HomeMy WebLinkAboutPARKING SENSE USA - CONTRACT - AGREEMENT MISC - PARKING SENSE USA INCSERVICE LEVEL AGREEMENT
PARKING SENSE USA Inc.
THE CITY OF FORT
COLLINS, COLORADO
Civic Center Parking Structure
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THIS AGREEMENT dated: Tuesday July 26th, 2018
PARTIES
1. PARKING SENSE USA Inc. a duly incorporated company having its registered office at 37535 IH- 10W, Boerne,
Texas, The United States of America (“PSUSA”)
2. City of Fort Collins (“the Customer”)
BACKGROUND:
A The Customer has acquired the PSUSA Hardware and Software for use in the sites operated by the Customer.
B In order to enable the Customer to fully utilize and operate the System, PSUSA agrees to provide support and
maintenance services for the Hardware, Software and the System, upon the terms of this Agreement.
C The parties are entering into this Agreement to record the basis on which PSUSA will provide services related to
the Hardware, Software and the System.
AGREEMENT:
1 Interpretation
1.1 Definitions: In this Agreement, unless the context otherwise requires:
Agreement means these terms and conditions together with the attached
Schedules (reference page 11 to 13);
Commencement Date means that date specified in Part B of Schedule 1 (on page 11);
Confidential Information means both Parties non-public information in whatever form (verbal, written or file
format) concerning the Software and the System including, without limitation: business plans, CD-ROMs,
demonstration CD’s, disks, documentation, drawings, financial data, forecasts future upgrades, ideas,
installation and/or support manuals, instructions, inventions, know-how, Customers, marketing information,
market research, models, patent information, prototypes, product enhancements, Software and System design
documents, source code, specifications, technical information, trade secrets, and user guides. Confidential
Information shall include all information of the foregoing type, whether or not, identified as being confidential
by the Parties at the time of its disclosure. Confidential Information shall also include all information of the
foregoing type that one Party may have disclosed to the other before the date of this Agreement.
Documentation means the user guide for the Hardware, Software and the System and other documentation
relating to the Software and the System provided by PSUSA to the Customer from time to time.
Hardware means indicators (lights), transmitters, easycounters, bus controllers and master controller.
Intellectual Property means all intellectual property rights of PSUSA in the Hardware, Software and the System,
together with all designs, copyright, plans, computer software, financial modeling, patents, copyright, formulae,
processes, methods, inventions, eligible layout rights and all other intellectual property rights owned or used by
PSUSA in respect of the Hardware, Software and the System;
www.parkingsenseusa.com 37535 IH 10W, Boerne, TX 78006 +1 (830) 428-0291
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Liability means any and all liability of PSUSA to the Customer (including liability to any third parties) for costs,
damages or other legally payable amounts including lost revenues, lost profits, lost management time, lost data,
loss of savings, interest or goodwill or any other consequential, indirect, special, punitive or incidental damages
whether foreseeable or not for losses arising directly or indirectly out of PSUSA’s obligations under this
Agreement;
Permitted Purpose means for the purpose of the Customer operating the System in the Sites in all cases strictly
as permitted by the terms of this Agreement;
Services mean the support services and maintenance services described in the Schedule 2;
(on page 13)
Sites means individually located car-parking buildings and/or garages in that region referred to in Part C of
Schedule 1. (on page 11)
Software means the software specified in Part D of Schedule 1; (on page 11)
System means the system referred to in Part E of Schedule 1; (on page 11)
Term has the meaning set out in Part F of Schedule 1; (on page 11)
Working Day means any day other than Saturday, Sunday, or a public holiday that is generally observed by the City of
Fort Collins, CO
Working Hours means the hours between 8.30am and 6.00pm on a Working Day.
1.2 Interpretation: In this Agreement unless the context requires otherwise:
(a) the singular in all cases includes the plural and vice versa;
(b) words importing one gender include any other gender;
(c) references to sections, clauses or schedules are references to sections, clauses or schedules in this
Agreement unless expressly specified otherwise;
(d) any schedules and the provisions and conditions contained therein will have the same effect as if set out
in the body of this Agreement;
(e) references to “include”, “includes”, and “including” must be read as if they are followed by the phrase
“without limitation”;
(f) headings are for convenience of reference only and will not in any way affect the construction or
interpretation of this Agreement.
2 Commencement and Term
Commencement and Term: This Agreement will commence on the Commencement Date and, unless terminated earlier in
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accordance with section 9 (Termination), will continue in full force and effect for the Term.
3 Assignment
3.1 Permitted Assignment – The Customer: The Customer may assign its rights under this Agreement with the prior
consent of PSUSA. PSUSA will not unreasonably withhold its consent.
3.2 Permitted Assignment – PSUSA: PSUSA may assign its rights and obligations under this Agreement provided the
Customer gives its prior written consent, which shall not be unreasonably withheld.
4 PSUSA’s Obligations
4.1 Services: PSUSA shall provide the Services to the Customer throughout the Term at such frequency and duration
as is further set out in the Schedule 2 . (on page 13).
4.2 Charges for the Services: The Customer will pay PSUSA for the Services as is more particularly set out in Schedule
2. (on page 13).
5 Payment for Charges
5.1 Invoices & Payment: Unless otherwise agreed in writing the Customer will pay PSUSA for the Services no later
than 30 calendar days following the date that PSUSA invoices the Customer for the Services.
5.2 Taxes: The Customer is a tax – exempt governmental entity and shall have no oblication to pay any taxes, duties
or other Government fees. Customer shall supply a tax-exempt form upon request.
5.3 Currency: All amounts to be paid by the Customer to PSUSA will be payable by the Customer to PSUSA in the
functional currency referred to in Part G of Schedule 1. (see page 11).
6 The Customer’s Obligations
6.1 The Customer’s obligations: The Customer will:
(a) give PSUSA prompt and adequate access to its facilities and information systems environment (including,
where applicable and without limitation, remote access to the Customer’s network) as is reasonably
necessary to enable PSUSA to perform the Services, and to otherwise comply with the rights and
obligations of the parties in this Agreement subject to compliance by PSUSA with the Customer’s security
and network access procedures; PSUSA will provide 48 hour’s advance written notice of site visit need.'
(b) provide all information, decisions, assistance and co-operation that PSUSA may reasonably request to
facilitate the performance of the Services; and
(c) follow the problem classification, problem analysis and support request procedures agreed with PSUSA
from time to time.
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7 Confidential Information:.Confidential Information shall be defined as set forth in Section 1.1 herein
7.1 Obligations of the Customer and PSUSA: The Customer and PSUSA will keep confidential at all times, all
Confidential Information and will not use, communicate, cause to be communicated, copy, make available or
otherwise resupply any Confidential Information to any person other than those of its employees, contractors,
agents or representatives to whom disclosure is reasonably necessary for the purposes of this Agreement, or as
otherwise required by law.
7.2 Return of Confidential Information: At the request of PSUSA, the Customer will return or destroy any Confidential
Information belonging to PSUSA. At the request of the Customer, PSUSA will return or destroy any Confidential
Information belonging to the Customer.
8 Warranties
8.1 Authority: PSUSA and the Customer each warrant to the other that they have full power and authority to enter
into and perform this Agreement in accordance with its terms and that the performance of each of their
obligations will neither conflict with any obligation or duty owed to any third party nor infringe the rights of any
third party.
8.2 Service quality: PSUSA warrants that the Services provided by it under this Agreement will be performed with the
highest degree of competence and care in accordance with accepted standards for work of a similar nature. 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 the Customer.
8.3 Product, Hardware, Software
PSUSA provides a manufacturer's warranty to the Customer for each new Parking Sense® branded product that is
sold by an authorized Parking Sense Dealer. This warranty provides the Customer with a guarantee against faulty
workmanship in manufacture and/or defective components for the warranty period (see Part II, of below) from the
date of purchase.
8.4 The benefits given by this manufacturer's warranty are in addition to other rights and remedies of the customer
under a law in relation to the goods to which this warranty relates (see Part Ill and Part IV, of below).
8.5 Making a Claim: If any product supplied by PSUSA is found to be defective due to faulty manufacture and/or
defective components within the warranty period, PSUSA through its authorized dealers will repair or replace the
product to the Customer at PSUSA’s cost in a manner and at a time acceptable to the City providing;
Proof of purchase is provided. The fault is not caused by misuse, neglect, adjustments and or modifications by the
Customer. The Customer presents the product at an authorized dealer's premises. Failure has not occurred through
normal wear and tear.
Any costs incurred to obtain warranty consideration or services is the Customer’s responsibility, including shipping
and handling, travel expense, lost time, or pickup and delivery.
8.6 Customer Responsibilities: Customers must take reasonable steps to maintain the products as detailed in the
installation and/or operations manual supplied with the products. PSUSA is not responsible if the Customer causes
the product to become of unacceptable quality or if the product is damaged by abnormal use.
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8.7 Warranty Periods: The warranty periods are as follows:
Manufacturer’s warranty – 12 months from date of installation
Optional extended warranty (including willful damage) is provided for the life of this agreement per the payment
details in the schedule 2.
8.9 What Legal Entity is providing these Warranties: The herein described warranties (both manufacturers and
statutory) are provided by the following entity:
Parking Sense Limited (NZBN 9429041232644) 273 Te Miro Road, RD4 Cambridge 3496 New Zealand
PSUSA is obligated to ensure, through it’s arrangement with Parking Sense Limited, that Parking
Sense Limited provides the warranties to Cutomer described herein.
Limitation of PSUSA’s Liability and Exclusion of Warranties
8.10 Except in respect of the warranties set out in clause 8 above, all representations and warranties of PSUSA
(statutory, express or implied) and whether in writing or oral are hereby expressly excluded, including any implied
warranties.
8.11 PSUSA agrees to indemnify and save harmless the Customer, 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, resulting from or occurring in
connection with the performance of any service hereunder.
9 Termination
9.1 Termination for breach of Agreement: Either party may terminate this Agreement in the event that the other party
breeches any part of this agreement.
9.2 Termination for cause: Without prejudice to any other rights that a party may have under this Agreement or at
law, either party may terminate this Agreement immediately by notice in writing if the other party:
(a) is in breach of this Agreement and such breach is not remedied within 30 days of written notice of the
breach by the terminating party;
9.3 Consequences of termination: Upon expiry or termination of this Agreement for any reason, each party shall (upon
request by the other party) deliver up to the other party all property of the other party in its possession or control.
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9.4 Preservation of rights: Termination or expiry of this Agreement will not affect:
(a) any rights of a party against the other party which accrued up to and including such termination or expiry;
and
(b) the provisions of this Agreement which by their nature survive such termination or expiry, namely section
7 (Confidential Information), section 8 (Limitation of PSUSA’s Liability and Exclusions of Warranties) and
this section 9 (Termination).
9.5 Termination for convenience: The Customer may terminate this Agreement at any time without cause by providing
written notice of termination to PSUSA, with such notice being delivered at least (30) calendar days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.
10 Dispute resolution
10.1 Good faith: The parties undertake to use all reasonable efforts in good faith to resolve any dispute which arises
between them in connection with this Agreement.
10.2 Notice of dispute: A party will, as soon as reasonably practicable give the other a written notice of any dispute in
connection with this Agreement.
10.3 Internal dispute resolution: Any dispute will be initially referred to senior level employee(s) of the parties who will
endeavor to resolve the dispute within ten (10) working days of the giving of the notice.
10.4 Not arbitration: Clause 10.3 provides for a form of alternative dispute resolution and is not a reference to
arbitration.
10.5 Continuing performance: Pending the final settlement of any matter, each party shall continue to perform its
obligations respective obligations under this Agreement as far as possible as if no dispute had arisen.
10.6 Injunctive relief: Notwithstanding anything in this section 11, a party may commence court proceedings in relation
to any dispute, controversy or claim arising under or in connection with this Agreement at any time.
10.7 Governing Law: This Agreement will be governed by and interpreted according to the laws of Colorado. Each party
irrevocably submits itself to the exclusive jurisdiction of the state or federal courts of Colorado in respect of any
proceedings arising out of or relating to this Agreement.
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11 Notices
11.1 Giving of notices: A notice consent or approval to be given under this Agreement (a “Notice”) may be given by one
party to any other party to this Agreement by personally serving it on that party or by sending it by post or
overnight commercial courier to that party, or by transmitting it by facsimile or by emailing it to the address set out
below (or to such other address as the party to be notified may advise in writing for the purpose from time to time)
marked for the attention of the respective person named below:
PSUSA Contacts:
Attention: Jacob M. Bezzant
Email: jakeb@parkingsense.com
Phone: +1 830 428 0279
Mobile: +1 415 423 4719
Mailing address: 37535 IH-10W Building 2 Suite 1, Boerne, Texas 78006,
Escalation and Response Contacts
Details of the PSUSA contacts for escalation and response are provided in Part H of Schedule 1.
The Customer
The details of the Customer are provided in Part A of Schedule 1.
11.2 Deemed Receipt: Unless there is evidence to the contrary, any notice or document so given shall be deemed to
have been given or made:
(a) In the case of a communication by letter, three business days after mailing or the next business day if sent by
overnight commercial courier;
(b) In the case of a communication by hand, on personal delivery to the recipient;
(c) In the case of a communication by facsimile, upon delivery with proof of receipt;
(d) In the case of email, upon delivery, with proof of receipt.
