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HomeMy WebLinkAboutDUNCAN PARKING TECHNOLOGIES INC (CIVICSMART) - CONTRACT - AGREEMENT MISC - DUNCAN PARKING TECHNOLOGIES INCOfficial Purchasing Document Last updated 10/2017 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and DUNCAN PARKING TECHNOLOGIES, INC., A SUBSIDIARY OF CIVICSMART, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of five (5) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence July 20, 2018, and shall continue in full force and effect until July 19, 2019, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Duncan Parking Technologies, Inc., a Subsidiary of CivicSmart, Inc. Attn: Michael Nickolaus 316 N. Milwaukee St., Ste. 202 Milwaukee, WI 53202 City of Fort Collins Attn: Belinda Barnes PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 MISC Services Agreement - Vehicle Sensor Product Support Page 1 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, One Hundred Nine Thousand Four Hundred Thirty-Four Dollars ($109,434.00) based on sending monthly invoices for the monthly fees totaling Nine Thousand One Hundred Nineteen Dollars and Fifty Cents ($9,119.50) with Net 30 days payment terms as referenced in the attached Exhibit A, consisting of five (5) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. MISC Services Agreement - Vehicle Sensor Product Support Page 2 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. MISC Services Agreement - Vehicle Sensor Product Support Page 3 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal MISC Services Agreement - Vehicle Sensor Product Support Page 4 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. MISC Services Agreement - Vehicle Sensor Product Support Page 5 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: DUNCAN PARKING TECHNOLOGIES, INC., A SUBSIDIARY OF CIVICSMART, INC. By: Printed: Michael Nickolaus Title: CHIEF EXECUTIVE OFFICER Date: MISC Services Agreement - Vehicle Sensor Product Support Page 6 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 7/24/2018 Senior Assistant City Attorney 7/24/2018 City Clerk Prepared for: Fort Collins, CO CO Quote ID: 18 04 08 302o 7/20/2018 Sales Rep: Michael Nickolaus 8/19/2018 Product ID Description Unit Price Qty Extended Price SENS‐Sx Sx Vehicle Sensor (Subterranean mounted, non‐metered). Includes installation. $ 85.00 3000 $ 255,000.00 $ 255,000.00 SENS‐Sx‐GATEWAY Solar‐powered Communications Gateway for Subterranean Mounted Vehicle Sensors. Includes installation. $ 261.16 50 $ 13,058.00 $ 13,058.00 SENS‐Sx‐GATEWAY ‐ HW Optional Hardwired Power Communications Gateway for Subterranean Mounted Vehicle Sensors. Includes installation of gateway. Hardwiring of power supply NOT included. $ 261.16 50 $ 13,058.00 $ 13,058.00 FRGHT Freight for Lot to Fort Collins, CO $ 10,000.00 1 $ 10,000.00 $ 10,000.00 Grand Total (not including Optional and TBD items): $ 278,058.00 Monthly Total SENS‐Sx‐WIRE Monthly Wireless Fee for Sx Sensor (per sensor/per month) $ 3.00 3000 $ 9,000.00 $ 9,000.00 Monthly Total SENS‐Sx‐GATEWAY‐WL Monthly Fee for Gateway (per gateway/per month) $ 2.39 50 $ 119.50 $ 119.50 Please Send Purchase Order To: Duncan Parking Technologies, Inc. Attn: Meigan Lindholm PO BOX 2081 Milwaukee, WI 53201‐2081 Ph: (414) 534‐8066 Fax: (870) 741‐6806 mlindholm@civicsmart.com OPTION 2A. Communications Gateway Subtotal Subtotal 6. Additional Requirements Sales Tax, if applicable, has not been included Equipment is covered by a 1‐year standard manufacturer's warranty. Shipping Terms FOB Origin. 3. Freight Subtotal Quotation subject to Duncan Parking Technologies, Inc. (a CivicSmart Company) Standard Terms and Conditions and Duncan Parking Technologies, Inc. Sensor Service Level Agreement (both attached). Prices are subject to change in the event of new or increased costs of wireless communications and other third party vendor services. Recurring prices are valid for the first full year of service and may be subject to change for subsequent contract terms. 4. Sensor Monthly Fees Subtotal: Monthly Fees 5. Gateway Monthly Fees Subtotal: Monthly Fees Monthly Fees will be invoiced in advance and are payable Net 30 days. Payment terms: 50% due with Purchase Order; 40% due upon Delivery; 10% due upon Sign‐off. Vehicle Sensor Quote Ship‐to Region: Prepared Date: Expiry Date: 2. Communications Gateway Service Level Agreement – Ft. Collins 1 PRODUCT SPECIFICATIONS; FUNCTIONALITY; QUALITY REQUIREMENTS; DELIVERABLES Duncan Parking Technologies, Inc. (DPT), a subsidiary of CivicSmart, Inc. shall provide deliverables that meet the following requirements. Product Specifications 1. The Subterranean Sensor Product shall: (a) after installation, be reasonably flush with a road surface and will comply with ADA (Americans with Disability Act) guidelines for trip and slip hazards. The parties will work together to ensure that any relevant government decrees and required safety standards will be met by the Products (b) resist degradation from vehicle fluid and all other substances reasonably found in the parking environment; (c) be, and remain, fully functional in all weather conditions and resist water ingress; (d) be marked with a unique serial code/identification number; (e) be delivered with the latest software and the software will be updated with all mandatory releases during the Term of the contract; (f) be remotely configurable for hours of operation; (g) have capabilities to communicate with DPT’s back-end management systems via a gateway; (h) Sensor data output shall be in such a form as to ensure the ability to interface such data with other applications where required by Ft. Collins. The sensors may pick up transients such as from people crossing a parking space or vehicles transiting a space. These generally have no adverse impact to the intended functionality and shall be filtered out in the back end system. 