CC SR 20210420 D - ParkMobile Agreement
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CITY COUNCIL MEETING DATE: 04/20/2021
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve a revised professional services
agreement with ParkMobile to provide app-based parking services at Del Cerro Park
and sections of Crenshaw Boulevard south of Crest Road.
RECOMMENDED COUNCIL ACTION:
(1) Approve a revised Professional Services Agreement with ParkMobile to provide
app-based parking services at Del Cerro Park and sections of Crenshaw
Boulevard south of Crest Road; and
(2) Authorize the Mayor and City Clerk to execute the revised Professional Services
Agreement, subject to approval as to form by the City Attorney.
FISCAL IMPACT: An appropriation of $26,912 for ParkMobile parking app equipment
and annual fees was approved by the City Council on January 19,
2021. Anticipated cost has been revised to $24,308.
Amount Budgeted: $26,912
Additional Appropriation: N/A
Account Number(s): 101-400-5122-5101 (General Fund – OSM/Professional Services)
ORIGINATED BY: Matt Waters, Senior Administrative Analyst
REVIEWED BY: Cory Linder, Recreation and Parks Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. January 19, 2021 Preserve Staff Report
B. Revised agreement with ParkMobile (page B-1)
BACKGROUND AND DISCUSSION:
As part of a holistic approach to parking and traffic issues in the Del Cerro area, the City
Council directed Staff on October 20, 2020, to release an invitation for proposals for a
parking reservation/permit online system for parking along Crenshaw Boulevard south
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of Crest Road, as well as the parking lot at Del Cerro Park. Following Staff review of
proposal submissions, ParkMobile was selected as the recommended vendor. At its
December 15 meeting, the City Council authorized Staff and the City Attorney to
negotiate an agreement with ParkMobile for consideration at the January 19, 2021
meeting.
A Professional Services Agreement was approved by the City Council on January 19,
2021. The City Council approved an appropriation of $26,912 for the ins tallation and
operation of the ParkMobile parking app, and provided direction on Preserve parking
procedures and fees in that area.
Parking fees were set by the City Council at $10 per three -hour block of time with free
hours from 7 a.m. – 9 a.m. Monday-Friday. The proposed system is 100% reservation-
based, requiring users to make a reservation a minimum of two hours and a maximum
of three days in advance. This approach would allow park/Preserve visitors to drive
directly to a space in a designated zone without having to circle the area, thereby
reducing traffic impacts. Drop-in parking without a reservation would not be allowed and
may result in a citation. Every reservation using the app will include a $.35 transaction
fee. Additionally, a $.15 and 3% credit card transaction fee would be included in each
paid reservation. ParkMobile would pay those fees directly to the credit card companies
and submit payment to the City on a monthly basis, minus its transaction fees.
To provide public awareness of the system, implementation of the app is being rolled
out gradually. This will also allow Staff to acquaint itself with the program, and to gather
data on average length of stays, total occupancy, comparative use of zones and other
factors. This will also allow Staff and ParkMobile to refine the operating system as
needed. Signs, listserv messages and social media posts would be used to inform the
public. Warnings and educational fliers about the parking app will be issued initially in
lieu of citations.
Following City Council approval, City Staff and the City Attorney met to discuss the
agreement terms with ParkMobile. Based on the discussions, the following is a list of
substantive changes to the contract currently requested for the Council’s authorization :
• The form contract is from the Consultant. The City’s form contracts do not lend
themselves to this type of service, as they are not drafted for cyber services and
lack a number of typical provisions such as limitation of liability and intellectual
property protections. It is simpler and more cost effective to review and revise the
vendor’s form than to create from whole cloth a City form agreement.
• Number of sensors: Based on recent traffic analysis, the total number of spaces
where in-ground sensors will be installed has been reduced from 84 to 70 spaces
due to the reduction of allocated parking spaces.
• Reduction of Cost: This reduction in the number of sensors reduced the project’s
initial costs, which include installation expenses, from $26,912 to $24,308. The
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annual fee for subsequent years has been reduced from $9,312 to $8,808 also
due to the reduced number of sensors.