12 General
12.1 Independent contractors: The parties are independent contractors, not employees, agents or representatives of
each other. Neither party has the right to bind the other party or any other party to any agreement.
12.2 Severability: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remainder hereof shall not in any way be affected or impaired and shall be
construed to preserve enforceability to the maximum extent compatible with the applicable law.
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12.3 Waiver: No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other
indulgence by one party in respect of any breach of any other party’s obligations under this Agreement is to:
(a) operate as a waiver or prevent the subsequent enforcement of that obligation;
(b) be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or
other indulgence in respect of, or a waiver of, any subsequent or other breach.
12.4 Variation: This Agreement may not be modified, varied, altered or amended except by a written amendment
signed by both parties or their respective successors or permitted assigns.
12.5 Sub-Contracting: PSUSA reserve the right to sub-contract and/or outsource any or all of its obligations under this
Agreement; provided PSUSA obtains prior written consent from the Customer, which shall not be unreasonably
withheld. If any PSUSA’s obligations are subcontracted hereunder (with consent of the Customer), then the
following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with and established
record of successful performance in its respective trade performing identic 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 Customer, nor will it obligate the
Customer to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be
subject to inspection by the Customer to the same extent as the work of PSUSA.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
PARKING SENSE USA INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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7/31/2018
Jb
Jacob Bezzant
Senior Assistant City Attorney
7/31/2018
City Clerk
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SCHEDULE 1
Part A: Customer
Name: City of Fort Collins, Colorado, a municipal corportation
Physical Address: 215 North Mason St, Fort Collins, CO 80524 Postal
Address: As above
Phone number: (970) 416 2615
Contact person: Belinda Barnes
Contact email address: bebarnes@fcgov.com
Part B: Commencement Date: TBA
Part C: Sites: Civic Center Parking Structure, Southeast corner of Mason and Laporte
Part D: Software: SpaceNet and EasyGuide
Part E: System:
Civic Center Parking Structure: EasyGuide x 599 Covered Spaces with 6 x Car Counters
Part F: Term
The period commencing on the Commencement Date and ending on that date being 48 calendar months
after the Commencement Date.
Part G: Functional Currency of Payment
United States Dollars (USD)
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Part H: Escalation and Response Contacts
Priority
Level
Customer Contacts: PSUSA Contacts:
First point
of
Contact:
Name: Mike Eckels
Address 215 North Mason St,
2nd Floor, Fort Collins, CO 80524
Tel (B) 970-221-6355
Mob:
Email: meckels@fcgov.com
Name: Parking Sense Support
Address: 37535 IH-10W, Boerne, Texas
Tel (B): +18304280280
Email: support@parkingsenseusa.com
Escalation
Contact:
Name:
Address
Tel (B)
Mob
Email:
Belinda Barnes
As Above
970-416-2615
bebarnes@fcgov.com
Name: Brian Sloan
Address: As above
Tel (B): +18304280280
Mob: +17575085653
Email: brians@parkingsenseusa.com
Escalation
Contact:
Name:
Address
Tel (B)
Mob
Email:
Craig Dubin
As Above
970-224-6196
cdubin@fcgov.com
Name: Larry Eade
Address: As above.
Tel (B): +18304280277
Email: larrye@parkingsense.com
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SCHEDULE 2
CHARGES AND PAYMENT
The amount that the Customer is obliged to pay PSUSA for the provision of services, as outlined in Section 5 of the
Agreement, is as follows:
(a) $1.00 Per Stall per month, x 599 Stalls equals $599.00 per month, $7,188.00 per annum.
(b) $200.00 per Easy Counter, 6 x counters in the garage, $ 1,200.00 per
annum. Total annual payments excluding taxes $8,388.00 per annum.
SERVICES
PSUSA shall provide the following Services:
(a) Hardware, (indicators, transmitters, easy counters, bus controllers and master controller), Software and Services as
per agreement.
(b) Advice and assistance by telephone and email on operating the Software and/or the System and troubleshooting
issues with the System;
(c) Such other advice or assistance as may be reasonably required by the Customer to obtain the full benefit and use
of the EasyGuide System;
(d) Investigation, diagnosis, repair and correction of defects and problems in the Hardware, Software and/or the
System, including on-site assistance if necessary;
(e) Monthly maintenance visits to the site/s. A mutually-acceptable schedule/plan will be produced upon execution of
this agreement.
