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CC SR 20211005 01 - Park Mobile UpdateCITY COUNCIL AGENDA REPORT MEETING DATE: 10/05/2021 AGENDA HEADING: Regular Business AGENDA TITLE: Consideration and possible action to the ParkMobile parking system and related Preserve parking issues. RECOMMENDED COUNCIL ACTION: (1) Receive and file an update on implementation of the ParkMobile app; (2) Approve the following modifications to the ParkMobile parking system: a)Allow same-day reservations (cutoff one hour prior to reservation start) b)Create simplified access to the ParkMobile reservation link c)Improve instructional signs d)Discontinue requiring reservations for Recreational Residential Parking Permit holders (3) Allow the parking moratorium on six parking spaces along Crenshaw Boulevard to expire on October 19, 2021; (4) Receive and file an update on the ParkMobile Parking System’s impacts to other trailheads and neighborhoods; (5) Receive and file an update on the City’s search engine optimization and related efforts; and, (6) Sunset the Pilot Preserve Shuttle Program. FISCAL IMPACT: N/A Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Daniel Trautner, Deputy Director of Recreation and Parks Matt Waters, Senior Administrative Analyst Katie Lozano, Senior Administrative Analyst REVIEWED BY: Cory Linder, Director of Recreation and Parks APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. If warranted, Draft Resolution No. 2021-___, extending the temporary parking restriction on Crenshaw Boulevard (page A-1) B. April 20, 2021, Staff Report (page B-1) 1 CITYOF RANCHO PALOS VERDES DT BACKGROUND: Since Summer 2020, the City has been engaged in efforts to create and implement holistic parking and access solutions for the Palos Verdes Nature Preserve. These efforts have included: • Consideration of a Preserve capacity analysis • Traffic and parking analysis • Parking solutions at the City’s busiest trailhead within the Del Cerro neighborhood , including: • ParkMobile Parking System • Dedicated parking enforcement • Parking fees and revised citation fines • Temporary parking moratorium on 330-ft section of Crenshaw Boulevard • A web and social media campaign • Methods to more evenly disperse public use of the Preserve, including • Beautification to Alta Vicente Reserve/Civic Center • A pilot shuttle program Tonight, Staff is providing updates on several of these efforts, and seeking the City Council’s direction on modifying the ParkMobile Parking System, expiring the temporary parking moratorium on six spaces on Crenshaw Boulevard, and sunsetting the Pilot Shuttle Program. DISCUSSION: 1. Status Update on ParkMobile Parking System The City implemented a soft-launch of the ParkMobile app-based parking system along Crenshaw Boulevard south of Crest Road and on Park Place on July 6, 2021. July was a trial month during which the City required reservations but charged no parking fee and used education rather than enforcement to address violations. In August 2021, the City fully implemented ParkMobile. Below are the parking regulations associated with the ParkMobile system: • Reservations to park along Crenshaw Boulevard (south of Crest Road) and on Park Place must be made by 11:59 p.m. the evening prior to a visit. Reservations cannot be made more than three days prior to a visit. • Parking (39 spaces) along Crenshaw Boulevard (south of Crest Road) is available in 2.75-hr blocks only (with the exception of free time slots discussed directly below), for a charge of $10 and a $.35 transaction fee. • Free parking is available along Crenshaw Boulevard Monday through Friday from 7 a.m. – 8:45 a.m. 2 • 15 parking spaces on Park Place are reserved for residents possessing a Recreational Residential Parking Permit. The provisions for reservations and 2.75- hr blocks of time defined above apply. • Two Americans with Disabilities Act (ADA) parking spaces exist on Park Place, but do not require reservations. • Parking enforcement monitors the area. • Street parking in excess of 75 cars exists on Crenshaw Boulevard north of Crest Road for free. Since ParkMobile was fully implemented in August, there has been a 7% use rate for the 39 public parking spaces along Crenshaw Boulevard south of Crest Road. This breaks down to a 5% use rate for the paid periods of time and a n 18.5% use rate for early weekday mornings, when parking is free. Paid time periods are weekends, holidays, and weekdays from 9 a.m. – sunset. Additionally, 68% of reservations are being made on weekends and 32% are being made on weekdays. See the tables below for a monthly breakdown: Reservations for 39 ParkMobile Parking Spaces Along Crenshaw Boulevard July 6-31, 2021 Reservations Made Reservations Available Reservations Rate Average Daily Reservation Paid Time Period* 801 4329 18.5% 30.8 Free Time Period 168 741 22.7% 8.8 Total 969 5070 19% n/a *fees waived during trial month August 1-31, 2021 Reservations Made Reservations Available Reservation Rate Average Daily Reservation Paid Time Period 247 5,187 4.8% 8 Free Time Period 173 858 20.2% 7.9 Total 420 6045 6.9% n/a September 1-22, 2021 Reservations