HomeMy WebLinkAboutReso 2009-1403
RESOLUTION NO. 2009- J.W
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, RATIFYING THE PURCHASE
OF A LUKE MASTER METER FROM PARKER SYSTEMS AND
THE EMS SERVICES AGREEMENT WITH DIGITAL PAYMENT
TECHNOLOGIES CORP., IN AN AMOUNT NOT TO EXCEED
FIFTEEN THOUSAND DOLLARS ($15,000.00); ATTACHED
HERETO AS EXHIBIT "A"; 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 needed to purchase a master meter for the
municipal parking lot located behind Walgreen's along 175 Terrace; and
WHEREAS, staff obtained three quotes and Parker Systems had the lowest responsive
responsible quote, and was willing and able to provide the desired services; and
WHEREAS, Parker Systems submitted a proposal to the City to provide a Luke Master
Meter for the municipal parking lot in an amount not to exceed Fourteen Thousand One Hundred
Fifty-Nine Dollars ($14,159.00) attached hereto as Exhibit "A"; and
WHEREAS, the City entered into an Enterprise Management System (EMS) Customer
Agreement with Digital Payment Technologies Corp. (DPT) for installation, operations,
administration and support for the EMS Units including on-line, real time, credit card processing,
real time monitoring and alarm messaging, and reporting modules, for a monthly fee of Seventy-
Five Dollars ($75.00) for twelve (12) months, attached hereto as Exhibit "B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Ratify the Purchase and Agreement. The City Commission hereby ratifies the
purchase of one (1) Luke Master Meter from Parker Systems, and the EMS Services Agreement
with Digital Payment Technologies Corp. in an amount not to exceed Fifteen Thousand Dollars
($15,000.00), attached hereto as Exhibit "A" and Exhibit "B" respectively, be and the same, are
hereby approved
Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms of this Resolution
Section 3.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 16th day of April 2009.
R2009- Ratify Purchase Of Master Meter From Parker And EMS AgmtRatify Mastcr Meter Purchasc Pagc 1 of 2
ATTEST:
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Jane A. Hines, City Clerk
AS TO FORM
U ICIENCY:
Moved by: rJ\~ f1..e~-z.11J
Seconded by: Vl Q rI\ o.J.j[<< T r{ M- ~
Vote: C;-O
Mayor Edelcup
Vice Lewis Thaler
Commissioner Brezin
Commissioner Ooodman
Commissioner Scholl
--1L.(Y es)
L/(Yes)
V (Yes)
t/(Y es)
J/'(Y es)
_(No)
_(No)
_(No)
_(No)
_(No)
R2009- Ratify Purchase Of Master Meter From Parker And EMS l\gmtRatify Master Meter Purchase Page 2 of 2
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PARKER SYSTEMS
PRICE SUMMARY
SUNNY ISLES BEACH, FLORIDA
March 13, 2009
ITEM DESCRIPTION
QUANTITY
PRICE
LUKE Multi Space Paystation Confgured with:
Solar Power "
. Multi Lingual
Credi Card Reader t/'
Bill Acceptor and 1000 Note Bill Stacker v
Pay Station License
(1) Spare 1000 Note Bill Stacker
Freight, Start Up, Testing and Training
1
$11,227.00 v
$932.00
~QQe Tim.e_Cbarges: ! - - - -
~MS..(Enterprise Management.Software) - - -1_ - _$J.,OOO.OD..J
'iBO_s~S1B-:acKOfficeSy'stgrn....Q.ottw_~) _ : _ -:-.. -= _ -L -=-=. - $T:-OUO-:-OO=: J
TOTAL (1) Machine
$14,159.00
Exhibit "A"
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Digital Payment Technologies (OPT) created LUKE to
improve on-street parking for both municipalities and
parkers. LUKE is an effective solution to the growing
challenges in municipal parking.
Our technology gives LUKE significant advantages, including the
RADIUS power management system for pay station deployment in low
sunlight conditions, real-time credit card authorization, and remote rate
configuration. LUKE has a large, full-color screen that's easy to read
and can be programmed with prompts in different languages. And LUKE
is available in almost any color.
