HomeMy WebLinkAbout23420AGREEMENT INFORMATION
AGREEMENT NUMBER
23420
NAME/TYPE OF AGREEMENT
IKE SMART CITY, LLC
DESCRIPTION
NON-EXCLUSIVE PROFESSIONAL SERVICES
AGREEMENT/THE PROVISION OF INFORMATION &
EMERGENCY KIOSKS
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/30/2020
DATE RECEIVED FROM ISSUING
DEPT.
7/30/2020
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
*RUSH*
ORIGINATING DEPARTMENT: Procurement Department
DEPT. CONTACT PERSON: Aimee Gandarilla / Annie Perez EXT,1906
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: IKE Smart City, LLC
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? D YES
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
0 GRANT AGREEMENT
0 EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
0 PUBLIC WORKS AGREEMENT
0 MAINTENANCE AGREEMENT
0 INTER -LOCAL AGREEMENT
0 LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) Non -Exclusive Professional Services Agreement
0 NO
❑� NO
PURPOSE OF ITEM (BRIEF SUMMARY): To execute an agreement with IKE Smart City, LLC for the Provision
of Information and Emergency Kiosks.
COMMISSION APPROVAL DATE: 04/23/2020 FILE ID: 7392 ENACTMENT NO.: 20-0119
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
-'ROUTING:INFORMATI.ON'
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
PR20186
07/28/2020
PRINT: Annie Perez, CPPO
Perez, Dighaily signed by
Pere:. Annie
SIGNATURE:Annie 14:91604130'
4a:39:z6 o4na
SUBMITTED TO RISK MANAGEMENT
PRINT: Ann -Marie Sharpe
Sharpe, Oyjitallyslgnedby
r Snarpe, Ann•Marie
SIGNATURE: Ann -Marie D5:32592.Oa'00'8
SUBMITTED TO CITY ATTORNEY
PRINT: Victoria Mendez
Digitally signed by
SIGNATURE: Z Dan2a06 21•00. 9
4M
APPROVAL BY ASSISTANT CITY MANAGER
PRINT: Sandra Bridgeman
SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER (END
USER DEPARTMENT IF APPLICABLE)
PRINT: Nzeribc Ihekwaba
SIGNATURE:
RECEIVED BY CITY MANAGER
PRINT: Arthur Noriega V
SIGNATURE:
APPROVAL BY CITY CLERK
ONE _COPY TO:0ITY.ATTORNEY'SOFFICE
REMAINING:;.OR_ IG_ INAL`(S)'TO.ORIGINATING
DEPARTMENT -
PRINT: Todd Hannon
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
/
City of Miami
Office of the City Attorney
Legal Services Request
To: Pablo Velez Date: 7/28/20
Office of the City Attorney
From: Annie Perez
Contact Person
Director of Procurement
Title
Procurement
Requesting Client
305-416-1910
Telephone
Legal Service Requested:
To execute an Non -Exclusive Professional Services Agreement with IKE Smart City.
LLC for the Provision of Information and Emergency Kiosks.
Complete form and forward to the Office of the City Attorney or e-mail to Legal
Services. Do not assume that the Office of the City Attorney knows the background
of the question and/or issue, such as opinions on the same or similar issues, the
existence of relevant memos, correspondence, etc. Please attach to this form and/or
e-mail all pertinent information relating to the subject.
Once your request has been assigned, an e-mail will be sent to you with the
Assigned Attorney's name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules
Regulating the Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
❑ Issue opinion in writing.
❑ Publish opinion after issuance.
Authorized by: Annie Perez Date response requested by:
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by: Ultimate Client:
Comments: D / R Date:
Type:
Matrix:
Category:
Copy returned to Requesting Client
Copy to Ultimate Client
rev. 04/14/2017
AGENDA ITEM SUMMARY FORM
File ID: #7392
Date: 04/13/2020
Commission Meeting Date: 04/23/2020
Type: Resolution
Subject: Bid Waiver - Emergency Kiosks
Purpose of Item:
Requesting Department: Department of
Resilience and Public Works
Sponsored By:
District Impacted: All
A Resolution of the Miami Commission, with attachment(s), by a four -fifths (4/5ths)
affirmative vote, after an advertised public hearing, ratifying, confirming, and approving
the City Manager's recommendation and written findings, attached and incorporated as
Exhibit "A", pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as
amended; waiving the requirements for competitive sealed bidding methods as not
being practicable or advantageous to the City of Miami ("City") for the provision of
information and emergency kiosks, with IKE Smart City, LLC (IKE Smart City"), as
approved by the City Commission; authorizing the City Manager to negotiate and
execute an agreement between the City and IKE Smart City, in substantially the
attached form; further authorizing the City Manager to negotiate and execute all other
documents, including any amendments, renewals, and extensions subject to
allocations, appropriations and budgetary approval having been previously made, and in
compliance with applicable provisions of the Code of the City of Miami, Florida, as
amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -
deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City
Code, in a form acceptable to the City Attorney, and in compliance with applicable
regulations, as may be necessary for said purpose.
Background of Item:
The City of Miami ("City'), is a major port city which leads in finance, commerce, culture,
media, innovation, entertainment, the arts, and international trade categories. The
City's current population is approximately 467,085, with millions of visitors that transit
through the City. It is in the best interest of the City to access a contract in which the
provider manufactures, installs, operates and maintains ADA compliant Kiosks in the
public right-of-way, principally on sidewalks and other public areas. It is the desire of
the City that the kiosks not only help to improve the experience of its visitors and
residents, but also pique the curiosity of the residents and visitors by encouraging
sustainability through promotion of awareness, understanding and adapting to a paper
free City.
The Kiosks will provide, but not limited to, the following:
1. Information on transit options;
2. Wayfinding information to landmarks, museums, restaurants, retail stores and other
small businesses;
3. Information on local events;
4. Serve as a dissemination point for City messages including emergencies;
5. Serve as a surveying tool to solicit feedback from residents and visitors;
6. Generate revenue through advertising;
7. Provide free Wireless Fidelity ("Wi-Fi"); and
8. Free emergency 911 calls/ fitted with Tight to signal emergency.
Budget Impact Analysis
Item is Related to Revenue
Item is NOT funded by Bonds
Total Fiscal Impact:
<Insert Account information Here>
Department of Procurement
Office of Management and Budget
Office of Management and Budget
Office of Management and Budget
Department of Resilience and Public
Review Completed
City Manager's Office
Legislative Division
City Manager's Office
Office of the City Attorney
Office of the City Attorney
Office of the City Attorney
City Commission
Legislative Division
Office of the City Attorney
Office of the City Attorney
Office of the City Attorney
Office of the City Clerk
Reviewed By
Annie Perez
Carolina Aguila
Denise Lee
Christopher M Rose
Works
04/14/2020 7:02 PM
Sandra Bridgeman
Valentin J Alvarez
Arthur Noriega V
Pablo Velez
Barnaby L. Min
Victoria Mendez
Nicole Ewan
Valentin J Alvarez
Pablo Velez
Barnaby L. Min
Victoria Mendez
City Clerk's Office
Department Head Review
Budget Analyst Review
Budget Analyst Review
Budget Review
Alan M. Dodd
Assistant City Manager Review
Legislative Division Review
City Manager Review
ACA Review
Deputy City Attorney Review
Approved Form and Correctness
Meeting
Legislative Division Review
ACA Review
Deputy Attorney Review
Approved Form and Correctness
Rendered
with Modification(s)
Completed
Skipped
Skipped
Completed
Department Head
04/13/2020 1:50 PM
04/14/2020 5:21 PM
04/14/2020 8:43 AM
04/14/2020 5:28 PM
Completed 04/14/2020 7:29 PM
Completed 04/14/2020 7:49 PM
Completed 04/14/2020 8:37 PM
Completed 04/14/2020 9:21 PM
Completed 04/14/2020 9:30 PM
Completed 04/14/2020 9:37 PM
Completed 04/23/2020 9:00 AM
Completed 05/01/2020 1:50 PM
Completed 05/01/2020 2:39 PM
Completed 05/01/2020 3:22 PM
Completed
Completed 06/16/2020 9:36 AM
t-Op
* ncan IIIIII *
S II Il
!0 R
City of Miami
Legislation
Resolution
Enactment Number: R-20-0119
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 7392 Final Action Date:4/23/2020
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A
FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC
HEARING, RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S
RECOMMENDATION AND WRITTEN FINDINGS, ATTACHED AND INCORPORATED
AS EXHIBIT "A", PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY
OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"); WAIVING THE
REQUIREMENTS FOR COMPETITIVE SEALED BIDDING METHODS AS NOT BEING
PRACTICABLE OR ADVANTAGEOUS TO THE CITY OF MIAMI ("CITY") FOR THE
PROVISION OF INFORMATION AND EMERGENCY KIOSKS WITH IKE SMART CITY,
LLC, A FOREIGN LIMITED LIABILITY COMPANY AUTHORIZED TO CONDUCT
BUSINESS IN THE STATE OF FLORIDA ("IKE"), FOR AN INITIAL TERM OF SEVEN
(7) YEARS, A FIRST RENEWAL TERM OF ANOTHER SEVEN (7) YEARS, AND A
SECOND AND FINAL RENEWAL TERM OF SIX (6) YEARS; AUTHORIZING THE
CITY MANAGER TO NEGOTIATE AND EXECUTE A NONEXCLUSIVE AGREEMENT
BETWEEN THE CITY AND IKE, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS,
RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS,
APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, IN COMPLIANCE
WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S
PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL
INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY
CODE, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS AS
MAY BE DEEMED NECESSARY FOR SAID PURPOSE.
