HomeMy WebLinkAboutReso 2016-2542 RESOLUTION NO. 2016- 25tj2,
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH PASSPORTPARKING, 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 is in need of a Contractor to provide a
Mobile Payment Program for Parking Services; and
WHEREAS, the City of Ocala_. Florida entered into an Agreement with
PassportParking. Inc. on March 24, 2015 to provide a Mobile Payment Program for Parking
Services; and
WHEREAS. PassportParking. Inc. has agreed to offer the City of Sunny Isles Beach the
same terms, conditions and pricing as that offered to the City of Ocala. 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 PassportParking. Inc. to
provide a Mobile Payment Program for Parking Services to the City for Twenty-Five Cents
($0.25) per parking transaction, attached hereto as Exhibit "A", for one (1) year with a right to
renew the Agreement for five (5) optional one (1) year renewal terms.
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 PassportParking; Inc. to provide a Mobile Payment Program for Parking Services to the
City for Twenty-Five Cents ($0.25) per parking transaction, attached hereto as Exhibit "A", for
one (1) year with a right to renew the Agreement for five (5) optional one (I) year renewal terms.
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
R2016-PassponParking Avni Mobile Pym Program Pkg SnSPagc I oft
Section 4. Effective Date. This Resolution will become effective upon adoption.
PASSED and ADOPTED on this 21s` day of April 2016.
I
Gr i ,. George H.'Sc .11. Mayor
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ATTEST: '
•
111S G A. .,LALL0
.'Jane'A. Hines. MMC. City Clerk
Approved A 16 Form and
Legal ffficir ,y
rat
H i S 'inot.r FT Attorney
Moved by: Cp l DO
Seconded by: ( hvoty vJ., LEVI ►f
Vote: S-b
Mayor Scholl ✓(Yes) (No)
Vice Mayor Gatto ✓ (Yes) (No)
Commissioner Aelion ✓ (Yes) (No)
Commissioner Goldman V(Yes) (No)
Commissioner Levin (Yes) (No)
R2016-PassponParkine Agmi Mobile Pym Program Pkg SnsPage 2 ort
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AGREEMENT BETWEEN THE CITY OF SUNNY ISLES
° BEACH AND PASSPORTPARKING, INC.
CONTRACT NO. C6199-1516-036
THIS AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate,
this 21t% day of {gear. , 2016, by and between the CITY OF SUNNY ISLES
BEACH, Florida, (hereinafter referred to as "Cin"), and PASSPORTPARKING, INC., a
corporation authorized to do business in the State of Florida (hereinafter referred to as
"Contractor") whose Federal I.D. # is 4G• 4Q$"1 3(A
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 Ocala, Florida entered into an Agreement with Contractor on
March 24, 2015 to provide a mobile payment program for parking services, the terms and
conditions of which are incorporated herein by reference and made a part hereof; and
WHEREAS, Contractor has agreed to offer the City the same terms, conditions, and
pricing to the City of Sunny Isles Beach as that offered to the City of Ocala. 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 Five Cents ($0.25) per parking transaction, as more particularly
described in Exhibit "B", attached hereto and incorporated herein by reference.
NOW THEREFORE, in consideration of the promises and the mutual covenants herein
name, the parties agree as follows:
1. SERVICES. Contractor will provide all materials, labor, and equipment to complete the
mobile payment program for parking services ("MPP" or "Services") for the City as described,
and pursuant to the scope of service set forth on the attached Exhibit "A" - Scope of Services,
and this Agreement. 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 agrees to immediately inform the City via telephone and in writing of any problems
that could cause damage to the City's property, improvements and persons. Contractor will require
its employees to perform their work in a manner befitting the type and scope of work to be
performed.
Exhibit "A"
SIB
C6I99-1516-036—PASSPORT PARKING, INC.