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The LUKE Pay Station
Parkers prefer LUKE because it provides:
. a design that's easy to recognize as
a pay station
. large, full-color screen that's easy to read
. a better user experience
. prompts in different languages
. standard payment options including coins,
bills, and credit cards
. advanced payment options such as
smart cards or value cards
Municipalities and institutions choose
LUKE because it provides:
. theft-proof design to protect coins and bills
. high levels of encryption for data security
. reduced street clutter
. improved aesthetics, including custom
color options
. better user compliance
Parking operators appreciate LUKE
because it provides:
. the ability to configure rates remotely -
by date, time and payment type
. Pay-and-Display and Pay-by-Space modes
. integration with industry leading
enforcement systems
. real-time credit card processing
. Payment Card Industry (PCI) compliance
. reduced maintenance and collection costs
. RADIUS power management system
. complete audit control
. real-time reporting and alarming
Connect with LUKE
The LUKE pay station can work in different
modes.
Stand-Alone
Data is collected manually in an easy and
efficient process. Our clients are provided with
comprehensive management, reporting, and
configuration control. Credit card transactions
are processed in batches. Rates and messages
are created offline and transferred via sneaker-
net. Stand-alone systems can be easily up-
graded to online systems when required.
Online
We developed our Enterprise Management
System (EMS) to give LUKE online capabilities.
With EMS, you can use the Internet to manage
your parking systems. EMS can connect you
directly to your pay stations - each station can
advise you when repairs are required and when
they should be emptied. No additional hardware
is required - LUKE is EMS-ready and just
needs a simple Ethernet connection to the Inter-
net.
Server Option
The Enterprise Server option of our EMS service
gives our clients the option to own their own
server and online software. This option provides
clients with complete control over all data and
can be very cost-effective in municipal or
campus deployments.
LUKE Specifications
. Cabinet - 12 gauge cold rolled or stainless steel with no pry points
. Payment Options - Coins, Bills, Credit Cards, Smart Cards, Value Cards
. Card Reader - Cards are not ingested - no moving parts. Reads Track 1 , 2 and 3 of all magnetic
stripe cards conforming to ISO 7810 and 7811. Reads and writes to chip-based smart cards
conforming to ISO 7810 and 7816
. Note Stacker - 1 ,000 bill capacity
. Printer - 2" receipt width
. Display - Color LCD with 640 x 480 resolution - monochrome LCD optional
. Keypad - Tactile buttons
. Locks - Can be re-keyed twice without removing lock cylinder
. Communications - GSM/GPRS, COMA, 802.11 bIg Wi-Fi, Metro Scale Wi-Fi Networks, Ethernet
. Environmental Specifications - -400 F to +1400 F (-400 C to +600 C)*
and up to 85 percent relative humidity (non-condensing)
. Power - AC 120 V, 60 Hz for charging battery or integrated solar panel (20 W)
. Operation Modes - Pay-and-Display and Pay-by-Space
. Multilingual Option - Up to four languages using roman or non-roman characters
. Audible Alarm - Senses shock and vibration
. Online Option - EMS integration to provide real-time credit card processing, real-time reporting,
maintenance and security alarms, remote rate configuration, OPT Web Services integration with
third-party technologies, and more
. Color - Custom colors available
. Instruction Panel - Customizable
. Standards - PCI compliant, UUCSA approved, ADA compliant
-40' F (-40' C) based on separately purchased heaterlinsulator option.
Low end of range is -4' F (-20' C) ambient without heaterlinsulator option.
Digital Payment Technologies Corp.
We are an industry leader in the design, manufacture, and distribution of multi-space pay stations, parking management software,
and online services. From our beginnings with the Intella-Pay, we've grown to become a leading supplier of innovative parking pay
station solutions. We offer an expanded range of Web-based applications and integration with third-party technologies in such areas
as smart cards, communications protocols, and enforcement systems.
We're always exploring new ways to add value to our products:
. first North American on-street parking pay station integrated with a metro-scale Wi-Fi network
. first to enable clients to host their own server for online services
. first to integrate a color screen into a multi-space on-street parking pay station
. first to develop integration between pay stations and Pay-by-Phone parking so enforcement data
can be automatically consolidated for both systems
Our products are supported by outstanding customer service. We're available to help you around the clock with 24n telephone support.
Our Customer Service Support Portal allows you to e-mail support questions, check the status of your helpdesk ticket, download product
documentation, browse knowledgebase articles, and access live remote support. We also have a growing network of resllers to provide
local sales and on-site support.
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D1GITAL)>
To learn more about LUKE, please call 888-687-6822
or visit our Web site at www.digitalpaytech.com.