WHEREAS, the City Manager has determined that it is not practicable or advantageous
for the City of Miami ("City") to adhere to competitive sealed bidding methods for the provision
of information and emergency kiosks and, therefore, seeks a bid waiver for such requirements;
and
WHEREAS, the City is not just a major port city which leads in finance, commerce,
culture, media, innovation, entertainment, the arts, and international trade categories, but also
has a current population of approximately 467,085 residents and millions of daily visitors; and
WHEREAS, it is in the best interest of the City to enter into a Nonexclusive Agreement
pursuant to Section 54-9 of the Code of the City of Miami, Florida, as amended ("City Code"),
with IKE Smart City, LLC, a foreign limited liability company authorized to conduct business in
the State of Florida ("IKE"), for the manufacture, installation, operation, and maintenance of
Americans with Disabilities Act ("ADA") complaint information and emergency kiosks in the
public right-of-way, principally on sidewalks and other public areas, for an initial term of seven
(7) years, a first renewal term of another seven (7) years, and a second and final renewal term
of six (6) years; and
WHEREAS, said kiosks will not only help to improve the experience of the City's
residents and visitors, but will also pique the curiosity of the same by encouraging sustainability
through the promotion of awareness, understanding, and adaptation to a paper -free City; and
WHEREAS, said kiosks will also provide information on, among other things, transit
options and local events; will offer wayfinding to landmarks, museums, restaurants, retail stores,
and other small businesses; will serve as a dissemination point for City messages, including
emergencies; will offer a surveying tool to solicit feedback from residents and visitors; will
generate revenue through advertising; and will provide free Wireless Fidelity ("Wi-Fi") and
emergency 911 calls, inclusive of emergency signal lighting; and
WHEREAS, the City Manager will negotiate a revenue share of forty percent (40%) of
gross advertising revenues for the life of the Nonexclusive Agreement, including the initial term,
and any renewals and extensions thereof; and
WHEREAS, the gross advertising revenue share the City receives has been restricted
such that seventy-five percent (75%) of that gross advertising revenue will go towards the City's
General Fund and the remaining twenty-five percent (25%) of that gross advertising revenue will
be allocated to the following City organizations proportionate to the number of kiosks installed
within each of their respective boundaries: the Omni Redevelopment District Community
Redevelopment Agency, the Southeast Overtown/Park West Community Redevelopment
Agency, the Wynwood Business Improvement District, the Coconut Grove Business
Improvement District, and the Downtown Development Authority; and
WHEREAS, such restrictions above do not trigger the distributions to the Transportation
Trust Fund pursuant to Section 35-254 of the City Code; and
WHEREAS, the Bayfront Park Management Trust and the properties within its control
and the abutting sidewalks are not listed among the City organizations above and may enter
into a nonexclusive agreement of its own concerning the provision and the placement of
information and emergency kiosks located within the managed properties and sidewalks
abutting Bayfront Park; and
WHEREAS, pursuant to Section 18-85(a) of the City Code, the City Manager has waived
competitive sealed bidding methods via a written finding with reasons supporting the same; and
WHEREAS, said bid waiver requires ratification, confirmation, and approval by the City
Commission by a four -fifths (4/5ths) affirmative vote after an advertised public hearing;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained In the Preamble to this Resolution are
adopted by reference and incorporated as fully set forth in this Section.
Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing,
the City Manager's recommendation and written findings, attached and incorporated as Exhibit
"A", pursuant to Section 18-85(a) of the City Code, waiving the requirements for competitive
sealed bidding methods as not being practicable or advantageous to the City for the provision of
information and emergency kiosks with IKE for an initial term of seven (7) years, a first renewal
term of another seven (7) years, and a second and final renewal term of six (6) years are
ratified, confirmed, and approved.
Section 3. The City Manager is authorized' to negotiate and execute the Nonexclusive
Agreement between the City and IKE, in a form acceptable to the City Attorney, for said
purpose.
Section 4. The City Manager is further authorized1 to negotiate and execute any and all
other documents, including any amendments, renewals, and extensions, subject to all
allocations, appropriations, and prior budgetary approvals, in compliance with all applicable
provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act,
and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, all in a form
acceptable to the City Attorney, and in compliance with all applicable laws, rules, and
regulations as may be deemed necessary for said purpose.
Section 5. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
ndez, ity ' ttor ley ) 4/14/2020
Pursuant to the resolution, this item became effective immediately upon adoption by the Commission.
1 The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
NON-EXCLUSIVE PROFESSIONAL SERVICES AGREEMENT
By and Between
The CITY of Miami, Florida
And
Contractor
This Non -Exclusive Professional Services Agreement ("Agreement"). is entered into this
day of , 2020 by and between the City of Miami, a municipal corporation of
the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130
("CITY"), and, IKE Smart City, LLC, a foreign limited liability company authorized to conduct business
in: the state of Florida, whose principal address is 250 N Hartford Ave. Columbus, Ohio 43222,
hereinafter referred toas the ("Contractor").
BACKGROUND INFORMATION
A. The Contractor is engaged in the development, installation, operation and maintenance
ofinteractive wayfinding platforms, including IKE Kiosks (as hereinafter defined).
B. The CITY and the Contractor desire to coordinate efforts to implement the deployment
of IKE Kiosks within the CITY, in and on: the Locations (as hereinafter defined), all in
accordance with the terms set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for goodand valuableconsideration, the receipt and sufficiency
of which are hereby acknowledged, CITY and Contractor hereby agree as follows:
1.. Incorporation of Background Information. The foregoing background.
information is hereby incorporated and made a part of this Agreement.
2. Definitions,
a. "CITY" means the CITY of Miami.
b. "CITY Locations" means Locations situated on property located within
the right-of-way or otherwise on property owned or leased by the CITY..
c. "Contractor .Ttellectuai Property" or "(Contractor-IP)" means the
Contractor's patents, registered designs and 'trademarks; together with applications
therefor and copyrightsof any kind.
d. "Confidential Information of the Contractor" means data and information of
the Contractor that is disclosed to the CITY in anticipation of or pursuant to this
Agreement, which is clearly labeled "Confidential," and any law that requires
confidentiality of said information shall be asserted by the Contractor: The Florida
Sunshine law as set forth in Chapter 119 of Florida Statutes, as amended, mandates
public access to certain public records. However, information disclosed pursuant to this
Agreementmay contain technical, financial background or other data, public disclosure
of which would cause substantial injury to the Contractor's competitive position or
constitute a trade secret. If the Contractor has a good faith belief that information it
discloses to the CITY is protected under the Florida Sunshine law, it shall clearly identify
the information in bold face at the top of each page of any document "IKE Smart City,
LLC believes that the Information is protected from disclosure under the Florida Sunshine
law." The CITY assumes no liability for disclosure of information so identified, provided
the CITY has made a good faith legal determination that the information is not protected
from disclosure under applicable law or is required to comply with an order or judgment
of a court of competent jurisdiction.
e. "Data" means all information derived from IKE Kiosk usage including traffic,
pedestrian counts, usage information, survey information, police notifications, personally
identifiable information and any other information collected by the IKE Kiosks at the time of
installation or anytime thereafter, including information collected from cameras. Data also
means all information derived from CITY and other_sources consumed and presented by
IKE Kiosks which may or may not be the intellectual property of the CITY or other third
party.
f. "Defaced Damage" means cosmetic damage to an IKE Kiosk that does not
include physical damage to the kiosk such as graffiti.
g. "Directed Content" means any and all content provided to Contractor by
CITY for display on IKE Kiosks or created by the Contractor at the direction of the CITY
including any content on which CITY-IP may appear. Directed Content specifically
excludes custom application development.
si
h. "Fiscal Quarter's, means the periods between and including (i) January 1-
through March 31`'' , (ii) April 1- through June 30'-" , (iii) July 1s` through September 3011 and
(iv) October 1 through December 31 St.
"Sunshine laws'_ means Section 119 of the Florida Statutes, applicable to any
public request requiring certain records or documents to be open or available to the public, or
otherwise known as "Sunshine Law".
j. "Gross Revenue" means the total revenue earned by the Contractor in
connection with the sale of advertisements on the IKE Kiosks on CITY Locations.
k. "IKE Kiosks" means the interactive media kiosks operated by the Contractor
for the purpose of displaying digital content, and which may provide, without limitation, those
services and applications as set forth on Exhibit "B." The IKE Kiosks are referred to
individually as an "IKE Kiosk".
