enabled with the PayByPhone mobile payment services service. Client will provide all decals and signs
required for implementation. Client agrees to supply all future decals and signage, including new locations. Client
agrees to supply replacement decals which may be required in the future.
PayByPhone will provide the first round of signage at Client's location offering PayByPhone as mobile payment
service provider. PayByPhone will provide one sign to be located at each paystation, plus one at each level of the
parking structure without a paystation. Additionally, one decal will be placed on each paystation and/or meter.
4.2 MARKETING EVENTS
PayByPhone may conduct on-site marketing events and campaigns for the service, whereby PayByPhone will inform
parking lot consumers of the availability of the PayByPhone mobile payment services as well as any promotions
available, with the knowledge and approval of Client which is not to be reasonably withheld.
4.3 CLIENT TRAINING
PayByPhone will provide initial training to Client using a "Train the Trainer" model on the self -served PayByPhone
Service Management Interface (SMI). The said Client Trainer will, at its own expense, train its staff and employees,
including patrollers, to operate the mobile payment services and related applications and technology. Additional
training sessions are available at the then current professional services rates. See Appendix B for sample rates.'
Section 5 PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
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Exhibit 2
Page 17 of 146
The parties shall cooperate with each other in protecting their respective trade names, designs, trademarks and other
similar intellectual property rights from unauthorized use.
Section 6 TERM AND TERMINATION
6.1 TERM AND RENEWAL
This Agreement shall enter into force for a period of three (3) consecutive years from the date signed unless earlier
terminated in accordance with this Section b.
The contract shall be automatically renewed annually on the anniversary of the termination date above unless either
party gives the other party at least ninety (90) days prior written notice of its intent not to renew the Agreement.
6.2 TERMINATION
Should a party breach a material term and such breach remains uncorrected for thirty (30) days after receipt of a
written notice by the breaching party, the non -breaching party may, in addition to all other remedies available at law,
terminate this Agreement by providing written notice to the breaching party, without further obligation provided,
however, that if the nature of the breach is such that it cannot be reasonably cmed within such thirty (30) day period,
the breaching party will not be deemed in default of this Agreement so long as such party commences efforts to effect
a cure and is diligently pursuing such efforts. Provided, further, that if the breach is as a result of the non-payment of
any fee, the non -breaching party may terminate this Agreement if such breach remains uncorrected for ten (I 0) days
after the breaching party's receipt of notice of such breach. Within thirty (30) days after the tennination of this
Agreement.
Section 7 REPRESENTATIONS AND WARRANTIES
7.1 MUTUAL REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that:
i) it has the full corporate right and authority, and possesses all licenses, permits, authorizations and
rights to intellectual property, necessary to enter into and perform this Agreement;
ii) its entry into and performance of this Agreement do not and will not conflict with or result in a breach
or violation of any agreement or order by which it is bound; and
iii) this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance
with the terms of this Agreement.
Section. 8 DISCLAIMER, INDEMMFICATION AND LIMITATION OF LIABILITY
8.1 DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAYBYPHONE DOES NOT MAKE, AND
HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE PAYBYPHONE MOBILE PAYMENT SERVICES INCLUDING ANY IMPLIED
WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -
INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE PAYBYPHONE MOBILE PAYMENT SERVICES
AND SERVICES FURNISHED BY PAYBYPHONE UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ANY SERVERS OR OTHER HARDWARE, SOFTWARE, APPLICATIONS AND ANY OTHER
ITEMS USED OR PROVIDED BY PAY13YPHONE OR ANY THIRD PARTIES IN CONNECTION WITH
PROVIDING ACCESS TO OR HOSTING ANY OF THE FOREGOING OR THE PERFORMANCE OF ANY
SERVICES BY PAYBYPHONE UNDER THIS AGREEMENT) ARE PROVIDED BY PAYBYPHONE "AS IS".
8.2 INDEMNIFICATION
Subject to Section 9.3, PayByPhone will protect, defend, indemnify and hold harmless the Client and the City of
Miami its officers, employees, volunteers, and agents from and any against any and all third party claims, actions,
Page 3 ofS
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Exhibit 2
Page 18 of 146
losses, penalties, fines, damages, settlements,judgments, claims, costs, charges, expenses, or liabilities, including any
award of attorney fees and any award of costs, (collectively, "Losses") resulting from or arising out of PayByPhone's
breach of any representation, warranty set forth in this Agreement. The provisions and obligations of this section
shall survive the expiration of earlier termination of this Agreement for a period no greater than the date of
termination of the original agreement and shall only apply to events that took place during the term of this
agt'eement. In the event the Parties are notified of the existence of any covered Losses, the Parties shall agree upon
a mutually satisfactory local attorney to defend the Client as necessary.