PAYMENT TECHNOLOGIES
ENTERPRISE MANAGEMENT SYSTEM CUSTOMER AGREEMENT
THIS SERVICES AGREEMENT ("Agreement") is made upon the commencement of the first transaction
through EMS (the "Effective Date"), between Digital Payment Technologies Corp. ("DPT"), a company
organized under the laws of Canada with a business address of 4105 Grandview Highway, Burnaby, British
Columbia V5C 6B4, and City of Sunny Isle Beach, Florida (the "Customer"), a Florida corporation with a
business address of 18070 Collins Avenue, Sunny Isles Beach Florida 33160. All references herein to this
"Agreement" include all of the Appendices to this Agreement.
WHEREAS:
1, DPT provides installation, operations, administration and support for the Customer's EMS Units from
DPT's central facility (the "Services"); and
2. The Customer desires to obtain the Services provided by DPT, in accordance with the terms and
conditions as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual terms and conditions contained herein, and other
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. DPT SERVICES
This Agreement contains the following appendices:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
EMS Services Quotation
Services
Ownership of Software Licenses
Software and Technical Support - Terms and Conditions
Contacts and List of Authorized Personnel
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2. CUSTOMER'S RESPONSIBILITIES
(1) In connection wIth the Services to be provided by DPT hereunder, the Customer agrees to provide
the following:
(a) necessary cooperation to access the Customer's networks, servers, facilities and personnel
as required for DPT to provide the Services;
(b) necessaty application licenses for all of the Customer's software (including third party
software) that is to be hosted and managed by the Application Service Provider; and
(c) Installation and delivery at the Customer site to be completed in accordance with this
Agreement.
(2) Prior to installation I the Customer is responsible for:
Exhibit "B"
Enterprise Management System Customer Agreement
Page 2
(a) installation of 110 volt grounded power supply to each of the PCs, workstations, terminals,
routers, hubs and modems
(b) Standard wiring (minimum), including connection points for ttle computer equipment;
(3) Authorization and Security Issues. The person(s) authorized by the Customer to order new
Services, change existing Services or terminate Services on behalf of the Customer (and the
Customer's employees and affiliates) is (are) designated on Appendix E. The designated person(s)
may delegate the authority to order new services, change existing services, or terminate the
Services to other individuals within the Customer's organization. The Customer shall notify DPT
immediately in writing of any such changes. For purposes of this Agreement, notification by
facsimile shall be considered as written notification of delegation of authority followed by original
via mail.
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(4) The Customer will assign and maintain security levels for the different locations and entities within
the Customer's organization. Implementation of such security levels shall be done by the
Customer.
(5) The Customer will establish non-disclosure and security agreements with its employees. DPT shall
have no liability for any breaches of such agreements by the Customer or its employees.
3. FEES AND PAYMENTTERMS
(1) DPT estimates the installation, and system start-up at the Enterprise Management System (EMS)
data centerto be approximately five days.
(2) During the Minimum Term as defined in Section 9, fees payable by the Customer will be based on
the number of DPT EMS Units purchased by the Customer connected to the EMS, and will be
calculated in accordance with Appendix A attached hereto. For purposes of this Agreement, an
"EMS Unit" shall mean one (1) payment station connected to the EMS. DPT agrees that the
foregoing fees shall be fixed during the Minimum Term and will be renegotiated upon conclusion
of the Minimum Term. The Customer agrees that during the Minimum Term it will pay for the
minimum number of EMS Units as designated in Appendix A. If contract is terminated, the
remaining balance of contract, based upon the Minimum Term, is immediately rayable to DPT.
4. TIMELY PERFORMANCE AND COOPERATION
DPT shall use all reasonable efforts to perform the Services in a timely manner, and the Customer shall use
all reasonable efforts to cooperate with DPT and fulfill its responsibilities as stated elsewhere in this
Agreement in connection with the provision of such Services.
5. INDEPENDENT CONTRACTOR STATUS
DPT shall perform all Services under this Agreement as an "independent contractor" and not as an agent of
the Customer. Nothing herein shall be construed to create any legal partnership, Joint venture, agency or
Enterprise Management System Customer Agreement
Page 3
any other relationship between DPT and the Customer. Neither DPT nor the Customer shall at any time have
the power to bind the other party.
6. REPRESENTATIONS AND WARRANTIES; LIMITATIONS OF LIABILITIES
(1) The Customer represents and warrants to DPT that:
(a) It has all corporate authority to enter into and perform its obligations under this Agreement;
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(b) It Is expressly and exclusively responsible for managing its own business;
(2) DPT represents and warrants to the Customer that:
(a) DPTtypically achieves 99.99% reliability. Application availability is defined as application
delivery to the router on the Customer's premises outside of scheduled maintenance
upgrades for which clients are notified of in advance. DPT is not responsible for any outage at
the Customer premise including internal network (uLAN"), local infrastructure or facilities. The
determination of down-time is based on the Customer notification to DPT's technical support
center during Working Hours.