"Installation Work" means all work performed by the Contractor to install an
IKE Kiosk at a Location, including any and all work necessary to bring electrical service or
fiber optic cable to that Location.
m. "Interactive Mode" means the condition of an IKE Kiosk during any period
in which a user is actively engaging the IKE Kiosk.
n. "Locations" means collectively those locations on which the IKE Kiosks may
be installed by Contractor, subject to change as set forth in this Agreement. The Locations
are referred to individually as a "Location".
o. "Malicious Damage" means the deliberate physical damage to an IKE
Kiosk.
p. "Operational Date" means the date on which any one IKE Kiosk is installed
and capable of carrying advertisements and performing the functions and services 'set
forth in this Agreement.
q. "Passive Mode_' means the condition of an IKE Kiosk during any period in
which no users are actively engaging the IKE Kiosk.
r. "Phase" has the meaning set forth in Exhibit "A."
s. "Reconciliation Statement" means a statement showing all Gross Sales
earned in a calendar year.
t. "Revenue Share" means the amount paid by the Contractor to CITY for the
ability to use encroachment, special use, or other permits granted to it by the CITY for the
placement of IKE Kiosks; CITY's partnership in content development for IKE Kiosks; and
CITY's advice on locations where IKE Kiosks shall be placed, as set forth in Exhibit "A,"
u. "Reauired Approvals" means any and all governmental approvals, permits,
franchise agreements and entitlements the Contractor or CITY deems necessary for the
installation and operation of IKE Kiosks.
v. "Software" means any and all software used in the operation of the IKE
Kiosks.
w. "Soot" means a discrete unit of time during Passive Mode when content
may be displayed on IKE Kiosk screens.
x. "CITY-IP" means the CITY's patents, registered designs and trademarks,
together with applications therefor and copyrights of any kind.
y. "Term" means the period in which the Contractor may install and operate
the IKE Kiosks, as set forth in Exhibit "A:"
z. "Utility Assistance" means Contractor shall be responsible for working with
local power and data providers and other local entities to: (a) minimize or eliminate
connection fees; (b) facilitate connection to existing public or private power infrastructure,
such as festival lights, traffic lights, street lights, vehicle charging stations, kiosks, or spare
or unused circuits, wires, or conduits; (c) allow and/or minimize the need for new trenching,
long power runs and street closures subject to Required Approvals; (d) assist with
identifying local general contractors and private utility consultants and obtaining access to
infrastructure plans or drawings; (e) assist with identifying and obtaining all relevant
permits; and (f) assist by providing a public works representative as needed who is
knowledgeable on rights -of -way projects with electrical and data infrastructure and who
can provide insight on previous projects involving power or data acquisition and who can
coordinate street and sidewalk work as needed and provide support to construction
personnel.
3. Grant of Rights, The parties agree that Contractor shall be solely responsible for
submitting and obtaining any and all applications for permits and other Required Approvals. CITY
shall not be responsible for the submission or approval of any permits or for obtaining any Required
Approvals.
4. Deployment Prior to the submission of the applications for the Required
Approvals, CITY and the City's Director of Resilience and Public Works Department ("Public
Works") shall meet with the Contractor to discuss the number and specific sites for the Locations
and the development of a deployment schedule for the IKE Kiosks. Upon agreement, the
Contractor shall apply for all Required Approvals. CITY, the City's Director of Public Works and
the Contractor shall agree upon all deployment schedules and Locations promptly following the
execution of this Agreement. Locations shall be approved by the CITY and permits shall be issued
by the required CITY departments (Public Works, Building, Real Estate and Asset Management).
Installation may begin immediately following obtaining all Required Approvals. CITY and the
Contractor acknowledge and agree that some of the Locations shall include sites within
underserved neighborhoods within the City, as agreed upon in connection with the deployment
schedule. With respect to the first fifty (50) Locations for deployment (the "Initial Locations"), the
Contractor agrees that up to ten percent (10%) of the Initial Locations where IKE Kiosks are
deployed may be in underserved areas as identified by the CITY. With respect to the total number
of Locations that exceed fifty (50) (the "Additional Locations"), the Contractor agrees that at least
twenty percent (20%) of the Additional Locations where IKE Kiosks are deployed may be in
underserved areas as identified by the CITY. By way of example only, if there are a total of one
hundred fifty (150) Locations, then the total number of Locations in underserved areas will be 25
(arrived at using the following formula: 50 x .1 plus 100 x .2).
5. Term, The Term of this Agreement, and the rights and obligations of the parties set
forth herein, shall begin on the Effective Date and continue for the period set forth on the attached
Exhihit "A."
6. Revenue Share. From and after the Operational Date for each IKE Kiosk and
through the end of the Term, the Contractor shall pay to CITY the Revenue Share in accordance
with the terms set forth on the attached Exhibit "A." All payments of the Revenue Share shall be
made at CITY's address as set forth in Section 25 of this Agreement, or at such other address as
may be designated by CITY.
7. Required Approvals, The Contractor shall bear all responsibility, costs, and
expenses associated with obtaining any and all Required Approvals. The Contractor shall submit
applications for the Required Approvals to the appropriate CITY Departments to obtain the right to
install at least fifty (50) IKE Kiosks in the public Right of Way for the Term of this Agreement within
twelve (12) months after the date on which this Agreement is fully executed (the "Application
Date"), subject to extension as set forth herein. Contractor's installation of the IKE Kiosks shall be
pursuant to the Code of the City of Miami, Florida, as amended, and subject to all Public Works
requirements concerning the total number of IKE Kiosks that will be permissible and the minimum
distance between the same. If the Contractor fails to submit the applications by the Application Date,
CITY may terminate this Agreement by written notice to the Contractor within thirty (30) days after
the Application Date, as extended hereby, for the termination to be effective. Additionally, the
Application Date shall be extended on a day for day basis for each day the Contractor is delayed
in submitting its applications due to a "Delay Event". The term "Delay Event" shall refer to delays
attributable to any of the following: (a) delays in obtaining a utility provider's cooperation in
identifying locations for power to ensure relatively short connection lines and establishing
reasonable connection fees; (b) failure of the parties to timely identify Locations pursuant to Section
4, above. The Contractor shall promptly notify CITY in writing of any delays attributable to a Delay
Event within ten (10) days of a Delay Event.
8. Installation Work, Upon receipt of the CITY's approval of the Plans and issuance
of all Required Approvals, the Contractor shall work diligently to install the IKE Kiosks in
accordance with an installation schedule prepared by the Contractor and agreed to by CITY. All
Installation Work shall be paid for by the Contractor. The Contractor shall perform the Installation
Work in a good and workmanlike manner and in compliance with all applicable laws, regulations
and rules as well as the Required Approvals.
9. Utility Services, The Contractor shall pay all costs associated with bringing
utility services and telecommunications services to each Location, including any and all costs
associated with negotiating and obtaining access rights across private property in connection
with the same.
10. Confidentiality.
a. The Contractor, and the CITY, each acknowledge that they have agreed
to take all reasonable precautions and actions: (a) to hold all Confidential Information of the
Parties in confidence, unless disclosure is required by applicable law; and (b) to provide the
Confidential Information of a disclosing Party only to the receiving Party's directors, officers,
employees and agents who are directly concerned with the activities and who have agreed to
keep the disclosing Party's Confidential Information in confidence under confidentiality terms at
least as strict as those allowed by law. Further, each Party agrees to: (i) advise its directors,
employees, and agents of the proprietary nature of the Confidential Information and the terms
and conditions of this Agreement; and (ii) use all reasonable safeguards to prevent the
unauthorized use or disclosure of Confidential Information. The Contractor and the CITY agree
to promptly notify the other upon any breach of confidentiality by such Party or any of its agents,
and to take all reasonable steps to minimize the effect of such breach. The Contractor and CITY
agree not to use any Confidential Information except as expressly agreed.
b. The provisions of this Section 10(a) shall not apply to any information of
the disclosing Party that: (i) is known by the receiving Party prior to the advent of consideration
of a relationship between the Parties as shown through the receiving Party's written records; (ii)
is generally known and available in the public domain or becomes part of the public domain
through no fault of the receiving Party; (iii) is rightfully received by the receiving Party without
restriction from a third party that is under no obligation of confidentiality to the disclosing Party
as shown in the receiving Party's written records; or (iv) was independently developed by or for
the receiving Party by persons without access to any Confidential Information of the disclosing
Party as can be properly documented in the receiving Party's written records. In addition, if the
receiving Party is required to disclose Confidential Information of the disclosing Party to a court
or other government body of competent jurisdiction, the receiving Party shall provide written
notice to the disclosing Party that such disclosure is required and the receiving Party shall limit
its disclosure to that which the receiving Party is advised by its counsel it is legally required to
disclose, and the receiving Party shall not interfere with the disclosing Party's efforts to obtain
an appropriate protective order or other reasonable assurance that confidential treatment will be
accorded such information, which protective order or other reasonable assurance the disclosing
Party shall obtain at its sole cost and expense.
11. Jntellectual Property.
CITY acknowledges that the Contractor and/or certain other parties with whom the Contractor has
licenses (collectively, "Contractor Licensors") own, license and/or distribute certain inventions,
discoveries, processes, know-how, trade secrets, copyrights, improvements and other intellectual
property, which are owned by, or have been developed by, the Contractor or the Contractor
Licensors (the "Contractor-IP"). CITY and the Contractor agree that the Contractor or Contractor
Licensors, as the case may be, are and at all times shall remain the sole and exclusive owners of
Contractor-IP, whether or not any such Contractor-IP is specifically adapted by the Contractor in
connection with the Contractor contributions. CITY and the Contractor further agree that any
improvements or modifications to Contractor-IP which are used, improved, modified, or developed
by the Contractor or CITY (solely or jointly) and do not include or utilize the CITY's Confidential
Information (the "Contractor-IP Improvements") are and at all times shall remain the sole and
exclusive property of the Contractor or the Contractor Licensors, as the case may be, and, to the
extent CITY may otherwise claim an ownership interest therein, are hereby assigned to the
Contractor or the Contractor Licensors, as applicable. For avoidance of doubt, all IP not specified
or claimed by CITY is owned by the Contractor and shall be included in the definition of Contractor-
IP. CITY represents and warrants that it owns, licenses or otherwise has the legal right to provide
to the Contractor the CITY-IP. CITY and the Contractor agree that the CITY is the sole and exclusive
owner of CITY-IP. CITY and the Contractor further agree that any electronic conversions or other
improvements or modifications to CITY-IP that are developed by the Contractor (solely or jointly)
as a result of this Agreement and do not include or utilize the Contractor's Confidential Information
or the Contractor-IP (the "CITY-IP Improvements") are and at all times shall remain the sole and
exclusive property of the CITY, and, to the extent the Contractor may otherwise claim an ownership
interest therein, are hereby assigned to the CITY. Subject to the terms and conditions of this
Agreement, CITY grants to the Contractor a non-exclusive license to permit the Contractor to use
CITY-IP and CITY-IP Improvements in connection with the IKE Kiosks.
