CC SR 20220405 K - Park Mobile Extension Agreement
CITY COUNCIL MEETING DATE: 04/05/2022
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve an amendment to the 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 Amendment No. 1 to the professional services agreement with
ParkMobile thereby extending the term an additional eight months to December
31, 2022, at an additional cost of $5,872, to continue providing 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 amended professional services
agreement, subject to approval as to form by the City Attorney.
FISCAL IMPACT: If approved, the cost of extending the contract term for an additional
eight months is $5,872. The fiscal impact in FY 2021-22 is $1,468
and is included in the current budget. The remaining balance of
$4,404 will be included in the FY 2022-23 budget request.
Amount Budgeted: $19,000
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. Amendment No. 1 to the Professional Services Agreement with ParkMobile
(page A-1)
B. Professional Services Agreement with ParkMobile (page B-1)
C. April 20, 2021, Staff Report
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 a request for proposals for a
parking reservation/permit online system for parking along Crenshaw Boulevard south 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,
2020 meeting, the City Council authorized Staff and the City Attorney to negotiate an
agreement with ParkMobile for consideration at a future meeting.
The City Council approved a professional services agreement (“agreement”) on April 20,
2021 (Attachments B and C). The City Council approved an appropriation of $24,308 for
the installation and operation of the ParkMobile parking app and provided direction on
Preserve parking procedures and fees in that area. The agreement term was for one year
ending on April 19, 2022. The current agreement included $15,500 in initial installation
and one-time fees and $734 in monthly fees ($8,808 annual total), as shown below.
Cost for Original Professional Service Agreement
Fee Units Cost Term Total
Cost Monthly Wireless Fee for Vehicle Detection
Sensors 70 Sensors
$ 3.00 per
sensor/per
month
12 months $2,520
Monthly Fee for Gateway (per
sensor/per month) 4 Gateways
$ 6.00 per
gateway/per
month
12 months $288
Monthly Fee for Reservation Platform Lump Sum $500 per
month 12 months $6,000
TOTAL $734 $8,808
The agreement states the parties may agree to renew or extend the term of the agreed -
upon terms that are mutually agreeable to the parties. In an effort to better evaluate the
effectiveness of the program as users become more familiar with the ParkMobile parking
app and with the warmer months upon us, Staff recommends extending the agreement
until December 31, 2022. If extended through December 31, 2022, staff will have a year
and a half of data on the ParkMobile Parking Program since its initial implementation in
July 2021. If the City Council agrees, the attached amendment to the agreement would
allow the reservation system to continue until December 31, 2022 (Attachment A).
The proposed amendment to the original agreement does not include any installation
fees. As shown on the following page, the cost to extend the original agreement equates
to $5,872, which covers eight months of fees.
2
Cost for Amendment No. 1
Fee Units Cost Term Total
Cost Monthly Wireless Fee for Vehicle Detection
Sensors 70 Sensors
$ 3.00 per
sensor/per
month
8 months $1,680
Monthly Fee for Gateway (per
sensor/per month) 4 Gateways
$ 6.00 per
gateway/per
month
8 months $192
Monthly Fee for Reservation Platform Lump Sum $500 per
month 8 months $4,000
TOTAL $734 $5,872
Staff will return to report updates on the ParkMobile parking program in July 2022 for a
mid-year and December 2022 for an end-of-year status update. Providing updates at six-
month intervals will allow City Council to receive status updates and provide input on
modifications and adjustments to improve the ParkMobile Parking Program.
CONCLUSION:
Staff’s recommends to approve Amendment No. 1 to the professional services agreement
with ParkMobile to provide app-based parking services at Del Cerro Park and sections of
Crenshaw Boulevard south of Crest Road until December 31, 2022 at an additional cost
of $5,872.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve the amendment.
2. Extend the term of the amendment for longer than eight months.
3. Take other action, as deemed appropriate.
3
01203.0001/777454.1
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
PARKMOBILE LLC, a Delaware limited liability company (“Consultant”) is effective as of
April 20, 2022.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking
services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the
“Services”) for one year, for a Contract Sum of $24,308, which included equipment installation
costs.