8.3 LThtiTATION OF LIABILITY
IN NO EVENT SHALL ANY PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR
INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS
OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN
ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY,
EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 PARIMG RATES
Client will be given access to confirm the parking rates at each location via the PayByPhone back office system.
PayByPhone will make every attempt at ensuring the rates are configured correctly; upon completion of each location
setup, it is the Client's responsibility to ensure all rates are configured correctly. Failing to do so shall exclude
PayByPhone from any liability. Client shall provide PayByPhone with sufficient notice of any rates change during
PayByPhone standard business hours.
Section 9 CONFIDENTIALITY
Subject to the provisions of Chapter I19, Florida Statutes (2014), neither party will disclose the other party's
confidential or proprietary information (including this Agreement and any information provided by the other party
that is confidentially maintained or proprietary or which derives value from not being generally known to persons who
can obtain economic value from its disclosure or use) except:
i) with the other party's consent;
ii) to employees, agents and contractors who have a need to know in the discharge of their duties and who
are subject to a contractual obligation to keep such information confidential that is at least as restrictive
as this Agreement;
iii) when required to do so by law or by any binding rule, order or request.
Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential
information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in
irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party
to temporary or permanent injunctive relief without proof of actual damages.
For purposes of this Section 10, the parties agree that confidential or proprietary information does not include any
information that is (a) already known to the receiving party at the time of disclosure hereunder (other than from the
other party hereto) as demonstrated by its written records; (b) now or hereafter becomes publicly known other than
through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
(c) disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or
any other party; or (d) independently developed by the receiving party without reliance on the confidential information
of the disclosing party as shown by its written records.
Section 10 MISCELLANEOUS
14.1 ASSIGNMENT
Pagc4 of8
CAM 21-0073
Exhibit 2
Page 19 of 146
This Agreement shall be binding on the parties, their successors and their permitted assigns. Neither party may assign
its rights or obligations under this Agreement without the written consent of the other.
10.2 NoAGENCY
Each party, in all matters relating to this Agreement, will act as an independent contractor and independent employers.
Except as otherwise expressly set forth herein, neither party will have authority and will not represent that it has any
authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an
agent, employee or in any other capacity. Nothing in this Agreement shall be construed to have established any
agency, joint venture or partnership between the parties. Neither party shall make any warranties or representations
on behalf of the other party.
10.3 GOVERNING LAW
This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of State of Florida,
excluding the application of any conflict of laws principles and/or rules. The parties hereby agree that all disputes
arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the competent courts located
in Miami Dade County Florida and consent to the personal and exclusive jurisdiction and venue of these courts.
10.4 SEVERABILITY
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so
held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable
or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
10,5 ATTORNEY'S FEES
In any legal proceeding between the parties, the parties shall be responsible for their own attorney's fees and expenses.
10.6 FORCE MAJEURE
If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the
reasonable control of a party, the party so affected, upon giving prompt notice to the other party, shall be excused
from such performance to the extent of such prevention, restriction or interference.
10.7 ENTIRE AGREEMENT
This Agreement, together with the Appendix attached to it, constitutes the entire agreement between the parties with
respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior
agreements with respect to the subject matter hereof. This Agreement may not be modified, amended or any provision
waived except by the parties' mutual written agreement.
10.8 No WAIVER
Failure by either party to enforce any provision of this Agreement (whether in any one or more instance) shall not be
deemed a waiver of future enforcement of that or any other provision.
10,9 NOTICE
Any notices hereunder provided to PayByPhone shall be given at the address specified below or at such other address
as PayByPhone specifies in writing. Any notices hereunder provided to Client shall be given at the address specified
below or at such other address as Client specifies in writing. Any notice or other communication required to be given
hereunder by either party shall be deemed duly given (a) when personally delivered to the other party, or (b) on the
date of receipt when such notice was mailed by certified mail, postage prepaid and return receipt requested, addressed
to the other party at the address set forth above, or such other address as either party may designate by giving written
notice to the other, or (c) on the date of receipt when such notice was sent by facsimile or e-mail to the other party;
provided the sending party receives a written or electronic notice of receipt from the other party of the facsimile ore -
mail.
10.10 COUNTERPARTS
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Exhibit 2
Page 5 of 146
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of
which shall be taken together and deemed to be one instrument. The paliies further agree that a signature transmitted
via facsimile shall be deemed original for all purposes hereunder.
10.11 CAPTIONS
The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or
interpretation of the provision set forth herein.