(b) In the event viruses are detected in the Customer's local client environment managed by DPT,
DPT may be required to secure the systems by denying access to infected users. If the virus
infection is traced back to the Customer, the Customer will be invoiced according to the price
contained in the Customer Warranty Agreement for remedying the virus.
(c) DPT has all corporate authority to enter into and perform its obligations under this
Agreement;
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(d) For the systems and software being licensed to the Customer, excluding the Customer
owned/leased software, DPT owns the rights to its systems and either owns or is licensed to
lise, and during the term of this Agreement will continue to own or be licensed to use, in the
manner contemplated by this Agreement, any software used in the provision of the SelVices to
the Customer. DPT hereby agrees to indemnify and hold the Customer harmless from any and
all claims, lawsuits, liabilities, expenses, costs, damages and fees arising from or in
connection with DPT's violation of this warranty, Furthermore, and without limiting the rights
of the Customer under Section 9, if DPT is in violation of this warranty, DPT will, prior to the
termination of this Agreement and pursuant to Section 9, either procure the right to use the
system or any other software used in the provision of Services to the Customer, or will develop
an alternative approach that does not violate the rights of the other party while providing the
Customer with similar Services.
(e) DPT guarantees that it will initiate efforts to resolve System problems in accordance with
DPT's standard warranty agreement. Application availability at the desktop excludes the
Customer provided hardware and applies to only those applications that form part of DPT's
Services profile listed in Appendix B.
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Enterprise Management System Customer Agreement
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(f) In no event shall either party be liable to the other for any loss or injuries to earnings, profits
or goodwill, or for any consequential, exemplary, special, incidental or punitive damages of
any person or entity (including damages for loss of business profits, business Interruption,
loss of business information, and the like) whether arising in contract, tort or otherwise, even
jf either party has been advised of the possibility of such damages. OPT shall not be liable for
any claim arising from the use of software or data which has been modified by anyone other
than OPT, Its agents, assigns or subcontractors, or for any claim arising from the use of any
software developed or modified by customer, its agents, assigns or subcontractors, or which
has been provided to or acquired by customer under any license or otherwise from any third
party.
(g) OPT shall not be responsible for, expressly or impliedly, any contractual obligation or liability
of any kind whatsoever of the Customer or the Customer's employees or agents. The
Customer hereby agrees to indemnify and hold OPT harmless from any and all claims, losses,
lawsuits, liabilities, expenses, costs, damages and fees (including attorney's fees) arising
from the Customer or the Customer's employees' and/ or agents' activities with respect to
breaches of the warranties hereunder, or any errors and omissions in using the Services
provided hereunder in connection with the Customer's provision of services to any third party.
(h) The limitations set forth in this section shall apply even if other remedies fail of their essential
purpose.
7. CONFIDENTIALllY
(1) Subject to any contrary requirement of law and the right of each party to enforce its rights
hereunder in any legal action, each party shall keep strictly confidential, and shall cause and
require its employees, agents and consultants to keep strictly confidential, any and all information
which it or any of Its employees or agents may acquire pursuant to, or in the course of performing
its obligations under, any provision of this Agreement; provided, however, that such obligation to
maintain confidentiality shall not apply to information which at the time of disclosure was in the
public domain not as a result of acts by the receiving party. Each party acknowledges that the
unauthorized disclosure or use of confidential information or the other party would cause
irreparable harm and significant injury to the non-disclosing party that may be difficult to
compensate. Accordingly, each party hereto agrees that the non-disclosing party shall have the
right to seek and obtain temporary and permanent injunctive relief In addition to any other rights
and remedies it may have. For purposes hereof, the obligation of confidentiality shall not apply to
information that is;
(a) In the public domain at the time of disclosure;
(b) Has been lawfully obtained by the disclosing party from a third party under no obligation of
confidentiality; or
Enterprise Management System Customer Agreement
Page 5
(c) Is required to be disclosed pursuant to a duly authorized subpoena, court order, or
government authority, or under the Freedom of Information Act, whereupon the non-
disclosing party shall provide prompt written notice to the disclosing party prior to such
disclosure, so that the disclosing party may seek a protective order or other remedy.
