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2THE CITY OF PLEASANT LIVING To: FROM: DATE: SUBJECT: BACKGROUND: AMOUNT: ACCOUNT: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission November 17, 2015 Agenda Item NO.:~ Steven Alexander, City Manager A Resolution authorizing the City Manager to purchase from T2 Systems Canada, Inc., f/k/a Digital Payment Technologies, Corp., three (3) new model, Luke II, Parking Multi-Space Pay Stations The City of South Miami desires to purchase automated parking pay stations from T2 Systems Canada, Inc., using the City of Miami Beach, RFP #46-10-1 I and associated contract terms and conditions. T2 Systems Canada, Inc. has agreed to honor the prices provided to the City of Miami Beach from RFP #46-1 0-1 I. Each new machine provides for an additional regular operating cost of $35 per month, per machine, to operate the EMS software which provides connectivity and reporting capabilities. These funds are allocated in account number 301-1410-513-6430, Finance Equipment Capital Improvement Fund within 2015/2016 fiscal year budget with a current balance of $30,000. $23,844 301-1410-513-6430, Finance Equipment Capital Improvement Fund ATTACHMENTS: Resolution Quotation, T2 Systems Canada Piggyback Agreement, T2 Systems City of Miami Beach Agreement and Award Recommendation Renewal, City of Miami Beach Agreement Sunbiz Registration & Corporation Name Change 1 RESOLUTION NO: _____ _ 2 A Resolution authorizing the City Manager to purchase from T2 Systems 3 Canada, Inc., f/k/a Digital Payment Technologies, Corp., three (3) new model, 4 Luke II, Parking Multi-Space Pay Stations 5 WHEREAS, the City of South Miami desires to purchase automated parking pay 6 stations from T2 Systems Canada, Inc., using the City of Miami Beach contract number 7 86910 7094 RTOOOl terms and conditions; and . 8 WHEREAS, T2 Systems Canada, Inc. has agreed to honor the prices provided to 9 the City of Miami Beach from RFP #46-10-11; and 10 WHEREAS, each new machine provides for an additional regular operating cost 11 of $35 per month, per machine, to operate the EMS software which provides 12 connectivity and reporting capabilities; and 13 WHEREAS, these funds are allocated in account number 301-1410-513-6430, 14 Finance Equipment Capital Improvement Fund within 2015 /2016 fiscal year budget 15 with a current balance of $30,000. 16 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF 17 THE CITY OF SOUTH MIAMI, FLORIDA; 18 Section 1. The City Manager is authorized to purchase from T2 Systems Canada, 19 Inc., previously known as Digital Payment Technologies, Corp.; a Canadian federal 20 corporation authorized to transact business in the State of Florida, three (3) new model, 21 Luke II, Parking Multi-Space Pay Stations to be placed throughout the City of South 22 Miami. The purchase will made through a City of Miami Beach piggyback agreement, 23 from RFP #46-10-11. A copy of the City of Miami Beach agreement, the letter renewing 24 the agreement and the proposed piggyback agreement with the City of South Miami are 25 attached 26 Section 2. Severability. If any section, clause, sentence, or phrase of this 27 resolution is for any reason held invalid or unconstitutional by a court of competent 28 jurisdiction, this holding shall not affect the validity of the remaining portions of this 29 resolution. 30 Section 3. Effective Date: This resolution shall take effect immediately upon 31 enactment. 32 33 Page 1 of2 34 PASSED AND ADOPTED this _dayof ,2015. 35 36 ATIEST: APPROVED: 37 38 39 40 CITY CLERK MAYOR 41 42 43 COMMISSION VOTE: 44 READ AND APPROVED AS TO FORM, 45 LANGUAGE, LEGALITY AND EXECUTION Mayor Stoddard: 46 EXECUTION THEREOF Vice Mayor Harris: 47 Commissioner Liebman: 48 Commissioner Welsh: 49 CITY ATIORNEY Commissioner Edmond: Page 2 of2 T2 Systems Canada Inc. 330-4321 Still Creek Drive Burnaby, BC V5C 6S7 Phone: 1.888.687.6822 Fax: 604.687.4329 GST #: 86910 7094 RTOOOI US Tax 10 #: 98-0603996 Bill To: City of South Miami 6130 Sunset Dr. South Miami, FL 33143 USA Alfredo Riverol 305.663.6343 ariverol@cityofsouthmiamLnet Bill-to Cust. ID: 2112 Sell-to Cust.ID: 2112 End User; SellTo EIN No.: 59-6000431 Payment Terms: Special Sales Phone: 888.687.6822 x6009 Sales E-mail: aimee.cook@t2systems.com P.O. No.: Ref. No.: Digitailris/EMS Cust. Name: SALES QUOTE Sales Quote No.: 37375 Sales Quote Date: October 1, 2015 Location Code: MAIN WHSE ~'CONFIDENTIAL ... Sell To: City of South Miami 6130 Sunset Dr. South Miami, FL 33143 USA Mredo Riverol 305.663.6343 ariverol@cityofsouthmiami.net Ship Advice: Ship Via: Ship To EIN No.: Freight T arms: Account Managers: Sales Code: Requested By: Outside Sales (NCM): Inside Sales (NCM): Hem No. 900.0019 Description LUKEII-100B 38K-Solar-CBCx-x-P Includes: Unit Each Qty. 3 880.4066 460.0023 886.0023 880.4030 880.4036 115.0132 38-Key Keypad 18W Single Slim Line Solar Panel Coin Acceptor, Bill Validator, Credn Card Reader 2 Inch Thermal Printer P-Label, set of 2 Rain cover 400.0303 included Muttilingual SW 100.1110 inlcuded Modem Kn-GSM HSPA-L2 (V5) SIM Card-Dignal Connect 100.0102 Activation Fee Included Modem Upgr. Kn-WiF~SIULR/l2 EnGenius External (V2-V5) customer using City wifi 100.0082: Match EXisting Key-Maintenance III Key code: Lock-Maintenance-L2 100.0083: Match Existing Key -Collections LII key code: Lock-Collections-L2 Bill Stacker 1000 Note-L2 spares Continued on page 2 Each Each Each Each Each Each 2 3 3 6 Ship To: City of South Miami 6130 SW 72 SI. South Miami, FL 33143 USA Carlos Marenco 305.663.6384 cmarenco@lazparking.com Complete Ground 59-6000431 FOB -Customer, Prepay & Add Aimee Cook/David Hoyt LP ANGIEL Unit Price 7,098.81 353.19 353.19 124.00 Page: 1 Total Price 21,296.43 353.19 706.38 744.00 23,100.00 SALES QUOTE Sales Quote No.: 37375 T2 Systems Canada Inc. 330-4321 Still Creek Drive Burnaby, BC V5C 6S7 Phone: 1.888.687.6822 Sales Quote Date: Location Code: October 1, 2015 MAINWHSE Fax: 604.687.4329 GST #: 86910 7094 RT0001 US Tax 10 #: 98-0603996 Bill To: City of South Miami 6130 Sunset Dr. South Miami, FL 33143 USA A~redo Riverol ~'CONFfDENTIAL .~ Sell To: City of South Miami 6130 Sunset Dr. South Miami, FL33143 USA AWredo Riverol 305.663.6343 ariverol@cityofsouthmiaml.net 305.663.6343 ariverol@cityofsouthmiami.net Item No. 115.0108 450.0006 450.0033 663.0050 880.4040 Description Continued from page 1 Coin Canister-L2 spares Key-Hopp/Canister Acc-S/LRlL2 Key-Bill Stacker Access-L2 Paper 2in included Coin Shutter-L2 included Warranty Year 1 and 2 included 41800 Shipping included in base price ... Installation provided by Parker Systems and billed direc!. Training provided by Parker Systems and billed direc!. Please review all details on this quote, including ship to eddress, EIN number, and key code. II you would like to proceed with placing this order, please submn a matching signed quote to fax 604.687.4329. Iris quote provided separately. Order will not be accepted without signed Iris/EMS quote being returned to T2. 'Pricing in accordance wnh the City of Miami Beach Agreement, RFP-46-10-11. Unit Each Each Each Each Each Qty. 6 2 2 2 3 Ship To: City of South Miami 6130 SW 72 S!. South Miami, FL 33143 USA Carios Marenco 305.663.6384 cmarenco@lazparking.com Unit Price 124.00 Page: 2 Tolal Price 23,100.00 744.00 T2 Systems Canada Inc. 330-4321 Still Creek Drive Bu rnaby, BC V5C 6S7 Phone: 1.888.687.6822 Fax: 604.687.4329 GST #: 86910 7094 RT0001 US Tax 10 #: 98-0603996 Bill To: City 01 South Miami 6130 Sunset Dr. South Miami, FL 33143 USA Mredo Riverol 305.663.6343 ariverol@cityolsouthmiami.net Item No. Description SALES QUOTE Sales Quote No.: 37375 Sales Quote Date: October 1 , 2015 Location Code: MAIN WHSE ~'CONFIDENTIAL ... SellTo: City 01 South Miami 6130 Sunset Dr. South Miami, FL 33143 USA Mredo Riverol 305.663.6343 ariverol@cityofsouthmiami.net Unit Amount Subject to Sales Tax 0.00 Amount not Subject to Sales Tax 23,844.00 Quote Is valid for 90 days from Quote date. Terms and Conditions of Sale are available at http://www.dlgitalpaytech.com/terms Qty. 12 Ship To: City 01 South Miami 6130 SW 72 SI. South Miami, FL 33143 USA Carlos Marenco 305.663.6384 cmarenco@lazparking.com Subtotal: Total Tax: USDTotal: Unit Price Page: 3 Total Price 23,844.00 0.00 23,844.00 Please note that if sales taxes are not charged, if applicable, taxes should be self-assessed and remitted to the appropriate tax authorities. Quote Acceptance: PO# PO Date Print Name Authorized Signatory Title Thank you lor your business! Fax Back to: 604.687.4329 CONTRACT FOR PARKING PRODUCTS AND ASSOCIATED INSTALLATION AND MAINTENANCE SERVICES TIllS AGREEMENT made and entered into this dday of O(:r,,'Et"n ,20 Jf. by and between the City of South Miami, a Florida municipal Corporation by and through its City Manager (hereinafter referred to as "City") and 1'2 Systems Canada Inc., (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the City of Miami Beach solicited bids, pursuant to RFP #46-10/11, for Parking Products and Associated Installation and Maintenance Services; and WHEREAS, the City of Miami Beach, after completing a competitive bidding process, awarded a contract to Contractor, and WHEREAS, the City of South Miami desires to utilize the City of Miami Beach Contract and pursuant to authority of the City of South Miami's Charter. NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as follows: J. The City desires to enter into a Contract, under the same terms and conditions as set forth in the solicitation and the agreement between City of Miami Beach and Contractor, pursuant RFP #46-10/11. 2. The City has reviewed the contract and agrees to the terms and conditions and further agrees to the fair and reasonableness of the pricing. Contractor hereby agrees to provide such services under the same price(s), terms and conditions as found in the solicitation documents and the response to the solicitation, pertinent copies of which are attached hereto as Exhibit A and made a part hereof by reference, and the agreement and/or the award between City of Miami Beach and Contractor., pursuant RFl> #46-10/11, a copy of which, including any amendments and addendums thereto, is attached hereto and made a part hereof by reference. 3. All references in the contract between City of Miami Beach and Contractor, shall be assumed to pertain to, and are binding upon Contractor and the City of South Miami. All decisions that are to be made on behalf of the City, as set forth in the City of Miami Beach's RFP #46-10/11 and its agreement with Contractor, shall be made by the City Manager for the City of South Miami. The term of the contract, including all extensions authorized by the contract shall not exceed five years. Notwithstanding anything contained in the RFP #46-10/11 or the City of Miaroi Beach contract to the contrary, this agreement shall be governed by the laws of the State of Florida and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida. 4. PubliC Records: Contractor and al1 ofits subcontractors are required to Thomas F. Pepe-7-16-14 Page 1 of3 comply with the public records law (s.119.0701) while providing goods and/or Services on behalfofthe CITY and the Contractor, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project. s. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 6. Validity of Executed Copies: This agreement may be executed in several counterparts, each of which may be construed as an original. 7. Governing Laws and Venne: This Agreement and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolUtion ofany dispute being a court of competent jurisdiction in Miami-Dade County, Florida. 8. Attorneys' Fees and Costs: In the event of any litigation between the parties arising out of or relating in any way to this Agreement or a breach thereof, each party shall bear its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right to be indemnified for any attorney fees incurred in the defense of an action by a person or entity who is not a party to this Agreement. 9. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives of the parties hereto have caused this instrument to be signed in their respective names by their proper officials and to be attested by their respective Clerks the day and year first above written. T2 Systems Canada Inc: By: <:c'st§i~s &&tiit * ~\:\'K\$ c.~~ I ~'P' .. (;rK... (type name and title of signatory above) ATTEST: CITY OF SOUTH MIAMI By: -,....,...