10.12 TRADEMARKS, TRADE NAMES, LOGOS
Except as expressly provided in this Agreement, no trademark, trade name, logo, trade dress, copyright or license
therein, or other intellectual property rights (collectively, "Intellectual Property") are conveyed by this Agreement.
Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in each and
every instance. All Intellectual Property owned by either party shall remain the exclusive property of such party and
shall be returned to such party promptly after the expiration of this Agreement.
10.13 AGREEMENT APPROVAL
Each party hereby represents and warrants that all necessary corporate and/or governmental approvals for this
Agreement have been obtained, and the person whose signature appears below has the authority' necessary to execute
this Agreement on behalf of the party indicated.
10.14 SOPHISTICATION OF PARTIES
Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the
terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters
this Agreement with full knowledge of the terms of the agreement.
10.15 CLIENT'S CONDUCT OF BUSINESS THROUGH AFFILIATES
The parties acknowledge that Client may carry out its business through affiliates. Client agrees to cause its affiliates
to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as
though references to Client in this Agreement were references to Client and those of its affiliates through which it
carries on the business of owning and operating parking facilities.
10.16 PUBLIC RECORDS
PayByPhone understands that the public shall have access, at all reasonable times, to all documents and information
pertaining to MPA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by
MPA and the public to all documents subject to disclosure under applicable law. PayByPhone's failure or refusal to
comply with the provisions of this Section shall result in MPA's immediate cancellation of this Agreement.
PayByPhone acknowledges that this termination is not subject to cure provisions contained elsewhere in this
Agreement. PayByPhone shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled
"Contracts; public records", as may be applicable, which statute is deemed as being incorporated by reference herein.
[SIGNATURES TO FOLLOW ON THE NEXT PAGEJ
Page 6 ofS
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Page 21 of 146
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorised
representatives.
ATTEST: PAYBYPHONE:
6 . N,
By:
Print Name: C rlI Print.lJstne: , C-�-
Titter Title: v7 -�V+
ATTEST:
CLIENT:
r
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at
-,Fay ArdturNonega,MPA
Title: @ a t F, e I)f" Y ChiefExecutive Officer
Notice Address
40 NW 3w Street
#1103
Miami, FL 33128
Notice Address:
#403 -1168 Hamilton St.
Vancouver, British Columbia,
Canada
Page 7 ot8
CAM 21-0073
Exhibit 2
Page 7 of 146
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CONTRACTOR ANTI -BOYCOTT CERTIFICATION
[]PURSUANT TO FLORIDA STATUTE § 287.1351
1L.\es sVAA , on behalf of Payi,���
Print Name Company Name
certifies that` QN08g ,' !% \tea Ver- • does not:
Company Name
1. Participate in a boycott of Israel; and
2. Is not on the Scrutinized Companies that Boycott Israel list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List; and
4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List; and
5. Has not engaged in business operations in Cuba or Syria.
X�g /"",
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Date
CONTRACTOR AFFIDAVIT
By execution of this affidavit, the undersigned, on behalf of PayByPhone Technologies Inc.
("Contractor"), verifies that all persons that are employed by the Contractor and are permanently residing
in the United States of America are legally eligible and authorized to work in the United States of America
pursuant to applicable immigration laws of the United States of America. Contractor attests that, as of the
date of this affidavit, it does not maintain a physical business office in the United States of America.
The undersigned declares under penalty of pe ' that the foregoin is true and correct.
ignature of Authorized Officer or Agent
Print Name and Title of Authorized Officer or Agent
BEFORE ME, the undersigned authority, personally appeared -,n V a h r-av vev, 6C, who isep rsonally
known to me or has prod d , as identification and whoid take an oath,
epo�d says that he/ executed the foregoing is true and correct to the best of his a knowledge and
belief.
DATED this, S f day of N O V ey,1 6 e - K , 2021.
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City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
VIA: Christopher J. Russo, City Manager
FROM: Stan Morris, Deputy City Manager
DATE: September 14, 2021
RE: Agreement Between the City of Sunny Isles Beach and PayByPhone
Technologies, Inc.
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
On February 16, 2017, via Resolution No. 2017-2666, the City Commission approved an Agreemen
with PayByPhone Technologies, Inc. to provide a mobile payment program for parking services. The
City has been satisfied with their services and renewed the agreement annually. Throughout this time,
PayByPhone Technologies, Inc. continued providing services to the City under the same terms anc
conditions as the original agreement.
To maintain continuity of these services, the City wishes to enter into a new agreement with
PayByPhone Technologies, Inc. for a five year term under the same pricing terms that has been
offered to the City of Miami.
FUNDING SOURCE:
Revenue offset to various General Fund parking revenues
ATTACHMENTS:
Item Number: 10.V
Resolution
Agreement
Item Number: 10.V