(2) In the event a protective order is inappropriate or another remedy is not obtained, the non-
disclosing party agrees to disclose only that portion of the Confidential Information which Is
required. Confidential information provided by OPT to the Customer shall specifically include, but
not be limited to, all application technology, software and all related manuals, documentation,
memoranda, report formats proposals and contracts and any other information provided by OPT in
any form. Notwithstanding any other provision of this Agreement, each party hereto agrees to
indemnify the other party for all costs and damages of any kind whatsoever, including, without
limitation, lawyers' fees and expenses, incurred by such other party as a result of any breach of
confidentiality by the indemnifying party of its obligations under this Section 7.
(3) OPT warrants that all Information stored regarding the operation of the Customer's EMS Units will
be fully protected and will at no time be accessible to any party other than those listed in Appendix
E and appropriate staff of OPT.
8. SOFTWARE LICENSES, TITLE AND DOCUMENTATION
(1) The application technology, software and related documentation used or developed by OPT,
including any software or documentation developed by or on behalf of OPT at the request or
suggestion of the Customer and any software and documentation provided to the Customer by
OPT, and all copies thereof (collectively the "EMS Software"), excepting the Software Products
(defined below), are proprietary to OPT and title thereto remains in OPT. All applicable rights to
patents, copyrights, know-how, trademarks and trade secrets for all such EMS Software are and
shall remain in OPT.
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(2) The Customer hereby acknowledges that certain licensed software products and documentation
therefore ("Software Products") have been or may, in the future, be licensed for use by the
Customer or OPT from certain third parties (each a "Licensor" and collectively, the "Licensors")
under the terms of license agreements of various dates (each a "License Agreement" and
collectively, the "License Agreements"). The Customer acknowledges that the License Agreements
contain and constitute valuable trade secrets and confidential information belonging to the
Licensors and that all applicable rights In the patents, copyrights, trademarks and trade secrets in
such software products are, and will remain the Licensors. The Customer's use of any such
Software Products hereunder are subject to the terms and conditions of the applicable License
Agreement for such Software Products, and OPT makes no additional representations or
warranties regarding such Software Products.
(3) Without limiting the generality of Section 7 hereof, the Customer hereby agrees:
(a) to use its best efforts to keep confidential EMS Software and any Software Products licensed
under the License Agreements, and to abide by and comply with the nondisclosure and
Enterprise Management System Customer Agreement
Page 6
confidentiality provisions of this Section 8 both with respect to EMS Software and also with
respect to Software Products covered by the License Agreements,
(b) Not to use such licensed Software Products or EMS Software, except as contemplated by this
Agreement.
(4) The Customer and OPT are responsible for third party licenses as individually defined in Appendix
C. Each part in the Agreement covers the cost of acquiring the necessary licenses according to the
Agreement.
(5) Liabilities - Licenses. The party responsible for the licensed Software product according to
Appendix C shall cover liabilities occurring because of breach of license terms. This includes
consequential damage.
9. TERM AND TERMINATION
(1) OPT may terminate this Agreement upon immediate occurrence of the following events:
(a) If the Customer fails to perform obligations hereunder or materially breaches any terms or
condition of this Agreement;
(b) If the Customer becomes insolvent, enters into an assignment for the benefit of Its creditors
or commences bankruptcy proceedings, whether voluntary or involuntary;
(c) If the representations and warranties made by the Customer in this Agreement are not true
and correct in all material respects.
(2) The Customer may terminate this Agreement upon the occurrence of one or more of the following
events:
(a) If OPT fails to address and resolve application specific issues within 30 days after receipt of
notice from the Customer;
(b) If DPT becomes insolvent, enters into an assignment for the benefit of its creditors or
commences bankruptcy proceedings, whether voluntary or involuntary;
(c) Upon 30 days written notice of cancellation to OPT.
(3) Minimum Term is defined to be one full calendar month from the Effective Date of this Agreement.
(4) If this Agreement is terminated by OPT prior to the expiration of the Minimum Term for the reasons
described in Section 9(1)(a) through (1)(c) above or the Customer for reasons other than as
described in Section 9(2)(a) above, the Customer agrees to be responsible for and pay OPT the
fees pursuant to Section 3 hereof for the duration of the Minimum Term.