12. Advertisements. Contractor will use commercially reasonable efforts to fill
Spots not dedicated to Directed Content with paid advertisements ("Advertising Spots"). If any
Advertising Spots remain unsold by the time that such Advertising Spots are scheduled to be
shown on the IKE Kiosk screen, the CITY may elect to have Directed Content appear during
such Advertising Spot, at no cost to CITY. CITY shall make such election by providing to the
Contractor, at the beginning of each month of the Term, written notice as to whether CITY
desires any and how many unsold Advertising Spots for that month and shall provide to the
Contractor the Directed Content that should be used during such unsold Advertising Spots.
During each month of the Term, as and when there are unsold Advertising Spots and if such
election is made by CITY, the Contractor shall display the provided Directed Content during
such unsold Advertising Spots.
13. Covenants of the Contractor,
a. Repair. Maintenance, and Temporary Removal, The Contractor shall
maintain the IKE Kiosks in good and operable condition, reasonable wear and tear
excepted. The Contractor shall begin all work necessary to repair any damage to the
IKE Kiosks within twenty- four (24) hours after receipt of written ore -mail notice of the
need for such repairs and shall provide the City's Director of Resilience and Public
Works Department, the Department of Real Estate and Asset Management ("DREAM")
or other CITY designee with a status or update within twenty- four (24) hours after
beginning such work. If the repair does not require a replacement of the IKE Kiosk, the
Contractor shall use best efforts to complete the same within three (3) business days
after beginning such work. If the repair requires a replacement of the IKE Kiosk, the
Contractor shall: (a) remove the IKE Kiosk within five (5) business days and cap any
utility connections to make the Location safe for pedestrians; and (b) use best efforts
to complete the replacement work within forty-five (45) days after beginning such work.
In either event, the Contractor shall perform such repair and replacement work as
reasonably necessary throughout the Term to ensure the IKE Kiosks are capable of
operating for their intended purposes. No failure to complete repairs within a specific time
period shall constitute a default on behalf of Contractor so long as the Contractor is
diligently pursuing repair of the IKE Kiosk and providing weekly status updates to the City's
Director of Resilience and Public Works Department or other CITY designee. . During the
repair period the Contractor shall make the area safe as directed by the CITY.
The Contractor shall employ standard operating procedures with respect to the IKE Kiosks
that includes (i) daily visits to each IKE Kiosk to ensure the IKE Kiosks are maintained in a
clean manner and to remove any Defaced Damage thereon, with the understanding that
the Contractor shall only be required to perform any work necessary to clean or remove
Defaced Damage no more than five (5) days per calendar week and the Contractor shall
have no obligation' to check or clean the IKE Kiosks on nationally recognized holidays or
during inclement weather, and (ii) electronic monitoring shall take place seven (7) days per
week. The Contractor shall engage one or more small or minority -owned business(es)
located within the City to perform the above -required maintenance work on the IKE Kiosks,
provided such a business is available and qualified to perform these requirements,
charges commercially reasonable rates for performance of the maintenance work and does
so in a manner satisfactory to the Contractor in its sole, but reasonable discretion. If no
such business exists within the City or if any such business does exist but does not perform
as required, the Contractor may engage any business of its choosing. The Contractor may
at its sole discretion permanently remove an IKE Kiosk from a Location after five (5)
incidents of Defaced Damage or after the three (3) incidents of Malicious Damage and such
removal shall not be considered a failure to maintain or perform, breach of this Agreement,
or breach of agreed upon deployment plans. Upon removal, the Contractor shall restore
the area as required by the City.
When construction activities undertaken by the CITY in the right-of-way necessitate the
temporary removal of an IKE Kiosk from a Location, the CITY shall give Contractor at least
ten (10) business days' prior written notice of the date for removal; provided, however, ten
(10) business days' prior notice shall not be required if removal is necessary in response to
an event of emergency, and in such event, the CITY shall endeavor to provide reasonable
prior written notice of the need for removal and the parties shall cooperate to ensure the
IKE Kiosk is removed as soon as reasonably practicable thereafter. Contractor shall perform
the work necessary to remove the IKE Kiosk. Upon the Location becoming available, the
CITY shall notify the Contractor, and the Contractor may elect anytime thereafter to reinstall
the IKE Kiosk.
b. Performance Requirements. The Contractor shall ensure that each IKE
Kiosk and the applications thereon are functional and available for use for their intended
purposes at least ninety five percent (95%) of the time that such IKE Kiosk is installed and
operational at a Location, not including downtime associated with maintenance or
upgrades. Additionally, the Contractor shall ensure that the emergency features on each
IKE Kiosk are functional and available for use at least ninety nine percent (99%) of the time
that such IKE Kiosk is installed and operational at a Location, not including downtime
associated with maintenance or upgrades. During any scheduled maintenance or upgrades
to the Software or other components of the IKE Kiosks, the screens on the IKE Kiosks shall
display a message notifying users that the IKE Kiosk is temporarily unavailable for use due
to maintenance or upgrades. The Contractor shall not permit any flashing lights or flashing
text on the user interface of the IKE Kiosks.
c. Compliance with Laws. The Contractor shall comply with all federal, state
and municipal laws, order, rules and regulations, including all privacy laws, applicable to
the use of the IKE Kiosks, the collection of Data thereby, including any personally
identifiable information and the display of advertising and other content thereon.
d. CITY Content. As and when requested by CITY, the Contractor shall meet
with CITY to discuss the development of Directed Content for the IKE Kiosks. Directed
Content shall appear on the IKE Kiosks during the Interactive Mode and Passive Mode in
the frequencies and amounts as set forth on Exhibit "A." All such Directed Content must
comply the terms of this Agreement, including Exhibit "C," and if any such content violates
this Agreement or Exhibit "C," the Contractor may remove the violating content and notify
CITY thereof.
e. Advertising Content. Restrictions on advertising content are set forth in
Exhibit "C." attached hereto and incorporated herein. Transitions between advertisements
shall be limited to either fade or swipe transitions. The Contractor shall comply with all
applicable laws and/or regulations in its display of advertisements on the IKE Kiosks.
f. Liens. The Contractor shall be responsible for the satisfaction or payment
of any liens for any provider of work, labor, material or services claiming by, through, or
under the Contractor. The Contractor shall also indemnify, hold harmless and defend the
CITY against any such liens, including fees of attorneys. Such liens shall be discharged by
the Contractor within thirty (30) days after notice of filing thereof by bonding, payment or
otherwise, provided that the Contractor may contest, in good faith and by appropriate
proceedings, any such liens.
g. Design Reauirements and Accessibility. The Contractor shall ensure that the
design of the IKE Kiosks complies with the applicable provisions of the Americans with
Disabilities Act Accessibility Guidelines. Specifically, the IKE Kiosks shall include
accessibility touch functioning that enables the operative section of the touch screens to
lower for use by someone in a wheelchair and high contrast and large letter mode to assist
individuals with visual impairments. The Contractor shall implement all reasonable
accessibility features identified by the CITY. In the event that an accessibility feature cannot
be implemented on the current version of a deployed IKE Kiosk the Contractor shall make
a reasonable effort to implement the feature as part of the following IKE Kiosk upgrade. In
the event that a requested accessibility feature cannot be implemented by the Contractor,
the Contractor shall provide a written explanation of why the accessibility feature cannot
be implemented and/or is not reasonable.
h. Privacv and Security.
1. End User Data: PII. For the purposes of this Agreement, "End User"
means a member of the general public utilizing the IKE Kiosks and/or Software at
a Location. "PII" means personally identifiable information of an individual as such
term is defined by applicable federal law.
2. Privacv. Contractor shall fully comply with the terms of its published
Privacy Policy. Notwithstanding the Privacy Policy as stated in Exhibit "D," all
provisions of this Agreement shall remain in effect, unless amended by the mutual
written agreement of the Parties, and this Agreement shall control in the event of any
conflict with the Privacy Policy. The Contractor shall notify CITY in writing of any
changes to the Contractor's Privacy Policy and work with the CITY via the CITY's
Director of Resilience and Public Works Department to overcome any concerns or
issues associated with the changes. The CITY acknowledges and agrees that the
Contractor may use or otherwise disclose aggregated or anonymized Data of
End Users to any third party as the Contractor determines is reasonably
necessary to facilitate or enhance the use of the services offered by the IKE
Kiosks or to create additional services or features for the IKE Kiosks or as
requested by the CITY, in connection with the improvement, enhancement,
development or deployment of CITY services or public safety.