• Clarification of paid/free transaction fees: $.35 transaction fees for paid
reservation times will be borne by parking end users, while the City will bear the
$.35 transaction fees for free reservation times.
• Indemnification: City contracts typically include a standard indemnification clause
wherein the Consultant indemnifies the City to protect the City against claims that
may arise due to any negligence of Consultant in the performance of the contract
services.
During contract discussions, ParkMobile representatives requested that
agreement include a mutual indemnification clause. The City Attorney objected to
a mutual indemnification provision particularly where an independent contractor
is providing a service to the City.
ParkMobile then indicated it wished to remove all indemnification language from
the contract. Again, the absence of any indemnification is not something the City
Attorney would recommend and would be subject to City Council discretion.
Having said the foregoing, given that this is a pilot project and given further the
amount of the contract only slightly above the City Manager’s own signing
authority, the City Attorney would not object to the contract in the form attached
to this staff report provided the City Council is willing to accept some risk.
The City Council has in the past accepted some limits on indemnity provisions,
especially in cyber-services/software contracts due to the nature of the services,
and the amount of the contract. However, the City Attorney is not aware of the
City Council approving a contract with a private vendor with no indemnification
protection for the City of any kind.
• Intellectual Property: this contract includes standard intellectual property
protections for the Consultant.
• Limitation of liability. Provisions are included that the platform is being provided
“as is,” with no warranty of merchantability or fitness for a particular purpose.
Damages are limited to twice the amount of a 12-month contract sum for actual
damages.
• Confidential information. The provisions relating to disclosure of confidential
information are more detailed that on our form, this is related to the intellectual
property issues. This does not limit the City’s obligations of disclosure of public
documents under the Public Records Act.
If approved tonight, Installation is now anticipated to be completed by the end of June
2021.
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ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council’s consideration:
1. Require the Agreement to include the City’s standard Indemnification clause.
2. Take other action, as deemed appropriate.
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PARKING SERVICES MASTER AGREEMENT
THIS PARKING SERVICES AGREEMENT (the “Agreement”) is made and entered into as of
this ______day of ________, 2021 (the “Effective Date”), by and among PARKMOBILE, LLC, a
Delaware limited liability company located at 1100 Spring 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 proprietary 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 described 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 in 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
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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 proprietary 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
jurisdiction.
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.
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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.
1.14 “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, biometric 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 described in Schedules 1 and 4 attached to this Agreement and incorporated
herein.
1.17 “Schedule(s)” means those Schedules attached and incorporated into this
Agreement to further describe 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.
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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, including 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 material inducement to the City entering into this Agreement, ParkMobile represents
and warrants that it has the qualifications, experience, 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, experience 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 in 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 unauthorized or illegal use of the Platform. City acknowledges and agrees that:
(a) ParkMobile may use these and other lawful measures to verify 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, in 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 periodically 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 in 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
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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
(j) 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.
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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 rights granted or for a purpose not authorized under this Agreement or in any
manner that does not comply with any material 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 rights or
remedies, whether at law, in equity, or under this Agreement.
2.8 Revisions, Updates and New Versions. During the Term, ParkMobile reserves the
right, in 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 in 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 periodic basis, but not less than twice per year, upon request
of either Party, an appropriate 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.
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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 writing 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 rights 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 rights.
2.14 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 Responsibility 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 periodic
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 arise 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 restrictions 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
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with the conditions there existing, prior to commencement of Services hereunder. Should the
ParkMobile discover any latent or unknown conditions, which will materially 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
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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);
(ii) W-9; and
(iii) 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 appropriate 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
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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 period 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 right to terminate this Agreement at any time, with or
without cause, upon sixty (60) days’ written notice to ParkMobile. In addition, ParkMobile
reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60)
days’ written 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 written 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
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(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;
4.43 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 in its
possession provided by ParkMobile or otherwise created or produced by
ParkMobile in 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 relating to the other Party’s products, services, employees,
customers, pricing, 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
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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 written 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 in 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
writing 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 in the public domain without breach of this Agreement by the Receiving
Party;
(b) a Receiving Party can demonstrate was rightfully known prior 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, in order to give the Disclosing Party a
reasonable opportunity to seek an appropriate 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 United 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
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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 during 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
(iii) any use or misuse of any User Data which City accesses or obtains
pursuant to this Agreement.
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(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 prior 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 described 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 covering
bodily injury and property damage for all activities of the ParkMobile arising out
of or in 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.
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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 written express waivers and insurance clauses from each of its
subcontractors
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(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 in 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.
(j) 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 writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring 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 ensuring 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.
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(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance
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 written notice
without penalty or obligation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be
eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these specifications unless 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 insurance. 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 Without limiting any indemnification or other obligations under this Agreement,
during the Term and for a period of one (1) year after the Term, each Party shall maintain
reasonable types and levels of insurance to ins ure against losses, damages and risks as are
customarily insured against by a business or entity engaged in similar activities, including at a
minimum, all insurance required by applicable Law. Each Party shall maintain reasonable types
and levels of insurance to insure against losses, damages and risks as are customarily insured
against by a business or entity engaged in similar activities, including at a minimum, all insurance
required by applicable Law.
5.125.13 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 rights associated with any of the foregoing. To
the extent ParkMobile provides any deliverable to City for its use (e.g., material 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
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solely during 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.
(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
derivative 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, misappropriation 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 infringement, misappropriation or violation of ParkMobile’s rights 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 right, title, and interest in and to all User Data, including
all Intellectual Property Rights relating thereto, subject to the rights and
permissions granted in this Agreement; and
(i) Except for the limited rights 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
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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.
5.135.14 Trademark License & Branding.
(a) Each Party (“Licensor”) grants the other Party (“Licensee”) a personal,
limited, non-exclusive, non-transferable, non-sublicensable, revocable license to
use Licensor’s trademarks, trade names and logos (the “Marks”) during 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
written 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 during 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
propriety rights created by or resulting from Licensee’s use shall inure to the benefit
of Licensor.
5.145.15 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 authorized by all requisite corporate, governmental or limited
liability company action, as applicable;
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(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
the provisions of its charter documents or bylaws, any order, writ, injunction or
decree of any court or governmental authority 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
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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,
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 ANY AND 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’.
ParkMobile Indemnification.
ParkMobile will defend or settle, at its own expense, any Action brought against
City alleging any ParkMobile Service, infringes upon or misappropriates any
patent, copyright, trademark or other proprietary enforceable rights. ParkMobile
will pay all costs and damages finally awarded in any such Action or any settlement
amounts agreed to by ParkMobile. ParkMobile’s obligations under this Section are
subject to City:
(i) providing prompt written notice of the Action;
(ii) granting ParkMobile sole control of the defense and settlement of
the Action;
(iii) not performing any action prejudicial to ParkMobile’s ability to
defend the Action; and
(iv) providing cooperation and information reasonably requested by
ParkMobile.
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(c) ParkMobile shall not be liable hereunder for any settlement made by City,
without ParkMobile’s advance written approval, or for any award from any Action
in which ParkMobile was not granted control of the defense.
(d) ParkMobile has no liability for any Action based on:
(i) use of any Platform by City in violation of this Agreement;
(ii) any combination of the Platform with software, hardware, or other
materials not provided or specified by ParkMobile;
(iii) compliance by ParkMobile with designs, plans or specifications
furnished by or on behalf of City where such compliance gave rise to the
infringement Action;
(iv) continued use of any Platform after ParkMobile recommends
discontinuation because of possible or actual infringement; or
(v) use of a superseded or altered release of any part of the Platform if
the infringement would have been avoided by use of a current or unaltered
release of the Platform made available to City.
(e) If use of any part of the Platform is enjoined, or if ParkMobile reasonably
believes that use of the Platform may be enjoined, ParkMobile may, at its option,
(i) obtain the right for City to continue using the Platform;
(ii) replace or modify the Platform so it is no longer infringing; or
(iii) if neither (i) nor (ii) can reasonably be accomplished, terminate the
City’s license to use the Platform and issue a pro-rata refund of the Fees
prepaid for the time period following the date of termination.
(f) This Section 7.3 states City’s exclusive remedy and ParkMobile’s entire
liability for any Action of infringement of any Intellectual Property Rights of any
kind.
City Indemnification.
