19-3 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.)
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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
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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