Made Reservations Available Reservation Rate Average Daily Reservation Paid Time Period 180 3432 5.2% 8.2 Free Time Period 104 624 16.7% 6.5 Total 284 4056 7% n/a Residential/ADA Parking Stalls Staff has provided additional figures for the 15 Residential Recreational Parking Permit spaces and two ADA parking spaces on Park Place. However, this data is not as useful for the following reasons: There are additional levels of complexity for residential permit holders to book a reservation, and about 60% of visitors who park in this area do not make a reservation, but display their City-issued parking permit placard, as was the previous system. Park Rangers have not been issuing citations if the vehicle has a valid 3 City-issued placard displayed. Due to the complicated additional steps needed to make a ParkMobile reservation for the Residential Recreational Parking Permit spaces, Staff recommends discontinuing requiring ParkMobile reservations for these permit holders. That said, on average, the 15 Recreational Residential Parking stalls are at approximately 60% capacity on weekends and about 30% capacity on weekdays. These numbers are comprised of both visitors who made a reservation, and those who did not make a reservation, but displayed a valid parking permit placard. See the tables below for a monthly breakdown: Reservations for 15 Recreational Residential Parking Permit Spaces on Park Place, and 2 ADA Spaces July 6-31, 2021 Reservations Reservations Available Rate of Reservation Average Daily Reservation Residential 44 1950 2.3% 1.7 ADA* 81 260 31.2% 3.1 *ADA spaces no longer require advanced reservation effective August 1 August 1-31, 2021 Reservations Reservations Available Rate of Reservation Average Daily Reservation Residential 204 2325 8.8% 6.6 September 1-22, 2021 Reservations Reservations Available Rate of Reservation Average Daily Reservation Residential 114 1560 7.3% 5.2 Since parking enforcement for the ParkMobile system began in August 2021, 288 citations have been issued for non-compliance with related parking regulations as broken down below: • Recreational Residential Permit Parking on Park Place violations: 71 • Failure to acquire ParkMobile reservation on Crenshaw Boulevard: 203 • Parking afterhours: 14 Revenue and Expenditures Staff and ParkMobile’s original revenue assumptions were based on 25%-50% usage. Our current usage rate for paid reservations is 5% through the first approximately two months. Projected revenue and usage fell far below original projections . Staff is recommending some changes to the parking system, as described below, to address some core sources of dissatisfaction expressed by users. Staff will assess use levels associated with these changes over the next few months of implementation. Additional information is provided in the April 20, 2021, staff report (Attachment A). 4 Parking Program Revenue to Date: • ParkMobile reservation fees collected (with ParkMobile fees subtracted): $2,903 • Parking citation fines (pending failures to pay): $31,680 Annual Program Costs: • Parking enforcement personnel cost: $110,000 a year • ParkMobile initial annual cost (included installation expenses): $24,308 • Annual fee for subsequent years: $8,808 o $.35 transaction fees borne by the user for each paid reservation o $.35 transaction fee borne by City for each free reservation o $.15 transaction fee borne by the City for each paid reservation o 3% of total City revenue is paid to ParkMobile 2. Proposed Modifications to the ParkMobile Parking System The original goal of the ParkMobile system was to provide immediate relief to the Del Cerro area from traffic and related negative impacts that have increased over the last 13 years and sharply increased during the pandemic, when use doubled at this most popular access point to the Preserve. This dramatic increase in trail use was seen throughout Los Angeles County and beyond. Since many pandemic-related restrictions were lifted in May 2021 and ParkMobile was implemented in July 2021, public use of the two trailheads in the Del Cerro neighborhood has returned to the pre-pandemic levels. The ParkMobile system was implemented as part of a multi-pronged, balanced approach to mitigate traffic impacts while accommodating the increasing public use of the Preserve. While Staff worked with ParkMobile to design a system that was expected to be extensively utilized by the public, it is clearly being underutilized at a 7% reservation rate. The following parking program configurations, consisting of reservation by 2.75-hour blocks of time and an advanced reservation requirement are not typical of most parking reservation systems but intended to reduce vehicle turnover to minimize impacts to the surrounding residential neighborhoods. The City implemented the program with the understanding that it is scalable and adjustable, and will reach the desired equilibrium to balance public access, minimize traffic issues, and attempt to achieve acceptable cost recovery. Since implementation, the City has received concerns from the public regarding the requirement for advanced reservations and that the