City of Sunny Is/es Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
2. COMPENSATION. City shall pay Contractor for the performance of Services based on
the unit pricing set forth in Exhibit "B" - Price Proposal. Compensation shall be made to the
Contractor as described in Exhibit "C"- Method of Compensation. The Contractor agrees to
provide the desired Services to the City in an amount not to exceed Twenty Five Cents($0.25) per
parking transaction for all charges and tasks under this Agreement, which 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. 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, it may
make 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 one year thereafter. The City
shall have the right to renew this Agreement for five (5) optional one (1) year renewal terms.
C6199-1516-036-PASSPORT PARKING, INC. I {�
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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. If, through any cause within reasonable control, the Contractor shall fail to fulfill in
a timely manner or otherwise violate any of the covenants, agreements or
stipulations material to this Agreement, the City shall have the right to terminate the
Services then remaining to be performed. Prior to the exercise of its option to
terminate for cause, the City shall notify the Contractor of its violation of the
particular terms of the Agreement and grant Contractor twenty (20) days to cure
such default. If the default remains uncured after twenty (20) days the City may
terminate this Agreement. In such an event, the City shall pay for services rendered
as of the date of termination.
(i.) In the event of termination, all finished and unfinished documents, data and
other work product prepared by Contractor shall be delivered to the City and
the City shall compensate the Contractor for all Services satisfactorily
performed prior to the date of termination.
(ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability
to the City for damages sustained by it by virtue of a 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.
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B. 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 twenty (20) days written notice. The terms of Paragraph A(i) and
A(ii) above shall be applicable hereunder.
C. 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.
5. 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
C6199-1516-036-PASSPORT PARKING, INC. S ' n
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City of Sun,,y Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
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,
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:
o Comprehensive General Liability Insurance, including broad form
contractual liability coverage for all operations, including, but not limited
to, Premises/Operations. Products/Completed Operations, Contractual,
Independent Contractors, Personal Injury and Property Damage liability
with minimum limits of One Million Dollars ($1.000,000.00) per
occurrence.
o Worker's Compensation, as required by the State of Florida Employer's
Liability.
o Business Automobile Liability which shall include coverage for all owned,
non-owned and hired vehicles for minimum limits of not less than One
Million Dollars (51,000,000) per occurrence for bodily injury and property
damage.
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
C6199-1516-036-PASSPORT PARKING, INC. I
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City of Sunny Isles Beach 18070 Collins Avenue; Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
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
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.
C6199-1516-036-PASSPORT PARKING. INC. ^
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City of Sunny is/es Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
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. NON EXCLUSIVITY. Nothing herein is intended nor shall be construed as creatine any
exclusive arrangement with Contractor.This Contract shall not restrict City from acquiring similar,
equal or like goods and/or services, or executing additional contracts from other entities or sources.
14. 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.
15. 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.
16. 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.
C6I99-1516-036-PASSPORT PARKING, INC.
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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
17. 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.
18. 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
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.
19. 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 Hans Ottinot
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
C6I99-1516-036-PASSPORT PARKING. INC.
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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
If to the Contractor : Brandon Rivard
Vice President
PassportParkine, Inc.
1300 South Mint Street, Ste. 200
Charlotte, NC 28203
Tel: (704) 837-8066
20. 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 party or parties
may be entitled.
21. 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.
22. 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.
23. 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.
C6I99-1516-036-PASSPORT PARKING. INC. I (�
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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
24. 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.
25. 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.
26. 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.
27. SECTION HEADINGS. The section headings herein are included for convenience only
and shall not be deemed to be a part of this Agreement.
28. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be an original and all of which shall constitute the same instrument.
29. 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.
30. ELECTRONIC SIGNATURE(S). Contractor, if and by offering an electronic signature
in any form whatsoever, will accept and agree to be bound by said electronic signature to all
terms and conditions of this agreement. Further, a duplicate or copy of the agreement that contains
a duplicated or non-original signature will be treated the same as an original, signed copy of this
original agreement for all purposes.
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 van' 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 sante effect as though the void
or unenforceable provisions had been severed and deleted. No waiver of any provision of this
C6I99-1616-036-PASSPORT PARKING, INC.
