OMIPARK, IINC., Agreement a01q-A537
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
OMNIPARK, INC.
FOR THE ACQUISITION, MAINTENANCE, AND SUPPORT
OF A MOBILE AND HANDHELD LICENSE PLATE RECOGNITION (LPR)
PARKING ENFORCEMENT SYSTEM
This Agreement ("Agreement") is entered into this 29 day of Aprl , 2014 (Effective
Date), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and
existing under the laws of the State of Florida, having its principal offices at 1700 Convention
Center-Drive, Miami Beach, Florida, 33139 ("City" or "Customer"), and OMNIPARK, INC, a
Washington corporation, whose address is 108 N Washington Street, Sixth Floor, Spokane,
Washington 99201 ("Vendor" or"Omnipark").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Vendor, including any exhibits and
amendments thereto.
City Manager: The chief administrative officer of the City.
Vendor: For the purposes of this Agreement, Vendor shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Vendor including, without limitation
Sub-Vendor, performed or undertaken pursuant to the Agreement
including, without limitation, the work and services described in Exhibit "A"
hereto.
Equipment: Specific equipment identified by Omnipark and Sub-Vendor in Exhibit "B"
hereto, including any accessories, parts and software license required to
operate such Equipment.
Fee: Amount paid to the Vendor as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number (305)
673-7000, Ext. 6435: and fax number (305) 673-7023.
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Vendor by the City, Vendor shall provide the
work and services described in Exhibit "A" hereto.
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SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, which shall be the Effective Date on page 1 hereof, and shall have an initial term
of three (3) years, with one two (2) year renewal option, to be exercised at the City Manager's
sole option and discretion, by providing Vendor with written notice of same no less than ninety
(90) days prior to the expiration of the initial term.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Vendor shall be compensated as
indicated in Exhibit "B".
4.2 All costs of travel, food and lodging for installation and training staff during installation
and training times are also included in Exhibit "B".
4.3 Fees for the Equipment and installation are to be paid as outlined in the terms and
conditions of the Quote attached to Exhibit "B"; and monthly, in advance, for the monthly
licensing and support (also itemized in Exhibit "B").
4.4 INVOICING
Upon receipt of an acceptable and approved invoice by the City, payment(s) shall be
made within thirty (30) days for that portion (or those portions) of the Services
satisfactorily rendered (and referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof)
provided, and shall be submitted to the City at the following address:
City of Miami Beach —Parking Department
1755 Meridian Avenue, Suite 200
Miami Beach, FL 33139
ATTN: Saul Frances, Parking Director
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Vendor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its
City Manager, shall thereupon have the right to terminate this Agreement for cause.
Prior to exercising its option to terminate for cause, the City shall notify the Vendor of its
violation of the particular term(s) of this Agreement, and shall grant Vendor ten (10) days
to cure such default. If such default remains uncured after ten (10) days, the City may
terminate this Agreement without further notice to Vendor. Upon termination, the City
shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by
virtue of, this Agreement.
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Notwithstanding the above, the Vendor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Vendor. The City,
at its sole option and discretion, shall be entitled to bring any and all legal/equitable
actions that it deems to be in its best interest in order to enforce the City's right and
remedies against Vendor. The City shall be entitled to recover all costs of such actions,
including reasonable attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO VENDOR OF SUCH
TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS
FOLLOWING RECEIPT BY THE VENDOR OF SUCH NOTICE. IF THE AGREEMENT
IS TERMINATED FOR CONVENIENCE BY THE CITY, VENDOR SHALL BE PAID
FOR ANY SERVICES PERFORMED UP TO THE DATE OF TERMINATION;
FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL
LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS
AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Vendor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the
benefit of creditors. In such event, the right and obligations for the parties shall be the
same as provided for in Section 5.2.
SECTION 6
INDEMNIFICATION; INSURANCE REQUIREMENTS;
PERFORMANCE AND PAYMENT BOND; AND PROPRIETARY RIGHTS
6.1 INDEMNIFICATION
Vendor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to,
attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of
or damage to property, which may arise or be alleged to have arisen from the negligent
acts, errors, omissions or other wrongful conduct of the Vendor, its officers, employees,
agents, contractors, or any other person or entity acting under Vendor's control or
supervision, in connection with, related to, or as a result of the Vendor's performance of
the Services pursuant to this Agreement. To that extent, the Vendor shall pay all such
claims and losses and shall pay all such costs and judgments which may issue from any
lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees
expended by the City in the defense of such claims and losses, including appeals.