reservation system (especially the app) is difficult to use. Many also communicated that the $10 fee deters them from parking in the paid areas. Additionally, the process to make a reservation with a Recreational Residential Parking Permit contained an added level of complexity that residents have found challenging. However, the parking system has only been fully implemented for two months. Staff recommends a combination of both implementing changes to the parking program outlined below while also continuing to allow the public to learn and become accustomed to using the app. The modifications to the ParkMobile system listed below are recommended by Staff. If approved, Staff would monitor the results over the next 90 days and return with another status update for the City Council’s consideration. 5 • Allow same-day reservations (with cutoff one hour prior to reservation start) • Create simplified access to the ParkMobile reservation link • Improve instructional signs • Discontinue requiring reservations for Recreational Residential Parking Permit holders Staff is making these recommendations to directly address some of the more common feedback from the public that the program is confusing and that it is difficult to plan a visit the night before the visit. Additionally, ParkMobile has recommended directing users to the ParkMobile weblink rather than the app, becau se it is easier to use. Staff is recommending changing signage and the City’s website to direct visitors to the ParkMobile webpage rather than the app, and to potentially include QR codes for easy access to information. 3. Lift the Temporary Parking Moratorium Since September 2020, a temporary parking restriction has been in place along Crenshaw Boulevard south of Crest Road, near Crenshaw Boulevard’s intersection with Park Place, to provide traffic relief to the Del Cerro neighborhood until a larger -scale parking solution is implemented. The temporary parking restriction was formally adopted by the City Council, via resolution, on September 1, 2020, for 60 days and was extended on October 20, 2020, December 15, 2020, March 16, 2021, May 18, 2021 , and September 7, 2021. The number of spaces subject to the temporary parking restriction were reduced from nine to six, because in March 2021, the City Council permanently restricted parking 155 feet north of Park Place to provide adequate sight distance, as recommende d in a traffic study. The reasons for the extending the temporary parking moratorium included determining long-term parking and traffic solutions and the intent to leave the temporary parking restriction in place until these solutions were implemented for a period of time long enough to effectively reduce and calm traffic on Crenshaw Boulevard. The current temporary parking restriction expires on October 19, 2021. Now that ParkMobile has been fully implemented for a period of more than two months and traf fic has been significantly reduced, Staff recommends allowing the parking moratorium to expire on the current October 19 expiration date. This will give staff time to work with ParkMobile to enter these additional six parking spaces into the ParkMobile reservation system, repaint the curb, and install temporary signage. However, if it is the City Council’s desire to extend the temporary parking moratorium to allow more time to assess traffic impacts on Crenshaw Boulevard south of Crest Road, as an alternative action, attached is a draft resolution (Attachment A) extending the moratorium until January 18, 2022. 4. Status Update on the ParkMobile Parking System’s Impacts to other Trailheads and Neighborhoods 6 In addition to the Burma Road and Rattlesnake Trailheads, Staff has been monitoring other Preserve entry points to detect increases in use or negative impacts to neighborhoods resulting from changes to parking management in the Del Cerro area. Park Rangers have observed that parking has nearly doubled along Crenshaw Boulevard north of Crest Road, where street parking is free. Staff has not received complaints from residents or businesses along Crenshaw Boulevard, north of Crest Road. Feedback from Preserve-adjacent neighbors and businesses follows: Del Cerro HOA (Portuguese Bend Reserve) Staff has been in contact with the Del Cerro HOA throughout the process of the Holistic Preserve Parking and Access management effort, and specifically ParkMobile implementation. They will provide more specific feedback as late correspondence. St. John Fisher Church (Portuguese Bend, Filiorum and Three Sisters Reserves) Overall, the impacts of ParkMobile have been positive because traffic has been reduced on Crenshaw Boulevard south of Crest Road. Church staff ha ve observed hikers parking in the church parking lot on weekends, and will be installing additional sign s stating that this is prohibited. Seacrest HOA (Filiorum and Three Sisters Reserves) While there doesn’t appear to be a consistent increase in car traffic or parking in this neighborhood, neighbors are seeing a definite increase in foot traffic on sidewalks throughout the neighborhood and Crooked Patch Trail. Staf f will remain in