HomeMy WebLinkAboutAGMT - IPS Group Inc (Parking Meter Vendor Pilot Program)PARKING METER PILOT AGREEMENT
THIS AGREEMENT is entered into this IS-fi day of 2017, between the
City of Seal Beach, CA, a California municipal corporation ( hereinafter referred to as the
"City "), and _IPS Group ,Inc_, a _Pennsylvania_ corporation (hereinafter
referred to as the "Contractor ").
RECITAL
WHEREAS, the City of Seal Beach, hereinafter referred to as "City" and _IPS Group
Inc.—, hereinafter referred to as "Contractor ", desire to set up a no -cost Smart Meter
pilot (Pilot) located within a City designated lot. The primary purpose of the pilot is to
evaluate smart meters and enforcement of smart meter payments. The Pilot will allow
the City the opportunity to understand the technology and operating method and to
develop criteria for the development of specifications for a future Request for Proposals
or chose a Smart Meter to install throughout the City.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:
1. Scope – The above recital is incorporated herein as though fully set forth. The
Pilot duration will be approximately 60 days and will involve installing 22 smart
meters and utilizing the Contractor's back -office management system. These
meters will be configured to accept coins and credit cards (in a PCI Level 1
environment with online, real time authorization), with parking rate set -up
based on the information provided in the completed configuration form
authorized by the City.
2. Evaluation Period - The initial Pilot period shall occur between July 1, 2017 and
September 30, 2017, unless extended in writing by either party.
3. Back -Office Services – Contractor will provide to the City for the duration of the
Pilot all services reasonably required to perform the Pilot, including online
reporting, enforcement integration with City's web - enabled enforcement devices,
PCI - compliant credit card gateway services, wireless data services, real time
alarm notifications, and support.
4. Shipment and Installation - Contractor, at its expense, will be responsible for
the shipment, installation operations and communications of 22 smart meters
and utilizing the Contractor's back - office management system including removal
and return of the Pilot Products at the conclusion of the Pilot, if elected by the
City.
5. Help Desk Services – During the Pilot, Contractor will continue to provide end -
user customer support for the Pilot meters.
6. Removal – The City shall not at any time temporarily or otherwise remove or
cease operation of the Pilot Products from the initial installation site, without
Contractor's prior written consent, which consent shall not be unreasonably
withheld. Contractor shall be responsible for all costs associated with
equipment removal and repair of surface to existing conditions prior to
installation.
7. Merchant Account — Contractor will use its own merchant account setup for the
Pilot meters.
• Contractor will utilize its own credit card processing company to authorize
and settle the transactions. The City is responsible for all fees charged by
the credit card processing company.
• Contractor will be responsible for reconciliation documents outlining all
revenues approved and collected by the credit card processing company on a
monthly basis.
8. Integrations — None will be required for this trial.
9. Warranty, Maintenance and Spare Parts — The Pilot meters and all electrical
component hardware will be under full parts warranty during the Pilot period.
Contractor will be responsible for all maintenance of the Pilot meters during the
Pilot period including providing all spare parts needed to support the Pilot meters.
10. End of Pilot Period - At the end of the Pilot period, the City will have the
option to:
(a) Have the Contractor remove and return the Pilot Products within ten (10)
business days following the end of the Pilot period;
(b) Continue to use the Pilot equipment for a monthly, all- inclusive rental fee
to be agreed upon by the City and the Contractor; or
(c) Purchase the Pilot equipment at costs to be agreed upon by the City and
the Contractor.
11. Ownership of Pilot Equipment - During the Pilot, the City agrees that Pilot
Products shall remain the sole and exclusive property of the Contractor,
unless fully paid for by the City.
12. Indemnification. Contractor shall defend, indemnify and hold harmless the City,
and their respective officers, directors, employees, agents, successors and
assigns, from and against any and all liabilities, obligations, claims, demands,
causes of action, losses, expenses, damages, fines, judgments, settlements and
penalties, including, without limitation, reasonable costs, expenses and attorney's
fees incident thereto, to the extent they arise out of willful misconduct or
negligent acts or omissions of the Contractor under this Agreement. The City
shall defend, indemnify and hold harmless the Contractor and its officers,
directors, employees, agents, subcontractors, successors and assigns, from and
against any and all liabilities, obligations, claims, demands, causes of action,
losses, expenses, damages, fines, judgments, settlements and penalties,
including, without limitation, reasonable costs, expenses and attorney's fees
incident thereto, to the extent they arise out of willful misconduct or negligent acts
or omissions of the City under this Agreement.
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13. Training — Contractor will provide the City full training on the meter operation
and maintenance, along with backend software training at no additional cost
during a mutually agreed upon timeframe.
14. Binding Authority — The individuals executing this Agreement on behalf of the
Contractor and the City represent that they have the legal power, right, and
actual authority to bind their respective parties to the terms and conditions of this
Agreement.
15. Entire Agreement — This Agreement sets forth all the covenants, conditions and
promises between the parties, and it supersedes all prior negotiations,
statements or agreements, either written or oral, with regard to its subject matter.
There are no covenants, promises, agreements, conditions or understandings
between the parties, either oral or written, other than those contained in this
Agreement.
16. Headings and Titles — The headings or titles of any provisions of this
Agreement are for convenience or reference only and are not to be considered in
construing this Agreement.
17. Counterparts; Facsimile or pdf Signatures — This Agreement shall be
executed in counterparts, each of which shall be considered an original and
together shall be one and the same Agreement. A facsimile or pdf /email copy of
this Agreement and any signatures thereon will be considered for all purposes as
an original.
18. Effective Date — The effective date of this Agreement shall be the date that the
City Manager for the City of Seal Beach executes this Agreement as set forth
below.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by
their duly authorized representatives on the dates set forth below.
CONTRACTOR:
IPS GROUP INC.
By: 2 qQ0
Print Name:
Chad P,Randall
Title:
_COO
Date:
CITY:
THE CITY OF SEAL BEACH
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13. Training - Contractor will provide the City full training on the meter operation
and maintenance, along with backend software training at no additional cost
during a mutually agreed upon timeframe.
14. Binding Authority - The individuals executing this Agreement on behalf of the
Contractor and the City represent that they have the legal power, right, and
actual authority to bind their respective parties to the terms and conditions of this
Agreement.
15. Entire Agreement - This Agreement sets forth all the covenants, conditions and
promises between the parties, and it supersedes all prior negotiations,
statements or agreements, either written or oral, with regard to its subject matter.
There are no covenants, promises, agreements, conditions or understandings
between the parties, either oral or written, other than those contained in this
Agreement.
16. Headings and Titles - The headings or titles of any provisions of this
Agreement are for convenience or reference only and are not to be considered in
construing this Agreement.
17. Counterparts; Facsimile or pdf Signatures - This Agreement shall be
executed in counterparts, each of which shall be considered an original and
together shall be one and the same Agreement. A facsimile or pdf /email copy of
this Agreement and any signatures thereon will be considered for all purposes as
an original.
18. Effective Date - The effective date of this Agreement shall be the date that the
City Manager for the City of Seal Beach executes this Agreement as set forth
below.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by
their duly authorized representatives on the dates set forth below.
CONTRACTOR:
IPS GROUP INC.
By:
Print Name:
.Chad. P.Randall_
Title:
-POP-
Date:
CITY:
THE CITY OF SEAL BEACH
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Title-
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Date:
47 logy
A. Steele, City Attomey