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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party
granting such waiver.
32. CONTRACT DOCUMENTS. The contract documents that comprise the entire
Agreement between the City and Contractor are made a part hereof, and are listed as exhibits.
There are no contract documents other than those listed below. 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, or exhibit attached hereto. If there is a conflict within the exhibits regarding scope of
service,the order of precedence is a follows: (1)Exhibit"A".then(2) Exhibit"B"; then(3) Exhibit
"C" and lastly (4) Attachment "A".
Exhibit "A": Scope of Services (A-1 through A-4)
Exhibit "B": Price Proposal (B-1)
Exhibit "C": Method of Compensation (C-1)
Attachment "A": Contractor's Proposal to the City
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C6I99-1516-036-PASSPORT PARKING. INC. t fj
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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: PASSPORT PARKING,INC.
Ben Wino&tor BY:
Print Name Ben Winokur {Christian Gutierrez
Chief Business Development Officer
OW
Print Name Kelsey Owens
ATTEST: CITY OF SUN ' 1SL''S BEACH
B� 1 BY:
; Jane A. Hines, MMC, ity Clerk George H. oll, Mayor
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APPROVED AS TO FORM AND
LEGAL .4" / NCY
BY:(./•
flak Ars
!r iinot, lily Attorney
C6199-1516-036—PASSPORT PARKING,INC.
• Il
Doc ID: b18b90189baf1cca0464e16d660793d1b4a46c86
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT "A"
SCOPE OF SERVICES
Contractor offers a service using a parking system (the "MPP")that facilitates payment for parking
with a mobile telecommunications device (such as a mobile phone), or the Internet.
Parking customers who are registered with Contractor can start and stop their parking transactions
by calling an Interactive Voice Response (IVR), sending an SMS, via mobile web application, or
via mobile app to start and stop their parking transactions or by SMS. The IVR checks if number
recognition is activated on the cell phone and then checks in the database if the caller is a customer
of Contractor.
If the caller is a Contractor customer and number recognition is activated, then the customer will
be asked for the parking code (parking zone). The parking zone will be confirmed before starting
the parking transaction. The customer will receive a confirmation that the parking transaction has
been started. Stopping a parking transaction is done by calling the IVR number, using the mobile
app, mobile web application, or SMS after which the stopping of the parking transaction will be
confirmed. The MPP logs all actions of the caller in the MPP database. Additionally, customers
can enter a pre-set period of time for their parking transaction.
The parking code of the parking zone is indicated on parking signs(codes do have a unique number
so that customers of Contractor can use the Services in all locations where the Contractor's parking
system is in use by a parking authority).
The City's enforcement officers can check the validity of the parking status real time by checking
in the System's database if a valid parking session that zone is registered and has remitted
electronic payment by using a handheld terminal or PDA.
Users will receive parking alert services via Voice or SMS. The user will be notified, for example,
when the maximum parking time nears expiration.
Users can park anywhere where the Contractor's parking service is available.
All parking charges are automatically charged to the credit card of the user.
C6199-1516-036-PASSPORT PARKING. INC.
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C SIB
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
1. Operation, Management and Maintenance of the System
(a) Contractor will use its best efforts not to perform maintenance during business
hours. In emergency cases, adjustments to the system may also take place during hours for paid
parking. If necessary, Contractor may perform maintenance of the system during business hours.
provided Contractor provides Contractor with at least twenty-four (24) hours advance notice
before the start of the Services.
(b) Contractor's data makes a daily backup of data, which is also mirrored to another
database for redundancy.
2. Errors and Interruptions
(a) When an error or interruption occurs in the Services. City will inform Contractor
as soon as possible. Contractor will confirm its receipt of such notification in writing.
(b) In the event that City and Contractor disagree about whether an error or interruption
has been resolved, City and Contractor will discuss in good faith and reach a mutual resolution
regarding whether such error or interruption has occurred or been adequately resolved. If the
Parties agree that the problem was in fact an error or interruption. then Contractor will not be
entitled to a credit for the Software during the downtime.