(5) In the event of any termination of this Agreement, DPT shall be entitled to payment and the
Customer shall be obligated to pay for any and all SelVices rendered by DPT under this Agreement
Enterprise Management System Customer Agreement
Page 7
prior to the date of such termination. Additionally, notwithstanding any termination of this
Agreement, the provisions set forth in Sections 6, 8 and 15 of this Agreement shall survive such
termination and remain In full force and effect.
(6) Upon termination of this Agreement, DPT may be requested by the Customer to return all of the
Customer's data in a CSV file format for $500.
10.
FORCE MAJEURE
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Neither party shall be responsible for any delay or failure of performance resulting from any events or
conditions not reasonably within the control of such party, which events or conditions prevent in whole or in
part the performance by such party of its obligations hereunder or which renders the performance of such
obligations so difficult or costly as to make performance commercially unreasonable. In :;uch event, the
party affected shall be excused from performance on a day-to-day basis to the extent of such interference,
and the other party shall likewise be excused from the performance of its obligations on a day-for-day basis
to the extent such party's obligations relate to the performance so interfered with.
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11. ACCESS SECURITY STANDARDS
The Customer agrees to impose upon Its computer equipment security standards reasonably acceptable to
DPTto protect the Services from any unauthorized access or possible unauthorized access.
12. PARTIAL INVALIDITY
The enforceability or invalidity of any provision of this Agreement shall not render any other provision hereof
unenforceable or invalid.
13. THIRD PARTIES
Nothing in this Agreement 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, nor is anything in this Agreement intended to relieve or discharge the obligation/liability
of any third persons to any party to this Agreement, nor shall any provision in this Agreement give any third
persons any right or subrogation or action over or against any party to this Agreement.
Enterprise Management System Customer Agreement
Page 8
14. NOTICES
All communications and notices provided for herein shall be in writing and shall be deemed to have been
given when delivered personally to the applicable party, or received by facsimile and followed by registered
or certified mail with return receipt requested, postage prepaid, and addressed to the applicable signatory
at the address appearing at the end of this Agreement (or at such other address as any party may hereafter
designate by notice to the other).
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15. SUCCESSORS AND ASSIGNS; ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of DPT, the Customer and their respective
successors and assigns. The Customer may not assign or transfer its rights and obligations hereunder
without the written consent of DPT, which shall not be unreasonably withheld, except in the case of the sale
of all or substantially all of the business or assets of the Customer provided all of the Customer's rights or
obligations to perform under this Agreement are binding on the Customer's transferee or assignee.
16. ENTIRE AGREEMENT
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This Agreement with Its attached Appendices sets forth and constitutes the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes all prior discussions,
agreements and understandings, whether written or oral, and neither of the parties shall be bound by any
conditions, definitions, warranties, understandings or representations with respect to such subject matter
other than as expressly provided herein.
17. AMENDMENT
This Agreement may be amended or modified only by a written instrument signed by DPT and the Customer.
18. SECTION HEADINGS
The section headings used herein are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
19. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York.
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Enterprise Management System Customer Agreement
Page 9
20, COUNTERPARTS
This Agreement may be executed In counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN ~S WHEREOF, the undersigned have duly executed thiS Agreement on the ~ day of
[I,.... , 20C8 effective as of the day and year first above written.
DIGITAL PAYMENTTECHNOLOGIES CORP.
By:
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(Authorized Signatoty. 'iignature)
Laura A. Colwill, CA
CFO
(Authorized Signatoty - Printed Name & Tit/e)
Rick Conner, Acting City Manager
(Authorized Signatory - Printed Name & Title
d ~v11 'D4
Date
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
~""A.A ~~ ""aL
-HANS OITINO'f, C 1\ ORNEY
Appendix "A" - Schedule of EMS Services
Below is a list of EMS Services to be provided per unit upon the Effective Date as set out in this Agreement
and referenced in Sales Order #17275:
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Serial No. Reporting Credit Card Processing Monitoring & Alarming BIlling Date
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LUKE $75/month/unit for all three services Effective Date
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EMS services are billable, monthly in advance, upon the Effective Date of the EMS services on the
pay stations, as defincd in this Agreement.
EMS services are payable the last day of the month. Any amounts unpaid after 30 days are subject
to interest at 18% per annum. The Customer hereby agrccs to pay any interest incurred due to such
late payment. Should there be any amounts remaining unpaid for greater than 90 days with regards
to EMS services, the contractor has the right to terminate such services.
DATED: ~ \.- tfo. 2Wf
CllY OF SUNNY ISLES BEACH, FLORIDA
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Rick Conner, Acting City Manager
(Authorized SignatolY - Printed Name & Tit/e)
Appendix uB" -Services Available
The following EMS services are available with the LUKE and SHELBY product lines as of the date of this
agreement.