14. Covenants of CITY.
a. Directed Content. From and after the date on which the IKE Kiosks are
installed at the Locations, CITY shall work with the Contractor in good faith to create
Directed Content for the IKE Kiosks. CITY shall promptly and thoroughly provide
information requested by and answer any and all questions from, the Contractor
regarding the development of any Directed Content. CITY via the City's Director of
Resilience and Public Works Department or equivalent shall promptly respond to any
requests for approval of Directed Content and shall communicate any objections to such
content clearly and in writing. If the Directed Content contains any third -party advertising,
such advertising is subject to the reasonable approval of the Contractor and shall not,
conflict with the content restrictions and other terms set forth in this Agreement.
Additionally, CITY shall not sell any rights to the Directed Content or Spots allocated to
the CITY Directed Content hereunder.
15. Property Ownership, CITY acknowledges that the IKE Kiosks, the Software,
including any enhancements thereto regardless which party generated the enhancements,
the Contractor IP and any intellectual property rights in and to any of the content created by
the Contractor and displayed thereon, including Directed Content shall belong to the
Contractor. Notwithstanding the foregoing, the Contractor acknowledges that any CITY-IP
shall belong to the CITY, as applicable, and except for the manner in which such CITY-IP is
used in conjunction with the Software and IKE Kiosks, no CITY-IP shall become or be deemed
the property of Contractor. Each Party shall do all such acts and things as the other Party may
reasonably require for the purpose of preserving or perfecting the foregoing. CITY shall
promptly notify the Contractor and the Contractor shall promptly notify CITY of any
infringement or unauthorized use of the IKE Kiosks, the Software, any Contractor IP or any
content created for the IKE Kiosks, including Directed Content, of which it becomes aware
and will cooperate fully to take all actions necessary to terminate such infringing or
unauthorized use. The Contractor and CITY agree, at their sole cost and expense, to take all
actions necessary to maintain ownership of their respective logos, trademarks and other
marks during the Term.
16. insurance, The Contractor shall obtain and keep in full force and effect, at its
sole cost and expense, comprehensive general liability and property damage insurance
against claims for bodily injury, disease, illness or death and for injury to or destruction of
property arising from the Contractor's use of Locations. Such insurance to afford protection to
a limit of not less than Three Million Dollars and Zero Cents ($3,000,000.00) with respect to
bodily injury, disease, illness or death suffered by any one person and with respect to damage
to or destruction of property arising out of any one accident. Each policy or policies of
insurance shall name the Contractor as insured and the CITY as additional insureds, as their
interests may appear. The Contractor shall deliver certificates of insurance, and such other
evidence of continued insurance coverage in accordance with this Section to the CITY prior
to commencing any Installation Work or other work at the Locations. All insurance policies of
the Contractor required by this Agreement shall be obtained with insurers with an A.M. Best
Rating or its equivalent of A -VW or better. Upon request, the Contractor shall promptly deliver
copies of such insurance policies, or certificates of insurance evidencing that the Contractor is
maintaining the insurance coverages required by this Agreement.
17. indemnification. Contractor shall indemnify, hold/save harmless, and defend at
its own cost and expense, CITY, its agencies and instrumentalities such as its elected and
appointed officials, agents, servants and employees (in this Section collectively referred to as the
"CITY") from and against any claim, demand or cause of action of whatsoever kind or nature arising
out of the intentional misconduct, negligence, or gross negligence of Contractor, its agents,
servants or employees, in the performance of its obligations pursuant to this Contract, a third party
claim that the IKE Kiosks or any component thereof infringes or violates any intellectual property
right of any person, and/or of Contractor's failure to comply with any applicable federal, state,
county or CITY law, code, rule or regulation applicable to Contractor's responsibilities under this
Agreement including, without limitation all applicable laws, codes, statutes, rules, or regulations.
This indemnity, hold harmless and duty to defend is equally applicable to all costs, losses and
expenses, including but not limited to, damages to persons or property, judgments, attorney's fees,
paralegal expenses, and court costs at all administrative, regulatory, trial and appellate levels
arising out of or in connection with this Agreement. The Parties understand and agree that the
covenants and representations relating to this indemnification provision shall serve the term of this
Agreement and continue in full force and effect as to the Contractor's responsibility to indemnify,
hold harmless and defend the CITY, and shall survive the cancellation or expiration of the Contract,
as referenced above, as applicable. Contractor shall indemnify, defend, and hold CITY, harmless
for any negligent acts of Contractor or for any violation of any intellectual property laws, intellectual
property rights, contracts or laws, codes, statutes, rules, or regulations.
18. Representations and Warranties of CITY. CITY represents and warrants to
the Contractor the following:
a. Requisite Authority. CITY has the requisite power and authority to enter
into this Agreement, to grant the rights herein granted with respect to the Locations
subject to CITY approval as may be required, to perform its obligations hereunder and
to consummate the transactions contemplated hereby; and no further action on the
part of the CITY is necessary to authorize the execution and delivery by it, and the
performance of its obligations under this Agreement. CITY is not aware of any action,
waiver or consent by any governmental entity that is necessary to make this Agreement
a valid instrument binding upon CITY in accordance with its terms.
b. Execution and Delivery. CITY has duly executed and delivered this
Agreement and this Agreement constitutes the legal, valid and binding obligation of
CITY, enforceable in accordance with its terms.
c. No Violation: Absence of Defaults. Neither the execution and delivery by
CITY of this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any agreement or other instrument to which CITY is a party, or
result in a breach of, or constitute (with due notice or lapse of time or both) a default
under any such agreement or other instrument, or (ii) violate any law, administrative
regulation or rule or court order, judgment or decree applicable to CITY or by which
CITY is bound.
19. Representations and Warranties of the Contractor,
Requisite Authority. The Contractor has the requisite power and authority to
enter into this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby; and no further action on the part of the Contractor is
necessary to authorize the execution and delivery by it, and the performance of its
obligations under this Agreement.
Execution and Delivery. The Contractor has duly executed and delivered this
Agreement and this Agreement constitutes the legal, valid and binding obligation of the
Contractor, enforceable in accordance with its terms.
20. Default and Remedies,
a. Default. If either Party fails to comply with any term of this Agreement except
as contemplated by Section 20(b), and such failure is not cured within sixty (60) days after
receipt of written notice from the non -breaching Party of the same, or, if such failure is of a
nature that cannot reasonably be cured within such sixty (60) day period, and the breaching
Party has not cured after a reasonable amount of additional time has passed, the breaching
Party will be in default ("Default") with respect to this Agreement.
b. Service Default. If the Contractor deactivates all of the IKE Kiosks deployed
pursuant to this Agreement with the intention of ceasing to provide the services
contemplated by this Agreement and such deactivation continues for a period of thirty (30)
days after receipt of written notice from CITY thereof, then such deactivation shall be
referred to herein as a "Service Default". Notwithstanding the foregoing, the Contractor shall
not be deemed to be in Service Default if (1) the Service Default was caused by or in any
way connected with the acts or omissions of the CITY, its agencies, agents, employees,
contractors or representatives, or (2) the Service Default was unable to be cured within the
aforementioned thirty (30) day period due to Force Majeure.
c. Remedies, If a party is in Default as set forth in Section 20(a), above, the
non -breaching Party shall have the right to terminate this Agreement and seek such other
rights and remedies as may be available at law or in equity (the "Default Remedies"). If the
Contractor is in Service Default as set forth in Section 20(b), above, then CITY, as its sole
and exclusive remedy for the Service Default, may elect to terminate this Agreement and
receive from the Contractor, in total, the amount of One Million Dollars ($1,000,000.00) as
liquidated damages (the "Service Default Remedies"). The Parties hereby agree that if the
Contractor is both in Default and Service Default, the remedies available to CITY shall be
limited to the Service Default Remedies set forth above, and in such event, CITY hereby
waives its rights to pursue the Default Remedies.
21. Assignment,_Except as otherwise provided herein, neither this Agreement nor any
rights or obligations hereunder may be assigned by either Party without the prior consent of the other
Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing,
in the event (i) that substantially all operations of the Contractor are being transferred to (a) another
entity by way of merger, consolidation or sale of substantially all of the stock therein or assets
thereof, or (b) any person or entity which, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the Contractor, or (ii) there is a transfer
of outstanding capital stock or other listed equity interests in and to the Contractor through the "over-
the-counter" market or any recognized national or international securities exchange, the consent of
CITY shall not be required, provided the acquiring entity, if applicable, shall agree to assume and
perform all of the duties, and obligations of the Contractor hereunder. Notwithstanding anything
contained in this Agreement to the contrary, neither the consent of the CITY shall be required for a
collateral or conditional assignment of this Agreement to a lender of the Contractor, nor shall consent
of the CITY or approval be required in connection with the Contractor's entering into any equipment
financing or equipment leasing with respect to, or the granting of a security interest in and to, the
IKE Kiosks.
CITY shall assign this Agreement to a successor in the event CITY merges with or is
consolidated into another entity wherein CITY is no longer recognized as a separate and
independent body, and in such event the successor from such merger or consolidation will agree
to be bound by and comply with and perform pursuant to all of the terms, covenants and conditions
of this Agreement applicable to the CITY. The CITY may assign this Agreement to a different entity
if the entity will agree and is able to be bound by and comply with and perform pursuant to all of
the terms, covenants and conditions of this Agreement applicable to CITY.
22. Surrender. Upon the expiration of this Agreement, the Contractor shall remove all IKE
Kiosks, shall restore all Locations to their original conditions, and shall do all such work as may be
necessary to cap off the utilities that may have served the same.