contact with the neighborhood representative to assess conditions and recommend solutions as they become necessary/requested. Ladera Linda HOA (Forrestal Reserve) The HOA has indicated that public use has been high at Forrestal Reserve. The City has had a trail counter at Pirate Trail (Forrestal’s busiest trailhead) since July 2018. It is important to note that trail counters are not 100% accurate on daily counts but have general accuracy and show trends in use. While Pirate Trail is one of four trailheads for Forrestal Reserve adjacent to Ladera Linda neighbors, use nearly doubled during the pandemic. However, once significant pandemic-related closures were lifted and more recreational and entertainment options became available in June 2020, use did drop at Pirate Trailhead from the peak pandemic use levels. However, use remains higher than pre-pandemic use levels. Trail counter data is difficult to interpret because ParkMobile was implemented just one month after significant pandemic-related closures were lifted, and not enough data is available to determine a trend. Staff will continue to monitor use levels at Forrestal Reserve. Additionally, Staff has installed two more trail counters at trailheads at this access point. 7 It should be noted that the City is currently in the process of implementing parking and access solutions in the Ladera Linda and Forrestal Reserve area including a security plan for the proposed Ladera Linda Park and Community Center project, gates to control park and Forrestal Reserve access, surveillance cameras, enhanced staff monitoring in the immediate area, and consideration to implement a Residential Permit Parking Program on Sea Raven Drive and Phantom Drive within the Ladera Linda HOA (tentatively scheduled for the October 19 City Council meeting). Trump National Golf Club (Ocean Trails Reserve) Trump National has seen an increase in trail use, but the increase does not coincide directly with the timing of ParkMobile implementation. It is possible that ParkMobile implementation may have increased use at Ocean Trails Reserve, but it is hard to interpret at this time. Park Rangers have noticed consistent heavy use at Ocean Trails Reserve and more recently increased calls for service from the public. West Portuguese Bend HOA (Abalone Cove Park/Reserve/Beach) The HOA has not seen an increase in parking or traffic in its neighborhood that coincides with ParkMobile implementation. The HOA feels that with the loosening of COVID-19 restrictions, parking and traffic conditions are back to pre-pandemic conditions. Oceanfront Estates HOA (Vicente Bluffs Reserve): The HOA has not seen an increase in use that corresponds to ParkMobile implementation. Neighbors surmise that this is because of the significantly different experiences at Portuguese Bend Reserve and Vicente Bluffs Reserve. 5. Status Update on Search Engine Optimization Efforts Staff continues to work on a public outreach campaign and search engine optimization (SEO). The City’s SEO consultant, Tripepi Smith, has performed initial research and benchmarking to determine which trail-related webpages people are visiting and how they are finding them. Tripepi Smith has also supported Open Space Management (OSM) Staff with trouble-shooting the claiming of more complicated Google My Business listings. Staff worked with Tripepi Smith to optimize four trail-related City webpages for search strength and on third-party blog/site outreach to help correct incorrect public information on the Preserve. Additionally, Staff continues to disseminate information through social media on alternate reserves for the public to visit to disperse use away from the very popular Portuguese Bend Reserve. Tripepi Smith has contacted popular websites to encourage them to emphasize alternative reserve locations. When the SEO effort began, the highest-ranking websites were: 1. alltrails.com 2. tripadvisor.com 3. tanamatales.com 4. modernhiker.com 8 5. hikespeak.com 6. maureenmegowan.com 7. racheloffduty.com In recent months, Tripepi Smith launched a digital messaging campaign to encourage online visitors to click on City-maintained websites with accurate Preserve information that directs visitors toward less-impacted trails. The digital messaging campaign occurred on Google and Facebook. Tripepi reported that following data for June 25 -September 2, 2021: Google Digital Messaging Impressions (digital message viewed): 11,347 Clicks (digital message viewed and City webpage accessed): 1,871 Average click-through rate: 16.39% Facebook Impressions: 170,874 Clicks: 10,874 Average click-through rate: 6.37% In addition to SEO, Park Rangers have claimed ownership of 22 Preserve Google Business addresses and worked with the City Attorney and Google to correct two instances of misinformation on Google Maps. Staff has also taken ownership of the Abalone Cove Yelp page and is working to obtain others. Park Rangers monitor social media for groups that plan to hold events in the Preserve and reach out proactively when the events violate the City’s open space regulations. Typically, Park Rangers find 1-3 groups weekly planning to hold group hikes in the Preserve. 