EMS Basic
Includes the ability to:
. Securely log into the system from anywhere using Internet Explorer S.x and newer with 128 bit SSL
encryption
. Create, delete and maintain user accounts
. Configure rates, messages and other parking station information then remotely distribute It to your
pay stations
. Compile and retrieve valid / expired stall information for all pay stations using any pay station that
is on the network
. Allow parkers to add time to their permit from any pay station on the network
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Real-time Credit Card Processing
Includes the ability to:
. Approve or decline credit card payments at the paystatlon in real time
. Provide a bank generated authorization number printed on the permit at time of purchase
. Refund credit card transactions via the EMS web application
Real-Time Monitoring and Alarming
Includes the ability to:
. Use a web browser to retrieve the status of pay station resources such as door, printer, batteries,
paper, cash receptacles, bill valldator, and shock alarms
. Allow real time alarm notification to users via email or text message
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Reporting
Includes the ability to:
. Use a supported web browser to view, print or export current totals of permit sales in real time
. View, print or export a copy of any Audit Report as soon as it is generated at the paystation
. Query, view, print or export transaction details by setting, region, pay station transaction purchase
or expiry time
. View, print or export credit card processing details
. View, print or export coupon usage details
Appendix "8" - Services
Page 2
Coupons
Includes the ability to:
· Specify the effective dates of coupon availability
· Specify the number of times a coupon may be used (including unlimited)
. Restrict access to rates based on a coupon number
· Specify a percentage discount based on a coupon number
· Specify a region, pay station or stall range for coupon validity
Campus / Custom Card Processing
Includes the ability to:
· Accept Campus Value Cards based on any of the following systems:
o Blackboard
o TotalCard
o NuVision
· Accept custom coded mag-stripe cards with real-time authorization
Pay By Cell Integration
Includes the ability to:
· Enable parkers to purchase parking via a pay by cell provider and have the transaction information
integrated into the pay station network
· Enable pay by cell transactions to be integrated Into pay station enforcement reports
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Appendix "C" - Ownership of Software Licenses
Customer:
Microsoft Internet Explorer
Digital PaymentTechnologies Corp.:
JBoss
MySQL
JASPER Reports
Operating system (Redhat Enterprise Server, Solaris 10)
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Appendix "0" - Software and Technical Support
Separate Agreement
User support - terms and condition
Basic application support:
Workdays 07:30 am - 4:00 pm PT
Included in basic service
Technical support:
Workdays 07:30 am - 4:00 pm PT
Included in basic service
1. Support SelVlces:
1.1. OPT will provide technical support by telephone and email. DPT Is to be contacted by telephone at its
telephone number for support services or by emall at helpdesk@digitalpaytech.com. If a DPT representative
Is not available to take the call at the time it is made, the call will be returned. DPT's regular support hours
are 7:30am to 4:00pm Pacific Time Monday through Friday (exclusive of holidays). During non-business
hours, weekends and holidays, OPT will provide an emergency response pager service. Notification will be
provided to clients if these hours change.
1.2. DPT will use commercially reasonable efforts to respond to calls and reply to emalls and to solve problems.
The Customer will cooperate and work together with OPT to facilitate OPT's efforts to provide assistance and
to meet the guidelines set forth In Appendix D or such other guidelines as OPT and the Customer may agree
upon. However, OPT will not be in breach of its obligations under these Terms and Conditions or under the
Standard One-year Limited Warranty or the Extended TelephonejEmall Support Packages if it falls to meet
the guidelines set forth In Appendix 0 or such other guidelines.
2. Customer's OblIgatIons:
Each Customer who Is a Licensee will provide notice in writing (including by emall) to OPT setting forth the
names of the Licensee's Support Contacts, each of whom will be properly trained In the use and support of
the relevant Payment Station and Software. DPT is authorized and directed by the Licensee to deal with
such Licensee's Support Contacts.
2.2. When calling for technical support, the Customer will provide a detailed description of the problem and a
summary of the basic troubleshooting that has already been tried.
2.1.
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2.3. The Customer and If the Customer is a Licensee, the Licensee's End-user, will be responsible for proper
maintenance of the relevant Payment Station in accordance with OPT's recommendations and requirements
forthe Payment Station and for keeping accurate and complete maintenance records forthe Payment
Station.