3. Security and Authorization. Contractor will protect and authenticate a limited number
of representatives that will have access to the system and confidential information. The Parties will
respect and utilize security access codes.
4. Reports. Contractor will provide the City access to reports related to the Services via an
Internet or other digital means in relation to parking history, active users and parking revenues.
5. Equipment. Contractor will be responsible for providing all related systems, signs, and/or
stickers required to effectively operate the mobile pay program subject to the approval by the City.
6. Data Ownership. Contractor will own and store all data collected during the operation
of the MPP, except where such ownership violates any agreement with any third party data or
software provider. City will acquire a non-exclusive license to use the data during the operation of
the MPP. For the purposes of this section, data means any information, documents, or electronic
files provided to Contractor by a parking customer in the course of their use of any component of
the MPP.
7. Intellectual Property
(a) City will acquire a non-exclusive, non-assignable, non-transferrable, and non
subleaseable right and license to use and access the MPP for its internal business purposes.
C6I99-1516-036-PASSPORT PARKING. INC.
13 J 'u
City of Sunny Is/es Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
(b) City will not, directly, indirectly, alone, or with another party_(i)copy;disassemble,
reverse engineer, or decompile the MPP software or'any subpart thereof; (ii) modify, create
derivative works based upon, or translate the MPP software; (iii) transfer or otherwise grant any
rights in the MPP software in any form to any other party, nor will City attempt to do any of the
foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as
expressly permitted hereunder.
8. Customer Support. Contractor will provide City with preventative maintenance,
corrective maintenance, adaptive maintenance and online, on-site and telephone technical support
with respect to the MPP. Each of Contractor and City will promptly notify the other of any errors •
or interruptions that arise during City's use of Contractor's software or the MPP.
9. Error Correction. In the event of any errors or interruptions in the MPP, Contractor will
use best efforts to repair or restore the error or interruption as soon as possible.
10. Capacity. City represents and warrants that it has obtained or will obtain all licenses and
permits necessary for the operation of the premises as a parking facility (excepting such licenses,
police permits and other applicable governmental approvals required for Contractor to perform the
services required of it under this Agreement).
C6199-1516-036-PASSPORT PARKING. INC. ^ '
14 J g
City of Sunny Is/es Bench 18070 Collins Avenue; Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT "B"
PRICING PROPOSAL
Contractor charges the City S0.25 cents per transaction, which the City will collect directly from
parking customers. The fees per parking transaction are billed monthly. Invoices will be paid
within 30 days after the invoice is submitted to the City's Finance Department for review.
The use of GPRS phones or terminals for parking enforcement, as well as mobile data links are
not part of this agreement.
Cost for signage will be borne by Contractor. Contractor will give the City access to existing sign
designs and assist Contractor in the design of additional signage.
Cost of marketing will be borne exclusively by Contractor. Zone setup fees will be waived.
C6199-1516-036-PASSPORT PARKING, INC.
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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT "C"
METHOD OF COMPENSATION
1. PURPOSE. This exhibit defines the method and limits of compensation to be made to
the Contractor for the services and products described and the method by which payments will be
made.
2. COMPENSATION. For providing the City with the services described in this contract,
the City will pay Contractor as specified in Exhibit"B" - Pricing Proposal for each monthly period,
as approved and invoiced. The allowability of compensation sought under this Contract is
expressly made subject to the terms of this Contract, and ally pertinent Federal and State law.
3. INVOICING PROCEDURE. Contractor shall invoice the City monthly for all work for
the preceding calendar month, regardless of the amount of days worked. Invoices for this
agreement will be prepared by Contractor, and submitted to the City's Finance Department at:
Attn: City Finance Department, City of Sunny Isles Beach, 18070 Collins Avenue, Sunny
Isles Beach, FL 33160. The invoices will be supported by such information as may be required
by City procedures to substantiate the charges being invoiced. The complete contract number must
be listed on the submitted invoice alone with an assigned invoice number and invoice date.