6. Sunset the Pilot Shuttle Program From April-July 2021, the City operated a 90-day Preserve Pilot Shuttle Program through a Memorandum of Understanding with the Palos Verdes Peninsula Transit Authority . The Preserve Shuttle operated Fridays, Saturdays, Sundays, and holidays between 8 a.m. and 5:30 p.m., and connected these key Preserve areas: • Alta Vicente Reserve/Civic Center • Point Vicente Interpretive Center • Abalone Cove Park/Reserve/Beach • Lower Portuguese Bend Reserve (formerly known as Gateway Park) on Palos Verdes Drive South On July 6, 2021, Staff presented the City Council with information on the pilot program so that the City Council could assess and provide direction on the program. Staff reported that the shuttle had low ridership at an estimated cost of $XX per rider. While the service 9 itself was funded through Proposition A, the program required City staff time to staff shuttle locations. At that meeting, the City Council directed Staff to pause the program for a period of 90 days at which time Staff would bring the program back to the City Council for consideration. The program has been paused for 90 days, and during this period, staff has observed that public use has returned to pre-pandemic levels, the parking demand has lessened, and parking impacts have not spilled over to other trailheads. Thus, all things considered, Staff recommends the City Council sunset the Pilot Preserve Shuttle Program. Additional Information: Traffic and Parking Analysis In March 2021, the City completed an expedited site distance survey to analyze site distance and driving conditions on Crenshaw Boulevard, south of Crest Road and Park Place. As a result of this study, the City permanently restricted parking in three areas to create the recommended site distance for traffic conditions, and this resulted in the elimination of 14 parking spaces through red-curbing and signs. The City will also be conducting larger scale traffic/safety calming plans in various locations throughout the City. The first is at Crenshaw Boulevard (north and south of Crest Road) and Park Place. It will contain best practices to address driving behavior and other vehicular and pedestrian traffic safety concerns based on the existing parking spaces; and it will include a range of options with recommendations including short -term and long- term measures. Staff will work with a traffic consultant to complete this plan once the desired level of parking along Crenshaw Boulevard south of Crest Road and on Park Place has been achieved and has reached an equilibrium. Staff will have a better assessment of the parking situation in the Del Cerro area over the next six months, and will plan to start the traffic study in Spring 2022. The second traffic/safety calming plan will cover all of Forrestal Drive (including behind the existing gate). It will contain best practices to address driving behavior and other vehicular and pedestrian traffic safety concerns, including queuing, based on the number of parking spaces; and it will include a range of options with recommendations including short-term and long-term measures. This plan will be completed prior to construction of the new Ladera Linda Park and Community Center project. Subsequent to this study, traffic studies will be conducted for the Abalone Cove parking lot and adjacent Palos Verdes Drive South, where queuing occurs, and the Point Vicente Interpretive Center. Burma and Rattlesnake Trailhead Gates A gate to control pedestrian access at Burma Road Trail was installed in November 2020. It was severely damaged in July 2021 and again in September 2021 . The cause is unknown, but likely included a vehicle collision or vandalism. The remaining sections of Burma gate were damaged by a vehicle accident in July 2021 and again in August 2021. 10 The Public Works Department is working on a plan of action to repair the gate, including adding mechanisms (i.e. bollards and considering a surveillance camera system) to protect against vehicle accidents and vandalism. The timing of the reinstallation of Burma gate is unknown at this time but will be completed as soon as possible. Installation of the Rattlesnake Trail fence and gate is dependent upon the Island View HOA granting the City permission to use its property for installation and maintenance of the fence. In the event the HOA does not grant the City permission, the City is in the process of identifying viable and cost-effective alternatives to the current plan, such as relocating the gate within the existing easement area on the Rattlesnake Trail . CONCLUSION: Staff recommends the City Council review the information contained in this report; adopt the Staff recommendations to the ParkMobile program; consider allowing the temporary parking moratorium on six parking spaces along Crenshaw Boulevard to expire; and consider sunsetting the Pilot Preserve Shuttle Program. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action is available for the City Council’s consideration: 1. Adopt the attached resolution (Attachment A) to extend the temporary parking moratorium for six parking spaces on Crenshaw Blvd. between Park Place and Rattlesnake Trailhead until January 18, 2022. 