The parties agree that one percent (1%) of the total compensation to Vendor for
performance of the Services under this Agreement is the specific consideration from the
City to the Vendor for the Vendor's indemnity agreement. The provisions of this Section
6.1 and of this indemnification shall survive termination or expiration of this Agreement.
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6.2 INSURANCE REQUIREMENTS
The Vendor shall maintain and carry in full force during the Term, the following
insurance:
1. Workers' Compensation and Employer's Liability per the statutory limits of the
state of Florida.
2. Comprehensive General Liability (occurrence form), in an amount not less than
$1,000,000.00 per occurrence for bodily injury and property damage to include
Premises/Operations; Equipment, Products/Completed Operations and
Contractual Liability, and Contractual Indemnity (Hold harmless endorsement).
The City of Miami Beach must be named as an Additional Insured with respect to
the liability coverage; and it must be stated on the certificate.
The insurance must be furnished by insurance companies authorized to do business in
the State of Florida. All insurance policies must be issued by companies rated no less
than "B+" as to management and not less than "Class VI" as to strength by the latest
edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent.
The City must be named as an additional insured on the liability policies; and it must be
stated on the certificate.
All of Vendor's certificates shall contain endorsements providing that written notice shall
be given to the City at least thirty (30) days prior to termination, cancellation or reduction
in coverage in the policy. The certificate must state the RFP number and title.
Original certificates of insurance must be submitted to the City's Risk Manager for
approval (prior to any work and/or services commencing) and will be kept on file in the
Office of the Risk Manager. The City shall have the right to obtain from the Vendor
specimen copies of the insurance policies in the event that submitted certificates of
insurance are inadequate to ascertain compliance with required coverage.
The Vendor is also solely responsible for obtaining and submitting all insurance
certificates for any sub-consultants, sub-contractors and/or sub-vendors including,
without limitation, Sub-Vendor.
Compliance with the foregoing requirements shall not relieve the Vendor of the liabilities
and obligations under this Section or under any other portion of this Agreement. The
Vendor shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has
been approved by the City's Risk Manager.
6.3 PERFORMANCE AND PAYMENT BOND
6.3.1 Within five (5) calendar days of the Effective Date, Vendor shall furnish a
Performance and Payment Bond (the Bond) to the City, in the full amount of the
agreement, guaranteeing to City the Vendor's full and faithful performance of the
Services during the Term, as well as full payment to any and all subcontractor(s). The
Bond shall be with a Surety company meeting the qualifications described herein.
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6.3.2 The Bond must be executed by a surety company authorized to do business in
the State of Florida as a surety, having a resident agent in the State of Florida, and
having been in business with a record of successful continuous operation for at least five
(5) years.
6.3.3 The surety company shall hold a current certificate of authority as acceptable
surety on federal bonds in accordance with the United States Department of Treasury
Circular 570, current Revisions. The bonds shall be executed by a responsible corporate
surety who has been given a B+: VI or higher rating by the most recent edition of A.M.
Best's Insurance Guide and which is authorized to issue bonds in the State of Florida
through an authorized agent with an office in Florida.
6.4 PROPRIETARY RIGHTS
Vendor shall waive any proprietary rights to the system in the event of default or
insolvency.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida.
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action
is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida. By entering into this Agreement, Vendor and the City expressly waive
any rights either party may have to a trial by jury of any civil litigation related to or arising
out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit
on the City's liability for any cause of action, for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never
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exceeds the amount of $100,000, less any sums actually paid by the City t o Vendor.
Vendor hereby expresses its willingness to enter into this Agreement with Vendor's
recovery from the City for any damage action for breach of contract to be limited to a
maximum of$100,000, less any sums actually paid by the City to Vendor
Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor
hereby agrees that the City shall not be liable to the Vendor for damages in an amount in
excess of $100,000, less any sums actually paid by the City to Vendor for any action or
claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended
to be a waiver of the limitation placed upon the City's liability, as set forth in Section
768.28, Florida Statutes.
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SECTION 9
GENERAL PROVISIONS
9.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Vendor, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally
recognized holidays), and as often as the City Manger may, in his/her reasonable
discretion and judgment, deem necessary, there shall be made available to the City
Manager, and/or such representatives as the City Manager may deem to act on the
City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or
records relating to all matters covered by this Agreement. Vendor shall maintain any and
all such records at its place of business at the address set forth in the "Notices" section
of this Agreement.