2. The Wireless Gateway Products shall: (a) Communicate in near real time with the Sensors; (b) Communicate in near real time with DPT’s back-end management system; (c) be able to be mounted using a variety of methods including on poles, buildings and other commonly occurring infrastructure in parking environments; (d) be suitably robust and able to withstand environmental conditions in parking environments; MISC Services Agreement - Vehicle Sensor Product Support Page 8 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Service Level Agreement – Ft. Collins 2 (e) be marked with a unique serial code/identification number; Product Quality Requirements 1. The Subterranean Sensor Product shall: (a) detect all motor vehicle-related parking events in real time (b) communicate all vehicle related parking events in near real time to a Wireless Gateway Product (c) retain vehicle detection information for a minimum of twenty-four hours that is not communicated to the gateway and server in real-time via normal wireless communications (d) have a minimum five (5) year battery life. 2. The Wireless Gateway Products shall: (a) be capable of serving twenty-five to fifty subterranean sensors in a reasonably compact configuration (from a data carrying capacity perspective) (b) be solar-sustainable for all power requirements needed to support operation consistent with the SLA requirements, when exposed to four (4) hours of incident light per twenty-four hour period. Product Related Deliverables 1. DPT will be responsible for providing project oversight, installation, commissioning and training of the Sensors and Gateways. DPT may use approved contractors for installation and commissioning. 2. DPT will integrate its Sensor data into its back-end management system. 3. DPT will provide user documentation and Product service and support processes including testing to determine if products are operating correctly or faulty. MISC Services Agreement - Vehicle Sensor Product Support Page 9 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Service Level Agreement – Ft. Collins 3 SUPPORT OBLIGATIONS AND WARRANTY TERMS 1. DPT will notify Ft. Collins within two business days following the installation of any Sensors and Gateways. 2. During the Contract Term, DPT shall provide ongoing product support to Ft. Collins. This support is inclusive of all hardware, software, configuration and mechanical modules. 3. DPT shall provide a Customer Support Desk with live telephone support during normal business days between the hours 7:00 AM and 5:00 PM Mountain Time. During other hours, calls will be answered and information forwarded to the appropriate “on call” DPT staff. The response time for “Urgent Issues” will be one business hour with a target resolution of one business day. For other issues, the response time will be four business hours with a target resolution of three business days. “Urgent Issues” are those where a major component of the system is in a non-responsive or non-communicative state and severely affects users’ ability to use the system as intended. This includes outages of sensors or gateways impacting 5% or more of the spaces, interface or communications outages that prevent sensor data from being shared with PEMS or third-party systems, and inability for administrative users to log into the system. 4. Any defects identified by Ft. Collins with a Product’s performance shall be documented and forwarded to DPT. 5. DPT shall provide email and phone support to Ft. Collins and shall provide up to date phone and email contact information at all times: 6. DPT shall provide documentation outlining the specifications for the interfaces and integration between DPT Products and any Ft. Collins systems. 7. The Parties will setup automated data interfaces as necessary to ensure the proper operation and integration of the Products and systems. DPT shall directly receive updates of sensor movements and installation status to enable DPT to monitor, support, and verify the installations as required. 