(f) Monthly reports to the customer outlining the work completed during the month and any issues to be raised. All
reports to be followed up with a phone call to the customer by PSUSA.
(g) provision of updates and new releases of the Software and/or the System;
REPORTING
Every maintenance visit will be followed by a Parking Sense Report, delivered to the customer. The report will detail the
date; time, reason for the visit and particulars of the visit, along with how any issue were rectified. In addition, a monthly
performance report will be provided to the customer outlining issues in that period.
SUPPORT HOURS:
Parking Sense shall provide the Services during Working Hours, Monday to Friday, 9:00 am to 5:00 pm CT.
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DEFECT PRIORITY
When notifying a defect to Parking Sense, the Customer shall assign a priority to the defect using the
following priority levels:
Priority
Level Description
LeddarTech
Car Counter
Easyguide Sensors
Level 1:
High
Business processes and major
system functionality are critically
affected or unavailable. A large
number of users are affected by the
incident and there exists no
workaround or alternative means of
performing normal work. An entire
system or site is down, causing
critical impact to business
operations if service is not restored
quickly.
Space count accuracy - if less than
75% accuracy - 132 spaces, if
count incorrect by +/- 33 cars,
reporting incorrectly per
structure\garage
Space count accuracy - if
more than 3% of the Sensors
are reporting incorrectly per
structure\garage
System Down
(excluding CoFC power
or network issue) One
or more digital signs
completely non-
functional.
Passport not reflecting Parking
Sense data (integration issue)
Level 2:
Medium
Business processes and major
system functionality are seriously
affected and there is a major impact
on business operations. A site is
partially down with either a key
component of equipment or
functionality unavailable. Or a
systemic issue is causing disruption
and/or customer dissatisfaction at
multiple sites.
Space count accuracy - if less than
80% accuracy - 132 spaces, if
count incorrect by +/- 26.4 cars,
reporting incorrectly per
structure\garage
One or more digital signs have one
panel non-functional
Space count accuracy -
between 1 and 3% are
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SERVICE LEVELS – RESPONSE TIMES AND RESOLUTION TIMES
Parking Sense shall respond to and resolve defects in accordance with the following Service Levels:
Priority Level Initial
Response Time
Fix / Workaround
Supplied
Progress Updates
Required
Underlying Problem
Resolved
Level 1: High Within 1
Business Hour
Within 1 Calendar Day
Hourly if necessary
Within 5 Business Days
Level 2: Medium Within 4
Business Hours
Within 2 Business Days
Daily by COB
Within 10 Business Days
Level 3: Low Within 1
Business Day
Within 5 Business Days Every Other
Business day
Within 15 Business Days
Key Performance Indicators (KPIs)
KPI Target Description
1. System fully operational
during Parking Sense core
business hours
99% The API availability data feed, central website and app are fully
operational. Core business hours 9:00 AM to 5.30 PM Monday to
Friday
2. System fully operational
including core and out of
business hours
99% The API availability data feed, central website and app are fully
operational. Core business hours 9:00 AM to 5.30 PM Monday to
Friday
3. Indicators operational 99.5% An average individual Indicator will be fully operational at least 99.5%
of the time.
4. Indicator accuracy: 99.5% The Indicators should accurately register a parking event at least
99.5% of the Month. A parking event includes both the initial arrival
and the exit.
Parking Sense shall apply all available resources to correct defects within the Resolution Times set out above. If
Parking Sense is unable to correct a defect within the applicable Resolution Time, Parking Sense will notify the
Customer of such inability and the circumstances regarding such inability before the expiry of the Resolution
Time period, and the parties may agree upon an alternative timeframe within which the Defect must be resolved.
Notwithstanding the foregoing, if Parking Sense fails to correct a defect within the applicable Resolution Time,
Parking Sense shall, at no charge to the Customer, provide the Customer with the services of a skilled technician
who will work on a dedicated basis until the defect is resolved.
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reporting incorrectly per
structure\garage
One or more digital signs have
one panel non-functional
Level 3:
Low
Non-critical business process or
system functionality is moderately
affected.
System performance is degraded.
System functionality is noticeably
impaired, but most business
operations are able to continue.
Space count accuracy - if less than
90% accuracy - 132 spaces, if
count incorrect by +/- 13 cars,
reporting incorrectly per
structure\garage
System Down (excluding
CoFC power or network
issue) One or more digital
signs completely non-
functional. Passport not
reflecting Parking Sense
data (integration issue)
Space count accuracy -
affecting less than 1% are
reporting incorrectly per
structure\garage
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