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HomeMy WebLinkAboutAGMT - Eyepax IT Consulting LLC (Parking Meter Vendor Cost Free Pilot)PAY BY PLATE PILOT AGREEMENT THIS AGREEMENT is entered into this day of __AY�VJ�2 017, between the City of Seal Beach, CA, a California municipal corporation (hereinafter referred to as the "City"), and_ _Eyepax _ IT Consulting LLC a _California Limited liability Company_ (hereinafter referred to as the "Contractor"). RECITAL WHEREAS, the City of Seal Beach, hereinafter referred to as "City" and _Eyepax IT Consulting LLC_, hereinafter referred to as "Contractor ", desire to set up a no -cost smart meter and pay station pilot (Pilot) located within City designated lots. The primary purpose of the pilot is to evaluate smart meters and pay stations along with and enforcement of 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 and /or pay station to install throughout the City. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: Scope — The above recital is incorporated herein as though fully set forth. The Pilot duration will be approximately 60 days and will involve installing 15 smart meters and one pay station utilizing the Contractor's back - office management system. These meters and pay station 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. Evaluation Period - The initial Pilot period shall occur between July _25th _, 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 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 the pay station and smart meters (the "Pilot Products "), 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 Products for no additional cost to the City. 6. Graphics, Signs and Paper — Contractor will provide proofs of custom Pilot graphics to the City. Once approved by the City, the Contractor will produce and install the graphics on the Pilot Products at no additional cost to the City. If required, the Contractor will coordinate necessary signage to be installed prior to k installation of the Pilot Products at its sole cost and expense. 7. 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. 8. Merchant Account — Contractor will use its own merchant account setup for the Pilot Products. • 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. 9. Integrations — Contractor will provide the ability for the City to verify real -time payment status to check the real -time status of paid /expired plates for no additional cost to the City. Contractor will provide a real -time API feed that can be received by designated enforcement handheld(s) and /or LPR equipment. 10. Warranty, Maintenance and Spare Parts — The Pilot Products 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 Products during the Pilot period including providing all spare parts needed to support the Pilot Products. 11. Ordinances, Permits and Licensing - Although not anticipated, the City is responsible for creating and approval of all new or modified ordinances or laws required to allow for plate -based payments by meter or pay station or mobile device and enforcement by plate without the requirement of a displayed receipt for compliance, along with all associated legal costs and the cost of permits and licensing, if applicable, for signage. 12. 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. 13. 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. 2 14. 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. 15. Training — Contractor will provide the City full training on the meter and pay station operation and maintenance, along with backend software training for Pay by Plate at no additional cost during a mutually agreed upon timeframe. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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: _Eyepax IT Consulting LLC a ' California Limited Liability Company_(erperatien 0 Print Name: _Lalith Caldera Title: President Date: 7/21/2017 App a F By: rove Cr i teele, City Attonney 4 CITY: THE CITY OF SEAL BEACH Print Name: Title: Date:' 7