2. Reinstate the Pilot Preserve Shuttle Program. 3. Direct Staff to take other action related to this item. 11 01203.0001/702620.1 RESOLUTION NO. 2021-__ A RESOLUTION OF THE CITY COUNCIL OF CITY OF RANCHO PALOS VERDES, CALIFORNIA, EXTENDING TEMPORARY PARKING AND STOPPING RESTRICTIONS ALONG AN APPROXIMATELY 330-FOOT SECTION (OR APPROXIMATELY SIX PARKING SPACES) OF THE SOUTH SIDE OF CRENSHAW BLVD. FROM APPROXIMATELY RATTLESNAKE TRAILHEAD TO PARK PLACE UNTIL JANUARY 18, 2022 WHEREAS, the City of Rancho Palos Verdes (“City”) is a general law City located in the County of Los Angeles, State of California; and WHEREAS, California Vehicle Code Section 22507(a) provides that local authorities may, by ordinance or resolution, prohibit or restrict the stopping, parking, or standing of vehicles on certain streets or highways, or portions thereof, during all or certain hours of the day, and that, with the exception of alleys, the ordinance or resolution shall not apply until signs or markings giving adequate notice thereof have been placed; and WHEREAS, on or around 2010, residents adjacent to the Palos Verdes Nature Preserve began expressing concerns to the City Council regarding adverse impacts associated with the volume of vehicles in their neighborhood. The concerns varied between illegal parking and stopping, unlawful turning movements, excessive vehicle speeds, and line-of-sight impacts to name a few; and WHEREAS, on August 18, 2020, City Co uncil in an effort to enhance the public’s safety on the roadway and minimize conflicts among drivers, directed staff to implement a temporary parking and stopping prohibition along Crenshaw Blvd. south of Crest Road up to the Burma Road Trailhead gate for 60 days, unless extended by the City Council; and WHEREAS, this temporary parking and stopping prohibition was put in place to allow the City to study the parking problems associated with this area of Crenshaw Blvd. and develop permanent solutions; and WHEREAS, this temporary parking and stopping prohibition was extended in October 2020, December 2020, March 2021, and May 18, 2021, and September 7, 2021 and is set to expire on October 19, 2021; and WHEREAS, to assist with studying the parking issues in this area, the City contracted with Willdan, a civil engineering firm, to provide a traffic study of the portion of Crenshaw Blvd. south of Crest Road; and WHEREAS, in March 2021, as a result of the traffic study, the City Council A-1 01203.0001/702620.1 Resolution No. 2021-__ Page 2 of 4 approved permanently restricting parking in three parking spaces within the temporary parking restricted area to improve line of sight; and WHEREAS, in July 2021, the City launched its new online parkin g reservation system for Del Cerro Park and the Portuguese Bend Reserve for certain parking spaces on Crenshaw Blvd. South of Crest Road and on Park Place near the Rattlesnake and Burma Road Trailheads; and WHEREAS, the City Council now wishes to extend the temporary parking and stopping prohibition for six parking spaces. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES DOES HEREBY FIND, DETERMINE , AND RESOLVE AS FOLLOWS: Section 1: That the foregoing recitals are true and correct, and are incorporated herein by reference. Section 2: That the City Council hereby adopts the following findings: A. The City and its residents have recently experienced significant congestion and other public health, safety, and welfare issues rel ated to the high volume of people seeking to access the Palos Verdes Nature Preserve (“Preserve”). B. Due to the Preserve’s popularity, the portion of Crenshaw Boulevard near the Preserve often becomes impacted with vehicles, bicycles, and pedestrians seeking to enjoy the facilities. Parking is limited and when full, drivers must turn around to find parking elsewhere. C. The popularity of the Preserve and the associated parking problems have resulted in congestion, which may increase the risk of vehicular and pedestrian accidents due to obstructed visibility, trespassing, and other criminal activities and noise and other public nuisance impacts in the residential neighborhoods the entrance to the Preserve, to the detriment of the residents’ health, safety, and welfare. D. The parking and stopping prohibitions described here are designed to lessen congestion on Crenshaw Blvd., nearby streets, and the area around the Preserve. Section 3: Pursuant to Vehicle Code § 22507(a), the City Council orders that for a period extendin g through January 18, 2022 following the adoption of this resolution, the existing temporary drop-off zone near Rattlesnake gate shall be extended, and parking shall be prohibited along an approximately 330-foot section (or approximately six parking spaces) of the south side of Crenshaw Blvd. from approximately Rattlesnake Trailhead to Park Place located with the geographic boundaries of the City of Rancho Palos Verdes; and A-2 01203.0001/702620.1 Resolution No. 2021-__ Page 3 of 4 Section 4: City staff are hereby