8. Ft. Collins shall provide any information reasonably requested by DPT related to its product performance, installation, support, or use. 9. DPT shall provide a limited manufacturer’s warranty, according to the terms of this Agreement, for a period of five years for mechanical housings and all electronic hardware and software, including batteries. This warranty commences upon the date of installation or activation of each Product or five years and three months from the date of shipping (whichever is earlier). The Parties may agree to prorate individual sensor warranty dates so as to synchronize the project warrenty end date. The synchronized end date will be mutually agreed in writing. MISC Services Agreement - Vehicle Sensor Product Support Page 10 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Service Level Agreement – Ft. Collins 4 10. DPT shall remotely monitor the performance of the Products and, on a monthly basis, will check and, as needed, repair and replace any Products which are not operating as intended. 11. Ft. Collins will report any damaged Products to DPT. For safety purposes, if a Sensor is cracked, Ft. Collins will remove it in a timely fashion, based on instructions provided by DPT, at its cost and temporarily fill the hole until DPT’s next on-site visit. DPT will provide two (2) sets of removal tools and will train City staff while onsite during the initial installation. Video training will be available online and on-site training is available during regularly scheduled monthly visits. 12. DPT shall repair or replace all Defective Products, as confirmed by DPT, at no additional costs to Ft. Collins. 13. Notwithstanding any other provision in this Agreement, DPT does not warrant parts damaged as a result of Vandalism, third-party or accidental damage, extreme environmental conditions or "Acts of God". As used herein, "Vandalism" means the wilful or ignorant destruction of public or private property, or the actions or attitudes of one who maliciously or ignorantly destroys or disfigures public or private property. 14. If a Sensor is damaged due to a snowplow or other City equipment properly performing its function, DPT will replace it at no cost to Ft. Collins. Damage to the roadway surrounding a sensor will be repaired by the City at its cost. 15. If Ft. Collins removes a Sensor for repaving, road work or any other reason, DPT will reinstall it at Ft. Collins’ request during the next monthly visit for a cost of $25. If the Sensor is damaged during the removal process, a replacement can be purchased by Ft. Collins at the unit price in the contract. 16. Warranty shipping fees/freight costs will be borne by the sending party for parts and products replacement under this Agreement. 17. DPT agrees to provide Ft. Collins with software releases that are deemed mandatory upgrades for a period of five years. This excludes software upgrades containing specific enhancements requested by Ft. Collins. MISC Services Agreement - Vehicle Sensor Product Support Page 11 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. MISC Services Agreement - Vehicle Sensor Product Support Page 12 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Official Purchasing Document Last updated 10/2017 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. MISC Services Agreement - Vehicle Sensor Product Support Page 13 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130773415113563000307537110237235503075776374271377650727115467046661207324011170072130076727242035772000777777707000707007 7777777707070700073525677115456000723000407037112007033327342073100070223373431621100703322634217300007022337352173011070223362430731000703333624216210007033326253073100077756163351765540777777707000707007 Certificate No : 570072354289 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/24/2018 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Milwaukee WI Office 10700 Research Drive Suite 450 Milwaukee WI 53226 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (414) 271-6420 INSURED INSURER A: The Travelers Indemnity Co. 25658 INSURER B: Travelers Property Cas Co of America 25674 INSURER C: The Phoenix Insurance Company 25623 INSURER D: INSURER E: INSURER F: FAX (A/C. No.): (414) 271-4103 CONTACT NAME: Civic Smart, Inc. Duncan Parking Technologies Inc. 316 N. Milwaukee Street Suite 202 Milwaukee WI 53202 USA COVERAGES CERTIFICATE NUMBER: 570072354289 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $300,000 $10,000 $1,000,000 $2,000,000 $2,000,000 C Y ZLP15T85592 07/30/2017 07/30/2018 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE X X (Per accident) BODILY INJURY (Per accident) A $1,000,000 Y 07/30/2017 07/30/2018 COMBINED SINGLE LIMIT (Ea accident) BA1G758819 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH - B 07/30/2017 07/30/2018 PER STATUTE $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB1G755006 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile policies. Thirty day notice of cancellation is provided in accordance with the General Liability policy. CERTIFICATECANCELLATION HOLDER CityREPRESENTATIVE of Fort Collins AUTHORIZED City Purchasing Director PO Box 580 Fort Collins CO 80522 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500 1. Vehicle Sensors Subtotal Page 1 of 2 Date/Time Printed: 7/20/2018 3:24 PM EXHIBIT A SCOPE OF SERVICES / COMPENSATION MISC Services Agreement - Vehicle Sensor Product Support Page 7 of 13 DocuSign Envelope ID: 8A122643-00A4-486D-B61F-4505C8CCD500