-:-:-::-,....,...--:--:::c=- Maria M. Menendez, CMC City Clerk Thomas F. Pepe-7-16-14 By: _--:-_----:-:------:-__ _ Steven Alexander City Manager Pagelof3 Read and Approved as to Form, Language, Legality and Execution Thereof By:_=-_~-;;:-___ _ Thomas F. Pepe City Attorney Thomas F. Pepe-7-16-14 Page30f3 AGREEMENT FOR PARKING PRqDUCTS AND ASSOCIATED INSTALLATION AND MAINTENANCE SERVICES This Agreement made this l~ day of A...,,<;. ... -n. .2012 ("Effective Date") is by and between Digital Payment Technologies Corp. ("OPT"), a Cana,dian corporation with a place of business at Suite 330-4260 Still Creek Drive, Burnaby, BC V5C 6C6, Canada and the City of Miami Beach, ("City") with a place of business at City Hall, 1700 Convention Center Drive, Miami Beach, Florida, 33139, USA. RECITALS: WHEREAS, OPT is the manufacturer of the LUKE" pay station; and WHEREAS, City is desirous of purchasing up to 750 LUKE pay stations, associated pay station spare parts and enterprise management system services at the prices outlined in Exhibit A; and WHEREAS, City is desirous of obtaining installation and maintenance services through OPT from a local service company; and WHEREAS, OPT is willing to supply the products and services to the City all in accordance with the terms and conditions set forth in this Agreement. Based on the foregoing recitals and in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each of the parties), the parties agree as follows: TABLE OF CONTENTS 1. DEFINITIONS 2. PRICE 3. PROPOSAL DOCUMENTS 4. ORDERS 5. DELIVERY AND ACCEPTANCE 6. SHIPMENT & RISK OF LOSS 7. EMS SERVICES 8. INSTALLATION & MAINTENANCE SERVICES 9. PAYMENT 10. WARRANTY & EXTENDED WARRANTY 11. LICENSE RIGHTS 12.CONFIDENTIAL INFORMATION 13. INTELLECTUAL PROPERTY 14. TRADEMARKS; PROMOTIONAL MATRIALS 15. INDEMNIFICATION 16. INSURANCE 17. TERM AND TERMINATION 18. TERMINATION BY CITY FOR DEFAULT 19. TERMINATION FOR CONVENIENCE 20. TERMINATION FOR CAUSE BY OPT 21. NOTICES PAGE NO. 2" 3 4 4 5 5 6 6 6 7 7 7 7 8 8 8 10 11 11 11 12 22. GENERAL EXHIBITS: A. B. C. D. E. F. G. H. I. PRODUCTS AND SERVICES PRICE LIST METER HARDWARE ACCEPTANCE TEST WARRANTY AND EXTENDED WARRANTY EMS TERMS OF SERVICE END USER LICENSE AGREEMENT CITY OF MIAMI BEACH RFP NO. 46-10111 OPT RESPONSE TO CITY OF MIAMI BEACH RFP NO. 46-10111 PURCHASE ORDER # 019029 SALES QUOTE # 20642 CONTROLLING PARTS: 12 In the event of a conflict amongst the documents comprising this Agreement, the order of priority shall be as follows: First -this Agreement, excluding the exhibits Second -CITY OF MIAMI BEACH RFP NO. 46-10/11 Third -OPT RESPONSE TO CITY OF MIAMI BEACH RFP NO. 46-10/11 Fourth -the remaining exhibits to the Agreement, The EMS Terms of Service at Exhibit 0 prevail with respect to the EMS Terms of Service and the order of precedence above shall have no application to any interpretation of Exhibit D. 1. DEFINITIONS For purposes of this Agreement and all Exhibits attached hereto, the following terms shall have the meaning set forth below: 1.1. "Agreement" means this master sal!!s agreement, as amended from time to time. 1.2. Confidential Information" means all or any part of, whether originals or copies of, any information of Discloser, in whatever form embodied, whether oral, written, electronic, that Discloser has provided to Recipient at any time, before, on or after the date of this Agreement, including, without limitation, all information conceming Discloser's past, current, and planned products, services, hardware, specifications, software, fees, prices, concepts, know-how, technical information, deSigns, methodologies, procedures, research, data, services, financial information, business activities, marketing plans, business strategies, other proprietary information and the like, and all analyses, compilations, data, studies, reports or other documents prepared or derived therefrom, but excluding: (a) information that at the time of disclosure was, or becomes, part of the public domain (through a source other than Recipient or a breach of this Agreement); (b) information lawfully obtained from a third party that was not under, and did not impose, an obligation of confidentiality with respect to such information; (c) information that is independently developed by Recipient without use of, or reference to, Confidential Information; (d) information that was known by Recipient prior to disclosure by 2 Discloser (as evidenced by written records) and (e) information that is subject to disclosure pursuant to Florida public records law and including, without limitation, Chapter 119, Florida Statutes, as same may be amended from time to time. When either party is disclosing Confidential Information to the other, the disclosing party is referred to herein as "Discloser." When either party is receiving Confidential Information, the receiving party is referred to herein as "Recipient." 1.3. "Delivery Date" means the date on which delivery of Product(s) is properly requested in a Purchase Order and accepted by OPT. 1.4. "EMS Services" means the Enterprise Management System services, an intemet based server hosted by OPT that provides additional functionality to pay stations that have connectivity to the Intemet. 1.5. "Intellectual Property Rights" has the meaning set forth in Section 13. 1.6. "Invoice" means a OPT invoice issued to the City in accordance with the terms of this Agreement. 1.7. "Party" means the City or OPT; ·Parties" means the City and OPT. As used in this Agreement, references to "third parties" means persons or entities other than a Party. 1.8. "Products" means the current specific Parking Products identified by OPT's part numbers listed on Exhibit A attached hereto, a general description of which is set forth OPPOSite each such part number, including the licenses required for the operation of the Products. Products shall also include any such products as changed or modified by OPT in a manner that does not substantially alter the form, fit or function of any such product. 1.9. "Proposal Documents" means City of Miami Beach RFP No. 46-10/11 (and any amendments and exhibits thereto), and OPT response to RFP No. 46-10/11. 1.10. "Purchase Order" means a City purchase order issued to OPT in accordance with the terms of this Agreement. 1.11. "Specifications· means information specifying the technical and performance criteria for Products that is published in OPT's standard product guides in effect on the date Products are shipped in response to a Purchase Order. 1.12. "Sub-Contractor" means Standard Parking Corporation, which will provide installation and maintenance services to the City hereunder. 1.13. "Trademarl<s" means OPT's trademarks, logos etc., which are affixed either to the Products or on the packages/containers in which such Products are shipped, or which are included in written materials relating to or mentioning the Products. 2. PRICE 2.1. Exhibit A attached hereto sets forth net sales prices for the Products, EMS Services, extended warranty, installation, and support services and license ·fees. 3 2.2. All prices are subject to a potential annual increase up to a maximum of 2.5% (two and one-half percent), subject further to the prior written approval of the City, which approval shall not be unreasonably withheld. OPT shall provide the City with at least thirty (30) days prior written notice of any proposed pricing changes, and written documentation supporting the proposed increase that may occur from time to time during the term of this Agreement. 2.3. The City shall pay OPT for each Product ordered pursuant to this Agreement an amount equal to the net sales price of such Product, as set forth on the Exhibit uN in effect at the time the order is received by OPT. 2.4. Prices given in Exhibit A are exclusive of, and the City shall be responsible for the payment of, shipping charges (including freight and customs fees), as well as any applicable sales, use, service, value added and similar taxes. 2.5. Any new hardware or software Products released after the signing of this Agreement will be quoted to the City at the new list price and the City will be eligible to purchase such new Products in line with the percentage discounts applied from time to time to the prices outlined in Exhibit A. 3. PROPOSAL DOCUMENTS. Notwithstanding the description of OPT's services and without limitation, OPT shall provide any and all work and services as set forth in, and in accordance to the requirements of, the Proposal Documents (which are attached as Exhibits up and "Go hereto and are hereby deemed incorporated by reference as if fully set forth herein). 4. ORDERS 4.1 All orders for the purchase of Products hereunder shall be submitted to OPT on a Purchase Order and shall specifically reference this Agreement. All orders are subject to acceptance by OPT, which shall not be unreasonably withheld. 4.2 Purchase Orders will include the quantities and types of Products to be purchased by the City with an estimated schedule for delivery. Prior to delivery and subject to OPT's approval, the City may request an adjustment to the quantity, type and Delivery Date ofthe Products listed on the Purchase Order. 4.3 Upon acceptance of a Purchase Order, OPT shall use best efforts to manufacture the Products in accordance with the SpeCifications and to ship such Products in accordance with the delivery requirements and Delivery Dates. 4.4 OPT agrees to provide the City with notice one hundred and eighty (180) days in advance of (i) any changes to the Products listed in Exhibit A that alter the form, fit or function of the Product or (Ii) the discontinuance of any Product. OPT reserves the right in its sole and absolute discretion to modify the form, fit or function of any Product, or to otherwise modify any Product, and to discontinue the manufacture of any Product, except that for Products which have been discontinued, OPT shall remain obligated to fill orders as have been placed by the City that are subject to 4 accepted Purchase Orders. The City reserves the right to terminate this contract with no penalty with sixty (60) day written notice should the Products change in a manner rendering the Products unfit for the City's purpose of use. Notwithstanding any such termination, the City shall remain obligated to purchase all Products subject to Purchase Orders previously issued by the City and accepted by DPT provided that the Products delivered have not been changed as set forth herein. 4.5 The City has requested DPT to manufacture and ship, at a minimum, (i) 100 LUKE II pay stations to the City no later than September 15,2012, and (ii) 100 LUKE II pay stations to the City no later than October 30, 2012, each in accordance with Sales Quote #20642 as attached hereto as Exhibit I, prior to the issuance by the City of a Purchase Order and DPT has agreed to the request. The City will submit a Purchase Order for the 200 pay stations on or before October 15, 2012. Payments terms for the 200 pay stations shall be in accordance with Section 9 below. 5. DELIVERY AND ACCEPTANCE 5.1 DPT shall use best efforts to deliver Products to the City on the Delivery Dates set forth in Purchase Orders accepted by DPT. Unless OPT otherwise agrees, all Delivery Dates shall be up to eight (8) weeks for non-custom orders and up to sixteen (16) weeks for custom orders. DPT agrees to pay the City $500 per unit per day for late deliveries beyond the Delivery Date. 5.2 The City shall inspect and test all Products upon receipt in accordance with the testing and acceptance criteria as set out in Exhibit B and shall notify OPT upon acceptance. The City will be deemed to have affected final acceptance of the Products on the ninetieth (90th) day after the date of installation, unless written notice is received by DPT on or before such day setting out a reasonable explanation for the non-conformity of the Products. In the event of non-conformity, DPT shall make best efforts to correct the deficiency or replace the non- conforming parts or Products within fifteen (15) days of notification by the City. The City must re-test the Products within fifteen (15) days from the date of the correction or replacement and must notify DPT confirming either acceptance or further non-conformity. In the absence of such notice, the City will be deemed to have affected final acceptance of the re-tested Products at the end of the fifteenth (15th) day re-testing period. The City shall pay all invoices in accordance with Section 9. All Products will be subject to the testing and acceptance criteria at Exhibit B regardless of the payment terms. The City may reject any non- confirming parts or Products within the timeframe stipulated herein, notwithstanding any prior payment. 