23. Force Majeure, A "Force Majeure Event" shall mean an act of God, act of governmental
body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural
disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or
embargo. In the event that either party is delayed in the performance of any act or obligation pursuant
to or required by the Agreement by reason of a Force Majeure Event, the time for required completion
of such act or obligation shall be extended by the number of days equal to the total number of days, if
any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in
performance shall give notice to the other party specifying the anticipated duration of the delay, and if
such delay shall extend beyond the duration specified in such notice, additional notice shall be
repeated no Tess than monthly so long as such delay due to a Force Majeure Event continues. Any
party seeking delay in performance due to a Force Majeure Event shall use its best efforts to
rectify any condition causing such delay and shall cooperate with the other party to overcome any
delay that has resulted.
24. Casualty. If during the Term all or a material part of any IKE Kiosk is damaged by
a casualty, the Contractor shall have the option to terminate this Agreement with respect to such
IKE Kiosk by written notice given to CITY promptly after the occurrence of the casualty. All
insurance proceeds or other compensation for any such casualty shall belong to the Contractor,
and if the casualty was caused by Contractor or results from Contractor's negligence and also
damaged CITY property immediately surrounding the IKE Kiosk, Contractor shall use the funds as
necessary to repair the damaged CITY property.
25. Notice, All notices or other communications required under this Contract shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other Party at the address indicated herein or to such
other address as a Party may designate by notice given as herein provided. Notice shall be
deemed given on the day on which personally delivered; or, if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
TO THE CITY:
Arthur Noriega V
CITY Manager
444 SW 2nd
Avenue, 10th FI
Miami, Florida
33130
Victoria Mendez
CITY Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
444 SW 2nd
Avenue, 6th Floor
Miami, Florida 33130
TO CONTRACTOR:
Ike Smart CITY, LLC
250 N. Hartford
Avenue Columbus,
Ohio 43222
Attn: Chief Financial Officer
Copy to:
Kooperman, Mentel, Ferguson, Yaross
100 S. Fourth St., Suite 100
Columbus, Ohio 43215
Attn: Brian Kooperman
26. Governing Law, This Agreement shall be construed and enforced according to the
laws of the State of Florida. Venue in any proceedings between the Parties shall be in Miami -Dade
County, Florida. Each Party shall bear its own attorney's fees. Each Party waives any defense,
whether asserted by motion or pleading, that the aforementioned courts are an improper or
inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties
irrevocably waive any rights to a jury trial.
27. Counterparts and Electronic Signatures, This Agreement may be executed in
counterparts, each of which shall be an original as against either Party whose signature appears
thereon, but all of which taken together shall constitute but one and the same instrument. An
executed facsimile or electronic scanned copy of this Agreement shall have the same force and
effect as an original. The Parties shall be entitled to sign and transmit an electronic signature on
this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the Party whose name is contained therein. Any Party providing an electronic signature
agrees to promptly execute and deliver to the other Parties an original signed Agreement upon
request.
28. Drafting, This Agreement has been negotiated between the Parties and, for
construction purposes, shall not be deemed the drafting of any one Party.
29. Amendments: Invalidity, This Agreement may not be amended, waived or
discharged except by an instrument in writing executed by the party against which enforcement
of such amendment, waiver, or discharge is sought. The invalidity of any one of the covenants,
agreements, conditions or provisions of this Agreement or any portion thereof shall not affect
the remaining portions thereof or any part hereof and this Agreement shall be amended to
substitute a valid provision which reflects the intent of the parties as was set forth in the invalid
provision.
30. Exhibits, All exhibits referred to in this Agreement are incorporated in this
Agreement by reference and will be deemed part of this Agreement for all purposes as if set forth
at length herein.
31. No Joint Venture. Partnership. Agency, This Agreement will not be construed as
in any way establishing a partnership, joint venture, express or implied agency, or employer
employee relationship between CITY and the Contractor.
32. No Waiver, The failure of any Party to exercise any right hereunder, or to insist
upon strict compliance by the other Party, shall not constitute a waiver of either Party's right to
demand strict compliance with the terms and conditions of this Agreement
33. Survivaljhe provisions of this Agreement which, by their reasonable terms, are
intended to survive termination of this Agreement shall survive termination. In the event that this
Agreement is terminated or expires by its terms, such expiration or termination shall not affect any
liability or other obligation which shall have accrued prior to such termination.
34. Section Headings, The section headings herein are inserted only for
convenience and reference and shall in no way define, limit, or prescribe the scope or intent of any
provisions of this Agreement.
35. Usage of Terms, When the context in which words are used herein indicates that
such is the intent, words in the singular number shall include the plural and vice versa. All pronouns
and any variations thereof shall be deemed to refer to all genders.
36. Public Records: Contractor understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to CITY Agreements and in the
possession of the City, subject to the provisions of Chapter 119, Florida Statutes. Prior to disclosing
any Confidential Information in furtherance of a request made pursuant to Chapter 119 of the
Florida Statutes, the City shall provide to Contractor notice of such request and ample opportunity
for Contractor to dispute such disclosure in accordance with the provisions of Florida law, at its
own expense and at no cost to the CITY.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CITY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA
EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI
OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130.
THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
37. Audit and Inspection Rights and Records Retention: Contractor agrees to
provide access to the CITY or to any of its duly authorized representatives, to any books,
documents, papers, and records of Contractor relating to the sales of advertisements on the IKE
Kiosks, for the purpose of audit, examination, excerpts, and transcripts. The CITY may, at
reasonable times, and for a period of up to three (3) years following the date of final payment by
the CITY to Contractor under this Agreement, audit and inspect, or cause to be audited and
inspected, those books, documents, papers, and records of Contractor. Contractor agrees to
maintain any and all such books, documents, papers, and records at its principal place of business
for a period of three (3) years after final payment is made under this Agreement and all other
pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this
condition shall result in the immediate cancellation of this Agreement by the CITY. The CITY shall
not be permitted to make copies of any books, documents, papers and records of Contractor.
38. Termination. Commencing on the sixteenth (16th) anniversary of the
Operational Date of the final IKE Kiosk in the first Phase, and at any time thereafter, the CITY,
acting by and through its CITY Manager, shall have the right to terminate this Agreement, in its
sole discretion, and without penalty, by giving written notice to Contractor at least thirty (30)
calendar days prior to the effective date of such termination.
39. Nondiscrimination. Contractor represents to the CITY that Contractor does
not and will not engage in discriminatory practices and that there shall be no discrimination in
connection with Contractor's performance under this Agreement on account of race, color,
sex, religion, age, handicap, marital status or national origin. Contractor further covenants
that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion,
age, handicap, marital status or national origin, be excluded from participation in, be denied
services, or be subject to discrimination under any provision of this Agreement.
40. Independent Contractors: Contractor has been procured and is being
engaged to provide Services to the CITY as an Independent Contractor, and not as an agent
or employee of the CITY. Accordingly, neither Contractor, nor its employees, nor any sub -
Contractor hired by Contractor to provide any Services under this Agreement shall attain, nor
be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the
CITY, nor any rights generally afforded classified or unclassified employees. Contractor
further understands that Florida Workers' Compensation benefits available to employees of
the CITY are not available to Contractor, its employees, or any sub -Contractor hired by
Contractor to provide any Services hereunder, and Contractor agrees to provide or to require
sub-Contractor(s) to provide, as applicable, workers' compensation insurance for any
employee or agent of Contractor rendering Services to the CITY under this Agreement.
Contractor further understands and agrees that Contractor's or sub -Contractors' use or entry
upon CITY properties shall not in any way change its or their status as an Independent
Contractor.
The Contractor does not have the power or authority to bind the CITY in any promise,
agreement, or representation other than specifically provided for in this Agreement.
41. CITY Not Liable for Delays: Contractor hereby understands and agrees that
in no event shall the CITY be liable for, or responsible to Contractor or any sub -Contractor, or
to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work
herein provided for, or any damages whatsoever related thereto, because of any injunction or
other legal or equitable proceedings or on account of any delay(s) for any cause over which
the CITY has no control.
42. Use of Name: Contractor understands and agrees that the CITY is not engaged
in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed,
within the limited scope of normal and customary marketing and promotion of its work, to use
the general results of this project and the name of the CITY. The Contractor agrees to protect
any confidential information provided by the CITY and will not release information of a specific
nature without prior written consent of the CITY Manager or the CITY Commission.
43. No Conflict of Interest: Pursuant to CITY of Miami Code Section 2-611, as
amended ("CITY Code"), regarding conflicts of interest, Contractor hereby certifies to the CITY
that no individual member of Contractor, no employee, and no sub -Contractor under this
Agreement nor any immediate family member of any of the same is also a member of any
board, commission, or agency of the CITY. Contractor hereby represents and warrants to the
CITY that throughout the term of this Agreement, Contractor, its employees, and its sub -
Contractors will abide by this prohibition of the CITY Code.
44. No Third -Party Beneficiary: No persons other than the Contractor and the
CITY (and their successors and assigns) shall have any rights whatsoever under this
Agreement.
45. Entire Agreement: This instrument and its exhibits constitute the sole and only
agreement of the parties relating to the subject matter hereof and correctly set forth the rights,
duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
46. Locations Improved with City Tax -Exempt Bonds:
No IKE Kiosks can be placed on a site constructed or improved with City tax-exempt bonds
without an opinion of the City's Bond Counsel that such Location's use will comply with
applicable IRS rules at that time in effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
"Contractor"
IKE SMARTCITY, LLC,
"CITY"
CITY OF MIAMI,
foreign limited liability company a municipal corporation
BY: X -9 f_.,..-� -
Pete Scant I , Chief Executive Officer
DATE:
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ATTEST:
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Corp to Secretary/Notay.1, .Ifp 7:.,k �.,, Todd Hannon, iCTy-C
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Corporate Seal/Notary S-
JOHN C. TRUITT ;FIB:; . .'t:'� '
Notary Public ",., A •., t •O�w
State of Ohio '�ii�BC/c,'S `P��;•�`'
My Commission Expires
September 12, 2022
BY:
Arthur Nor`tega V, City Manager
DATE: 913b at)
APPROVED AS TO INSURANCE
REQUIREMENTS:
Sharpe, Ann -
Marie
Digitally signed by Sharpe, Ann -
Marie
Date: 2020.07.28 15:31:33
-04'00'
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Digitally signed by Barnaby L.
Min
Date: 2020.07.29 16:53:54
�--04'00'
Victoria Mendez, City Attorney
EXHIBIT A
DEAL TERMS
1. Term. The term of this Agreement shall be for a period commencing upon the
Effective Date and expiring on December 31st of the seventh (7th) full consecutive calendar year
immediately following the Operational Date for the fiftieth (50th) IKE Kiosk to be installed on a
Location (the "Initial Term"). Thereafter this Initial' Term there shall be two automatic renewals for
an additional term of seven (7) calendar years and an additional term of six (6) calendar years
(the "Renewal Terms," and together with the Initial Term, the "Term") provided the Criteria, as
defined below, are satisfied as of the end of the Initial Term. Additionally, the Contractor may elect
to terminate this Agreement at the expiration of the Initial Term if the Contractor notifies CITY in
writing at least ninety (90) days prior to the expiration of the Initial Term that the Contractor does
not desire to exercise a Renewal Term. All terms, conditions and requirements of this Agreement,
except for the Contractor's obligation to pay the Revenue Share or any other monies, shall
commence as of the Effective Date.
The term "Renewal Criteria", as used herein, means (a) during the last twelve (12)
consecutive full month period of the Initial Term the Contractor shall not have been in default
beyond any applicable notice and cure period with respect to its obligations required by Section
13(a) and (b) of the Agreement; (b) the Contractor is not in default of the Agreement beyond any
applicable notice and cure period as of the last day of the Initial Term, and (c) Contractor has not
been placed on the convicted vendors list pursuant to applicable Florida Statutes.
The CITY and Contractor intend for the IKE Kiosks to be deployed in phases of fifty (50)
IKE Kiosks (each such deployment of fifty (50) IKE Kiosks is referred to herein as a "Phase").
With respect to the deployment of the fifty-first (51') IKE Kiosk and all subsequent IKE Kiosks to
be installed on a Location in a Phase, the Contractor shall notify the CITY and each additional
Phase shall have an initial term of seven (7) years from and after the Operational Date for the
final IKE Kiosk in the Phase, with a right for the Contractor to renew the initial term for such Phase
for the Renewal Terms set forth in the first paragraph of this Section 1 provided the Renewal
Criteria are satisfied with respect to the IKE Kiosks in such Phase.
Notwithstanding anything contained herein to the contrary, the initial term of the third
Phase shall commence on the earlier of (i) the last day of the forty-eighth (48th) full consecutive
month following the Operational Date of the final IKE Kiosk in the first Phase and (ii) the
Operational Date of the final IKE Kiosk in the third Phase.
2. Revenue Share. As approved by the City Commission, the Contractor shall pay
to CITY the "Revenue Share" for each IKE Kiosk on CITY Locations, defined as follows: an
amount equal to forty percent (40%) of annual Gross Revenue earned by the Contractor with
respect to all operational IKE Kiosks on CITY Locations throughout the entire Term, inclusive of
the Initial Term, the Renewal Terms, and any extensions thereof. From and after the Operational
Date for each IKE Kiosk and throughout the remainder of the Term, the Revenue Share for such
IKE Kiosks shall be paid in quarterly installments due on the fifteenth (15th) day after the
completion of each Fiscal Quarter. The Contractor shall submit to the CITY simultaneously with
the payment of the Revenue Share, a statement of the Gross Revenue applicable to the
operational IKE Kiosks for the immediately preceding Fiscal Quarter. Additionally, on or before
January 15th of each calendar year, the Contractor shall submit to CITY a Reconciliation
Statement for the immediately preceding calendar year. If a Reconciliation Statement shows that
the amount of the Revenue Share paid during any calendar year exceeded the amount actually
due and owing by the Contractor, the Contractor shall credit such overage against the Revenue
Share payments next coming due until reimbursed in full. If a Reconciliation Statement shows
that the amount of the Revenue Share paid during any calendar year was less than the amount
actually due and owing by the Contractor for such year, then the Contractor shall pay such
shortfall within thirty (30) days after submission of the Reconciliation Statement. CITY, at its sole
discretion, reserves the right to audit the Reconciliation Statement and underlying documents
related to the Gross Revenue upon thirty (30) days prior written notice to the Contractor.
During each calendar year of the Term from and after the Operational Date for the fiftieth
(5091) IKE Kiosk in the first Phase, Contractor shall pay to the CITY the greater of (a) One Hundred
Thousand Dollars ($100,000.00) per calendar year (prorated for any partial calendar year) (the
"Minimum Annual Guaranty") and (b) the Revenue Share calculated for such calendar year. If the
Revenue Share for any calendar year is less than Minimum Annual Guaranty applicable to such
calendar year, the Company shall pay the difference between the Minimum Annual Guaranty and
the Revenue Share applicable to such calendar year.
3. Directed Content. CITY Directed Content will be shown on the IKE Kiosks in
accordance with the following schedule:
a. During Interactive Mode, Directed Content will occupy a minimum of sixty-
six percent (66%) of the screen area on each of the IKE Kiosks.
b. During Passive Mode, at least one (1) Spot out of every eight (8) Spots
shown on an IKE Kiosk screen will contain Directed Content.
MIADOCS 19939341 1
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EXHIBIT "B"
IKE KIOSK SERVICES AND APPLICATIONS
IKE SMART CITY, LLC BELIEVES THAT THIS INFORMATION IS PROTECTED FROM
DISCLOSURE UNDER THE FLORIDA PUBLIC RECORDS LAW (IKE shall have the sole duty
to establish its belief at its own cost and expense before an applicable court or tribunal. Any
actions resulting from this will be included in the IKE indemnity to the CITY. The IKE Kiosks may
display the following applications as well as other applications as agreed upon between CITY,
the City's Innovation and Technology Director, and Director of Resilience and Public Works
Department, and the Contractor:
1. Wayfinding, including multimodal mapping to destinations, businesses and other
points of interest (sorted into freestanding apps such as Eat, Play, Shop, Stay);
2. Getting Around, including real-time arrival and departure information for public
transit, bike share and car share services all accessed from an interactive map;
ideas;
3. Question of the Week, allowing for CITY to survey the public on its opinions and
4. Events, including a comprehensive event and activity listing for the CITY;
5. Jobs, including career and internship postings within the CITY, arranged
geographically to encourage workforce development;
6. Photobooth, including customized City-themed background postcards and social
media integration;
7. Emergency Communication, including a pre-emptive protocol for real-time posting
of emergency and/or public safety communication such as storm warnings, amber alerts,
evacuations (including routes) and road closures;
8. Pedestrian Counting, including a measurement of pedestrians within range of the
IKE Kiosk unit, and a web -based dashboard containing analytics for the CITY'S use;
9. Air Quality Monitoring, including relaying data to the CITY on a regular basis; and
10. Arcade, including video games employing the unique touch -screen capabilities of
the IKE Kiosks.
EMERGENCY SERVICES/PANIC FEATURES
The IKE Kiosks at the discretion of the CITY may provide the following capabilities:
Panic button on the sides of the kiosk and/or as part of the user interface that is integrated
with the City's E-911 and or next gen 911 system.
Each IKE Kiosk may include a security camera having digital video recorder technology,
the footage from which shall be made available to the CITY's emergency personnel upon receipt
of subpoena.
MIADOCS 19939355 1
INTEGRATION WITH CITY SYSTEMS
To ensure that IKE Kiosks always have the most up to date information, Kiosks may require
integration with CITY systems. In the event that integration occurs, integration shall be
accomplished via the use of non-proprietary open standards -based APIs and/or web services that
comply with the following minimum standards:
Use the existing Environmental Systems Research Institute ("ESRI") geospatial platform (3D and
2D) that has open APIs and supports open geospatial standards including, but not limited to, the
following:
o KML: http://vvww.opengeospatial.org/standards/km1
o CityGML: http://www.opengeospatial.org/standards/citygml
o InfraGML: http://www:opengeospatial.org/standards/infragml
o IndoorGML http://www.opengeospatial.org/standards/indoorgnal
o ISO 16739 https://www.buildingsmart.org/about/what-ii-openbim/ifc-introduction/
o ISO 19107 also known as OGC Abstract Spec Topic 1 - Geometry
o i3S and 3DTiles spec
o OGC 3D Portrayal Service http://www.opengeospatial.org/standards/3dp
o OGC Indexed 3d Scene Layer (13S) http://www.opengeospatial.org/standards/i3s
O 3DTiles https://www.opengeospatiatorg/pressroom/pressreleases/2829
o OGC LAS Specification 1.4 OGC Community Standard
Other systems may be added as agreed to administratively by the City's Innovation and
Technology Director and the Contractor.
• Support integration (including management, control, monitoring, data, and communications)
with other products/technologies via web services and open APIs that meet the following
requirements:
o All REST APIs using JSON must conform to JSON API specification v1.0 at a
minimum.
o All REST APIs using XML should use Domain XML Standards.
o All SOAP APIs should conform to W3C SOAP standard 1.2 at a minimum.
o All SOAP APIs should conform to OASIS WS Security standard 1.1 at a minimum.
o All SOAP APIs should conform to OASIS WS Federation standard 1.2 at a minimum.
O All SOAP APIs should conform to OASIS WS Trust standard 1.4 at a minimum.
o All Graph QL APIs should conform to the current GraphQL design specification
available at htp://GraphOL.org.
o All APIs should use transport layer security (TLS) specification RFC 1.3 at a minimum.
O 11 REST APIs should be documented in accordance with Open API specification
version 2.0 at a minimum.
o All SOAP APIs should be documented in accordance with WSDL specification 1.1
(W3C note 15) at a minimum.
All data obtained from the CITY systems remains the property of the CITY and all data once
transmitted to CITY systems becomes the property of the CITY.
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M1ADOCS 19939355 1
EXHIBIT "C"
CONTENT RESTRICTIONS
The Contractor shall not display any of the following types of advertisements on the IKE
Kiosks:
1. Political advertisements or advertisements or displays designed to promote views
of particular political groups or influence opinions of others on public policy issues;
2. Advertisements or displays which involve adult entertainment as defined in the
Miami 21 Code and any successor Zoning Ordinance of the City including, but not limited to,
nudity, partial nudity or pornographic, lewd, S and M, fetish, or sexually explicit images or services
that would be offensive to generally prevailing community standards;
3. Advertisements for tobacco or controlled substances, as defined under federal law,
unless permitted by Chapter 54 of the Miami City Code or the Miami 21 Code;
4. Content that could be deemed offensive by reasonable local community standards;
or
5. Advertisements or displays which condone discrimination based upon race,
religion, creed, ethnicity, disability, gender, gender identity or expression, or sexual orientation.
The CITY reserves the right to further limit or restrict the type of content displayed at any
one or multiple Locations. However, in such an event CITY and the Contractor shall agree to any
additional restrictions or limitations prior to the installation of the IKE Kiosk at the given Locations.
In the event that the Contractor cannot agree to the additional restrictions or limitations, the
Contractor reserves the right to not install an IKE Kiosk at the given Locations, and CITY and the
Contractor shall work together in good faith to find reasonably suitable alternative Locations that
will not have such additional restrictions or limitations. In the event the CITY receives frequent
and reasonable complaints from the general public that the Contractor has violated one or more
of the restrictions set forth in subparts (i) through (v), the Contractor shall work with the CITY in
good faith to resolve the issue giving rise to the complaints. Furthermore, if the frequent and
reasonable complaints allege a violation of subpart (iv), above, the Contractor may continue to
display the content that is the subject of the complaints until the Contractor's contract requiring
the display of such content expires. Any removal of an IKE Kiosk pursuant to this paragraph shall
not be considered a breach or default of this Agreement.
EXHIBIT "D"
Privacy Policy and User Privacy Protections
PRIVACY POLICY
Effective: 04/04/2019
Last modified: 01/02/2019
Introduction
IKE SMART CITY, LLC ("We", "Us", "Our") respects your privacy and is committed to protecting
it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide
when you visit an IKE Kiosk (an "IKE") and our practices for collecting, using, maintaining,
protecting, and disclosing that information.
Please read this policy carefully to understand our policies and practices regarding your
information and how we will treat it. If you do not agree with our policies and practices, your choice
is not to use the IKEs. By accessing or using an IKE, you agree to this privacy policy. This policy
may change from time to time. Your continued use of an IKE after we make changes is deemed
to be acceptance of those changes, so please check the policy periodically for updates.
User Information Collected by an IKE
General
Many of the features, services and information available on an IKE can be accessed by you
anonymously and without requiring that you provide any information about yourself. The IKE will
collect information on each user's anonymous interactions with the IKE, such as which features,
services and information are most often used and how they are used, so we can improve the IKE
platform and your experience with IKEs. We may share this anonymous user information without
restriction with the CITY where the IKE is located, our local partners and our technology partners
or any other Party as we reasonably deem necessary.
Interactive Features
Some of the features offered by IKE are interactive, and if you engage these interactive features,
the IKE will ask you to provide information about yourself, some of which may personally identify
you. The IKE will only ask you for information that is necessary to perform the service you request
by engaging the interactive feature you select. Additionally, the IKE will only store this information
long enough to perform the service you request, and during that time, we will not share, sell or
otherwise disclose this information to any third parties, subject to any features operated by a
Third -Party Partner, as described in the following paragraph. After that, the information will no
longer be retained by the IKE or us.
Certain interactive features of the IKE platform are operated or provided by, incorporate the API(s)
of, or otherwise require communication or coordination with, third parties (a "Third Party Partner"),
and in choosing to engage these features, you agree that we can provide the information you give
MIADOCS 19939464 1
to an IKE, including any information that can personally identify you, to that Third Party Partner.
For instance, if the IKE has a 311 feature that enables you to send a message to the CITY and
receive updates on the status of your message, that feature will not only ask you for your email
address but will also provide your email address to the CITY, the Third -Party Partner of the 311
feature, so that you can receive the updates you requested. We will always disclose whether an
interactive feature is operated by a Third -Party Partner, and this disclosure will appear
prominently on the screen when you select one of these features. With respect to any feature
operated by a Third -Party Partner, the IKE will only store the information you provide long enough
to perform the service you request. After that, the information will no longer be retained by the
IKE or us, but it may continue to be retained by the Third -Party Partner. We will only share this
information with the Third -Party Partner, and we will not share, sell or otherwise disclose this
information to any other third parties. We do not exercise control over our Third -Party Partners,
and you will be subject to their policies and terms and conditions when you engage with any
feature operated by a Third -Party Partner. For this reason, we recommend that you review their
policies and terms and conditions prior to engaging with any feature operated by a Third -Party
Partner.
Other Services
WIFI Service
Each IKE may be equipped to provide WiFi service to personal devices able to receive a wireless
WiFi signal and located within close proximity to the IKE. We engage with Third -Party Partners to
collect certain technical information to help us operate and provide the WiFi service and other
services available on the IKE to you. All of the technical information we collect is anonymized,
and this technical information includes device type, population demographic information, general
device location, foot traffic and frequency of IKE Kiosk visits, and aggregated data showing
popular website searches, though please note that we will not store your browsing history or track
the websites you visit when you use your personal device to access the WiFi service. The
technical information is available only to us and our Third -Party Partners and is retained for only
six (6) months, after which it is deleted by us and our Third -Party Partners and no longer available.
Please note that all of the technical information that is collected is aggregated and anonymized,
meaning that the aggregated and anonymized technical information cannot be used to identify an
individual user of the IKE or the IKE WiFi services. We reserve the right to obtain individualized
MAC addresses to identify and ban users who engage with the IKE or the IKE WiFi services in
violation of our Acceptable Use Policy and Terms of Use.
Environmental Sensors
Each IKE may have environmental sensors that collect data about the environment near an IKE,
such as air quality. The environmental sensors do not collect any data from or about you. We will
share this data without restriction to the CITY, our local partners and our technology partners or
any other party as we reasonably deem necessary.
Camera
Each IKE may be equipped with one or more cameras. The cameras capture images of the area
surrounding the IKE, and those images may include you. We will not keep any footage captured
by any camera for longer than fifteen (15) days, unless the footage is necessary to investigate an
incident. Furthermore, we will not use or disclose data collected by our cameras except to improve
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the functionality and ensure the security of the IKEs, as necessary to address illegal activity on,
associated with or perpetrated against the IKEs or in the surrounding area, or if we believe the
disclosure is requiredby law or in the interest of public safety. We will not use facial recognition.
technology, and we will not use our cameras to track your movements throughout the city.
Disclosure of Information
In addition to the disclosures we have identified elsewhere inthis policy, we may also disclose
any and all information collected by us or that you provide to us via an IKE as described in this
policy to our parents, subsidiaries and affiliates, and/or any entity who acquires, by any means,
some or all of the assets or ownership interests of IKE Smart City, LLC,
Data Security
We have implemented measures designed to secure any information you provide to us via an IKE
from accidental loss and from unauthorized access, use, alteration and disclosure. Although we
do our best to protect your information, we cannot guarantee the security of the information you
provide to us via an IKE.
Children
The IKEs are not directed toward children under the age of thirteen (13) nor do we knowingly or
intentionally collect personal information from children under the age of thirteen (13). Anyone
under the age of thirteen (13), is not permitted to submit any personally identifiable information to
us. We adhere to the Children's Online Privacy Protection Act in our operation of the IKEs.
Privacy Policy Changes
We may update this Privacy Policy from time to time to reflect changes in applicable law. Because
any personal information you provide to us is not stored or maintained in databases ;owned or
created by us, we will be unable to notify you as and when this Privacy Policy is updated.
Therefore, we encourage you to visit this Privacy Policy page periodically to view any updates.
Contact Information
To ask question or provide comments about this policy and our privacy practices, contact us at:
IKE Smart City, LLC
250 N Hartford Avenue
Columbus, Ohio 43222
(614).294-4898
privacy@ikesmartcity.com
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