9.2 [INTENTIONALLY OMITTED]
9.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Vendor shall not subcontract, assign, or transfer any other portion of any work and/or
service under this Agreement without the prior written consent of the City Manager,
which consent, if given at all, shall be in the Manager's sole judgment and discretion.
Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be
assignable unless as approved pursuant to this Section, and any attempt to make such
assignment (unless approved) shall be void. Notwithstanding the preceding, the City
hereby approves the Sub-Vendor Agreement attached as Exhibit "D" hereto.
9.4 PUBLIC ENTITY CRIMES
Pursuant to Section 287.133, Florida Statute, OmniPark affirms that neither OmniPark
nor one or more of the officers, directors, executives, partners, shareholders,
employees, members, or agents who are active in the management of the entity, nor any
affiliate of the entity, has been convicted of a Public Entity Crime.
9.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Vendor shall not discriminate
against any employee or applicant for employment because of race, color, national
origin, religion, sex, gender identity, sexual orientation, disability, marital and familial
status, or age.
9.6 CONFLICT OF INTEREST
The Vendor herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-
Dade County Code, and as may be amended from time to time; and by the City of Miami
Beach Charter and Code (as some may be amended from time to time); both of which
are incorporated by reference herein as if fully set forth herein.
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The Vendor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly, which could conflict in any manner or degree with the performance of
the Services. The Vendor further covenants that in the performance of this Agreement,
no person having any such interest shall knowingly be employed by the Vendor. No
member of or delegate to the Congress of the United States shall be admitted to any
share or part of this Agreement or to any benefits arising there from.
SECTION 10
NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of the Vendor and the City listed below or
may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO VENDOR: OMNIPARK, INC.
108 N Washington St
Sixth Floor
Spokane, WA 99201
ATTN: Kelly Birr, President
TO CITY: CITY OF MIAMI BEACH
PARKING DEPARTMENT
1755 MERIDIAN AVENUE, SUITE 200
MIAMI BEACH, FL 33139
ATTN: Saul Frances, Parking Director
Notice may also be provided to any other address designated by the party to receive
notice if such alternate address is provided via U.S. certified mail, return receipt
requested, hand delivered, or by overnight delivery. In the event an alternate notice
address is properly provided, notice shall be sent to such alternate address in addition to
any other address which notice would otherwise be sent, unless other delivery
instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of
receipt by either U.S. certified mail or overnight delivery.
SECTION 11
MISCELLANEOUS PROVISIONS
11.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of
the parties. No modification, amendment, or alteration of the terms or conditions
contained herein shall be effective unless contained in a written document executed with
the same formality and of equal dignity herewith.
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11.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder
of this Agreement shall not be affected and every other term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
11.3 ENTIRETY OF AGREEMENT
The City and Vendor agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations,
agreements or understandings applicable to the matters contained herein, and there are
no commitments, agreements or understandings concerning the subject matter of this
Agreement that are not contained in this document. Title and paragraph headings are for
convenient reference and are not intended to confer any rights or obligations upon the
parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
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Cit y Clerk
FOR VENDOR: ' � }
ATTEST: '•
By:
Secretary President
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EXHIBIT A
Scope of Service
Handheld Equipment
OmniPark will provide CMB with the following handheld equipment:
• (25) Intermec CN50 series device kits
o Includes primary battery, spare battery, carrying case and vehicle charger.
• (6) quad-battery chargers
Mobile LPR Equipment
OmniPark will provide CMB the following equipment from Genetec for Mobile LPR
• (2) Genetec Vehicle LPR system
• (2) Panasonic Toughbook computers
• Installation services for LPR systems
OmniPark Software & Hosted Services
OmniPark will provide CMB with the following software for use during the term of the
agreement.
• Temporary use of ParkTrak Pro PC and HHU software until fully converted to OmniPark.
• Use of cloud-based OmniPark back-office management and reporting system
• (30) device licenses for OmniPark HHU software with EMS connect, pay-by-cell and
LPR modules
o This replaces the (5) ParkTrak HHU licenses already delivered in Phase 1 with
ParkTrak.
• Integration with CMB permitting system.
Data-Service
• (30) SIM Cards with necessary data-only service for use with the Handhelds.
• Overuse and non-OmniPark use of data service may be subject to overage charges.
Support
OmniPark will provide technical support to CMB during regular support hours of at least 7:OOam
to 4:OOpm Pacific Standard Time Monday through Friday.
Training
OmniPark will provide up to 8 hours of remote training to CMB at no cost. Additional remote
training is available for$75 per hour. On-site training is available for$750 per day plus
reimbursement of travel costs and pre-diem.