The City reserves the right to withhold payment for work not completed, or services completed
unsatisfactorily, or work or products deemed inadequate or untimely by the City. Any payment
withheld will be released and paid to Contractor promptly when work or products are subsequently
performed/delivered to the City's satisfaction. Invoices received from the Contractor pursuant to
this Agreement will be reviewed by the initiating. City Department and be paid within Thirty (30)
days of submittal of invoice. 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.
C6199-1516-036-PASSPORT PARKING. INC. s
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Memorandum
DATE:7 April 2016
TO:Andrew J.Rozwadowski,Purchasing Agent
FROM:Kelsey Owens,Sales Associate
RE:Piggyback
Statement of Piggyback Clause
Given the specific requirements of Sunny Isles,this letter approves the same terms,conditions,and pricing as that offered to
the City of Ocala,FL for mobile payment for parking services from Passport to the City of Sunny Isles,FL.
Additionally,Passport will provide 24/7 customer support. If an issue is not a first call resolution,it will be escalated to
Passport's level II daytime support team.
Passport agrees to provide these conditions for an initial term of one year with five (5)optional one(1)year renewal terms.
Passport looks forward to a partnership with the City of Sunny Isles,FL.
Best,
Kelsey Owens
Sales Associate
PassportParking,Inc.
Phone (704)879-2760
Email kelsey@gopassport.com
Passport
gopassport.com R
ATTACHMENT "A" S I B
Item Coversheet Page 1 of 2
ty
City of Sunny Isles Beach
- �R. 18070 Collins Avenue
�\ —4 � Sunny Isles Beach,Florida 33160
(305)947-0605 City Hall
•°..., (305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo,City Manager
FROM: Stan Morris, Deputy City Manager
DATE: 4/21/2016
RE: Mobile Parking Application
RECOMMENDATION:
It is recommended that the City Commission approve the agreement with
Passport Parking.Inc.(Passport).There is no cost to the City for this service.
REASONS:
City staff evaluated three of the leading mobile parking applications and
found that Passport had the most competitive pricing,in addition to having a
high rating for customer service and product support.They also have a 100%
client retention rate.
The contract includes the following terms:
• Each parking transaction will cost S0.25 to the user in addition to the
City's existing parking fees
• Contractor will bear cost for signage
• Contractor will provide City with preventative maintenance.
corrective maintenance.adaptive maintenance,and online,on-site and
telephone technical support
•Term:one(I)year.with five(5)optional one(I)year renewal terms
ADDITIONAL INFORMATION:
Passport is a mobile application(app)based parking solution.The app allows
users to pay for parking via mobile phone.Use of the app is more convenient
as customers will not have to feed a meter or pay at a pay station. Users can
pay for parking using the app. mobile web, text message or by phone call.
They can also select to receive a text message when parking is about to expire
and can pay for extended time remotely through their phones. Existing
parking meters will still be available.
Passport currently has contracts in Florida with Bal Harbour. Pompano
Reach. Fort Meyers. New Smyrna Beach, Cape Coral, Ocala. Jacksonville
and the University of Central Florida. and is waiting on contract signatures
from Dania Beach and Gainsville.They are also contracted with major cities
across the U.S. including Chicago.I.as Vegas and Boston.
FUNDING SOURCE:
The fees collected from users could be up to $5,000 per month once
the application is being fully utilized (i.e. estimate is not to exceed
560,000 annually). The fees shall be invoiced by Passport, Inc. on a
monthly basis and paid by check from the proceeds of the additional
parking fees collected through the city. Funding Source: Passthrough
of Revenue 001-0-3445-344500-XXXXX.
http://sunnyisles.novusagenda.com/AgendaWeb/CoverSheet.aspx?ItemID=1887 4/15/2016
Item Coversheet Page 2 of 2
ATTACHMENTS:
Description
Resolution
Agreement
Item Number: 10.D.
hitp://sunnvisles.novusagenda.com/Agenda\Veb/CoverSheetaspx?lteml D=1887 4/15/2016