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ParkMobile LLC - FY2021-046-03AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 3”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and PARKMOBILE LLC, a Delaware limited liability company (“Consultant”) is effective as of January 1, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the “Services”) for one year, for a Contract Sum of $24,308, which included equipment installation costs. B. On April 20, 2022 City and Consultant amended the Agreement to extend the term until December 31, 2022 for additional compensation of $5,872 (“Amendment No. 1”). C. On April 18, 2023 City and Consultant amended the Agreement to extend the term until December 31, 2023 for additional compensation of $8,808 (“Amendment No. 2”). C. City and Consultant now desire to extend the term until June 30, 2024, for additional compensation of $4,404, bringing the total Contract Sum to $43,392. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section 3.2, Contract Sum, is amended to read: “Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule 2” and incorporated herein by this reference. The compensation, including reimbursement for actual expenses, pursuant to Schedule 2, Section I., shall not exceed $30,180 (Thirty Thousand One Hundred Eighty Dollars) $38,988 (Thirty Eight Thousand Nine Hundred Eighty Eight Dollars) $43,392 (Forty Three Thousand Three Hundred Ninety Two Dollars) plus freight charges (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. In the interest of clarity, the Contract Sum does not include Reservation Transaction Fees stated in Schedule 2, Section II.” Section 4.1, Term, is amended to read: “The initial term of this Agreement shall commence as of the Effective Date and end one (1) year from the Effective Date (the “Initial Term”). The Parties may agree to renew or extend the Term of this Agreement upon DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 01203.0001/870768.2 -2- terms that are mutually agreeable to the Parties. The date on which this Agreement is terminated or expires as provided herein is called the “Termination Date,” and the period from the Effective Date through the Termination Date is herein called the “Term”. The Term is hereby extended through June 30, 2022 2023 2024. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1, 2, and 3 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 01203.0001/870768.2 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the dates set forth below, with express intent that this Amendment No. 3 shall be effective as of January 1, 2024. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor Date:_________________ ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Gerli, City Attorney CONSULTANT: PARKMOBILE LLC, a Delaware limited liability company By: ________________________________ Name: Justin Clifford Title: Head of FP&A and Finance By: ________________________________ Name: Glen Braganza Title: Chief Financial Officer Date:___________________ Address: 1100 Spring Street NW, Suite 200 Atlanta, GA 30309 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 4/4/2024 4/9/2024 01203.0001/870768.2 -4- Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 01203.0001/870768.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 01203.0001/870768.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 788DF9A8-F4D0-4B8A-8736-1BB37A731467 Certificate Of Completion Envelope Id: 788DF9A8F4D04B8A87361BB37A731467 Status: Completed Subject: Complete with DocuSign: ParkMobile Contract Amendment No. 3 December 19 2023.docx Source Envelope: Document Pages: 6 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Matt Waters AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 mattw@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 1/15/2024 4:19:40 PM Holder: Matt Waters mattw@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Justin Clifford justin.clifford@easypark.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.222.129.13 Sent: 1/15/2024 4:35:04 PM Resent: 2/6/2024 1:16:16 PM Resent: 2/22/2024 12:34:13 PM Resent: 4/4/2024 2:59:07 PM Resent: 4/4/2024 2:59:22 PM Viewed: 4/4/2024 4:48:25 PM Signed: 4/4/2024 4:58:39 PM Electronic Record and Signature Disclosure: Accepted: 4/4/2024 4:48:25 PM ID: a1439ebf-717e-4734-9ff9-0e313fb30619 Glen Braganza glen.braganza@easypark.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 136.55.7.198 Sent: 4/4/2024 4:58:41 PM Viewed: 4/7/2024 7:16:10 PM Signed: 4/7/2024 7:16:18 PM Electronic Record and Signature Disclosure: Accepted: 4/7/2024 7:16:10 PM ID: b7d3250e-041a-4a5f-a6c1-1ed71dfbea93 Elena Q. Gerli Egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 4/7/2024 7:16:19 PM Viewed: 4/7/2024 7:17:05 PM Signed: 4/7/2024 7:17:20 PM Electronic Record and Signature Disclosure: Accepted: 4/7/2024 7:17:05 PM ID: 9ed9b1c7-533b-4962-a2d1-db3cc010541a John Cruikshank John.Cruikshank@rpvca.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 184.181.119.4 Sent: 4/7/2024 7:17:22 PM Viewed: 4/9/2024 2:41:05 PM Signed: 4/9/2024 2:41:12 PM Electronic Record and Signature Disclosure: Accepted: 4/9/2024 2:41:05 PM ID: 4d2f8b48-b15f-4cd0-96d8-205c021a6ab6 Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.34.97.146 Sent: 4/9/2024 2:41:14 PM Viewed: 4/9/2024 2:46:08 PM Signed: 4/9/2024 2:46:14 PM Electronic Record and Signature Disclosure: Accepted: 4/9/2024 2:46:08 PM ID: 046a7825-b024-4fdf-a933-2da611e83953 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 4/9/2024 2:46:16 PM Viewed: 4/9/2024 5:40:13 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/15/2024 4:35:04 PM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 10:54:06 AM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:06 PM Envelope Updated Security Checked 4/4/2024 2:59:07 PM Certified Delivered Security Checked 4/9/2024 2:46:08 PM Signing Complete Security Checked 4/9/2024 2:46:14 PM Completed Security Checked 4/9/2024 2:46:16 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Justin Clifford, Glen Braganza, Elena Q. Gerli, John Cruikshank, Teresa Takaoka, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. 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The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. 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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and PARKMOBILE LLC, a Delaware limited liability company (“Consultant”) is effective as of January 1, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the “Services”) for one year, for a Contract Sum of $24,308, which included equipment installation costs. B. On April 20, 2022 City and Consultant amended the Agreement to extend the term until December 31, 2022 for additional compensation of $5,872 (“Amendment No. 1”). C. City and Consultant now desire to extend the term until December 31, 2023, for additional compensation of $8,808, bringing the total Contract Sum to $38,988. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section 3.2, Contract Sum, is amended to read: “Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule 2” and incorporated herein by this reference. The compensation, including reimbursement for actual expenses, pursuant to Schedule 2, Section I., shall not exceed $30,180 (Thirty Thousand One Hundred Eighty Dollars) $38,988 (Thirty Eight Thousand Nine Hundred Eighty Eight Dollars) plus freight charges (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. In the interest of clarity, the Contract Sum does not include Reservation Transaction Fees stated in Schedule 2, Section II.” Section 4.1, Term, is amended to read: “The initial term of this Agreement shall commence as of the Effective Date and end one (1) year from the Effective Date (the “Initial Term”). The Parties may agree to renew or extend the Term of this Agreement upon terms that are mutually agreeable to the Parties. The date on which this Agreement is terminated or expires as provided herein is called the “Termination Date,” and the period from the Effective Date through the Termination Date is herein called the “Term”. DocuSign Envelope ID: 914C0616-7C4D-4F0E-82EC-93957EBB21AF 01203.0001/870768.2 -2- The Term is hereby extended through December 31, 2022 2023. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment Nos. 1 and 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a materi al default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of t he obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 914C0616-7C4D-4F0E-82EC-93957EBB21AF 01203.0001/870768.2 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the dates set forth below, with express intent that this Amendment No. 2 shall be effective as of January 1, 2023. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ Barbara Ferraro, Mayor Date:_________________, 2023 ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: PARKMOBILE LLC, a Delaware limited liability company By: ________________________________ Name: Tony Stewart Title: Chief Legal & Privacy Officer By: ________________________________ Name: David Hoyt Title: Chief Revenue Officer Date:___________________, 2023 Address: 1100 Spring Street NW, Suite 200 Atlanta, GA 30309 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. DocuSign Envelope ID: 914C0616-7C4D-4F0E-82EC-93957EBB21AF 7/12/2023 8/18/2023 01203.0001/870768.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 914C0616-7C4D-4F0E-82EC-93957EBB21AF 01203.0001/870768.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 914C0616-7C4D-4F0E-82EC-93957EBB21AF Certificate Of Completion Envelope Id: 914C06167C4D4F0E82EC93957EBB21AF Status: Completed Subject: Complete with DocuSign: ParkMobile Contract Amendment No. 2 April 18 2023.docx Source Envelope: Document Pages: 5 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Matt Waters AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 mattw@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 5/9/2023 3:45:34 PM Holder: Matt Waters mattw@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Tony Stewart tony.stewart@parkmobile.io Chief Legal Officer Parkmobile, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 38.142.251.10 Sent: 7/12/2023 11:40:20 AM Viewed: 7/12/2023 11:41:05 AM Signed: 7/12/2023 11:41:10 AM Electronic Record and Signature Disclosure: Accepted: 7/12/2023 11:41:05 AM ID: 8b39d82e-1956-4009-8650-46a21611c785 David Hoyt david.hoyt@easypark.