6. SHIPMENT AND RISK OF LOSS 6.1 All Products delivered pursuant to the terms of this Agreement shall be F.O.B. City of Miami Beach, freight prepaid and added to the invoice, to the City's address or other place of delivery as designated from time to time by the City. All customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be at the City's expense. s 6.2 Title to the Products will remain with OPT until such Products have been paid for in full. However, such Products will be entirely at the City's risk from the date of delivery. The City will ensure that the Products are insured against "all risks" from delivery date, and continuously thereafter until all amounts due to OPT are paid in full. Such insurance will be for no less than the total amount owing to OPT with loss first payable to OPT. 7. EMS SERVICES The Enterprise Management System (EMS) is an intemet based service hosted by DPT. EMS provides additional functionality to pay stations which have connectivity to the internet. These applications are paid for on a monthly basis and include features such as real time credit card processing, monitoring and alarming, reporting and remote rate setting. DPT shall use a wireless carrier communications network for wireless data services that is pervasive and robust as it relates to levels of performance, applications, equipment, software, components, and is based upon ratified standards, further taking in consideration performance, capacity, signal coverage, reliability, features, maintenance, and efficiency of frequency use. DPTs solution shall not include any technology or equipment which is in beta stage.The terms and conditions for EMS services are attached hereto as Exhibit D and prevail with respect to the EMS terms. 8. INSTALLATION AND MAINTENANCE SERVICES 8.1 The Sub-Contractor, Standard Parking Corporation, is a Florida based parking operator, installation and maintenance services company for the parking industry. OPT will engage the Sub-Contractor to provide the installation and maintenance services outlined at Exhibit A throughout the term of this Agreement. 9. PAYMENT 9.1 Upon shipment of the Products, OPT shall submit an Invoice to the City. All Invoices shall include a reference to the corresponding Purchase Order. The City agrees to pay the amount of Invoices submitted by DPT within one hundred and thirty five (135) days from date of the Invoice. 9.2 The City agrees to pay for the 113 pay stations listed in Purchase Order # 019029 as attached hereto as Exhibit H within 15 days from the date of delivery. 9.3 If payment is not received by the due date, a finance charge of 1.5 % per month (18% per year), or the maximum amount allowable by law whichever is lower, will be added to unpaid Invoices from the due date thereof. The City agrees to pay such finance charges and agrees to reimburse OPT reasonable attorney's fees and other out of pocket expenses of collection if DPT engages counsel and/or incurs expenses to collect overdue amounts. 9.4 The City may receive a discount of 2% (two percent) off the invoiced equipment value for prepayment of the full value of the order at the time the order is placed. 6 9.5 Failure to pay invoices within the stipulated payment tenns may resuH in adjustment to the discount levels contained in this Agreement. 10. WARRANTY AND EXTENDED WARRANTY 10.1 OPT's standard warranty terms apply to all Products purchased under this Agreement for a period of two (2) years from the date of installation, as set forth in the express written warranty terms (as may be amended from time to time) accompanying the delivery of the Products. A copy ofthe standard warranty terms is attached hereto and made a part hereof as Exhibit C. OPT will also provide any new software releases for a period of two (2) years at no cost to the City. The City, at sole and absolute discretion, may extend the warranty period for an additional three (3) years, under the terms and condition contained herein, by giving notice to OPT within ninety (90) days before the end of the existing warranty period. 11. LICENSE RIGHTS 11.1 OPT's standard license agreements apply to all Products purchased under this Agreement, as set forth in the express written end-user license terms (as may be reasonably amended from time to time) accompanying the delivery of the Products. A copy of the standard end-user license terms is attached hereto and made a part hereof as Exhibit E. 12. CONFIDENTIAL INFORMATION OPT acknowledges that all Confidential Infonnation it discloses pursuant to this Agreement may be subject to disclosure pursuant to Florida Public Records Law including, without limitation, Chapter 119, Florida Statutes, as same may be amended from time to time. Notwithstanding, the forgoing, each party agrees to protect and safeguard Confidential Infonnation of the other party from loss, theft or destruction using the same degree of care as it uses to protect its own confidential information of a like nature, but in no event less than a reasonable standard of care. 13. INTELLECTUAL PROPERTY 13.1 Subject to Section 13.4, OPT agrees to defend and indemnify City for all direct losses, costs and damages resulting from a detennination that the Products as supplied to City infringe any Canadian or United States patent rights, copyrights or trademarks provided that: City promptly notifies OPT in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; and reasonably cooperates with OPT. In no event shall City consent to any judgment or decree or do any other act in settlement of any such claim without OPT's express prior written consent. In no event will OPT be liable for the payment of any amount agreed to in settlement without its express consent. 13.2 In the event that the City is enjoined from its use of the Products due to a proceeding based upon the infringement of patent, copyright or trademark in the United States or Canada, OPT shall, at its option, either: 7 (a) promptly render the Product non-infringing and capable of providing services as intended; or (b) procure for City and its customers the right to continue using the Product; or (c) replace the Product with non-infringing goods; or (d) remove the Product and refund the purchase price and transportation costs thereof, less a reasonable amount for depreciation. 13.3 DPT shall have no liability in respect of any claim based upon: (a) use, operation or combination of the Product with software, hardware, data, or equipment not supplied by DPT if such infringement would have been avoided but for such use, operation or combination; or (b) use of the Products other than in accordance with DPTs specifications if such infringement would have been avoided but for use of the Products not in accordance with DPT specifications; or (c) Products that have been modified by any party other than DPT if such infringement would have been avoided but for such modification. 13.4 ENTIRE LIABILITY. THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF DPT WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS AND OTHER INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS BY PRODUCTS, SERVICES AND RELATED MATERIALS PURCHASED OR LICENSED PURSUANT TO THIS AGREEMENT. 14. TRADEMARKS; PROMOTIONAL MATERIALS 14.1 DPT hereby grants the City a non-transferable, non-sublicensable, non-exclusive license to use the Trademarks, without modification unless approved by DPT solely in connection with the City's marketing and use of the Products in the City facilities. 15. INDEMNIFICATION 15.1 DPT agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, and agents, from and against any and all actions, claims, liabilities, losses and expenses, including but not limited to attorney's fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which arise from the negligent acts or omissions or other wrongful conduct of DPT, its employees, or agents in connection with the performance of service pursuant to this Agreement; DPT 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 expended by the City in the defense of such claims and losses, including appeals. 15.2 EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL DPT BE LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ANY TRADE 8 ! PRACTICE, UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT) OR ON ANY OTHER BASIS, FOR INDIRECT, PUNITIVE, MULTIPLE, INCIDENTIAL, CONSEQUENTIAL OR SPECIAL DAMAGES SUSTAINED BY THE CITY OR ANY OTHER PERSON ARISING OUT OF OR IN CONNECTION WITH ANY ASPECT OF THIS AGREEMENT OR ITS PERFORMANCE OR ANY FAILURE IN PERFORMANCE OR BREACH, OR THE USE OR PERFORMANCE, OR CONSEQUENCES OF USE OR PERFORMANCE, OF ANY PRODUCTS MANUFACTURED OR FURNISHED BY OPT WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT OPT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, FAILURE OR INTERRUPTION IN THE OPERATION OF ANY EQUIPMENT OR SOFTWARE, DELAY IN REPAIR OR REPLACEMENT, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF GOODWILL, OR LOSS OF BUSINESS UNLESS EXPLICITLY PROVIDED FOR HEREIN. IF, DESPITE THE FOREGOING LIMITATIONS, OPT IS HELD LIABLE TO CITY UNDER ANY PROVISION OF THIS AGREEMENT, THE ENTIRE AND SOLE LIABILITY OF OPT SHALL BE LIMITED TO 100% OF THE TOTAL AMOUNT OF THIS AGREEMENT MINUS ANY FEES PAID BY THE CITY FOR THE PARTICULAR SERVICES TO WHICH THE LIABILITY RELATES. 15.3 Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party"). Such notice shall specify the nature of the claim and, when known, the facts constituting the basis therefor, as well as any amount or an estimate of the amount of the liability claimed by any such party for such claim. Failure to promptly notify shall not relieve a Party from its indemnity obligations hereunder except to the extent of prejudice caused by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in this Section 15.4. 15.4 In connection with any claim giving rise to indemnity under Section 15 of this Agreement, the Indemnifying Party at its sale cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such Claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party 9 does not assume the defense of any such claim or litigation resulting therefrom within thirty (30) days after the date notice of such claim is given, the Indemnified Party may defend against such claim or litigation, without prejudice to pursue its rights of indemnification. In such event, the Indemnified Party may defend in a manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, but only after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Parties shall cooperate with each other in the defense of any such third party claim pursuant to this Section 15. 16. INSURANCE OPT, at its own expense, shall keep in force and at all times maintain during the term of this Agreement: (a) Commercial General Liability Insurance: Commercial General Liability Insurance, issued by responsible insurance companies and in a form acceptable to the City's Risk Manager, protecting and insuring against all the foregoing with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence for Bodily Injury and Property Damage. (b) Workers' Compensation Coverage: Worker's Compensation and Employer's Liability per the statutory limits of the province of British Columbia. (c) Insurance Certificates: OPT shall provide the City with Certificate(s) of Insurance on all the policies of insurance and renewals thereof, in a form(s) acceptable to the City's Risk Manager. Said Commercial General Liability policy shall provide that the City of Miami Beach, Florida, shall be named as an additional insured. The City shall be notified in writing of any reduction, cancellation or substantial change of policy or policies at least thirty (30) calendar days prior to the effective date of said action. All insurance policies shall be issued by responsible companies who are acceptable to the City and licensed and will have a Best's rating of at least B+ and a Best's Financial Size category of Class VI according to the most current edition of Best's Key Rating Guide. 