EXHIBIT B
QUOTE
Hand Held Units (HHU) and Mobile (Vehicle Mounted) LPR
PAID to ParkTrak
Hand Held Unit '30%Discount Applied PHI DUE
Intermec $ 4,695.00 30 $ 140,850.00 $ 98,595.00 * 5 $ 23,475.00 $ 75,120.00
Charging Quad $ 295.00 8 $ 2,360.00 $ 1,652.00 * 2 $ 590.00 $ 1,062.00
Protective Case $ 99.00 30 $ 2,970.00 $ 2,079.00 * 5 $ 495.00 $ 1,584.00
Spare Battery $ 155.00 30 $ 4,650.00 $ 3,255.00 * 5 $ 775.00 $ 2,480.00
EMS Interface $ 495.00 30 $ 14,850.00 $ 10,395.00 * 5 $ 2,475.00 $ 7,920.00
Pemit Interface $ 495.00 30 $ 14,850.00 $ 10,395.00 * 5 $ 2,475.00 $ 7,920.00
Pay By Cel Interface $ 495.00 30 $ 14,850.00 $ 10,395.00 * $ - $ 10,395.00
Car Charger $ 95.00 30 $ 2,850.00 $ 1,995.00 * 5 $ 475.00 $ 1,520.00
LPR software $ 1,750.00 30 $ 52,500.00 $ 36,750.00 * 5 $ 8,750.00 $ 28,000.00
Installtion/Training $ 750.00 11 $ 8,250.00 $ 8,250.00 4 $ 3,000.00 $ 5,250.00
Meals/Transport $ 269.64 11 $ 2,966.04 $ 2,966.04 4 $ 1,078.56 $ 1,887.48
Airfare $ 600.00 2 $ 1,200.00 $ 1,200.00 1 $ 600.00 $ 600.00
$ 187,927.04 $ 44,188.56 $ 143,738.48
PAID to ParkTrak
MOBILE '30%Discount Applied PHI DUE
Genetec Interface $ 5,000.00 1 $ 5,000.00 $ 3,500.00 * 1 $ 3,500.00 $ -
Custom Sharp $ 29,500.00 3 $ 88,500.00 $ 88,500.00 1 $ 59,000.00 $ 29,500.00
Toughbook $ 6,000.00 3 $ 18,000.00 $ 18,000.00 1 $ 12,000.00 $ 6,000.00
Pay plate enhanced $ 1,000.00 1 $ 1,000.00 $ 1,000.00 1 $ 1,000.00 $ -
Streetpro mapping $ 1,020.00 1 $ 1,020.00 $ 1,020.00 1 $ 1,020.00 $ -
Autovu Parking Base $ 1,650.00 1 $ 1,650.00 $ 1,650.00 1 $ 1,650.00 $ -
Remote Technical $ 1,000.00 2 $ 2,000.00 $ 2,000.00 1 $ 1,500.00 $ 500.00
Import/Export Tool $ 1,000.00 1 $ 1,000.00 $ 1,000.00 1 $ 1,000.00 $ -
SMA Base-3 yrs $ 960.00 1 $ 960.00 $ 960.00 1 $ 960.00 $ -
3 yr return repair $ 6,105.00 3 $ 18,315.00 $ 18,315.00 1 $ 12,210.00 $ 6,105.00
install $ 3,000.00 3 $ 9,000.00 $ 9,000.00 1 $ 6,000.00 $ 3,000.00
$ 144,945.00 $ 99,840.00 $ 45,105.00
$ 332,872.04 $ 144,028.56 $ 188,843.48
ANNUAL MAINTENANCE/SUPPORT •30%Discount Applied TOTAL
Monthly Fees YEARLY
Intermec
hardware/software $ 25.00 30 $ 750.00 $ 525.00 * 12 $ 6,300.00
EMS interface $ 25.00 30 $ 750.00 $ 525.00 * 12 $ 6,300.00
Permit System
Intergration $ 25.00 30 $ 750.00 $ 525.00 * 12 $ 6,300.00
LPR recognition
handheld software $ 25.00 30 $ 750.00 $ 525.00 * 12 $ 6,300.00
intergration $ 25.00 30 $ 750.00 $ 750.00 12 $ 9,000.00
GPRS data plan $ 40.00 30 $ 1,200.00 $ 1,200.00 12 $ 14,400.00
Genetec Maintenance $ 250.00 1 $ 250.00 $ 175.00 * 12 $ 2,100.00
$ 415.00 $ 5,200.00 $ 4,225.00 $ 50,700.00