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 96.80.54.5 Sent: 7/12/2023 11:41:12 AM Resent: 8/3/2023 11:35:11 AM Resent: 8/17/2023 12:31:06 PM Viewed: 8/17/2023 1:09:57 PM Signed: 8/17/2023 1:10:26 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2023 1:09:57 PM ID: c760d661-05ef-4477-a7dc-db7fed878cce William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 8/17/2023 1:10:29 PM Viewed: 8/17/2023 1:45:28 PM Signed: 8/17/2023 1:45:38 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2023 1:45:28 PM ID: 87d75d77-02da-4815-a8ec-9c16d8d079a5 Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.211.255.186 Signed using mobile Sent: 8/17/2023 1:45:39 PM Viewed: 8/18/2023 11:51:26 AM Signed: 8/18/2023 11:52:50 AM Electronic Record and Signature Disclosure: Accepted: 8/18/2023 11:51:26 AM ID: d9930744-6679-48c9-8126-6db38949433f Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Signed using mobile Sent: 8/18/2023 11:52:52 AM Viewed: 8/18/2023 4:22:36 PM Signed: 8/18/2023 4:22:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Tony Stewart tony.stewart@easypark.net Security Level: Email, Account Authentication (None) Sent: 7/12/2023 11:40:21 AM Viewed: 8/21/2023 7:53:23 AM Electronic Record and Signature Disclosure: Accepted: 7/12/2023 11:39:14 AM ID: f3281743-c510-4bfd-9bb7-d41f4674022d City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 8/18/2023 4:22:44 PM Viewed: 8/22/2023 2:16:54 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Daniel Trautner danielt@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 8/18/2023 4:22:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/9/2023 3:57:54 PM Certified Delivered Security Checked 8/18/2023 4:22:36 PM Signing Complete Security Checked 8/18/2023 4:22:43 PM Completed Security Checked 8/18/2023 4:22:45 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Tony Stewart, David Hoyt, William Wynder, Barbara Ferraro, Tony Stewart, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. 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AMENDMENT NO 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES("City")and PARKMOBILE LLC, a Delaware limited liability company ("Consultant") is effective as of April 20, 2022 RECITALS A City and Consultant entered into that certain Agreement for Professional Services dated April 20, 2021 ("Agreement") whereby Consultant agreed to provide app-based parking services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the "Services") for one year, for a Contract Sum of$24,308, which included equipment installation costs B City and Consultant now desire to extend the Agreement for Consultant to continue to provide the Services through December 31, 2022, for an additional compensation of$5,872 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in stfiketlifeugh and added text in bold italics a Section 3 2, Contract Sum,is amended to read "Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Schedule 2 and incorporated herein by this reference The compensation, including reimbursement for actual expenses, pursuant to Schedule 2,Section 1,shall not exceed '. , !: - • -.. .. . Three Hundred and Eight Dollars) $30,180 (Thirty Thousand One Hundred and Eighty Dollars) plus freight charges (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 In the interest of clarity, the Contract Sum does not include Reservation Transaction Fees stated in Schedule 2, Section 1I" b Section 4 1,Term, is amended to read "The initial term of this Agreement shall commence as of the Effective Date and end one(1)year from the Effective Date(the"Initial Term")The Parties may agree to renew or extend the Term of this Agreement upon terms that are mutually agreeable to the Parties The date on which this Agreement is terminated or expires as provided herein is called the "Termination Date," and the period from the Effective Date through the Termination Date is herein called the "Term" The Term is hereby extended through December 31, 2022" 01203 0001/777454 1 A-1 2 Continuing Effect of Agreement Except as amended by this Amendment No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and (iv)the entering into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0001/777454 I A-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a . " sal corporation David L Bradley, May. ATTEST eresa : :.•a, City Clerk APPROVED AS TO FORM ALESHIRE& WYNDER, LLP William W y r r, City Attorney CONSULTANT PARKMOBILE LLC, a Delaware limited liability com any By Name ny Stewart Title General Counsel & Secretary By Name Jeff erkins Title Chief Executive Officer Address 1 100 Spring Street NW, Suite 200 Atlanta, VA 30309 O i5 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0001/777454 1 A-3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OFCALIFORNIA GEORGIA COUNTY OF LOS ANGEL -ES FULTON Ong=�, 2022 before me, g i r�ir ti e(hi }. mS , personally appeared /4L 9k4>c-4- > Proved to me on the basis of satisfactory evidence to be the p'erson(s) whose names(s) is/are subs&ibed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. jjKIMBERLY J.RAMSEYWITNESS my ha d and official seal. Nota y Public_ State of GeorgiaGwinnett CounSignature: Gomm. Ex fires Feb7, 2026 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL C9rrti" ® RPORATEOFFICER A�p��i- I�i/ •I tro poiree-tni yP(8 Sjo„ cfe,trtas L" LC> TITLE OR TYPE OF DOCUMENT ,J'TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: AME OF PERSON(S) OR ENTITY(IES)) otatc L(C NUMBER OF PAGES L11?10L2. DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA GEORGIA COUNTY OF LOS�LES FULTON On . -e 30022 before me, A 4rn1X(j4OS! ersonally appeared 01-�Lyt't3tr , proved to me on the basis of satisfactory evidence to be' the pers n(s) ose names(s) is/are subs he'd to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the persori or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. c„c WITNESS y hand and official aie Georgia G wlnnett County Signatu (r ` 5 �Foa�`P M Comm. Ex fires Fab. 77. 2026 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ ® INDIVIDUAL �(ti%int �6/f:rct yyptt^ CORPORATE OFFICER /YltzyiCt { ftt+Kw� 0f` TIYCE OR TYPE OF DOCUMENT IJ-TITLE(S) ❑ PARTNER(S) ❑ LIMITED 35 ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR t �{fZp�,t E ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (tvjAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE c! t^o& e (,LC PARKING SERVICES MASTER AGREEMENT THIS PARKING SERVICES AGREEMENT(the"Agreement")is made and entered into as of this ,261``day of A-PRi i , 2021 (the "Effective Date"), by and among PARKMOBILE, LLC, a Delaware limited liability company located at 1100 Spnng Street, NW, Suite 200, Atlanta, GA 30309 ("ParkMobile"), and the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") ParkMobile and City shall each be a"Party"and collectively the"Parties" RECITALS WHEREAS, ParkMobile is engaged in the business of providing integrated solutions for the management of parking-related matters, which may include providing a system for aggregate policy management, operating, reporting and analytics of electronic parking services, electronic payment of on- demand,reservation and/or permit parking,related back-office administration,assistance with and a system for the marketing and sale of such parking through the Internet and ParkMobile propnetary websites and mobile applications and other parking related services, including parking related services that may be developed and offered by ParkMobile from time to time(individually and collectively,the parking services offered by ParkMobile are referred to as the"ParkMobile Services"or the"Services"), and WHEREAS,City has sought,by issuance of an Invitation for Bids,the performance of the type of services defined and described particularly in this Agreement,and WHEREAS, ParkMobile, following submission of a bid for the performance of the ParkMobile Services defined and described particularly in this Agreement, was selected by the City to perform those Services, and WHEREAS,ParkMobile and City desire to enter into a mutually beneficial arrangement pursuant to which ParkMobile will provide the ParkMobile Services to City under the terms and conditions stated herein,and WHEREAS,Pursuant to the City of Rancho Palos Verdes Municipal Code,City has authority to enter into and execute this Agreement WHEREAS,the Parties desire to formalize the selection of ParkMobile for performance of those Services defined and particularly described in Schedule 1 of this Agreement and desire that the terms of that performance be as particularly defined and descnbed herein NOW, THEREFORE, in consideration of the terms, conditions, covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by the Parties hereto,the Parties hereto agree as follows 1 DEFINITIONS Except as otherwise expressly indicated m this Agreement, the following terms if used in this Agreement will have the following meanings (such meanings to be applicable equally to the singular and plural forms of the terms defined) 1 1 "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or 01203 0006/707998 1 EQG -1- investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise 1 2 "Agreement" means this Parking Services Agreement, including all Schedules, any additional agreement or terms and conditions which are acknowledged or agreed upon in writing by City and ParkMobile in connection with the ParkMobile Services,and any agreements or orders referencing this Parking Services Agreement, including as amended from time to time 1 3 "Application" means propnetary mobile applications offered by ParkMobile, and applications offered by third-parties or ParkMobile business partners related to ParkMobile Services,and other applications and Technology as ParkMobile may develop for use in connection with the ParkMobile Services, including for the purpose of scheduling, starting, extending and completing Transactions and making payment for all related charges and fees 1.4 "Emerging Parking Revenue"means the Total Price generated by Users using an Emerging Payment Method less User Fees charged by ParkMobile, Transaction Processing Fees, and any applicable bank transfer and other third-party fees 1 5 "Fees" means any and all fees charged by ParkMobile in connection with the ParkMobile Services 1 6 "Intellectual Property Rights" means any and all registered and unregistered rights granted,applied for,or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world 1 7 "IVR System"means ParkMobile's interactive voice response system 1 8 "Law"means any statute,law,ordinance,regulation,rule,code,order,constitution, treaty, common law,judgment, decree, or other requirement of any federal, state, local,or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent junsdiction 1 9 "Net Parking Revenue" means the Total Price generated by Users using a Traditional Payment Method, less User Fees charged by ParkMobile, Transaction Processing Fee, and any applicable bank transfer and other third-party fees 1 10 "New Version"means any new version of the Platform that ParkMobile may from time to time introduce and market generally, and which ParkMobile may make available to City at an additional cost 1 11 "Parking Fee" means, for each Transaction, the