directed to post signs and/or other paintings or makings, consistent with the requirements of law that shall give notice that stopping, parking, or standing of vehicles within the temporary no parking area noted above shall be, and hereby is, prohibited. Section 5: The temporary parking prohibition shall be effective on the date of adoption of this resolution for a period extending through January 18, 2022, unless extended or lifted by the City Council. Section 6: That, in accordance with Vehicle Code Section 22507, the parking restrictions set forth in Section 3(b) shall not apply or be enforced until signs or markings giving adequate notice of the restrictions have been placed. The City Manager, or his or her designee, as soon as practicable after adoption of this resolution, shall cause the placement of signs along the subject portions of Crenshaw Boulevard. The number and location of the signs or markings shall be as deemed necessary by the City Manager to give adequate notice of the restrictions. The signs shall read substantially as follows: Section 7: That this resolution shall take effect immediately. Section 8: That if any section, subsection, subdivision, sentence, clause, phrase, or portion of this resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remainder of this resolution. The City Council hereby declares that it would have adopted this resolution, and each and every section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional. Section 9: That the City Clerk shall certify to the passage, approval, and adoption of this resolution, and shall cause this resolution and its certification to be entered in the Book of Resolutions of the City Council of the City. Section 10: That the adoption of this resolution does not constitute a “project” within the meaning of Section 15378 of the California Environmental Quality Act (CEQA) Guidelines, as the parking restrictions do not have the potential for resulting in either a direct physical change to the environment, or a reasonably foreseeable indirect physical change in the environment. Therefore, this resolution is not subject to CEQA. A-3 01203.0001/702620.1 Resolution No. 2021-__ Page 4 of 4 PASSED, APPROVED and ADOPTED on this 5th day of October, 2021. _____________________ Eric Alegria, Mayor Attest: ___________________________ Teresa Takaoka, City Clerk State of California ) County of Los Angeles ) ss City of Rancho Palos Verdes ) I, Teresa Takaoka, City Clerk of the City of Rancho Palos Verdes, hereby certify that the above Resolution No. 2021-__ was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on October 5, 2021. ___________________________ Teresa Takaoka, City Clerk A-4 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 B-1 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 B-2 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. B-3 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. B-4 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 B-5 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. B-6 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. B-7 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 B-8 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. B-9 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. B-10 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 B-11 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 B-12 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 B-13 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 B-14 (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 B-15 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 B-16 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. B-17 (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. B-18 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 B-19 (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. B-20 (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 B-21 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 B-22 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; B-23 (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 B-24 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. B-25 (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: B-26 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 B-27 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; B-28 (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 B-29 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 B-30 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. B-31 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 B-32 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 B-33 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. B-34 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. B-35 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. B-36 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 B-37 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 B-38 ii. Service Fee iii. Discount Amount iv. Total Paid g. Payment Method B-39 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 B-40 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. B-41