B. City and Consultant now desire to extend the Agreement for Consultant to continue
to provide the Services through December 31, 2022, for an additional compensation of $5,872
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 3.2, Contract Sum, is amended to read:
“Contract Sum Subject to any limitations set forth in this Agreement, City agrees
to pay Consultant the amounts specified in Schedule 2 and incorporated herein by
this reference. The compensation, including reimbursement for actual expenses,
pursuant to Schedule 2, Section I, shall not exceed $24,308 (Twenty Four Thousand
Three Hundred and Eight Dollars) $30,180 (Thirty Thousand One Hundred and
Eighty Dollars) plus freight charges (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1.9. In the interest of clarity, the
Contract Sum does not include Reservation Transaction Fees stated in Schedule 2,
Section II.”
b. Section 4.1, Term, is amended to read:
“The initial term of this Agreement shall commence as of the Effective Date and
end one (1) year from the Effective Date (the "Initial Term") The Parties may agree
to renew or extend the Term of this Agreement upon terms that are mutually
agreeable to the Parties. The date on which this Agreement is terminated or expires
as provided herein is called the “Termination Date,” and the period from the
Effective Date through the Termination Date is herein called the “Term.”
The Term is hereby extended through December 31, 2022.”
A-1
01203.0001/777454.1
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
A-2
01203.0001/777454.1
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
____________________________________
David L. Bradley, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
PARKMOBILE LLC, a Delaware limited
liability company
By: ________________________________
Name: Tony Stewart
Title: General Counsel & Secretary
By: ________________________________
Name: Jeff Perkins
Title: Chief Executive Officer
Address: 1100 Spring Street NW, Suite 200
Atlanta, CA 30309
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
A-3
PARKING SERVICES MASTER AGREEMENT
THIS PARKING SERVICES AGREEMENT(the"Agreement")is made and entered into as of
this ,
261``day of A-PRi i , 2021 (the "Effective Date"), by and among PARKMOBILE, LLC, a
Delaware limited liability company located at 1100 Spnng Street, NW, Suite 200, Atlanta, GA 30309
ParkMobile"), and the CITY OF RANCHO PALOS VERDES, a California municipal corporation
City") ParkMobile and City shall each be a"Party"and collectively the"Parties"
RECITALS
WHEREAS, ParkMobile is engaged in the business of providing integrated solutions for the
management of parking-related matters, which may include providing a system for aggregate policy
management, operating, reporting and analytics of electronic parking services, electronic payment of on-
demand,reservation and/or permit parking,related back-office administration,assistance with and a system
for the marketing and sale of such parking through the Internet and ParkMobile propnetary websites and
mobile applications and other parking related services, including parking related services that may be
developed and offered by ParkMobile from time to time(individually and collectively,the parking services
offered by ParkMobile are referred to as the"ParkMobile Services"or the"Services"), and
WHEREAS,City has sought,by issuance of an Invitation for Bids,the performance of the type
of services defined and described particularly in this Agreement,and
WHEREAS, ParkMobile, following submission of a bid for the performance of the ParkMobile
Services defined and described particularly in this Agreement, was selected by the City to perform those
Services, and
WHEREAS,ParkMobile and City desire to enter into a mutually beneficial arrangement pursuant
to which ParkMobile will provide the ParkMobile Services to City under the terms and conditions stated
herein,and
WHEREAS,Pursuant to the City of Rancho Palos Verdes Municipal Code,City has authority to
enter into and execute this Agreement
WHEREAS,the Parties desire to formalize the selection of ParkMobile for performance of those
Services defined and particularly described in Schedule 1 of this Agreement and desire that the terms of
that performance be as particularly defined and descnbed herein
NOW, THEREFORE, in consideration of the terms, conditions, covenants and agreements
contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged by the Parties hereto,the Parties hereto agree as follows
1 DEFINITIONS
Except as otherwise expressly indicated m this Agreement, the following terms if used in
this Agreement will have the following meanings (such meanings to be applicable equally to the
singular and plural forms of the terms defined)
1 1 "Action" means any claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or
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investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in
equity, or otherwise
1 2 "Agreement" means this Parking Services Agreement, including all Schedules,
any additional agreement or terms and conditions which are acknowledged or agreed upon in
writing by City and ParkMobile in connection with the ParkMobile Services,and any agreements
or orders referencing this Parking Services Agreement, including as amended from time to time
1 3 "Application" means propnetary mobile applications offered by ParkMobile, and
applications offered by third-parties or ParkMobile business partners related to ParkMobile
Services,and other applications and Technology as ParkMobile may develop for use in connection
with the ParkMobile Services, including for the purpose of scheduling, starting, extending and