amount set by City for a given Transaction Parking Fees do not include the User Fee 1 12 "ParkMobile360"means an Application for aggregate policy management,operating, reporting and analytics of parking services 01203 0006/707998 1 EQG -2- 1 13 "Permitted Use" means use of the Platform by City for the benefit of the City in the ordinary course of its business operations 114 "Personal Information" means any information relating to an identified or identifiable natural person, or which relates to, is reasonably capable of being associated with, or could reasonably be linked,directly or indirectly, with an individual, including without limitation personal identifiers, commercial information, biometnc information, Internet or other electronic network activity information, and geolocation data 1.15 "Platform" means collectively the Applications, ParkMobile Services, Site(s), IVR System,Technology,any ParkMobile technologies,functions,servers,databases,and parking management systems, other ParkMobile products, services, content, features, technologies, functions, applications, and related websites or other applications, and any updates, changes, revisions or additions thereto 1 16 "Report"means a detailed statement of information related to the Transactions,as more particularly descnbed in Schedules 1 and 4 attached to this Agreement and incorporated herein 117 "Schedule(s)" means those Schedules attached and incorporated into this Agreement to further descnbe ParkMobile Services and additional terms of the Agreement 1 18 "Site(s)"means any website owned or controlled by ParkMobile 1 19 "Technology" means any and all ParkMobile technology (including, but not limited to,application programming interfaces,software,etc)provided by ParkMobile to City that is necessary for City to use and access the ParkMobile Services solely as contemplated hereunder 1 20 "Total Price" means the total amount to be charged to the User for each type of Transaction, including (as applicable) the Parking Fee, any User Fee, Service Fee or other fees which may be charged in accordance with this Agreement 1.21 "Transaction"means a User's purchase through the Platform of the right to use a parking space, charging station, or other service for a certain period of time 1 22 "Transaction Processing Fee" means merchant processing, gateway and related fees as expressly set forth on a Schedule 1 23 "User"means the individual end user, not the City,using the Platform 1 24 "User Data" means all data collected from Users in connection with their use of the Platform, including without limitation, Personal Information, and all data sets, data aggregation, deidentified data, and analytical data created by ParkMobile in connection with or based on Users and/or their use of the ParkMobile Services 1 25 "User Fee" means the fees charged by ParkMobile in connection with the ParkMobile Services 01203 0006/707998 1 EQG -3- 2 PARKMOBILE SERVICES 2.1 Agreement Applicability City acknowledges and agrees that the terms and conditions of this Agreement shall govern City's access and use of the Platform, mcluding all ParkMobile Services, Applications and Technology, currently offered or to be offered by ParkMobile The specific ParkMobile Services for which City is purchasing a license are shown in Schedule 1 City may purchase licenses for additional ParkMobile Services at any time during the Term In the event of any conflict between this Agreement and any subsequent agreement or amendment between the Parties, the latest of such documents shall prevail to the extent of the conflict As a matenal inducement to the City entenng into this Agreement,ParkMobile represents and warrants that it has the qualifications, expenence, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and Services contemplated herein ParkMobile shall at all times faithfully, competently and to the best of its ability, expenence and talent, perform all Services 2 2 Schedules The Schedules are a part of this Agreement and provide additional terms for the respective ParkMobile Services The City agrees to be bound by the terms of the Schedules that are applicable to the ParkMobile Services 2 3 License to Use the Platform Provided by ParkMobile Subject to and conditioned on City's payment of Fees and compliance with all other terms and conditions of this Agreement, ParkMobile hereby grants to City a non-exclusive, non-sublicensable, non- transferable (except in compliance with Section 8 6) and revocable m accordance with the terms of this Agreement, license to use the Platform solely for the Permitted Use 2 4 Security Measures The Platform may contain technological measures designed to prevent unauthonzed or illegal use of the Platform City acknowledges and agrees that (a) ParkMobile may use these and other lawful measures to venfy City's compliance with the terms of this Agreement and enforce ParkMobile's rights, including all Intellectual Property Rights, in and to the Platform, (b) ParkMobile may deny any individual access to and/or use of the Platform if ParkMobile, m its sole discretion,believes that person's use of the Platform would violate any provision of this Agreement, and (c) ParkMobile may collect, maintain, process and use diagnostic, technical, usage and related information, including information about City's computers, systems and software, that ParkMobile may gather penodically to improve the performance of the Platform, develop New Versions or Updates This information will be treated in accordance with ParkMobile's privacy policy, as amended from time to time 2 5 Service Levels ParkMobile shall provide the ParkMobile Services m accordance with the service levels set forth on Schedule 4, which may be amended by ParkMobile in its sole discretion from time to time If an amendment to Schedule 4 would decrease the performance or functionality of the ParkMobile Services, the amendment may only be made with City's written 01203 0006/707998 1 EQG -4- approval If City desires additional services that are not expressly agreed upon in this Agreement, the Parties shall negotiate regarding such additional services, including the amount of additional compensation to ParkMobile, and will memorialize their agreement, if any, in either a separate written contract or an amendment to this Agreement 2 6 License Restrictions Except as this Agreement expressly permits, City shall not, and shall not permit any other person to (a) copy the Platform, in whole or in part, (b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Platform, in whole or in part, (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third-party, (d) reverse engineer,disassemble,decompile,decode, or adapt the Platform,or otherwise attempt to derive or gain access to the source code of any Technology, in whole or in part, (e) bypass or breach any security device or protection used for or contained in the Platform, (f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, warranties, disclaimers, or Intellectual Property Rights,proprietary rights or other symbols,notices, marks, or serial numbers on or relating to the Platform, (g) use the Platform in any manner or for any purpose that infringes, misappropriates,or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable Law, (h) use the Platform for purposes of (i) benchmarking or competitive analysis of the Platform,(ii)developing,using,or providing a competing product or service, or (iii) any other purpose that is to ParkMobile's detriment or commercial disadvantage, (i) use the Platform in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Platform could lead to personal injury or severe physical or property damage, or (1) use the Platform other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement and shall be fully responsible and liable for any use or misuse of the Platform 01203 0006/707998 1 EQG -5- 2 7 Suspension or Termination of Platform ParkMobile may, directly or indirectly, suspend, terminate, or otherwise deny City's, or any other person's access to or use of all or any part of the Platform,without incurring any resulting obligation or liability,if ParkMobile believes, in its sole discretion,that (a) City or another person has accessed or used the Platform beyond the scope of the nghts granted or for a purpose not authonzed under this Agreement or in any manner that does not comply with any matenal requirement of the Agreement, or (b) City or another person is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Platform (c) This Section 2 7 does not limit any of ParkMobile's other nghts or remedies, whether at law, in equity,or under this Agreement 2 8 Revisions,Updates and New Versions Dunng the Term,ParkMobile reserves the right, m its sole discretion, to revise, update, improve, upgrade, add integrations with third-party applications or software,add functions, introduce New Versions or otherwise change(collectively "Updates") the Platform, including without limitation, ParkMobile Services and Technology At no time will Updates decrease the performance or functionality of the ParkMobile Services City agrees to take reasonable steps as may be directed by ParkMobile to implement Updates 2 9 Help and Support ParkMobile agrees to use commercially reasonable efforts to assist City with technical support that City may reasonably require m relation to the ParkMobile Services ParkMobile agrees to provide City with the preventative maintenance, corrective maintenance, adaptive maintenance and online, on-site and telephone support with respect to the ParkMobile Services that it generally provides to clients 2 10 Error Corrections Each of ParkMobile and City shall promptly notify the other of any errors or interruptions in the ParkMobile Services In the event of any errors or interruptions in the ParkMobile Services, ParkMobile's sole and exclusive obligation shall be to use commercially reasonable efforts to repair or restore that portion of the ParkMobile Services as promptly as possible The form of such repair or restoration will be determined by ParkMobile in its sole discretion 2 11 Status Meetings On a penodic basis,but not less than twice per year,upon request of either Party,an appropnate representative of each Party shall conduct a joint meeting to discuss the status of the ParkMobile Services and the Parties' relationship hereunder, as well as to answer questions, gather information and resolve disputes that may occur from time to time It is the expectation of the Parties that the representatives of the Parties shall communicate directly with one another and work directly with one another to work to ensure that all ParkMobile Services are provided on a timely and complete basis All meetings pursuant to this Section 2 12 may be face to face, video or telephonic meetings as may be agreed upon