17. TERM & TERMINATION 17.1 The term of this Agreement shall be for the period beginning on the Effective Date and shall continue for a two (2) year period and may be extended for a further 10 period by the parties in writing subject to the sole discretion and approval of the City. 18. TERMINATION BY CITY FOR DEFAULT 18.1. If through any cause within the reasonable control of OPT, it shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to the Agreement, the City shall thereupon have the right to terminate the services then remaining to be performed by giving written notice to OPT of such termination which shall become effective upon receipt by OPT of the written termination notice. 18.2. In that event, the City shall compensate OPT in accordance with the Agreement for all services performed by OPT prior to termination, net of any costs incurred by the City as a consequence of the default. 18.3.Notwithstanding the above, OPT shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by OPT, and the City may reasonably withhold payments to OPT for the purposes of off set until such time as the exact amount of damages due the City from OPT is determined. 19. TERMINATION FOR CONVENIENCE OF CITY The City may, for its convenience, terminate the services then remaining to be performed at any time without cause by giving written notice to OPT of such termination, which shall become effective thirty (30) days following receipt by OPT of such notice. If the Agreement is terminated by the City as provided in this section, the City shall compensate OPT in accordance with the Agreement for all Products delivered and services actually performed by OPT up to the date of termination. No compensation shall be due to OPT for any profits that OPT expected to earn on the balance of the Agreement. Such payments shall be the total extent of the City's liability to OPT upon a termination as provided for in this section. 20. TERMINATION FOR CAUSE BY DPT 20.1. OPT may terminate its performance under this Agreement only if the City defaults and fails to cure the defauH after receiving written notice of it. Oefault by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and OPT wishes to terminate the Agreement, then OPT must deliver a written notice to the City describing the defauH and the proposed termination date. The date must be at least 30 days after the City receives notice. OPT, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then OPT may terminate its performance under this Agreement on the termination date. 21. NOTICES 11 All notices and requests required or authorized hereunder shall be given in writing either by personal delivery; by registered or certified mail, retum receipt requested; or other electronic transmission. Such notice shall be deemed to have been given upon such date that it is so personally delivered; the date three (3) days after it is deposited in the mail; or the date the same is received by the receiving party's email, irrespective of the date appearing therein. If to OPT: Digital Payment Technologies Corp. Suite 330, 4260 Still Creek Drive Burnaby, BC Canada V5C6C6 Attention: General Counsel Tel: 604-688-1959 22. GENERAL 22.1 Force Majeure If to the City: City of Miami Beach City Hall Attention: City Manager 1700 Convention Center Drive Miami Beach, Florida With Copies to: City of Miami Beach Parking Department Attention: Saul Frances, Parking Director 1755 Meridian Avenue, Suite 200 Miami Beach, Florida 33139 City of Miami Beach City Attorney's OffIce City Hall Attention: Jose Smith, City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 Except with respect to the payment of money, neither party shall be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, labor shortages or disputes, and govemmental actions, which are beyond its reasonable control; provided that the delayed party: (i) gives the other party written notice of such cause and (Ii) uses Its reasonable efforts to correct such failure or delay in its performance. The delayed party's time for performance or cure under Section 18 shall be extended for a period equal to the duration of the cause. 22.2 Relationship of Parties 12 The parties to this Agreement are independent contractors. Neither party nor their respective employees, consultants, contractors or agents are agents, employees or joint ventures of the other, nor do they have any authority to bind the other by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise. 22.3 Assignment Neither DPT, on one hand, nor the City, on the other hand, may assign this Agreement in whole or in part without the consent of the other, except if such aSSignment occurs in connection with the sale or transfer of all or substantially all of the business and assets of DPT, on the one hand, or the City, on the other, to which the subject matter of this Agreement pertains. 22.4 Successors in Interest Subject to Section 18, the rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, executors and administrators, as the case may be. 22.5 Applicable Law This Agreement shall be govemed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Miami-Dade County, Florida. By entering into this agreement, DPT and City hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this agreement. 22.6 Severability If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that prOVision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 22.7 No Waiver Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. 22.8 Complete Agreement 13 This Agreement, including all Exhibits, and the Proposal Documents , constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties. 22.9 Third Party Beneficiaries No third party beneficiary rights are conferred or are intended to be conferred by this Agreement. 22.10 Survival DPT and CHy shall remain obligated to each other under all sections of this Agreement that expressly or by their nature extend beyond the expiration or termination of this Agreement, including but not limited to, the indemnity provisions. EXECUTION PAGE FOLLOWS· 14 IN WITNESS WHEREOF, the City of Miami Beach, at a regular meeting thereof, by action of the City of Miami Beach Mayor and Commission directing the foregoing be adopted, has caused these presents to be signed by the Mayor and City Clerk, and its seal to be hereunto affixed, and Digital Payment Technologies Corp. has executed this contract, all as of the day and year first above written. and Legal Sufficiency. By:, _________ _ Attest: Corporate Secretary (Affirm Corporate Seal) CITY OF MIAMI BEACH Date: gilD' 12 DIGITAL PAYMENT TECHNOLOGIES CORP. Date: 4IJa().st 1, d-OI;)- Name: ;k/rl'/ !i</1fSS"/,N.::f'/ Title: Chief Executive Officer Approved by the Miami Beach Mayor and City Commission on April 11,2012, Item No. R7C. ....1'!.x0,ffD M, TO fORfIA & LANGUAGE. & FOR EXECUTION IS EXHIBIT A PRODUCTS AND SERVICES PRICE LIST Exhibit A PRODUCTS AND SERVICES PRICE UST LUKE II Unit Pricing Part Number Description Price 800.1106 LUKE" Base Config CRS 3563.99 100.0001 Custom Cast Color-L Included in base 880.4006 2in Thermal Printer 484.14 880.4003 12 Button keypad Included In base 880.4004 Coin -Escrow (for up to 750 pay stations) 714.31 880.4004 Coin -Escrow (for pay stations beyond first 750) 854.31 880.4000 US Bill, lK-Note-L2 833.36 880.4001 Dual Card ReaderL2 178.58 880.4040 Coin Shutter -L2 49.60 400.0303 Rain Cover L2 Included in base 880.1031 Decal Parking P Graphic Included in base 880.4047 Solar Panel, Ant L2 773.83 880.4024 GSM, Raven XT -S/L/L2 236.12 880.4028 GSM/CDMA Installation Kit 117.07 663.0050 Thermal Paper, T8, 60mm Included in base 100.1110 Multilingual Software 0.00 Optional Unit Upgrades Part Number Description Price 880.4035 Upgrade Electronic Locks, upper 69.00 880.4037 Upgrade Electronic Locks, lower 69.00 TBD Upgrade to Electronic coin canister barrel locks 124.00 TBD Upgrade to Electronic bill stacker barrel locks 124.00 100.1081 Optional Custom Color Setup-L (per color, per part) 175.00 880.4025 WiFi Modem (substitute for GSM modem) 178.58 880.4029 WiFi Installation Kit (substitute for GSM installation kit) 99.21 880.4019 38-Button Keypad 115.00 880.4017 Contactless Payment 178.58 Initial Unit Setup Costs Part Number Description Price 100.1108 Credit Card Processing Setup Fee Included 880.0086 OPT BOSS Suite Included 880.1028 USB Data Key Included 450.0018 Key Green Ext Access Included· 450.0019 Key Yellow Ext Access Included· 450.0020 Key Red Ext Access Included· 450.0006 Key Access Canister Included" 450.0033 Key Access Bill Stacke r Included· ·if mechanical locks selected Spares Pricing Part Number Description Price 110.0017 Controller -spare 1462.50 500.0131 Coin Acceptor (wlout escrow) 294.75 115.0108 Coin Canister Box Assembly -125 included 111.88 450.0006 Key Ca nister lid 4.50 521.0026 US Bill Validator 990.00 115.0132 lK-note stacker wI lock -125 included 123.12 450.0033 Key Bill Stacker Access 11.25 500.0115 Credit Card Reader -L2 249.75 500.0120 RFID Antenna and Controller 202.50 115.0087 LCD Display Color 351.00 165.0020 Lexan, Display 42.75 630.0032 Key Pad 38 button 157.50 500.0065 Communications Antenna 49.50 140.0145 Cable Antenna Communication 33.75 500.0111 GSM Modem Raven Xl 265.50 500.0121 WiFi Modem Ruckus 112.50 500.0116 Printer 2in 639.00 880.1202 Anti-Static Brush Kits 22.50 511.0003 Solar Regulator 164.25 605.0003 33hr Battery-L2/l/S 78.75 605.0004 18hr Battery-L2 65.00 515.0010 Solar Element 20W 276.75 105.0016 Pedestal Assembly 411.97 520.0028 Lock Programmable (mechanical) 76.50 450.0018 Key Green Ext Access 11.25 450.0019 Key Yellow Ext Access . 11.25 TBD Coin Canister Electronic Lock 124.00 TBD Bill Stacker Electronic Lock 124.00 880.4035 Maintenance I Collection Door Lock Elec Medeco -L2 69.00 880.4037 Collections Lock Elec Medeco -L2 69.00 663.0050 Thermal Paper, T8, 60mm 26.00 EMS Services EMS Core (Real Time CC Processing, Alerts, Reports) $ 25.00 Digital Connect (2000 transactions/month/unit) $ 20.00 Extra transactions charged at $O.02/transaction Value Card Processing $ 5.00 OPT/customer branded mag-stripe card authorization Coupons $ 5.00 Extend-By-Phone $ 5.00 + $0.25 per add-time transaction (payable by parker) Verrus Pay by Phone Integration $ 5.00 Parkmobile Pay by Phone Integration $ 5.00 Digital API (Read)' $ 5.00 Digital API (Write)' $ 5.00 *Digltal API Read and Write are required for integrations with third party systems. Digital API (Read) pulls information from the EMS system which customers can then inject into their own systems and Digital API (Write) pushes information into the EMS system. For example, to use Verrus Pay by Phone Integration and enforce via stall report, a customer would select the following EMS Services: • EMS Core • Verrus Integration For the same application, but with the ability enforce via T2 handheld, a customer would select the above mentioned services as well as Digital API (Read), which would allow stall data to be pulled from EMS into the handheld device. To use Parkmobile in place ofVerrus, Parkmobile Integration would be selected. Extended Warranty Pricing Annual Extended Full Hardware and Software Warranty (per pay station) -Year 1 Annual Extended Full Hardware and Software Warranty (per pay station) -Year 2 Annual Extended Full Hardware and Software Warranty (per pay station) -Years 3-5 Annual Extended Full Hardware and Software Warranty (per pay station) -Years 6-7 ··The City may elect to pre-pay the additional 5 years of hardware/software warranty for $1,500,000.00, a savings of $168,750.00 over individual yearly purchase. Details of OPT's Warranty and Extended Warranty coverage may be found in Exhibit C. A summary of this warranty coverage is as follows: included included $ 425.00·· $ 475.00·· • The City will contact OPT by telephone for all supported related services. OPT's telephone support will be available 24 hours / 7 days a week with response timelines as outlined in ExhibitC. • Warranty includes advanced hardware replacement provided for parts not functioning properly. • Warranty includes software updates at no charge. • As per the RFP requirements, the City will be responsible for all on-site Levell related service. Levell related services are documented in OPT's troubleshooting and maintenances manual and include: • Responding to Jams (Coin, Bill, Printer) • Coin and Bill Collections • Replenishment (Paper) • Uploading configurations • Preventative maintenance as outlined in OPT's Maintenance Manual schedules. • Hardware troubleshooting (trying known good parts) • Break Fix (part swaps) Onsite Maintenance Pricing Annual Onsite Maintenance (per pay station per month) -Year 1 Annual Onsite Maintenance (per pay station per month) -Year 2 Annual Onsite Maintenance (per pay station per month) -Years 3-5 Annual Onslte Maintenance (per pay station per month) -Years 6-7 included included $ 32.00'" $ 32.00'" "'Prlce is subject to negotiation based on the number of LUKE II units purchased and the time of their installation. Standard Parking will provide on-site support for Level 2 services, when required. Level 2 services are defined as on-site services the City requires after being unable to correct issues using the Levell troubleshooting procedures outlined in the product manuals. Level 2 labor services would include: • Upgrading Pay Station hardware to address problem's not solved by Levell troubleshooting activities • Pay Station hardware/software upgrades for new features • Pay Station upgrades for bug fixes • Telecommunication troubleshooting • Enabling and gathering logging files for support • Upgrades for new currency (such as US Mint releaSing new bills or coins) During the first two years of maintenance coverage and as long as the City is under contract for maintenance services at the fees outlined after year 2, the Level 2 Maintenance package provided by Standard Parking will include: • 5 complete sets of recommended spare components per 250 pay stations ordered. These spare parts will be located at the .City's offices. Spare parts include V3 controller, coin acceptor, bill validator, GSM modem, antennae, LCD screen, printer, 38 key alpha-numeric keypad, solar regulator, and 33 Ahr and 18 Ahr batteries. • 1 complete LUKE II pay station per 250 pay stations ordered. These pay stations will be stored at the City's offices. For reported problems requiring on-site service reported during regular business hours, the City will contact OPT. OPT will then contact Standard Parking to provide on-site support within 24 hours after being contacted by OPT. For reported problems requiring on-site service reported on evenings, weekends, and holidays, on-site service will be provided on the next business day. Installation Install and commissioning (civil work, if required, is extra) $265 per pay station Price includes pick up from warehouse, bolting it down to a concrete pad (concrete pad not included), and turning it on. Unit is to be configured by the city and parking staff. Pricing also assumes the City will assist Standard Parking and OPT in determining the approximate site for any pay station that is not immediately obvious or establish the parameters in which the pay station is to be installed under. City will facilitate permitting or parking spare restrictions so that work can be completed in an expeditious manner. Training 80 hours of training Included Additional One Day onsite manufacture training Each Additional Day onsite manufacture training $2,500 $750 Initial training will take place at a deSignated City facility to provide City employees with expertise in the maintenance and repair of their product, Including, but not limited to installation, maintenance, troubleshooting repairs, operations-programming, inventory, and collections. RESOLUTION NO •. 2012-27891 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER PERTAINING TO THE RANKING OF FIRMS PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 46-10/11 FOR THE PURCHASE AND INSTAI...LATION OF NEW MULTI-SPACE PAY STATIONS FOR THE CITY'S ON- STREET AND OFF-STREET PARKING LOCATIONS; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TOP-RANKED FIRM, DIGITAL PAYMENT TECHNOLOGIES CORPORATION, AND SHOULD THE ADMINSTRATION NOT BE ABLE TO NEGOTIATE AN AGREEMENT WITH THE TOP-RANKED FIRM, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH THE SECOND-RANKED FIRM, GLOBAL PARKING SOLUTIONS USA, LLC; AND FURTHER APPROPRIATING FUTURE FUNDS THROUGH THE CAPITAL BUDGETING PROCESS; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON THE COMPLETION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. WHEREAS. the City's Parking Department currently has 500 multi-space pay stations, in "pay and display" mode deployed throughout the City in on-street and off-street locations; and WHEREAS. these units were first installed in 2004 and are near the end of product life and replacement parts are increasingly difficult to attain; and WHEREAS. there are a number of manufacturers in the industry which provide multi-space pay stations with enhancedfunctionalities, including pay and display; pay by space; pay by cell; pay by license plate; and back of office functionalities; and WHEREAS. the Mayor and City Commission at September 14, 2011, meeting, authorized the Administration to issue an RFP for the purchase and installation of new multi-space pay stations for the City's On-Street and Off-Street Parking Locations; and WHEREAS. on September 23, 2011, RFP No. 46-10/11 was issued, and notices were sent to over 35 firms, which resulted in the receipt of proposals from Digital Payment Technologies Corporation; Global Parking Solutions USA, LLC; The Metric Group, Inc. dlbla Metric Parking; MacKay Meters, Inc.; Parkeon, Inc.; and Ventek International; and WHEREAS. on November 16, 2011, the City Manager via Letter to Commission No. 293-2011 appointed an Evaluation Committee (the 'Committee"), conSisting of the following individuals: Marcel Couso, Parking Operations Manager, Parking Department; Jeff Lehman, General Manager, The Betsy Hotel and VCA Member; Elizabeth Pines, Resident and Leadership Academy Graduate; Larry Herrup, Resident and Budget Advisory Committee Member; Maria Mayer, Transportation and Parking Committee Member; Alternates Robert Newman, Transportation and Parking Committee Member; Jorge Ponce, Leadership Academy Graduate; and WHEREAS, the Committee convened on February 6,2012, and was provided with an overview of the project, information relative to the City's Cone of Silence Ordinance, revisions to the Govemment in the Sunshine Law, listened to presentations, was provided product demonstrations and participated in question and answer sessions with each of the six (6) proposers, and discussed and evaluated the proposals based on the evaluation criteria as outlined in the RFP; and WHEREAS, the Committee unanimously ranked Digital Payment Technologies Corporation as the top-ranked firm, .and further agreed to the ranking of Metric Parking as the second-ranked firm, and Global Parking Solutions USA, LLC as the third-ranked firm; and WHEREAS, the Committee passed a motion to enter into negotiations with Digital and Metric Parking as the primary firms, and Global Parking Solutions as the secondary firm; and WHEREAS, upon reviewing the Committee's recommendation and analyzing the overall cost to the City, Digital's proposal is deemed the overall best value to the City, and Global Parking Solutions' proposal is the overall second best value to the City, therefore the City Manager exercised his due diligence, and is recommending to the Mayor and City Commission the decision he deems to be in the best interest of the City, and that the Commission authorize the Administration to enter into negotiations with Global Parking Solutions as the second-ranked firm, if the Administration is not able to negotiate an agreement with the top-ranked firm of Digital Payment Technologies. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the City Manager pertaining to the ranking of proposals pursuant to Request for Proposals (RFP) No. 46-10/11 for the Purchase and Installation of New Multi-Space Pay Stations for the City's On-Street and Off-Street Parking Locations; authorize the Administration to enter into negotiations with the top-ranked firm, Digital Payment Technologies Corporation; and should the Administration not be able to negotiate with the top-ranked firm, authorize the Administration to negotiate with the second-ranked firm, Global Parking Solutions USA, LLC.; and further appropriate future funds through the Capital Budgeting process; and further authorize the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. PASSED and ADOPTED this Lf.I~ day Of--l-4~D<LrLI·I-/ _____ ' 2012 CITY CLERK Robert Parcher T:IAGENDA1201214-11-12IMulti-Space Pay Station Reso.doc APPROVED AS TO FORM & LANGUAGE 'FOR EXECUTION COMMISSION ITEM SUMMARY Condensed Title' A Resolution Accepting The City Manager's Recommendation Pertaining To The Ranking of Finns For· The Purchase And Delivery Of New Multi-Space Pay Stations, Authorizing The Administration To Enter Into Negotiations, Appropriate Future Funds, And Authorizing The Mayor And City Clerk To Execute An ~eement. . Key Intended Outcome Supported: Ir'mrove ParkingAvailabilitv; Imorove process throlJllh information technolollv Supporting Data (Surveys, Environmental Scan, etc: 77% of residents rated availability of Parking across Miami Beach as too little or much too little. Issue: I Shall the Mayor and City Commission approve the issuance of the RFP? Item Summary/Recommendation: The City's Parking Department currently has 500 multi-space pay stations, in "pay and display" mode deployed throughout the City in on-street and off-street locations. Parkeon is the manufacturer of the current equipment (DG Classic and Strada models). These units were installed in 2004 and the DG Classic is at the end of its product line and replacement parts are increasing difficult to attain. In fact, Parkeon no longer manufactures replacement parts or supports the DG Classic model. This places a significant strain in maintaining these units operational as replacement parts are only available through after market sources. The Mayor and City Commission at its September 14, 2011 meeting, authorized the Administration to issue an RFP for the purchase and delivery of new multi-space pay stations for the City's on-street and off-street location. The City was seeking proposals for up to 750 new multi-space pay stations. RFP No. 46-10/11 was issued and sent to over 35 finns. Proposals were received from Digital Payment Technologies Corporation; Global Parking Solutions USA, LLC; The Metric Group, Inc. d/b/a Metric Parking; Mackay Meters, Inc.; Parkeon, Inc; and Ventek International. An Evaluation Committee appointed by the City Manager reviewed, listened to presentations, was provided product demonstrations, and participated in question and answer sessions with each of the six proposers, scored and ranked the proposals. Based on the published evaluation criteria, the Committee Members unanimously ranked Digital and Metric as the primary firms and Global as the secondary firm. After reviewing the Committee's recommendation and analyzing the overall cost to the. City, the City Manager exercised his due diligence, and is recommending to the Mayor and City Commission that the Administration enter into negotiations with the proposers the City Manager deems to be in the best interest of the City, Digital's proposal is overall best value to the City, and GPS's (which was the third ranked firm by the committee) proposals is the overall second best value. IT IS RECOMMENDED THAT THE MAYOR AND COMMISSION ADOPT THE RESOLUTION AdviSOry Board Recommendation: .1 N/A Financial Information' Source of Amount Funds: 1 $420,486.14 OBPI 2 -;j~ $449,962.00 Total $870,448.14 - Financiallm--,,-act Summary: N/A MIAMIBEACH Account Machinery & EqUipment, Parking Bonds Account No. 486-2152-000674 Capital Contracts, Parking Operations Fund No. 480- 2611 -069357 AGENDA ITEM ~R......,7.::C,-:-::-_ DATE y -11-12- City of Miami Beach, 1700 COTlVenlian Cenler Drive, Miami Beac.h, Florida 33139, www.mitlfllibe(JchH.go'l TO: FROM: DATE: SUBJECT: COMMISSION MEMORANDUM Mayor Matti Herrera Bower and Members of the City Commission Jorge M. Gonzalez, City Manager '\ ~ Apri111,2012. \J A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER PERTAINING TO THE RANKING OF FIRMS PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 46-10/11 FOR THE PURCHASE AND INSTALLATION OF NEW MULTI-SPACE PAY STATIONS FOR THE CITY'S ON-STREET AND OFF-STREET PARKING LOCATIONS; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TOP-RANKED FIRM, DIGITAL PAYMENT TECHNOLOGIES CORPORATION, AND SHOULD THE ADMINSTRATION NOT BE ABLE TO NEGOTIATE AN AGREEMENT WITH THE TOP-RANKED FIRM, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH THE SECOND-RANKED FIRM, GLOBAL PARKING SOLUTIONS USA, LLC; AND FURTHER APPROPRIATING FUTURE FUNDS THROUGH THE CAPITAL BUDGETING PROCESS; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON THE COMPLETION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. FUNDING $420,486.14 $449.962.00 $870,448.14 Machinery & Equipment, Parking Bonds Account No. 486-2152-000674 Capital Contracts, Parking Operations Fund No. 480-2611-069357 ADMINISTRATION RECOMMENDATION Adopt the Resolution KEY INTENDED OUTCOME Improve Parking Availability; Improve process through information technology. BACKGROUND AND ANALYSIS The City's Parking Department currently has 500 multi-space pay stations, in "pay and display" mode deployed throughout the City in on-street and off-street locations. Parkeon is the manufacturer of the current equipment (DG Classic and Strada models). These units were first installed in 2004 and have served us well; however, the DG Classic is at the end of its product life, and replacement parts are increasingly difficult to attain. In fact, Parkeon no longer manufactures replacement parts or supports the DG Classic model. This places a significant strain in maintaining these units operational as replacement parts are only available through after market sources. Additionally, while Parkeon has provided software and communication upgrades for their Strada model, multi-space pay station technology has significantly advanced since 2004. There are a number of manufacturer's in April 11, 2012 City Commission Memorandum Mum-Space Pay Station RFP NO. 46-10/11 Page 20f6 the industry, including Parkeon, which provide multi-space pay stations with enhanced functionalities, including pay and display; pay by space; pay by cell; pay by license plate; and back of office functionalities. The Mayor and City Commission at its September 14, 2011, meeting, authorized the Administration to issue an RFP for the purchase and installation of new multi-space pay stations for the City's On- Street and Off-Street Parking Locations. The City intends to provide the residents, tourists, and patrons 01 the City with the latest state-ol-the art technology in multi-space pay stations. We are looking for innovative parking pay stations that are fully functional in a tropical climate with high humidity; in close proximity to the ocean and its elements; and durable in storm conditions. including hurricanes, The multi space pay stations must also be compatible with pay-by-phone technology. Specifications lor the integration of pay-by-phone. should it be required. must be available either through the finn or under separate agreement with a third party vendor. This shall be selected at the City's sole and absolute discretion. The City reserves the right to award and contract with up to two (2) vendors and may purchase any number of units. including either all; none. or combination from either vendor. The City reserves the right to increase or decrease the number of units purchased from either one or both vendors. It is the Administration's intent to replace all of the units in phases over a period of five (5) to seven (7) years. RFP PROCESS RFP No. 46-10/11 was issued on September 23.2011. and the Procurement Division e-mailed.as well as uploaded the RFP to BidNet. sending notifications to over 35 finms. A non-mandatory pre- proposal meeting to provide information and respond to questions from prospective proposers was held on September 30. 2011. On the due date of October 30.2011. six (6) proposals were received Irom the following linns: • Digital Payment Technologies Corporation • Global Parking Solutions USA. LLC • The Metric Group. Inc. d/b/a Metric Parking • MacKay Meters. Inc. • Parkeon. Inc. • Ventek Intemational On November 16. 2011. the City Manager via Letter to Commission No. 293-2011 appointed an Evaluation Committee (the "Committee"). consisting of the following individuals: Marcel Couso Jeff Lehman Elizabeth Pines Larry Herrup Maria Mayer Parking Operations Manager. Parking Department General Manager, The Betsy Hotel and VCA Member Resident and Leadership Academy Graduate Resident and Budget AdviSOry Committee Member Transportation and Parking Committee Member April 11. 2012 City Commission Memorandum Multi-Space Pay Station RFP NO. 46-101/1 Page 30f6 Alternates Robert Newman Jorge Ponce Transportation and Parking Committee Member Leadership Academy Graduate The Committee convened on February 6,2012, and was provided with an overview of the project, information relative to the City's Cone of Silence Ordinance, and revisions to the Government in the Sunshine Law. Larry Herrup was selected as the Committee Chairperson. The Committee listened to presentations, was provided product demonstrations and participated in question and answer sessions with each of the six (6) proposers. The Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFP, for a total of 100 points, which was as follows: • • • • • Experience and Past Performance Quality and Capabilities of the Proposed Solution Technical Support Cost Effectiveness of Proposal Financial Stability Total 20 pts 30 pts 10 pts 30 pts 10 pts 100 pts The Committee discussed each of the proposals and the corresponding presentations, and proceeded to score and rank them as follows: Marcel Larry Jeff Maria Elizabeth Ranking of Causa Herrup Lehman Mayer Pines Firm Digital Payment Technologies 90 (1) 100 (1) 95 (1) 90(1) 100 (1) 5 Metric Parking 55 (3) 73(2) 80(2) 88(2) 83(4) 13 Global 65 (2) 6313} 7013} 64(6) 9812} 16 MacKay 45 (4) 53 (6) 6015} 75(4) 90(3) 22 Parkeon 38 (5) 5515} 65 (4) 65(5) 75(5) 24 Ventek 35(6) 5814} 4816} 87 (3) 70(6) 25 The Committee unanimously ranked Digital Payment Technologies Corporation as the top-ranked firm, and further agreed to the ranking of Metric Parking as the second-ranked firm, and Global Parking Solutions USA, LLC as the third-ranked firm. As the RFP specified that the City reserves the right to award and contract with up to two (2) vendors, and may purchase any number of units, including either all; none, or combination from either vendor; and the City reserves the right to increase or decrease the number of units purchased from either one or both vendors, the Committee passed a motion to enter into negotiations with Digital and Metric as the primary firms, and Global as the secondary firm. Digital Payment Technologies (DPT) is based in Burnaby, British Columbia, Canada, and was April 11. 2012 City Commission Memorandum Muffi-Space Pay Station RFP NO. 46-10111 Page 40fB founded in 1997 as Digital Pioneer Technologies and has grown to become a recognized provider of automated payment solutions in North America. The company's specific business is designing, manufacturing, selling and supporting complete parking solutions for public and private parking lots, garages, and streets. DPT has more than 8,000 pay-stations deployed in 250 cities across North America. DPT has pay-by-space, pay and display, and pay by license plate capabilities. Their parking technology includes enforcement via license plate recognition, advanced mobile phone options, citation payment at the pay station, and reserved parking by license plate. DPT has partnered with Standard Parking Corporation to customize a support plan to ensure system up-time for the City. Metric Parking is a wholly-owned subsidiary of Haft & Wessel AG, a publicly traded company located in Hannover, Germany, that specializes in the development, manufacture and distribution of technology-based solution. Metric has an installed base of more than 70,000 machines in over 45 countries, and the firm's multi-space parking systems control over one (1) million parking spaces. The Metric United States facility is based in Mount Laurel, New Jersey. The facility consists of a 15,000 square foot warehouse with equipment and spare parts to support their United States clients. This facility also provides service, training and software development applications for the United States market. Metric is a manufacturer, and will be working with its local partner on this project, Amano McGann, Inc., located in Fort Lauderdale, to provide local support, local product development, and local product features. Amano McGann is a world leader in the manufacturing and distribution of hardware and software solutions for the parking industry, and has over 4000 installations worldwide. Global Parking Solutions USA, LLC (GPS) is headquartered in Philadelphia, Pennsylvania and was formed in 2009 to service North American parking clients. GPS is the exclusive United States distributor for original equipment manufacturer, Global Integrated Solutions, headquartered in New Zealand. Global Integrated Solutions has been involved in parking equipment manufacture and supply for over 14 years. GPS has proposed the METRO Series pay station, which is available in pay and display, pay by plate, and pay by space configurations, which are available with coin, bill and credit card payment modes. Since the introduction of the METRO Series pay station in 2007, more than 5000 pay stations have been deployed and are in use. In North America, GPS has installed meters in Florida, New Jersey, New York, Pennsylvania and Vancouver, BC, Canada. CITY MANAGER'S DUE DILIGENCE After reviewing the Committee's recommendation and analyzing the overall cost to the City, the City Manager exercised his due diligence, and is recommending to the Mayor and City Commission that the Administration enter into negotiations with the proposers the City Manager deems to be in the best interest of the City. Digital's proposal is the overall best value to the City, and GPS's (which was the third ranked firm by the committee) proposal is the overall second best value to the City. Additionally, GPS's proposal represents a cost savings of $278,150 over a seven year period wh~n compared to MetriC'S proposal (the second ranked firm by the Committee) for the same period. April 11, 2012 City Commission Memorandum Multi-Space Pay Station RFP NO, 46-10/11 Page 5 of6 PAY BY LICENSE PLATE -METHOD OF PAYMENT Currently, pay stations are configured in a "pay and display" mode. This payment model has served us well; however, technology enhancements in the industry provides for a new payment model, referred to as "pay by license plate". It is important to note that the units contemplated are reconfigurable to any of the following payment methods: "pay and display"; "pay by space"; and "pay by license plate". The Parking Department has researched various technologies, methods of operation, and leading vendors in the parking industry providing mUlti-space pay station technology and equipment in an effort to provide the most appropriate configuration for the varying types of users within the City. The recommended method of operation is "pay by license plate". Simply stated, the "pay by license plate" operation requires two simple steps: (1) payment for parking session and (2) input of the vehicle's license plate number at the pay station (issuance of a receipt is optional). This is even a simpler process than the current three step process with "pay and display". The following are some of the major advantages of "pay by license plate": • Simpler operation for users. • Reduced expense for paper used for receipts. • Environmentally friendly (less receipt paper required to operate). • A receipt will no longer be required to be displayed on the vehicle dashboard as a proof of purchase. This alleviates the need to retum to the vehicle to place a receipt. In fact, a receipt is not required unless the patron wishes to retain one for reimbursement or other purposes. • Patrons may extend their parking session by simply adding time to their referenced license plate number at a pay station or a patron may use the "Extend Pay" option which allows a patron, who paid by credit card, to input their mobile phone number and they will receive a text message with an option to extend their parking session prior to its expiration. A text messaging fee by the phone carrier may apply. • Increased revenue through: (1) expanded payment options (2) elimination of unused time on paid parking receipts that are either resold or passed on to other users. • Patrons may use their paid parking session at any parking space within the prescribed zone where the initial session was initiated, South Beach (Zone A) or Middle/North Beach (Zone B), respectively. • In the "pay by license plate" mode, a customer may pay and/or add time to their session at any pay station. The ability to pay at any station is important as it prevents revenue loss if any particular station is out of order and users are instructed to pay at the nearest station. Additionally, it provides an enhanced customer convenience. • Enforcement may be conducted either at a pay station or through handheld units utilizing a web based real time database. As a reminder, a solicitation was issued seeking proposals for LPR (License Plate Recognition) mobile and handheld units that may interface with pay stations; the Parking Department's parking permit software database; and/or third parties, including "pay by phone" service providers, an additional payment option the City may pursue in the future, • Motorcycle/Scooter/Convertible (M/S/C) payment option is more convenient and substantially reduces fraud and abuse. Currently, the placement of a receipt on an M/S/C is subject to either theft or tampering since motorcycles, scooters and convertibles (with top down) expose the pay and display receipt to tampering or theft by simply removing the receipt. The use of the vehicle license plate number as a reference when applying their payment addresses the shortcomings of the pay and display model for these types of vehicles. April 11. 2012 City Commission Memorandum Multi-Space Pay Station RFP NO. 46-10/11 Page 6 0'6 . • Further eliminates single meter posts used for motorcycle/scooter parking making the sidewalks clear and clutter free. The pay by license plate payment model will be introduced and implemented upon completion of the LPR Handheld/Mobile devices RFP which is currently underway. CONCLUSION The Administration recommends that the Mayor and City Commission approve the attached resolution, which recommends the acceptance of the ranking of firms pursuant to Request for Proposals (RFP) No. 46-10/11 for the Purchase and Installation of New Multi-Space Pay Stations for the City's On-Street and Off-Street Parking Locations, and authorizes the Administration to enter into negotiations with the top-ranked firm, Digital Payment Technologies Corporation, and should the Administration not be able to negotiate an agreement with the top-ranked firm, authorizing the Administration to negotiate with the second-ranked firm, Global Parking Solution USA, LLC; and further appropriates future funds through the Capital Budgeting process; and further authorizes the Mayor and City Clerk to execute an agreement upon the completion of successful negotiations by the Administration T:\AGENDA\2012\4-11-12\Multi-Space Pay Station Memo.doc C9 MIAMI BEACH city of Miami Beach, 1700 Convention Canter Drive, Miami Beach, Florida 33139, www.miamibeochfl.goy COMMISSION MEMORANDUM TO: Mayor Philip Levine and Members FROM: Jimmy L. Morales City Manager DATE: April 23, 2014 SUBJECT: REQUEST APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON CONTRACTS FOR ROUTINE OPERATIONAL REQUIREMENTS ADMINISTRATION RECOMMENDATION Approve the recommendation. BACKGROUND As is customary, many of the City's agreements resulting from competitive solicitations include renewal clauses that allow for the extension of contract terms for a certain number of renewal periods beyond the original contract term, as may be stipulated in the solicitation or resulting contract. The renewal periods allow the City to continue to acquire the necessary goods and services from reputable contractors at prices established through competitive solicitations. In its due diligence process for consideration of contract renewal options, the Administration has considered: cost considerations, including any increases to the CPI-U index by the Bureau of Labor Statistics indicating changes in the supply market pricing conditions, contractor performance and risk management considerations (e.g., insurance and bonds, as applicable). Additionally, the contract renewals are applicable to the contract period only and do not alter other terms and conditions of the contract or the scope of the procurement. Any changes to the scope of the original contract shall be presented under a separate item individually or require a new procurement process altogether. The purpose of this item is to request authority to renew the competitively solicited contracts for routine operational requirements listed herein as stipulated in each contract's solicitation. The justification for renewing each is included with the contract information. Contract Number: I Renewal Period: RFP-46-10/11 8/10/2014 through 8/1012016 TIlle: Purchase And Installation Of New Multi-Space Pay Stations For The City's On-street And Off-Street ParKina Locations Contractor: Diaital Payment Technologies Corp. i , ~-I The City of Miami Beach is seeking proposals from qualified vendors for the purchase and installation of up to 750 new multi-space pay stations for its on-street and off-street parking I locations. The City currently has 500+ multi-space pay stations throughout the City and is looking to replace its existing equipment as well expand the installation of pay stations , throuahout Middle and North Beach. Best Interest Justification: The ParKing Department has reported satisfactorily performance by the contractor and has recommended renewal. Currently 344 pay stations have been installed and the Parking. Department is in the process of procuring the balance of the units approved under the award, although the CPI-U has increased approximately 1.16% during the contract term, the City will continue to benefit from contract pricing established prior to the CPIU increase. The Parking Department has recommended extension of the contract term. 200 COMMISSION ITEM SUMMARY Condensed Title: REQUEST APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON CONTRACTS FOR ROUTINE OPERATIONAL REQUIREMENTS Key Intended Outcome Supported: Strengthen Intemal Controls; Maximize Efficient Delivery of Services ISupporting Data (Surveys, Environmental Scan, etc.): Item Summarv/Recommendatlon: As is customary, many of the City's agreements resulting from competitive solicitations include renewal clauses that allow for the extension of contract terms for a certain number of renewal periods beyond the original contract term, as may be stipulated in the solicitation or resulting contract. The renewal periods allow the City to continue to acquire the necessary goods and services from reputable contractors at prices established through competitive solicitations. In ~s due diligence process for consideration of contract renewal options, the Administration has considered: cost considerations, including any increases to the CPI-U index by the Bureau of Labor Statistics indicating changes in the supply market pricing conditions, contractor performance and risk management considerations (e.g., insurance and bonds, as applicable). Additionally, the contract renewals are applicable to the contract period only and do not alter other tenns and conditions of the contract or the scope of the procurement. Any changes to the scope of the original contract shall be presented under a separate item individually or require a new procurement process altogether. The purpose of this item is to request authority to renew the competitively solicited contracts for routine operational listed herein, as stipulated in each contract's solicitation. The justification for renewing each is included with the contract information. RECOMMENDATION The Administration recommends that the Mayor and City Commission authorize the City Manager to extend the agreements with Digital Payment Technologies Corporation and SP Plus MuniCipal Services a division of Standard Parkina Corooration as authorized in the respective contracts. Advisory Board Recommendation: Financial Information' - Source of Amount Account Funds: 1 See below. See below. D 2 3 OBPI Total Financial Impact Summary: Various budget codes are contained in the referenced contract expenditures. All expenditures are continaent UDon aPDroved budaeted funds beina available. City Clerk's Office Legislative Tracking: ent Director City Manager T:\AGENDAI2014\Apnl\APRIL 23 -PROCUREMENT\Apnl Contract Renewat Summary.doc MIAMI BEACH 199 Manager JLM AGENDA ITEM DATE contract Number. RFP-17-10/11 Trtl.: City of Miami Beach -Commission Memorandum 12 Contract Renewals for Routine Operational Requirements 1 Renewal Period: . August 16,2014 through August 16, 201~_._ For Parking Attendants For The City's Parking Garages Contractor: SP Plus Municipal Services, a division of Standard Parking Corporation Brief Scope: Qualified parking companies/operators to supply trained parking attendants for the City of Miami Beach Parking System. Best Interest Justification: The Parking Department has reported satisfactorily performance by the contractor and has recommended renewal, SP-PLUS is knowledgeable in this type of contract, overall has performed a good job providing services to the city, .although the CPI-U has increased approximately 2.87% during the contract term, the City will continue to benefit from contract pricing established prior to the CPIU increase. The Parking Department has recommended extension of the contract term CONCLUSION The Administration recommends that the Mayor and City Commission authorize the City Manager to extend the agreements with Digital Payment Technologies Corporation and SP Plus Municipal Services, a division of Standard Parking Corporation, as authorized in the respective contracts. JLM/MT/AD T:IAGENDA\2014IApriMPRIL 23 -PROCUREMENTlApril Contract Renewal Memo-Revised.docx 201 e MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.mlamlbeachA.gov Jimmy L. Morales, City Manager Tel: 305-673·7010, Fax: 305·673·7782 July 3,2014 J. David Hoyt Submitted via E-mail to:david.hoyt@digitalpaytech.com Digital Payment Technologies Corp. 330-4260 Still Creetk Drive Burnbay, BC V5C6C Subject: RENEWAL OF AGREEMENT PURSUANT TO REQUEST FOR PROPOSALS NO. RFP-46-10/11 PURCHASE AND INSTALLATION OF NEW MULTI- SPACE PAY STATION FOR THE CITY'S ON-STREET AND OFF-STREET PARKING LOCATIONS Dear Mr. Hoyt: This letter shall serve as notification that the City has approved a two (2) year extension of the agreement with Digital Payment Technologies Corp., for the purchase and installation of new multi-space pay station for the City's on-street and off-street parking locations RFP. The Agreement shall now be effective through August 10, 2016. Should you have any questions or need additional information please contact Kenneth Patterson at 305-673-7490; fax: 786-394-4010; or e-mail: kpatterson@miamibeachfLgov. Si, cerely, We ore committed to provldln9 excellent public service and safely to all "Who live, work, and ploy In our vibranl, frop/co/, hislorlc community. COMMISSION ITEM SUMMARY Condensed Title: REQUEST APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON CONTRACTS FOR ROUTINE OPERATIONAL REQUIREMENTS Key Intended Outcome Supported: Strengthen Internal Controls; Maximize Efficient Delivery of Services ~upporting Data (Surveys, Environmental Scan, etc.): Item Summarv/Recommendatlon: As is customary, many of the City's agreements resulting from competitive solicitations include renewal clauses thai allow for the extension of contract lenms for a certain number of renewal periods beyond the original contract tenm, as may be stipulated in the solicitation or resulting contract. The renewal periods allow the City to continue to acquire the necessary goods and serviCes from reputable contractors at prices established through competitive solicitations. In Its due diligence process for consideration of contract renewal options, the Administration has considered: cost considerations, including any increases to the CPI-U Index by the Bureau of Labor Statistics Indicating changes in the supply market pricing conditions, contractor perfofmance and risk management considerations (e.g., insurance and bonds, as applicable). Additionally, the contract renewals are applicable to the contract period only and do not alter other tenms and conditions of the contract or the scope ofthe procurement. Any changes to the scope of the original contract shall be presented under a separate item individually or require a new procurement process altogether. The purpose of this item is to request authority to renew the competitively solicited contracts for routine operational listed herein, as stipulated in each contract's solicitation. The justification for renewing each is included with the contract infonmation. RECOMMENDATION The Administration recommends \hatthe Mayor and City Commission authOrize the City Manager to extend the agreements with ,biQitarPayment Technologies co(poratior'i jind SP Plus Municipal Services a division of Standard Parkin!! Corporation, as authorized'in th~ respective contracts. Advisory Board Recommendation: Financiallnfonmation' . Source of Amount Account Funds; 1 See below. See below. 0 2 3 OBPI Total Financial Impact Summary: Various budget codes are contained in the referenced contract expenditures. All eX!1llndilures are contingent upon approved buclgeted funds beina available. City Clerk's Office Legislative Tracking: ent Director City Manager M T:IAGENDA\2014IAprIlIAPRIL 23 -PROCUREMENTlApril ContraOl Renewal Summary.dOc MIAMIBEACH 199 Manager JLM AGENDA ITEM ~ DATE~ 1012B12015 Detail by Entity Name Foreign Profit Corporation T2 SYSTEMS CANADA INC. Filing Information Document Number FEIIEIN Number Date Filed State Status F06000005639 98-0603996 08/28/2006 XX ACTIVE Detail by Entity Name Last Event Event Date Filed Event Effective Date NAME CHANGE AMENDMENT 04/16/2015 Principal Address 4321 STILL CREEK DRIVE 330 BURNABY, BC V5C 6S7 CA Changed: 04/0212015 Mailing Address 4321 STILL CREEK DRIVE 330 BURNABY, BC V5C 6S7 CA Changed: 04/02/2015 NONE Registered Agent Name & Address SHAPIRO, BLASI WASSERMAN & GORA, PA 7777 GLADES RD., SUITE 400 BOCA RATON, FL 33434 OfficerlDirector Detail Name & Address Title GENERAL MANAGER CHRIS, CHETTLE 330-4321 STILL CREEK DRIVE BURNABY V5C 6S7 CA Title GENERAL COUNSEL htlp:lIsearch.sunbiz.orgllnquiry/CorporationSearchiSearchResultDefail?inquirytype=EntilyName&directionType;lnitial&searchNameOrder=T2SYSTEMSCAN... 1/2 lCV2B12015 Detail by Entity Name POLLAK, NIAMH 330-4321 STILL CREEK DRIVE BURNABY V5C 687 CA Annual Reports Report Year Flied Date 2013 01/2412013 2014 01/08/2014 2015 04/0212015 Document Images 04116[2015 -Name Qbange View image in PDF formal 04LQ2[2!115 -ANNUAl. BEPQBT View imege in PDF formel .~ 01[08[2014 -A~~UAL BEPOBT View image in PDF formel Q1[24[2Q13 -AN~UAL REPORT View image in PDF formel Q2l0fl[2Q12 -ANNUAl. REPQRT View image in PDF formal . 01/04/2011 -ANNUAl. B!;~ORT View image in PDF formal 04/30/2010 AN~!.!AL REPQBI View image in PDF formal Q3/23/2009 -A~~!.!AL BEPOB,I View image in PDF formal 03[Oa[20Q!! --A~NUAL B!;PORT View image in PDF formal . Q7LQSl20QZ -A~~UAL BEPORT View image in PDF formal 08/2f1[2QQ§ -FQ[~igD E[Qfit View image in PDF formal hlIp:I_clLslNIz.or9'!nquiry/CorporalionSesrctVSearchResultDeIaIl'1fnquirytype=EntltyName&dlreclialType=lnItial&s_chNameOrder=T2SYSTEMSCAN... '2J2 (Requestor's Name) (Address) 900271804149 (Address) (CIty/Sl:atelZipIPhcne #) o PICK-UP o WAIT o MAIL 04i17/15--0102S-(U 4 litf3S.00 (Business Entity Name) (Dacument Number) Certified Copies __ _ Certificates of Status __ _ Speciallnstructicns Ix> Filing Officer. Office Use Only • •. FLORIDA DEPARTMENT OF STATE Division of Corporations March 10, 2015 NIAMH POLLAK I T2 SYSTEMS CANADA INC. 330-4260 STILL CREEK DR BURNABY, BC V5C 6C6, XX XX SUBJECT: DIGITAL PAYMENT TECHNOLOGIES CORP. Ref. Number: F06000005639 ... We have received your document for DIGITAL PAYMENT TECHNOLOGIES CORP. and check(s) totaling $35.00. However, your check(s) and document are being returned for the following: Office policy prevents this office from processing the enclosed check(s). All checks processed by this office must be payable in U.S. dollars and drawn on a bank located in the United States. I A certificate of existence or a certificate of good slanding, dated no more than 90 days prior to the delivery of the application to the Department of State, duly authenticated by the secretary of state or other official having custody of the records in the jurisdiction under the laws of which it is incorporated/organized, must be submitted to this office. A translation of the certificate under oath of the translator must be attached to a certificate which is in a language other than the English language. A photocopy of this certificate is not acceptable. If you have any questions concerning the filing of your document, please call (850) 245-6050. Carolyn Lewis Regulatory Specialist II Leiter Number: 015A00004B71 www.sunbiz.org Division of Corporations -P.O. BOX 6327 -Tallahassee, Florida 32314 .' .. '. TO: Amendment Section Division of Corporations COVER LETIER SUBJECT: 12 SYSTEMS CANADA INC. (Formerly VDIGITAL PAVEMENT TECHNOLOGIES CORP.) Name of Corporation DOCUMENT NUMBER:_F_06_0_0_0_0_05~6:....3_9_..:....-_______ _ The enclosed Amendment and fee are submined for tiling. Please return all coJTeSpondence concerning this matter to the following: NIAMH POLLAK Name of contact I'eiiOn T2 SYSTEMS CANADA INC. firmlCompany 330-4260 STILL CREEK DR. AlldliiSs BURNABY, BC , V5C 6C6 CitylState and zip COde np@t2systems.com &Oma" aadieSS: (to be used for fulure annUiil report notification) For further infonnation concerning this matter. please call: Enclosed is a check for the following amount: Ma!li~Address: Amen ent section O $4].75 Piling Fee&. CertiOcate or5-. O $4].75 FIIlna Fee &. Certified Copy (Additional _ is .... 10 .... ) Street Address: Amendment Section Division of Corporations Clifton Building O 552.50 Pilma Fee, Certfftcate or511 ... &. CertifledC (Additional "flt,y is enclosed) Di'tllSi . rporations I P.<S!'& .' Ta' -.L32314 > E ; .. :". if-4iiI: ...... .. 2661 Executive Cenler Cin:le Tallahassee, FL 32301 .,... I.~:s~. f:l:! Q ···t.UH .. J ". ~"\. -J:,·.i ...., CIt: Iow:J:J !iI,J ~ ~ O![ U"l 1.1 • .... . , PROFIT CORPORATION APPLlCA:TION BY FOREIGN PROFIT CORPORATION TO FILE AMENDMENT TO APPLICATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA (Pursuant to s. 607. I S04, F.S.) SECTION I (1-3 MUST BE COMPLETED) F06000005639 (Document number of COrponllon (Ifknown) I. DIGITAL PAYMENT TECHNOLOGIES CORP. (Name of corporation as it appears on the n:cords ofth. DoparIment of Stat.) 2. CANADA 3.28-AUG-2006 diicOl)iO_d unaer J8W5 00 (D1Iiii 8iIiIIOriiid to dO bUll ..... in FlOdili) SECTION II (4-7 COMPLETE ONLY THE APPLICABLE CHANGES) • 4. If Ihe amendment changes the name of the corpollltion, when was Ihe change effected under the laws of , itsjurisdiction of incorporation? 01 JAN 2015 - s. T2 SYSTEMS CANADA INC. (Name of t:OI'pI)ration after Ihe amendment, adding suffix ·corporation," "company," or "incorpolllted, n or appropriate abbreviation, ifnot contained in new name of the corpollltion) N/A (Ifnew name is unavaillble in Florida, enter alternate COrpOlllte name adopted for the purpose oftlllDsacting business in Florida) . 6. If Ihe amendment changes Ihe period of duration. indicate new period of duration. N/A (New duration) 7. If the amendment changes Ihe jurisdiction of incorporation, indicate new jurisdiction. N/A {New JUiiSdicllonj . 8. Attached is a certificate or document of similar im--"ort, evidencin~ Ihe amendment, authepticated not more Ihan t 90 days prior to delivery of the applij:Btion to the Department of Slate, b.Y the S-;creljlry orState or oIher official • having custody of corpQrate recoros lR the jurisdiction under the laws orwhich It is lRcorporated. )lo-.L.. ~~~ . (signaturo ora direcIor, presldeDI or other om .... -irin ill. hiilidS ora receiver or other courJ appointed tlduclary, by thatliduclary) Ni~"-f.,jltll(. (Typed or prinied IWIIO of person signing) ,~ " •••• Industry Canada Industrie Canada C8nada iI....,... . Lol canacIlenne sur Corporation. Act I8a soci_ par actions I HEREBY CERTIFY THAT THE ATTACHED 18 A TRUE COPY OF THE DOCUMENT MAINTAINED IN THE RECORDS OF THE DIRECTOR. ~~- Dlnlctar -Dlrecteur Canada JE CERTIFlE, PAR LES PREsENTEs, QUE LE DOCUMENT CI.JOINT EST UNE COPIE EXACTE D'UN DOCUMENT CONTENU DANS LES UVRES TENUS PAR LE DlRECTEUR. Date ~::: 0 72015 t , ... == Certificate of Amendment C8nade BuslntnJs CDlpDnlfions AcI Certiflcat de modification Lei canadlen"..1IT IDs SCIdIIH "'" IJcIlI>u T2 Systems Canada Inc. Corporate RIIIIW I DCnomination JOt .. ).: n4836-1 CorpomliOll number I N ....... d. soriolli I HEREBY CERTIFY that the articles ofthc above-named corporation an: amended under section 178 of the ""nada Bllsiness Corporalions Act as set out in the attached articles of amendment. JE CERTIFIE que Ics stalulS de Ia societe susmentionnec sont modilies aux tcrme.s de I'article 178 de la wi conodienne .m, les socie/e.. po' aClions, tel qu'iJ cst indique dans 105 claus .. modilicatriccs ci-jointcs. Vlrginie Ethier Director I Dirtctcvr 2015-01-01 Dare of Am .......... (YYYY·MM-DDI Date de modlllealioe (AAAA·MM-JJ) " . i, 1.1 'IndustlY Industrle Caned8 Canllda Form 4 Articles of Amendment Canada Bus/ness COITJora/lons Act (CSCA) (s. 27 or 177) Formulaire 4 Clauses modlflcatrlces Loi canadienne lIur /ell soc/IMII par aertone (LCSA) (art. 270u 177) .. I 1 I Cllrpumle n.me ..... DCllominalion S\lcialc OIgHBI Paymenl Technologies Corp. lijCorpumtioll nllmber Numl!ro de I. 5Ocietl! n4836-1 [3-1 nh!' anicles aN am..,.cL.td a.~ 10110\\'5 .-Us :nal1l1!i SOUl nnKlifies de 13 liu;a" luh'anh: n ... ~ cnrr~lrali\ln challges ils l1unu: 10: l.a dcnol11inaliun soc:iah: cs. nUldili~ pour: T2 Systems Canada Inc. r'" .. ;-c=::--:-:-=-:-:;--:-;--"7:'c::-...,.--,--,;;:---;:;:-:--:-:-=:;;-:------------I 4 iA"(luratiun: I CI.-rtify 'bal I ani a dirt.'t"lur or an ufficcr or ahe c .... rpuratiun. -" DCclaroiliun : J"allcsle que jc sui:;. 1IIIItdnlinislI'IIh.'tIr lltl un dirigcunt &: la S"It:i':I~. flloI'dlrCBCAI Original signed by I Original sign6 par James Zaloudek James Zaloudek 317-524-5511 F ... II1IIII~CIiIIIItIIDI'_lZIIhdIIII!.et __ • .., ...... dr~parproddllle_.Cllp&IIIlW .............. 6t'OIMlfI .... empll-=== ~ dr_-.CIIII-.-Ik_pria.CPI'IP!'h&-25D!;llditro L['SAI yCII&lC""" .... ~lqailtdllJ .. ('RrA NuII=~IIut1r.Illllt.'R('AudW"""'.'.f.1a11.wdmmrIlllllllMlIIIMdIId..,lDlNp1I&.b"'UIl.iIIOIOCdillpa-'~kIIII -"'-V-r.--4nIC ..... ,.LlLC§A IIC\I~_ .. IIILCSAClIIt.to_Irt~"..,"~.palllCllaW ...... tdI-._bWtlftll:.Ir\ufauft .. ...,....IL' __ ... w. .... ...,... ... _ .. waw4UJIIIIl*IIIbIlllrDlro 1C'IPf't.'.0t9. Canad~ Ie 31189 (2D08I04) .+. Industry Industrie Canada Canada 2014-12-23 GOWLING LAFLEUR HENDERSON LLP MARl CHELLE DEFENSOR-JILOCA BENTALL 5, 550 BURRARD ST. SUITE 2300 VANCOUVER BC V6C 2B5 Canada Please find enclosed corrected documents issued under the Canada Business Corporations Act (CBCA) for Digital Payment Technologies Corp. Please ensure that these documents are kept with the corporate records. Notice of this correction will be listed in Corporations Canada's online Monthly Transactions report. Please ensure that the incorrect documents are no longer used by the corporation and that this correction is brought to the attention of anyone who may have previously received copies of these documents. If you require additional information, please contact Corporations Canada. Corporations Canada 9th Floor, Jean Edmonds Towers South 365 Laurier Avenue West Ottawa, Ontario KIA oes Corporation Number: Numero de societe: Request Received: Corporations Canada ge etage, Tour Jean-Edmonds sud 365 avenue Laurier ouest Ottawa (Ontario) KiA OC8 774836-1 Date de reception de la demande : 2014-12-17 RequestID: Numero de la demande : 7461823 Your Reference: V otre reference : Vous trouverez ci-joint les documents rectifies emis en vertu de la Loi canadienne sur les socieres par actions (LCSA) relativement Ii Digital Payment Technologies Corp_ Veuillez vous assurer de les conserver avec les livres de la societe. L'emission des documents rectifies sera egalement rapportee dans notre prochain rapport mensuel de transactions. Veuillez vous assurer que les documents errones ne sont plus utilises par la societe et que la rectification a ete portee Ii l'attention de toute personne ayant precedemment pu recevoir une copie de ces documents. Si vous avez besoin de plus d'information, veuillez communiquer avec Corporations Canada. Canada Telephone / Telephone 1-866-333-5556 Email I Courriel corporationscanada@ic.gc.ca Website / Site Web www.corporationscanada.ic.gc.ca 1 / 1