City shall indemnify, defend and hold harmless ParkMobile, its affiliates, and their
respective successors, assigns, officers, directors, employees, and representatives (each a
“ParkMobile Indemnified Party”) from and against any Action incurred by a ParkMobile
Indemnified Party or made, brought or recovered against a ParkMobile Indemnified Party by a
third-party to the extent resulting from or arising out of:
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the error, omission or other negligence or willful misconduct of City or its employees,
agents or contractors;
the breach or inaccuracy of any of the City’s representations or warranties in this
Agreement;
the breach of any of City’s covenants or agreements in this Agreement; or
any violations of Law by City or its employees, agents or contractors in connection with
this Agreement.
7.3 Indemnification Procedure. If a Party (“Indemnified Party”) seeks
indemnification under this Section 7, it shall promptly notify the other Party (“Indemnifying
Party”) of the Action and allow the Party a reasonable opportunity to exercise control over defense
and settlement of the Action using Indemnifying Party’s counsel. Provided the Indemnifying Party
actively assumes control of defense, its indemnification obligations shall not apply to amounts
paid in settlement entered into without the Indemnifying Party’s consent which will not be
unreasonably withheld or delayed. The Indemnifying Party shall not settle or consent to a judgment
that materially and adversely affects the rights or interests of the Indemnified Party, requires the
Indemnified Party to admit liability of any kind or imposes obligations on the Indemnified Party,
without the prior express written consent of the Indemnified Party which will not be unreasonably
withheld or delayed. The Indemnified Party and its employees and agents shall cooperate with the
Indemnifying Party in its investigation and defense at the Indemnifying Party’s expense.
8. MISCELLANEOUS
8.1 Force Majeure. 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 restriction, fire, flood, explosion, storm, earthquake, interruption in the supply of
electricity, power or energy, terrorist 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 written 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 courier or other service providing evidence of delivery, or
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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 Spring Street NW, Suite 200
Atlanta, Georgia 30309
Attention: Jonathan Ziglar
Telephone: (404) 818-9036
Facsimile: (770) 818-9039
Email: legal@ParkMobileglobal.com
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, written 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;
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(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.
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 intent, 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.
8.13 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
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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
municipal corporation
_________________________________
Eric Alegria, Mayor
ATTEST:
_____________________________
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_____________________________
William W. Wynder, City Attorney
PARKMOBILE:
PARKMOBILE, LLC, a Delaware limited liability
company
By:________________________________
Name: Tony Stewart
Title: General Counsel
Address: 1100 Spring St. NW, Suite 200 Atlanta,
GA 30309
By:________________________________
Name: Hank Vanjaria
Title: Chief Financial Officer
Address: 1100 Spring St. NW, Suite 200 Atlanta,
GA 30309
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SCHEDULE 1
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 writing 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 in 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 in 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.
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ParkMobile will collect the Total Price 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 offering, 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 other 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
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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 motorists
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 Enterprise 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
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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.
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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
Mounted Vehicle Sensors 4 $400 $1,600
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.
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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.
5.1 Monthly Wireless Fee for
Vehicle Detection Sensors
70
(12 months)
$ 3.00 per
sensor/per
month
$2,520
5.2 Monthly Fee for Gateway
(per sensor/per month)
4
(12 months)
$ 6.00 per
gateway/per
month
$288
5.3 Monthly Fee for Reservation
Platform
1
(12 months)
$500 per
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 Authorization Form", attached as Schedule 5.
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SCHEDULE 3
SCHEDULE OF PERFORMANCE
I. ParkMobile shall perform all work within seventy (70) calendar days following the
City’s issuance of the Notice to Proceed (NTP). Prior 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
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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 in 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 writing 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 authorized
personnel must be kept by City. City must notify ParkMobile by e-mail to terminate access of
any such authorized 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 Price Charged to User
f. Price Breakdown (where applicable)
i. Parking Fee
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ii. Service Fee
iii. Discount Amount
iv. Total Paid
g. Payment Method
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SCHEDULE 5
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
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71204709-1
12322-0020
This form authorizes Parkmobile, LLC, to send credit entries and appropriate 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 written termination notice from City and has a reasonable opportunity to act on it.
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