by the Parties Each Party shall bear its own costs of attending or participating in such meetings 01203 0006/707998 1 EQG -6- 2 12 Parking Information City is responsible for setting rates and zones and other required information regarding its parking inventory offered through the ParkMobile Services and for keeping such information up to date within the ParkMobile Services 2 13 Status of ParkMobile ParkMobile shall have no authority to bind City in any manner,or to incur any obligation,debt or liability of any kind on behalf of or against City,whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in wnting by City ParkMobile shall not at any time or in any manner represent that ParkMobile or any of ParkMobile's officers, employees, or agents are in any manner officials, officers, employees or agents of City Neither ParkMobile, nor any of ParkMobile's officers, employees or agents, shall obtain any nghts to retirement, health care or any other benefits which may otherwise accrue to City's employees ParkMobile expressly waives any claim ParkMobile may have to any such nghts 214 Compliance with Law ParkMobile shall reasonably keep itself informed concerning,and shall render all Services hereunder in accordance with,all ordinances,resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time Services are rendered to the extent they are applicable to the Services City shall inform ParkMobile of any non-compliance by ParkMobile of which City is aware 2 15 ParkMobile's Responsibihty for Subcontractors For every subcontractor who will perform work under this Agreement,ParkMobile shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement ParkMobile shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a penodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages ParkMobile shall diligently take corrective action to halt or rectify any such failure by any subcontractor 2 16 Licenses,Permits,Fees and Assessments ParkMobile shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the Services required by this Agreement ParkMobile shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and anse from or are necessary for the ParkMobile's performance of the Services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 2 17 Familiarity with Work By executing this Agreement, ParkMobile warrants that ParkMobile (i)has thoroughly investigated and considered the scope of Services to be performed, (ii)has carefully considered how the Services should be performed,and (iii)fully understands the facilities,difficulties and restnctions attending performance of the Services under this Agreement If the Services involve work upon any site, ParkMobile warrants that ParkMobile, to the extent necessary to perform the Services,has or will investigate the site and is or will be fully acquainted 01203 0006/707998 1 EQG -7- with the conditions there existing, prior to commencement of Services hereunder Should the ParkMobile discover any latent or unknown conditions, which will matenally affect the performance of the Services hereunder,ParkMobile shall immediately inform the City of such fact and shall not proceed except at ParkMobile's risk until written instructions are received from the City 2 18 Further Responsibilities of Parties Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified, neither Party shall be responsible for the service of the other 3 FEES, EXPENSES 3 1 Fees The Fees applicable to the ParkMobile Services are set forth in Schedule 2, attached to this Agreement For each Transaction, ParkMobile shall charge the User the Total Price (a) All amounts payable to ParkMobile under this Agreement shall be paid by City to ParkMobile in full without any setoff,recoupment,counterclaim,deduction, debit or withholding for any reason(other than any deduction or withholding of tax as may be required by applicable Law) (b) Upon receipt of a Notice to Proceed, ParkMobile shall provide to City an initial invoice for Fees as stated in Schedule 2 Thereafter,each month ParkMobile shall provide to City an original invoice for all Fees incurred during the preceding month in a form approved by the City's Director of Finance By submitting an invoice for payment under this Agreement, ParkMobile is certifying the Services were provided as stated in the invoice (c) City shall independently review each invoice submitted by ParkMobile to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement City will use its best efforts to cause ParkMobile to be paid within thirty (30) days of receipt of ParkMobile's correct and undisputed invoice,however,ParkMobile acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period If non-payment continues for sixty(60)days following the date upon which payment was initially due, ParkMobile may in its sole discretion withhold, suspend or revoke City's use of ParkMobile Services until all Fees and interest thereon is paid in full,and/or terminate this Agreement under Section 4,as applicable 3 2 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Schedule 2 and incorporated herein by this reference The compensation, including reimbursement for actual expenses, pursuant to Schedule 2, Section I, shall not exceed $24,308 (Twenty Four Thousand Three Hundred and Eight Dollars) plus freight charges (the "Contract Sum"), unless additional compensation is approved pursuant to 01203 0006/707998 1 EQG -8- Section 1 9 In the interest of clarity, the Contract Sum does not include Reservation Transaction Fees stated in Schedule 2, Section II 3 3 ParkMobile as Merchant of Record (a) If ParkMobile is the merchant of record ("MOR") for the ParkMobile Services as shown in a Schedule, then City shall provide to ParkMobile (i) City Electronic Funds Authorization Form(in the form of Schedule 5 attached to this Agreement and incorporated herein), (n) W-9, and (in) A copy of a voided check or bank letter with account info (collectively, the "Distribution Information") prior to remittance by ParkMobile of any amounts due hereunder (b) ParkMobile will retain all amounts due to City without penalty until ParkMobile receives the Distribution Information from City Thereafter, ParkMobile shall remit amounts due to City as set forth in the Schedules attached hereto on the 15th of the following month City hereby appoints ParkMobile as its limited agent to accept and process payments in connection with the ParkMobile Services and acknowledges that receipt of payment from Users in connection with the ParkMobile Services by ParkMobile shall be deemed the same as receipt by City itself 3 4 City as Merchant of Record (a) If City is the MOR, City shall pay ParkMobile all amounts due to ParkMobile not later than thirty (30) business days after the date of ParkMobile's invoice (b) City hereby appoints ParkMobile as its limited agent to accept and process payments in connection with the ParkMobile Services and acknowledges that receipt of payment from Users in connection with the ParkMobile Services by ParkMobile shall be deemed the same as receipt by City itself 3.5 Taxes Except as otherwise noted herein, ParkMobile's Fees do not include sales, use, revenue, excise or similar taxes Accordingly, in addition to the Fees specified herein, the amount of any sales,use,revenue,excise or other similar tax applicable to the ParkMobile Services provided hereunder shall be the sole responsibility of and shall be paid by City City shall indemnify ParkMobile for all Actions based on City's late or non-payment of taxes If City asserts that it is a tax-exempt entity,within ten(10)days of the Effective Date,it shall provide ParkMobile with a valid tax exemption certificate issued by the appropnate taxing authority 3 6 Billing Disputes City shall not be entitled to suspend payment of any disputed invoices Any disputes must be submitted by City to ParkMobile in writing within thirty(30)days of the date of the invoice,with an explanation of the reason for the dispute If any payment dispute 01203 0006/707998 1 EQG -9- is resolved by ParkMobile in favor of City, ParkMobile shall credit City on the next subsequent invoice issued to City 3 7 Expenses Except as otherwise provided herein, ParkMobile shall not charge City any costs for the integration of City's system(s)or for the management of the ParkMobile Services ParkMobile shall charge City for ordinary, necessary and reasonable third-party costs on a direct cost basis 4 TERM, TERMINATION 4 1 Term The initial term of this Agreement shall commence as of the Effective Date and end one (1) year from the Effective Date (the "Initial Term") The Parties may agree to renew or extend the Term of this Agreement upon terms that are mutually agreeable to the Parties The date on which this Agreement is terminated or expires as provided herein is called the "Termination Date," and the penod from the Effective Date through the Termination Date is herein called the"Term " 4 2 Termination Prior to Expiration of Initial Term This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause The City reserves the nght to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to ParkMobile In addition, ParkMobile reserves the nght to terminate this Agreement at any time,with or without cause, upon sixty (60) days' wntten notice to City 4 3 Termination for Cause (a) Either Party may terminate this Agreement if the other Party materially breaches any provision of this Agreement and fails to remedy such breach within forty-five(45)days after receiving wntten notice thereof (b) A Party may, at its option and without prior notice, terminate this Agreement effective immediately if the other Party (i) makes a general assignment for the benefit of creditors, (ii) institutes liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt, (iii) consents to the filing of a petition of bankruptcy against it, (iv) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, (v) seeks reorganization under any bankruptcy act, (vi) consents to the filing of a petition seeking such reorganization, or 01203 0006/707998 1 EQG -10- (vii) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covering all or substantially all of such Party's property or providing for the liquidation or dissolution of such Party's property or business affairs, 4.4 Effect of Termination (a) Upon termination or expiration of this Agreement (i) each Party shall immediately pay the other Party any amounts then accrued and properly payable under this Agreement, (ii) each Party shall promptly return to the other Party all Confidential Information of the other Party, (iii) City promptly shall return to ParkMobile all materials m its possession provided by ParkMobile or otherwise created or produced by ParkMobile m connection with the performance of the ParkMobile Services hereunder, and (iv) City shall discontinue all use of the Platform and any and all intellectual property of ParkMobile (b) Notwithstanding the exercise by any Party of its rights under this Section 4, no termination of this Agreement shall relieve either Party of its liability for the payment or performance of any obligation accrued prior to the Termination Date (including any indemnification obligation arising hereunder, whether or not notice of such indemnification Action has been given before such termination) 5 ADDITIONAL COVENANTS OF THE PARTIES 5 1 Confidentiality Each Party("Receiving Party")acknowledges that all non-public information and data (including trade secrets) of the other Party ("Disclosing Party") including, but not limited to, information and data relatmg to the other Party's products,services,employees, customers,pricmg, software,business, finances, marketing and promotions is the confidential and proprietary information of the disclosing Party ("Confidential Information") User Data is the property of and deemed the Confidential Information of ParkMobile Except as otherwise set out herein, neither Party shall disclose any Confidential Information of the other Party to any third- party or use it for its own benefit or the benefit of a third-party,and each Party shall take reasonable measures to protect the confidentiality of Confidential Information of the disclosing Party and prevent its disclosure to others Each Receiving Party may disclose the Confidential Information of the Disclosing Party to its affiliates and their respective employees and agents who are directly involved in the performance of this Agreement, who have a need to know and who are obligated in writing to honor the restrictions on disclosure and use of such Confidential Information set forth in this 01203 0006/707998 1 EQG -1 1- Agreement (the persons to whom such disclosure is permissible being collectively known as "Representatives") Each Receiving Party shall be responsible for any breach of this Section 5 1 by its Representatives Each Receiving Party shall not disclose, without the prior wntten consent of the Disclosing Party,any of such Disclosing Party's Confidential Information that it has learned either during the course of this Agreement or m discussions and proposals leading up to this Agreement, except as expressly permitted hereunder or as may be required by Law Each Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than that for which it was disclosed in order to exercise its rights and perform its obligations hereunder 5 2 Each Disclosing Party's Confidential Information shall remain the property of such Disclosing Party Upon the Disclosing Party's request and any termination or expiration of this Agreement, the Receiving Party shall deliver, erase or destroy (at the Disclosing Party's option) the Disclosing Party's Confidential Information, and shall confirm to the Disclosing Party in wnting that all such documents and things have been so provided, erased or destroyed 5.3 The foregoing obligations shall not apply to any Confidential Information that (a) is m the public domain without breach of this Agreement by the Receiving Party, (b) a Receiving Party can demonstrate was rightfully known pnor to receipt from the Disclosing Party, or (c) was subsequently received by the Receiving Party from a third-party without any obligation of confidentiality to the Disclosing Party 5 4 The Receiving Party may disclose the Disclosing Party's Confidential Information if the information is disclosed by the Receiving Party pursuant to a requirement of a governmental agency or by operation of law, provided however, that the Receiving Party shall first notify Disclosing Party prior to disclosure, if allowed by Law, m order to give the Disclosing Party a reasonable opportunity to seek an appropnate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Confidential Information which the Receiving Party is required to disclose To the extent a Party determines it is advisable to file a copy of this Agreement with a governmental agency, including the Umted States Securities and Exchange Commission, that Party and its counsel shall work with the other Party and its counsel to obtain confidential treatment of relevant portions of this Agreement, including, without limitation,product and service specifications and pricing information 5 5 Each Party agrees that irreparable damage may occur, and that monetary damages may be an insufficient remedy at law, in the event that any of the provisions of this Section 5 1 are not performed by the other Party and that each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity 5 6 Each Receiving Party's obligation with respect to the Confidential Information of a Disclosing Party shall expire three(3)years after the termination or expiration of this Agreement, provided, however, that each Party's obligations with respect to the trade secrets of a Disclosing 01203 0006/707998 1 EQG -12- Party shall remain in effect throughout the Term and at all times thereafter,but only for so long as such information remains a trade secret 5 7 Information Subject to Section 5 1 and any applicable Law, each Party shall provide the other Party with all information regarding itself and the transactions under this Agreement that the other Party reasonably believes is required to comply with all applicable Laws and to satisfy the requesting Party's obligations under this Agreement Any information owned by one Party that is provided to the other Party pursuant to this Agreement shall be considered Confidential Information and shall remain the property of the Disclosing Party Except as set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights, licenses or otherwise in any such Confidential Information 5 8 Records During the Term and for three (3) years following expiration or termination of the Agreement, each Party shall maintain and retain records related to this Agreement, including the provision of the ParkMobile Services hereunder, consistent with such Party's historical policies regarding retention of records Subject to this Section 5 3, as needed from time to time dunng the Term and for three (3) years following expiration or termination of the Agreement,unless otherwise prohibited by applicable Law,the Parties shall provide each other with records related to this Agreement to the extent that (a) such records exist in the ordinary course of business, (b) such records are reasonably necessary for the requesting Party to comply with its obligations under this Agreement or applicable Law,and(c)such records demonstrate the Party's compliance with this Agreement 5 9 Privacy & Security (a) ParkMobile will use reasonable security practices and procedures appropriate to the nature of any Personal Information obtained in connection with this Agreement(including as part of the User Data)to safeguard such information ParkMobile agrees to comply with all applicable Laws with regard to their use, disclosure, access and maintenance of Personal Information (b) City will use reasonable security practices and procedures to safeguard the Platform, including User Data received or to which it is provided access in connection with this Agreement, from infringement, misuse, or unauthorized access (c) City shall retain sole responsibility for (i) its own information technology infrastructure,including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by City or through the use of third-party services, (ii) all access to and use of the Platform directly or indirectly by or through the City systems,with or without City's knowledge or consent,and (ni) any use or misuse of any User Data which City accesses or obtains pursuant to this Agreement 01203 0006/707998 1 EQG -13- (d) City shall comply at all times with the California Consumer Protection Act, California Civil Code § 1798 100 et seq , and the regulations promulgated thereunder("CCPA")once applicable,as well as similar laws passed by other states as they may be applicable City shall assist ParkMobile,as applicable,in complying with obligations under the CCPA The City shall assist ParkMobile with such compliance by, for example, making it easy for ParkMobile to maintain, track, revise,and delete data and otherwise respond to data access requests City will not sell,retain,use,or disclose Personal Information received from ParkMobile for any purpose other than as allowed by this Agreement, or as otherwise permitted by the CCPA 5 10 insurance Without limiting ParkMobile's indemnification of City, and pnor to commencement of any services under this Agreement, ParkMobile shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts descnbed below and in a form satisfactory to City (a) General liability insurance ParkMobile shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted (b) Automobile liability insurance ParkMobile shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily injury and property damage for all activities of the ParkMobile arising out of or m connection with Services to be performed under this Agreement, including coverage for any owned,hired,non-owned or rented vehicles,in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance ParkMobile shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate Any policy inception date,continuity date,or retroactive date must be before the effective date of this Agreement and ParkMobile agrees to maintain continuous coverage through a period no less than one (1) year after completion of the services required by this Agreement (d) Workers' compensation insurance ParkMobile shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000) (e) Subcontractors ParkMobile shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein 01203 0006/707998 1 EQG -14- 5 11 General Insurance Requirements (a) Proof of insurance ParkMobile shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement (b) Duration of coverage ParkMobile shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by ParkMobile, its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by ParkMobile shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by ParkMobile or City will withhold amounts sufficient to pay premium from ParkMobile payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow ParkMobile or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss ParkMobile hereby waives its own right of recovery against City, and shall require similar wntten express waivers and insurance clauses from each of its subcontractors 01203 0006/707998 1 EQG -15- (g) Enforcement of contract provisions (non-estoppel) ParkMobile acknowledges and agrees that any actual or alleged failure on the part of the City to inform ParkMobile of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained m this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive,or to the exclusion of other coverage, or a waiver of any type If the ParkMobile maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the ParkMobile Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation ParkMobile, its insurance agent or broker, or insurers will provide to City a thirty (30) day notice of cancellation (except for nonpayment for which a ten(10)day notice is required)or nonrenewal of coverage for each required coverage (1) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials,employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in wnting (1) Separation of insureds A severability of interests provision must apply for all additional insureds ensunng that ParkMobile's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross- liability exclusions (m) Pass through clause ParkMobile agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by ParkMobile, provide the same minimum insurance coverage and endorsements required of ParkMobile ParkMobile agrees to monitor and review all such coverage and assumes all responsibility for ensunng that such coverage is provided in conformity with the requirements of this section ParkMobile agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review 01203 0006/707998 1 EQG -16- (n) Agency's nght to revise specifications The City reserves the right at any time dunng the term of the contract to change the amounts and types of msurance required by giving the ParkMobile ninety(90)days advance written notice of such change If such change results in substantial additional cost to the ParkMobile, the City and ParkMobile may renegotiate ParkMobile's compensation If ParkMobile chooses not to change the amounts or types of insurance required by the City, ParkMobile may terminate the Agreement upon thirty (30) days wntten notice without penalty or obligation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City (p) Timely notice of claims Each Party shall give the other Party prompt and timely notice of claims made or suits instituted that arise out of or result from ParkMobile's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional msurance ParkMobile shall also procure and maintain, at its own cost and expense,any additional kinds of insurance,which in its own judgment may be necessary for its proper protection and prosecution of the work 5 12 Each Party shall mamtam reasonable types and levels of insurance to insure against losses, damages and nsks as are customanly insured against by a business or entity engaged in similar activities, including at a minimum, all insurance required by applicable Law 5 13 Intellectual Property Rights City acknowledges and agrees that (a) Use of the Platform is licensed, not sold, to City by ParkMobile and City does not have under or in connection with this Agreement any ownership interest in the Platform, or in any related Intellectual Property Rights, (b) Subject only to the limited license granted to City under this Agreement, ParkMobile and its licensor(s)are the sole and exclusive owner(s)of all right,title, and interest in and to the Platform, User Data, the Technology, all deliverables created by ParkMobile hereunder, any other ParkMobile Intellectual Property Rights and all appurtenant patent, copyright, trademark, trade secret and other intellectual property or proprietary nghts associated with any of the foregoing To the extent ParkMobile provides any deliverable to City for its use(e g ,matenal for inclusion on a City-hosted website to direct Users to a Site),City is hereby granted a limited, revocable, non-sublicensable and personal right to use such deliverable solely dunng the Term in accordance with any instructions provided and solely in connection with the ParkMobile Services The provision of any such deliverable to City does not constitute a sale of such deliverable City shall not assign,sublicense, transfer, pledge, lease, rent or share any rights under the foregoing license to any third-party unless expressly permitted in writing by ParkMobile City shall be fully responsible and liable for any use or misuse of the foregoing City further agrees that all deliverables shall be deemed ParkMobile Confidential Information 01203 0006/707998 1 EQG -17- (c) City hereby unconditionally and irrevocably assigns to ParkMobile, its entire right, title, and interest in and to any Intellectual Property Rights that City may now or hereafter have in or relating to the Platform (including any rights in denvative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise (d) City shall take all reasonable measures to safeguard the Platform from infringement,misuse, or unauthorized access, (e) City shall at City's expense, take all such steps as ParkMobile may reasonably require to assist ParkMobile in maintaining the validity, enforceability and ParkMobile's ownership of the Intellectual Property Rights in the Platform, (f) City will promptly notify ParkMobile in writing if City becomes aware of (i) any actual or suspected infringement, misappropnation or other violation of ParkMobile's Intellectual Property Rights in or relating to the Platform, or (ii) any Action alleging or claiming that the Platform, including any production, use, marketing, sale or other disposition of the Platform, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any third-party, (g) City will fully cooperate with and assist ParkMobile in all reasonable ways in the conduct of any action by ParkMobile to prevent or abate any actual or threatened infnngement, misappropriation or violation of ParkMobile's nghts in, and to attempt to resolve any Actions relating to, the Platform, including having City's employees testify when requested and making available for discovery or trial relevant records,papers, information, samples, specimens and the like, (h) As between ParkMobile and City, ParkMobile is and will remain the sole and exclusive owner of all nght,title,and interest in and to all User Data, including all Intellectual Property Rights relating thereto, subject to the nghts and permissions granted in this Agreement, and (i) Except for the limited nghts and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise,to City or any third-party any Intellectual Property Rights or other right, title, or interest in or to the Platform or User Data All Intellectual Property Rights related to the Platform, including but not limited to the ParkMobile Services, as well as any additional services, software, technology or systems developed by ParkMobile, belong to ParkMobile 5 14 Trademark License & Branding (a) Each Party ("Licensor") grants the other Party ("Licensee") a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to 01203 0006/707998 1 EQG -18- use Licensor's trademarks, trade names and logos (the "Marks") dunng the Term solely in connection with the ParkMobile Services as provided hereunder Any such use by Licensee is subject to and must be in accordance with Licensor's guidelines (as updated from time to time) if and as provided by Licensor to Licensee In addition, any use by Licensee of Licensor's Marks is subject to Licensor's prior wntten approval (b) City agrees to use commercially reasonable efforts to obtain for ParkMobile a license to use the Marks and photos or video assets associated with a Facility (including where City is not the Facility owner) and any tenants of a Facility in connection with ParkMobile's marketing of the ParkMobile Services as available at such Facility If City cannot obtain such license(s),ParkMobile has no obligation to include or use such Marks in connection with the ParkMobile Services provided hereunder ParkMobile reserves the right to change its name,branding and signage at any time dunng the Term (c) Licensee shall not make any use of Licensor's Marks in a manner that dilutes, tarnishes or blurs the value of such Marks Licensor owns all Marks and any and all goodwill associated with such Marks and all such goodwill and other propnety rights created by or resulting from Licensee's use shall inure to the benefit of Licensor 515 Reservation of Rights All rights not expressly granted to City under this Agreement are reserved to ParkMobile 6 REPRESENTATIONS AND WARRANTIES 6 1 Mutual Representations and Warranties Each of ParkMobile and City hereby represents, warrants and covenants to the other Party hereto as follows (a) It is duly organized and validly existing under the laws of the state of its incorporation and has full power and authority to carry on its business and to own and operate its properties and assets, (b) The execution, delivery and performance of this Agreement by such Party has been duly authonzed by all requisite corporate, governmental or limited liability company action, as applicable, (c) It has the power and authority to execute and deliver this Agreement, perform its obligations and grant any licenses granted hereunder, (d) It has all rights, titles and interests necessary to grant any licenses granted hereunder, (e) The execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms or provisions of or constitute a default under 01203 0006/707998 1 EQG -19- the provisions of its charter documents or bylaws, any order, writ, injunction or decree of any court or governmental authonty entered against it or by which any of its property is bound, or any agreement with or obligation to a third-party, and (f) At all times it shall comply with applicable Law 7 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, INDEMNIFICATION 7 1 DISCLAIMER OF WARRANTIES THE PLATFORM, INCLUDING THE PARKMOBILE SERVICES AND OTHER PRODUCTS,INFORMATION,MATERIALS AND SERVICES, ARE PROVIDED BY PARKMOBILE "AS IS" AND WITH ALL FAULTS CITY ACKNOWLEDGES AND AGREES THAT PARKMOBILE SHALL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN THE PLATFORM, INCLUDING THE PARKMOBILE SERVICES WITHOUT LIMITING THE FOREGOING, CITY ASSUMES ALL RISKS ASSOCIATED WITH THE PLATFORM, INCLUDING THE PARKMOBILE SERVICES OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES,EXPRESS OR IMPLIED,DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT LIMITATION,ANY WARRANTY OF CONDITION,TITLE,NON- INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE PARKMOBILE SERVICES TO BE PERFORMED HEREUNDER, OR THE RESULTS OBTAINED THEREBY PARKMOBILE MAKES NO WARRANT OF ANY KIND THAT THE PLATFORM, PARKMOBILE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CITY'S OR OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE 7 2 LIMITATION OF LIABILITY (a) IN NO EVENT WILL PARKMOBILE, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE, FOR ANY INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF THE PLATFORM OR ANY PARKMOBILE SERVICE, OR OTHER THIRD-PARTY MATERIALS, LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, COST OF REPLACEMENT GOODS OR SERVICES, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, 