completing Transactions and making payment for all related charges and fees
1.4 "Emerging Parking Revenue"means the Total Price generated by Users using an
Emerging Payment Method less User Fees charged by ParkMobile, Transaction Processing Fees,
and any applicable bank transfer and other third-party fees
1 5 "Fees" means any and all fees charged by ParkMobile in connection with the
ParkMobile Services
1 6 "Intellectual Property Rights" means any and all registered and unregistered
rights granted,applied for,or otherwise now or hereafter in existence under or related to any patent,
copyright, trademark, trade secret, database protection, or other intellectual property rights Laws,
and all similar or equivalent rights or forms of protection, in any part of the world
1 7 "IVR System"means ParkMobile's interactive voice response system
1 8 "Law"means any statute,law,ordinance,regulation,rule,code,order,constitution,
treaty, common law,judgment, decree, or other requirement of any federal, state, local,or foreign
government or political subdivision thereof, or any arbitrator, court, or tribunal of competent
junsdiction
1 9 "Net Parking Revenue" means the Total Price generated by Users using a
Traditional Payment Method, less User Fees charged by ParkMobile, Transaction Processing Fee,
and any applicable bank transfer and other third-party fees
1 10 "New Version"means any new version of the Platform that ParkMobile may from
time to time introduce and market generally, and which ParkMobile may make available to City
at an additional cost
1 11 "Parking Fee" means, for each Transaction, the amount set by City for a given
Transaction Parking Fees do not include the User Fee
1 12 "ParkMobile360"means an Application for aggregate policy management,operating,
reporting and analytics of parking services
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1 13 "Permitted Use" means use of the Platform by City for the benefit of the City in
the ordinary course of its business operations
114 "Personal Information" means any information relating to an identified or
identifiable natural person, or which relates to, is reasonably capable of being associated with, or
could reasonably be linked,directly or indirectly, with an individual, including without limitation
personal identifiers, commercial information, biometnc information, Internet or other electronic
network activity information, and geolocation data
1.15 "Platform" means collectively the Applications, ParkMobile Services, Site(s),
IVR System,Technology,any ParkMobile technologies,functions,servers,databases,and parking
management systems, other ParkMobile products, services, content, features, technologies,
functions, applications, and related websites or other applications, and any updates, changes,
revisions or additions thereto
1 16 "Report"means a detailed statement of information related to the Transactions,as
more particularly descnbed in Schedules 1 and 4 attached to this Agreement and incorporated
herein
117 "Schedule(s)" means those Schedules attached and incorporated into this
Agreement to further descnbe ParkMobile Services and additional terms of the Agreement
1 18 "Site(s)"means any website owned or controlled by ParkMobile
1 19 "Technology" means any and all ParkMobile technology (including, but not
limited to,application programming interfaces,software,etc)provided by ParkMobile to City that
is necessary for City to use and access the ParkMobile Services solely as contemplated hereunder
1 20 "Total Price" means the total amount to be charged to the User for each type of
Transaction, including (as applicable) the Parking Fee, any User Fee, Service Fee or other fees
which may be charged in accordance with this Agreement
1.21 "Transaction"means a User's purchase through the Platform of the right to use a
parking space, charging station, or other service for a certain period of time
1 22 "Transaction Processing Fee" means merchant processing, gateway and related
fees as expressly set forth on a Schedule
1 23 "User"means the individual end user, not the City,using the Platform
1 24 "User Data" means all data collected from Users in connection with their use of
the Platform, including without limitation, Personal Information, and all data sets, data
aggregation, deidentified data, and analytical data created by ParkMobile in connection with or
based on Users and/or their use of the ParkMobile Services
1 25 "User Fee" means the fees charged by ParkMobile in connection with the
ParkMobile Services
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2 PARKMOBILE SERVICES
2.1 Agreement Applicability City acknowledges and agrees that the terms and
conditions of this Agreement shall govern City's access and use of the Platform, mcluding all
ParkMobile Services, Applications and Technology, currently offered or to be offered by
ParkMobile The specific ParkMobile Services for which City is purchasing a license are shown
in Schedule 1 City may purchase licenses for additional ParkMobile Services at any time during
the Term In the event of any conflict between this Agreement and any subsequent agreement or
amendment between the Parties, the latest of such documents shall prevail to the extent of the
conflict As a matenal inducement to the City entenng into this Agreement,ParkMobile represents
and warrants that it has the qualifications, expenence, and facilities necessary to properly perform
the services required under this Agreement in a thorough, competent, and professional manner,
and is experienced in performing the work and Services contemplated herein ParkMobile shall at
all times faithfully, competently and to the best of its ability, expenence and talent, perform all