2.4. The Customer and if the Customer is a Licensee, the Licensee's End-user, will be responsible for ensuring
that the Software is installed on a computer that meets or exceed the minimum requirements outlined by
OPT. The Customer acknowledges that upgrades to the Software and increases in the size of databases may
require upgrades to the computer hardware. The Customer and If the Customer Is a Licensee, the Licensee's
End-user, will be responsible for any upgrades to the computer that may be required.
2.5. The Customer and If the Customer is a Licensee, the Licensee's End-user, will also be responsible for the
proper operation and maintenance of the Software In accordance with DPT's recommendations and
Appendix liD" - Software and Technical Support
Page 2
requirements, and for the proper operation and maintenance of the computer on which the Software is
installed and the operating system and other software installed on such computer.
2.6. The Customer and If the Customer is a Licensee, the Licensee's End-user, will provide a high-speed Internet
connection to enable OPT to perform remote diagnostics on the Sofuvare, If required.
2.7. The Customer and if the Customer is a Licensee, the Licensee' End-user, will ensure OPT is provided with any
licenses, software and equipment required for OPT to reproduce any problems for which the Customer is
seeking OPT's assistance.
Appendix "E" - Contacts and List of Authorized Personnel
The following person(s) are authorized by the Customer to order new Services, change existing Services or
terminate Services on behalf of the Customer:
Name Title
---_..- ....-
RICK CONNER ACTING CITY MANAGER
lTITIT (.0' .UL<n.L 1-1(.0'( OR
UJ......
ROBERT SOLERA
- ---~--
--. -.-----.--
- _____ _0_.
The following person(s) are authorized by the Customer to request and receive a new administrator
password should the Customer forget or lose the current password. It Is recommended that more than one
name be provided In the event one of the authorized persons is not available.
--
Name Title
". --- -.0..
- t-
All communication regarding changes, additions or deletions to selVices or authorized individuals must
be provIded on company letterhead with an authorized signature.
City of Sunny Isles Beach
City Commission Agenda
18070 Collins Avenue,
Sunny Isle Beach, FL 33 160
(305) 947-0606 Phone (305) 949-3113 Fax
AGENDA BILL
REQUESTED ACTION
Staff recommends that the City Commission ratify the purchase of a Luke Master Meter from
Parker Systems and an EMS Services Agreement for the Municipal Parking Lot located along 175
Terrace, in an amount not to exceed Fifteen Thousand Dollars ($15,000.00).
BACKGROUND
The City of Sunny Isles Beach wishes to utilize the newly acquired lot on 175 Terrace (behind
Walgreen's) as a municipal parking lot for residents and visitors. The installation of a master
meter will provide for collection of an established per hour rate. Parker Systems provided a
proposal to the City in the amount of $14,159.00, for a Luke Master Meter, and an EMS Services
Agreement through Digital Payment Technologies Corp. in the amount of $75.00 per month,
realizing a savings of $250.00 per month for service, as well as a total savings of $4,700.00 per
meter for any meters purchased in the future.
Parker Systems provides a "plug and play" machine and therefore the amount of service calls
related to part replacement and malfunction will practically be eliminated. After proper training
provided by Parker Systems, Parking enforcement personnel will be able to trouble-shoot the
Master Meter and change any defective parts without the need to contact the company directly.
In addition, the Master Meter provides other upgrades including a new digital color display which
can be used to provide instant information about scheduled events in the City. EMS Services
includes 1) on-line, real time, credit card processing, 2) real time monitoring and alarm
messaging, and 3) reporting modules. Residents and visitors will also be able to purchase
parking time via a cell phone, smart cards to be used at the meters, replenish them at the
master meter, as well as have the advantage of pay and display or pay by space. The meter
communicates via a cell line and the information is processed in-house.
ADDITIONAL INFORMATION
Funds are available in the Community Development R & M Equipment fund, account
10.700.5241. Three quotes were obtained for the same product and service as required by
Chapter 62-7 of the City Code for items greater than $10,000 but less than $25,000. Parker
Systems had the lowest quote for the same product.
Funding required for this action: I $15,000.00 Source of funds: I 10.700.5241
Transfer Required: I No Amount of Transfer: I N/A
Transfer from account number: I N/A To account number: I N/A
For the Commission Meeting of: April 16, 2009 Inilials: ~ Agenda Item
Submitted by: Robert C. Solera Number
Title: Community
Development Director lOB
Approved by Finance Director: Doug Haag Inilials: I ~ I
Approved by Acting City Manager: Rick Conner Initials: