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Home My WebLink About19-3 Resolution No. 19-3 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ONE SENSE, LLC FOR PARKAWARE SMART PARKING MANAGEMENT PLATFORM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with One Sense, LLC, for ParkAware Smart Parking Management Platform, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: January 9, 2019 Adopted: January 9, 2019 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEM ENT THIS AGREEMENT is hereby made and entered into this 9th day of January, 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and One Sense, LLC, a California limited liability company, (hereinafter referred to as "ONE SENSE" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. City shall lease from ONE SENSE and ONE SENSE shall lease to the City the goods and/or services described by Attachment A, attached hereto and made a part hereof. ONE SENSE shall undertake and complete the preparation of the scope of work as set forth in Attachment A. ONE SENSE shall perform the services as described in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to the City. 2. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. ONE SENSE hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and ONE SENSE agrees that service by first class U.S. mail to One Sense, LLC, c/o Matthew Tymn, 1060 Fulton Mall, Fresno, CA 93721 shall constitute effective service. 4. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 6. ONE SENSE hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this agreement. 7. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this agreement shall remain in full force and effect. 8. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, ONE SENSE shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, ONE SENSE hereby certifies, represents and warrants to the City that all of ONE SENSE's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. ONE SENSE shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of ONE SENSE to determine ONE SENSE's compliance with the provisions of this section. In the event the City proceeds with such an audit, ONE SENSE shall make available to the City ONE SENSE's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto,the terms and provisions of this purchase agreement shall control. 11. City shall pay within thirty (30) days of delivery or city's receipt of invoice, whichever is later. 12. In no event shall City be liable for any monetary damages in excess of the lease price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. All risk of loss shall remain with, and be borne by ONE SENSE. All transportation, freight and delivery shall be at ONE SENSE's sole expense. 14. The City selects Option 2 fee structure described in Attachment A, wherein ONE SENSE will own the sensors and gateways. 15. ONE SENSE will retain all parking data for the City use. Upon request ONE SENSE will export all data to the City in a usable format (csv,xls, etc.) 2 16. ONE SENSE shall replace, at no cost to City, any defective, damaged, vandalized or stolen sensors. 17. Throughout the term of this agreement, ONE SENSE shall possess, maintain, or secure all licenses, permits, qualifications and approvals legally required to conduct business including but not limited to any applicable registration requirements of the California Secretary of State. ONE SENSE warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this agreement. ONE SENSE further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations and provide professional advice and recommendations regarding this project. 18. The City shall provide a power source to all communication gateways installed in the project. 19. This agreement shall terminate five (5) years from the date of this agreement, unless otherwise terminated prior to such date. 20. Either party may terminate this agreement for convenience without penalty upon 30 days written notice. In the event of such early termination, City shall pay to ONE SENSE only the lease amount then due on a pro rata basis. 21. In the event the City's city council does not appropriate funds for any year of this agreement, this agreement shall terminate on December 31 of the last year for which funds have been appropriated without penalty to the City. ONE SENSE, LLC CITY OF ELGIN Matthew T Tymn Print Name Richard G. Kozal, C y a ger •-(Yl`,..,udv..-,'7�,_. Attest: gl‘l(elfeeAZZA Signature City Clerk CEO, One Sense, LLC Title F:\Legal Dept\Agreement\Purchase Agreement-One Sense LLC-1-2-19.docx 3 ATTACHMENT A ParkAware CONTACT: City of Elgin James Bisceglie,Commander of Elgin Police Department Brooke Rzeppa,Parking Control Supervisor 847-289-2573 I rzeppa_b@cityofelgin.org December 4,2018 RE: QUOTE-Smart Parking Monitoring&Availability I Enforcement SMART PARKING MONITORING&AVAILABILITY I ENFORCEMENT. In an approach to streamline enforcement the ParkAware team will work with the city on a direct approach to install sensors within the city's parking spaces.ParkAware will install 225 sensors in the highest priority areas. The sensors will provide real-time parking space availability,give real-time status to parking availability on each activated street and location.The sensor network will keep parking by type and time.All data and real-time metrics will be collected through ParkAware's secure loT LORAWAN based protocol network.ParkAware will maintain the network infrastructure,communication protocols and sensors. PROJECT SCOPE: • The ParkAware team will install and configure 225 sensors in identified areas throughout the city. • The sensors will provide real-time parking space availability and occupancy. • Real-time availability will be displayed by desktop dashboard and mobile phone. • ParkAware will allow the city to actively monitor violations,receive notifications based on time threshold and type,provide real time guidance to the space in violation. • All data and real-time metrics will be collected through ParkAware's secure IoT LORAWAN based protocol network. • Data access gateways will be installed once a site survey is conducted to relay sensor information to the ParkAware cloud. • ParkAware will maintain the network infrastructure,communication protocols,software and sensors. • ParkAware will continue to work with the City to tune the implementation based on needs of the city. One Sense,LLC-ParkAware® FRESNO:1060 Fulton Street,Floor#3 Suite 301,Fresno,CA 93721 MODESTO:318 McHenry Ave.,Modesto,CA 95354 PRICING& FEES: OPTION 1: Purchase-225 SPACES Time Item #of Units Unit cost Term Cost Own Sensors 225 $250 $56,250 Own Sensor Installation 225 - - $6,750 Own Gateways 5 $1,800 - $9,000 Own Gateway Installation 5 $300 - $1,500 Year 1 Sensors and Support** 225 $3 12 months $8,100/yr Total Year 1 $81,600 **Additional years support at$8,100 per year. Total 5 year deal is:$114,000 OPTION 2: LEASE-225 SPACES Time Item #of Units Unit cost Term Cost Year 1** Sensors,Gateways and Support* 225 $10 12 months $27,000/yr Year 2 Sensors,Gateways and Support* 225 $9 12 months $24,300/yr Year 3 Sensors,Gateways and Support* 225 $8 12 months $21,600/yr Year 4' Sensors,Gateways and Support* 225 $7 12 months $18,900/yr Year 5 Sensors,Gateways and Support* 225 $7 12 months $18,900/yr Total $110,700 *Lease includes installation,replacement,and maintenance of all hardware. ** Cost to Customer, First year paid at completion of install. One Sense,LLC-ParkAwaree FRESNO:1060 Fulton Street,Floor#3 Suite 301,Fresno,CA 93721 MODESTO:318 McHenry Ave.,Modesto,CA 95354