01203 0006/707998 1 EQG -20- EXEMPLARY, SPECIAL,ENHANCED,OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE (b) THE AGGREGATE LIABILITY OF PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS FOR ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE IS BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO TWO(2)TIMES THE TOTAL AMOUNT EARNED BY PARKMOBILE IN THE TWELVE(12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE ACTION IN CONNECTION WITH THIS AGREEMENT' 8 MISCELLANEOUS 8 1 Force Maieure Neither Party shall be liable for failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by an act of God, act of a public enemy, war or national emergency, rebellion, insurrection, riot, epidemic, quarantine restnction, fire, flood, explosion, storm, earthquake, interruption in the supply of electricity,power or energy,terronst attack, labor dispute or disruption,or other event beyond the reasonable control of such Party and without the fault of or negligence by such Party (each, a "Force Majeure Event") If a Party's performance under this Agreement is affected by a Force Majeure Event, such Party shall give prompt wntten notice of such event to the other Party, stating the date and extent of such suspension and the cause thereof, and shall at all times use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its performance under this Agreement,provided,that such Party shall take measures to overcome the condition that are consistent in all material respects with the measures taken in connection with such Party's business The Parties shall promptly confer, in good faith, on what action may be taken to minimize the impact, on both Parties, of such condition In the event of a Force Majeure Event that affects either or both Parties' ability to perform under this Agreement,the Parties agree to cooperate in good faith to resume the affected services as soon as commercially possible to the extent commercially reasonable 8.2 Notices All notices, requests, Actions, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b)by any national overnight courser or other service providing evidence of delivery, or by registered or certified mail (postage prepaid, return receipt requested), or(c)by facsimile or e- mail with a copy delivered the next business day by any overnight courier or other service providing evidence of delivery, to the respective Parties at the following addresses To ParkMobile ParkMobile, LLC 1100 Spnng Street NW, Suite 200 Atlanta,Georgia 30309 01203 0006/707998 1 EQG -21- Attention Jonathan Ziglar Telephone (404) 818-9036 Facsimile (770) 818-9039 Email legal(c�ParkMobileglobal corn To City City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes, California 90275 Attention Cory Linder/Daniel Trautner Telephone (310) 544-5259/(310) 544-5264 Facsimile (310) 544-5291 Email CoryL@rpvca gov/DanielT@rpvca gov or to such other address (or fax number, if applicable) as the Party to whom notice is given may have previously furnished to the other in writing in the manner set forth above(provided that notice of any change of address or fax number shall be effective only upon receipt thereof) 8 3 Independent Contractors Except as expressly set forth herein, the Parties are independent contractors under this Agreement, which shall not be construed to create any employment relationship, partnership, joint venture, or franchisor-franchisee or agency relationship, or to authorize any Party to enter into any commitment or agreement binding on the other Party except as expressly stated herein The Parties have no authority to make statements, warranties, or representations or to create any liabilities on behalf of the other 8 4 Entire Agreement This Agreement and the documents and Schedules referred to herein contain the complete agreement between the Parties hereto and supersede any prior understandings, agreements or representations by or between the Parties, wntten or oral, with respect to the subject matter hereof 8 5 Amendment and Waiver The Parties hereto may not amend or modify this Agreement or waive any provision, default or breach hereunder, except as may be agreed upon in a written instrument executed by both Parties 8 6 Successors and Assigns This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by City without the prior written consent of ParkMobile ParkMobile may assign its rights, interests or obligations under this Agreement without the consent of City to (a) any affiliate of ParkMobile, (b) any lender to ParkMobile or its affiliates as security for borrowings, or (c) any purchaser of a majority interest in or assets of ParkMobile 8 7 Third-Party Beneficiaries The Parties to this Agreement do not intend this Agreement to benefit or create any right or cause of action in or on behalf of any person or entity other than ParkMobile and City 01203 0006/707998 1 EQG -22- 8 8 Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement 8 9 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California,without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction 8.10 No Strict Construction, Headings The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual mtent, and no rule of strict construction shall be applied against any Party The headings used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement 8 11 Counterparts, Delivery This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument The Parties agree that this Agreement may be executed and delivered by facsimile or other electronic transmission 8 12 Survival The Parties' obligations under the following Agreement provisions will survive the expiration or termination of the Agreement Sections 4 4, 5 1, 5 2, 5 3, 5 4, 5 6, 5 7, 5 8, 5 9,and 7, as well as any Sections that by their terms are intended to survive the Agreement 813 Attachments The following Schedules are attached hereto and incorporated herein Schedule 1 Mobile Payment, Reservation and On-Demand Parking Services Schedule 2 Reservation Parking Fees Schedule 3 Schedule of Performance Schedule 4 Service Levels Schedule 5 City Electronic Funds Authorization Form [signatures on next page] 01203 0006/707998 1 EQG -23- IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written CITY CII Y OF RANCHO PALOS VERDES a municipal corporation Eric Aleeria Mayor ATTEST EmiIv Co o City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER LLP )dam i1 William W Wvnder City Attorney PARKMOBILE PARkMOBILE LLC a Delaware limited liability company By Name 4.51L.---""--/ v tewan Title General Counsel Address 1 100 Spring St NW Suite 200 Atlanta GA 3 Ag$ lame . DA'ltD I i le- r C1-j-1E. REVei.1UE OFF jCER Address 1 100 Spring St NW Suite 200 Atlanta GA 30309 012030006/7079951 roc -24- SCHEDULE l MOBILE PAYMENT,RESERVATION AND ON-DEMAND PARKING SERVICES 1 ParkMobile will offer reservation and on-demand Parkmobile Services to enable residents and non-residents (rate dependent on eligibility)to obtain a parking permission for parking spaces identified by City,by initiating a parking transaction using ParkMobile's Platform ParkMobile charges certain Fees in connection with reservation and on-demand ParkMobile Services as shown in Schedule 2 ParkMobile shall make parking space inventory available for reservation and on-demand ParkMobile Services through the Platform and shall market and advertise such availability City shall specify to ParkMobile in wnting the number of parking spaces, corresponding reservation or parking periods,and parking rates,which and may be altered by City at any time by providing written notice to ParkMobile ParkMobile shall provide the City with preventative maintenance,corrective maintenance,adaptive maintenance,and online,on-site,and telephone support with respect to the ParkMobile Services as stated within this Agreement and Schedule 4 ParkMobile shall use reasonable efforts to perform maintenance outside of the City's business hours If maintenance during the City's business hours is required, ParkMobile shall provide the City with at least twenty-four (24) hours advance notice of such maintenance, unless circumstances are such that immediate maintenance by ParkMobile is required City shall notify ParkMobile in writing of the areas selected for reservation parking and/or on- demand parking City's selection of reservation parking and/or on-demand parking is solely in City's discretion City may change its selection at any time by providing written notice to ParkMobile 2 ParkMobile accepts several electronic payment methods from Users in connection with Parking Services a ParkMobile accepts traditional credit card payments from Visa,MasterCard,Discover,and American Express (collectively, "Traditional Payment Methods") ParkMobile is the Merchant of Record ("MOR") and passes real time authorized debit/credit card transactions daily m batch format to ParkMobile's payment processor, subsequently funded directly into a ParkMobile-controlled escrow account ParkMobile pays City the Net Parking Revenues in accordance with ParkMobile's standard settlement procedures b ParkMobile also accepts "Emerging Payment Methods" Emerging Payment Methods are alternative payment methods offered m addition to the Traditional Payment Methods and generally offer the use of virtual account-based membership profiles that a User can utilize to transact purchases based upon the User's individual payment preferences Examples of Emerging Payments Methods include PayPal, ParkMobile's Stored Value Wallet,Android Pay, Samsung Pay,ACH, MasterPass, ApplePay, and Visa checkout 01203 0006/707998 1 EQG -25- ParkMobile will collect the Total Pnce for each Emerging Payment Method Transaction and pay City the Emerging Net Parking Revenue in accordance with ParkMobile's standard settlement procedures 3 Fees to be paid are detailed in Schedule 2 4 Users may begin and, if applicable,end a parking Transaction in a variety of ways (1)visiting www ParkMobile io, (2) calling ParkMobile's IVR System, or (3) using the Application In order to register with ParkMobile and begin a parking session, Users simply provide ParkMobile with the information required by ParkMobile to create an account, including payment method information and license plate number Credit card information is stored in a secure, PCI Level 1 compliant environment Thereafter, subsequent parking sessions only require the User to enter or select the applicable parking duration available for the applicable location 5 The parking zone code of the City parking areas ("City Parking Areas") are indicated on parking signs or on parking meters Enforcers of the City check the validity of parking status real time against the ParkMobile database via a web service offenng, provided as part of the ParkMobile Services, to determine if a valid parking right exists This information can be accessed by using a handheld terminal, tablet, mobile phone or other mobile device 6 ParkMobile does not provide or pay for City's use of handheld terminals,tablet,mobile phone or other mobile device for enforcement, or any data plans or other items needed for communication between such items and the ParkMobile Services 7 At their option, Users will receive parking alert services from ParkMobile via SMS, Application push notification, email or another available communications channel The User may be notified, for example, when parked for an extended period of time or when the maximum parking time nears expiration 8 Users can use Parking Services anywhere the ParkMobile Services are available 9 All parking charges are automatically charged to the User's payment method, and Users have real time access to an online account-based personal page accessible from www ParkMobile io to access and print parking history, receipts and statements 10 ParkMobile will be responsible for the cost of standard signage and stickers for the initial deployment and any subsequent expansions of City's use of the Services City will be 01203 0006/707998 1 EQG -26- responsible for all installation of signage and stickers and any related costs, and for the cost of custom signage and its installation 11 ParkMobile will be responsible for the cost for initial standard stickers City will be responsible for all installation of stickers and any related costs 12 The cost of the marketing included in ParkMobile's standard marketing program will be borne by ParkMobile 13 At the request of City and upon the written agreement of the Parties, ParkMobile may provide the following development activities and additional services for a fee(s) to be determined by ParkMobile i Customized Reporting ii Integration to City requested third-parties(for whom City will be fully responsible) iii Citation or Enforcement Support iv Replacement Signage or Stickers v Additional Training 14 ParkMobile shall install and validate proper functionality of CivicSmart vehicle detection sensors in each identified parking space in the Crenshaw Boulevard and Del Cerro Parking Program to detect vehicle occupancy,inform policy decisions,and feed occupancy information in the ParkMobile application and Guidance Map on the City's website to show motonsts where they can find available parking spaces ParkMobile shall also provide CivicSmart Directed Enforcement to alert and guide parking enforcement personnel to vehicles in violation ParkMobile shall perform any necessary maintenance and repairs to the vehicle detection sensors, and ParkMobile shall be responsible for the costs of said maintenance and repairs 15 ParkMobile shall provide CivicSmart's Parking Enterpnse Management System ("PEMS") backend management system which will provide the City with comprehensive reporting, ongoing management functionality, diagnostic services, and the ability to remotely manage, access, and modify meter programming ParkMobile shall provide City with access to the ParkMobile 360 Administrative Portal ParkMobile shall provide the City with the following information with respect to the Services i Unique Transaction ID II Transaction Date/Time iii Parking Session Start Date/Time iv Parking Session End Date/Time 01203 0006/707998 1 EQG -27- v Total Price Charged to End User vi Price Breakdown (where applicable) including(1)Parking Fee, (2) Service Fee, (3) Discount Amount, and(4)Total Fee vii Payment Method 16 ParkMobile shall provide customer service and support through a toll-free phone number in connection with the ParkMobile Services for Users who experience problems or have questions 17 ParkMobile will utilize the following personnel,including persons to whom they may delegate responsibilities, to accomplish the ParkMobile Services i Garrett Snook, Director of Implementations ii Kristen Locke, CAPP, Senior Regional Sales Manager iii David Holler(On-Street Project Executive), Vice-President Sales iv David Hoyt(Executive Sponsor), Senior Vice-President Sales v Donnie Senterfitt,Field Marketing Manager The above-persons may be replaced by ParkMobile at its sole discretion due to normal and regular human resource procedures ParkMobile will notify the City following any such change 01203 0006/707998 1 EQG -28- SCHEDULE 2 RESERVATION PARKING FEES I Fees To Be Paid By City to ParkMobile for the Crenshaw Boulevard and Del Cerro Parking Program A Items 1 1 — 3 4 shall be invoiced by ParkMobile to City in a single invoice at the time ParkMobile receives City's Notice to Proceed These are one-time Fees Number Item Quantities Unit Cost Sub-Total 1 1 Vehicle Detection Sensors 70 $125 $8,750 2 1 Gateway for Subterranean 4 $400 $1,600 Mounted Vehicle Sensors 2 2 Directed Enforcement App 1 Included Included 2 3 Maintenance App 1 Included Included 3 1 Maintenance 5 Years Included Included 3 2 Back Office Configuration 1 $3,000 $3,000 3 3 Sensor Installation 70 $25 $1,750 3 4 Gateway Installation 4 $100 $400 4 1 Freight Charges *To Be Determined TOTAL $15,500 (not including freight charges) *Freight charges are not determined by CitySmart until after the Agreement is fully- executed CitySmart will invoice ParkMobile for the freight charges, whereupon ParkMobile will then invoice City for the same amount 01203 0006/707998 1 EQG -29- B Items 5 1 —5 3 shall be invoiced by ParkMobile to City on a monthly basis for the Term of the Agreement pursuant to Section 3 of the Agreement Monthly Wireless Fee for 70 $ 3 00 per 5 1 Vehicle Detection Sensors sensor/per $2,520 (12 months) month Monthly Fee for Gateway 4 $ 6 00 per 5 2 (per sensor/per month) gateway/per $288 (12 months) month Monthly Fee for Reservation 1 $500 per 5 3 Platform (12 months) month $6,000 TOTAL $776 $8,808 II Reservation Transaction Fees A Reservation Transaction Fees for the Crenshaw Blvd and Del Cerro Parking Program ParkMobile as Merchant of Record Processing Fees Per Transaction(Paid by City) 3%+$0 15 Parking Reservation Service Per Transaction for Zero Dollar parking reservations (paid by City)and Prepaid parking reservations(Paid by User) $0 35 B City shall complete and provide to ParkMobile the"Client Electronic Funds Authonzation Form", attached as Schedule 5 01203 0006/707998 1 EQG -30- SCHEDULE 3 SCHEDULE OF PERFORMANCE ParkMobile shall perform all work within seventy (70) calendar days following the City's issuance of the Notice to Proceed (NTP) Pnor to the City's issuance of the NTP, ParkMobile shall submit a project schedule for approval by the City ParkMobile shall perform all work in accordance with the following schedule Days to Perform Deadline Date A Planning 15 Days 3 Weeks after issuance of NTP B. Pre-Installation 30 Days 7 Weeks after issuance of NTP C Installation 10 Days 9 Weeks after issuance of NTP D Post-Installation 5 Days 10 Weeks after issuance of NTP 01203 0006/707998 1 EQG -31- SCHEDULE 4 SERVICE LEVELS 1 Operation, Management and Maintenance of the ParkMobile Services ParkMobile uses commercially reasonable efforts to perform maintenance on the ParkMobile Services outside of City's business hours However, circumstances may require maintenance during business hours and m such situations, ParkMobile will endeavor to provide City at least twenty-four (24)hours advance notice of such maintenance although such notice may not be possible for emergency maintenance ParkMobile makes a daily backup of ParkMobile Services data which data ParkMobile retains for up to three(3) months 2 Errors and Interruptions When an error or interruption occurs in the ParkMobile Services, whichever Party identifies the error or interruption promptly will inform the other Party ParkMobile will confirm its receipt of any City notification in wnting which may be by email ParkMobile will work diligently to identify and resolve the error or interruption If City and ParkMobile disagree regarding whether an error or interruption has occurred or been resolved, City and ParkMobile shall discuss in good faith and attempt to reach a mutual resolution of the issue Any time spent by ParkMobile to restore and support errors or interruptions caused by City or City personnel and not attributable to ParkMobile will be charged to City at the hourly rate of$180 3 Credentials ParkMobile shall provide City with usernames and passwords to access the ParkMobile Services City agrees to protect the confidentiality of such usernames and passwords and shall be liable for all activity under such accounts City shall ensure that only authorized City personnel are issued and use the ParkMobile usernames and passwords and that such user names and passwords are not shared An up-to-date list of all such authonzed personnel must be kept by City City must notify ParkMobile by e-mail to terminate access of any such authonzed personnel whose engagement or employment with City is terminated or who no longer carries out tasks in connection with the ParkMobile Services for which access to the ParkMobile Services is necessary 4 Reports Each month ParkMobile shall provide the following information to City a Unique Transaction ID b Transaction Date/Time c Parking Session Start Date/Time d Parking Session End Date/Time e Total Pnce Charged to User f Price Breakdown(where applicable) i Parking Fee 01203 0006/707998 1 EQG -32- ii Service Fee in Discount Amount iv Total Paid g Payment Method 01203 0006/707998 1 EQG -33- SCHEDULES CITY ELECTRONIC FUNDS AUTHORIZATION FORM This form authorizes Parkmobile,LLC,to make payment to a business electronically All payments will be paid in the account designated by the voided check or bank letter attached to this form It is the responsibility of City to notify Parkmobile, LLC, of any changes pertinent to electronic payments, such as changes in banking information or email address PAYEE/CITY INFORMATION CITY NAME ADDRESS CONTACT PERSON TELEPHONE NUMBER PRIMARY FINANCE CONTACT EMAIL SECONDARY FINANCE CONTACT EMAIL SIGNATURE&TITLE OF AUTHORIZED OFFICIAL FINANCIAL INSTITUTION INFORMATION BANK NAME ADDRESS CONTACT PERSON TELEPHONE EMAIL NINE DIGIT ROUTING TRANSIT NUMBER DEPOSITOR ACCOUNT TITLE DEPOSITOR ACCOUNT NUMBER TYPE OF ACCOUNT PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE ABOVE ACCOUNT INFORMATION 01203 0006/707998 1 EQG -34- This form authorizes Parkmobile, LLC,to send credit entnes and appropnate debit and adjustment entries electronically or by any other commercially accepted method to the account indicated above and to other accounts specified by City in the future (collectively, the "Account") This form authorizes the financial institution holding the Account to post all such entries This authorization will be in effect until ParkMobile receives a wntten termination notice from City and has a reasonable opportunity to act on it 71282846 1 12322 0020 01203 0006/707998 1 EQG -35-