Services
2 2 Schedules The Schedules are a part of this Agreement and provide additional terms
for the respective ParkMobile Services The City agrees to be bound by the terms of the Schedules
that are applicable to the ParkMobile Services
2 3 License to Use the Platform Provided by ParkMobile Subject to and
conditioned on City's payment of Fees and compliance with all other terms and conditions of this
Agreement, ParkMobile hereby grants to City a non-exclusive, non-sublicensable, non-
transferable (except in compliance with Section 8 6) and revocable m accordance with the terms
of this Agreement, license to use the Platform solely for the Permitted Use
2 4 Security Measures The Platform may contain technological measures designed to
prevent unauthonzed or illegal use of the Platform City acknowledges and agrees that
a) ParkMobile may use these and other lawful measures to venfy City's
compliance with the terms of this Agreement and enforce ParkMobile's rights,
including all Intellectual Property Rights, in and to the Platform,
b) ParkMobile may deny any individual access to and/or use of the Platform if
ParkMobile, m its sole discretion,believes that person's use of the Platform would
violate any provision of this Agreement, and
c) ParkMobile may collect, maintain, process and use diagnostic, technical,
usage and related information, including information about City's computers,
systems and software, that ParkMobile may gather penodically to improve the
performance of the Platform, develop New Versions or Updates This information
will be treated in accordance with ParkMobile's privacy policy, as amended from
time to time
2 5 Service Levels ParkMobile shall provide the ParkMobile Services m accordance
with the service levels set forth on Schedule 4, which may be amended by ParkMobile in its sole
discretion from time to time If an amendment to Schedule 4 would decrease the performance or
functionality of the ParkMobile Services, the amendment may only be made with City's written
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approval If City desires additional services that are not expressly agreed upon in this Agreement,
the Parties shall negotiate regarding such additional services, including the amount of additional
compensation to ParkMobile, and will memorialize their agreement, if any, in either a separate
written contract or an amendment to this Agreement
2 6 License Restrictions Except as this Agreement expressly permits, City shall not,
and shall not permit any other person to
a) copy the Platform, in whole or in part,
b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative
works or improvements of the Platform, in whole or in part,
c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Platform to any third-party,
d) reverse engineer,disassemble,decompile,decode, or adapt the Platform,or
otherwise attempt to derive or gain access to the source code of any Technology, in
whole or in part,
e) bypass or breach any security device or protection used for or contained in
the Platform,
f) remove, delete, efface, alter, obscure, translate, combine, supplement, or
otherwise change any trademarks, warranties, disclaimers, or Intellectual Property
Rights,proprietary rights or other symbols,notices, marks, or serial numbers on or
relating to the Platform,
g) use the Platform in any manner or for any purpose that infringes,
misappropriates,or otherwise violates any Intellectual Property Right or other right
of any person, or that violates any applicable Law,
h) use the Platform for purposes of (i) benchmarking or competitive analysis
of the Platform,(ii)developing,using,or providing a competing product or service,
or (iii) any other purpose that is to ParkMobile's detriment or commercial
disadvantage,
i) use the Platform in or in connection with the design, construction,
maintenance, operation, or use of any hazardous environments, systems, or
applications, any safety response systems or other safety-critical applications, or
any other use or application in which the use or failure of the Platform could lead
to personal injury or severe physical or property damage, or
1) use the Platform other than for the Permitted Use or in any manner or for
any purpose or application not expressly permitted by this Agreement and shall be
fully responsible and liable for any use or misuse of the Platform
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2 7 Suspension or Termination of Platform ParkMobile may, directly or indirectly,
suspend, terminate, or otherwise deny City's, or any other person's access to or use of all or any
part of the Platform,without incurring any resulting obligation or liability,if ParkMobile believes,
in its sole discretion,that
a) City or another person has accessed or used the Platform beyond the scope
of the nghts granted or for a purpose not authonzed under this Agreement or in any
manner that does not comply with any matenal requirement of the Agreement, or
b) City or another person is, has been, or is likely to be involved in any
fraudulent, misleading, or unlawful activities relating to or in connection with the
Platform
c) This Section 2 7 does not limit any of ParkMobile's other nghts or
remedies, whether at law, in equity,or under this Agreement
2 8 Revisions,Updates and New Versions Dunng the Term,ParkMobile reserves the
right, m its sole discretion, to revise, update, improve, upgrade, add integrations with third-party
applications or software,add functions, introduce New Versions or otherwise change(collectively
Updates") the Platform, including without limitation, ParkMobile Services and Technology At
no time will Updates decrease the performance or functionality of the ParkMobile Services City
agrees to take reasonable steps as may be directed by ParkMobile to implement Updates
2 9 Help and Support ParkMobile agrees to use commercially reasonable efforts to
assist City with technical support that City may reasonably require m relation to the ParkMobile
Services ParkMobile agrees to provide City with the preventative maintenance, corrective
maintenance, adaptive maintenance and online, on-site and telephone support with respect to the
ParkMobile Services that it generally provides to clients
2 10 Error Corrections Each of ParkMobile and City shall promptly notify the other
of any errors or interruptions in the ParkMobile Services In the event of any errors or interruptions
in the ParkMobile Services, ParkMobile's sole and exclusive obligation shall be to use
commercially reasonable efforts to repair or restore that portion of the ParkMobile Services as
promptly as possible The form of such repair or restoration will be determined by ParkMobile in
its sole discretion
2 11 Status Meetings On a penodic basis,but not less than twice per year,upon request
of either Party,an appropnate representative of each Party shall conduct a joint meeting to discuss
the status of the ParkMobile Services and the Parties' relationship hereunder, as well as to answer
questions, gather information and resolve disputes that may occur from time to time It is the
expectation of the Parties that the representatives of the Parties shall communicate directly with
one another and work directly with one another to work to ensure that all ParkMobile Services are
provided on a timely and complete basis All meetings pursuant to this Section 2 12 may be face
to face, video or telephonic meetings as may be agreed upon by the Parties Each Party shall bear
its own costs of attending or participating in such meetings
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2 12 Parking Information City is responsible for setting rates and zones and other
required information regarding its parking inventory offered through the ParkMobile Services and
for keeping such information up to date within the ParkMobile Services
2 13 Status of ParkMobile ParkMobile shall have no authority to bind City in any
manner,or to incur any obligation,debt or liability of any kind on behalf of or against City,whether
by contract or otherwise, unless such authority is expressly conferred under this Agreement or is
otherwise expressly conferred in wnting by City ParkMobile shall not at any time or in any
manner represent that ParkMobile or any of ParkMobile's officers, employees, or agents are in
any manner officials, officers, employees or agents of City Neither ParkMobile, nor any of
ParkMobile's officers, employees or agents, shall obtain any nghts to retirement, health care or
any other benefits which may otherwise accrue to City's employees ParkMobile expressly waives
any claim ParkMobile may have to any such nghts
214 Compliance with Law ParkMobile shall reasonably keep itself informed
concerning,and shall render all Services hereunder in accordance with,all ordinances,resolutions,
statutes, rules, and regulations of the City and any Federal, State or local governmental entity
having jurisdiction in effect at the time Services are rendered to the extent they are applicable to
the Services City shall inform ParkMobile of any non-compliance by ParkMobile of which City
is aware
2 15 ParkMobile's Responsibihty for Subcontractors For every subcontractor who
will perform work under this Agreement,ParkMobile shall be responsible for such subcontractor's
compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California
Labor Code and shall make such compliance a requirement in any contract with any subcontractor
for work under this Agreement ParkMobile shall be required to take all actions necessary to
enforce such contractual provisions and ensure subcontractor's compliance, including without
limitation, conducting a review of the certified payroll records of the subcontractor on a penodic
basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the
specified prevailing rate of wages ParkMobile shall diligently take corrective action to halt or
rectify any such failure by any subcontractor
2 16 Licenses,Permits,Fees and Assessments ParkMobile shall obtain at its sole cost
and expense such licenses, permits and approvals as may be required by law for the performance
of the Services required by this Agreement ParkMobile shall have the sole obligation to pay for
any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by
law and anse from or are necessary for the ParkMobile's performance of the Services required by
this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or
agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or
imposed against City hereunder
2 17 Familiarity with Work By executing this Agreement, ParkMobile warrants that
ParkMobile (i)has thoroughly investigated and considered the scope of Services to be performed,
ii)has carefully considered how the Services should be performed,and (iii)fully understands the
facilities,difficulties and restnctions attending performance of the Services under this Agreement
If the Services involve work upon any site, ParkMobile warrants that ParkMobile, to the extent
necessary to perform the Services,has or will investigate the site and is or will be fully acquainted
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with the conditions there existing, prior to commencement of Services hereunder Should the
ParkMobile discover any latent or unknown conditions, which will matenally affect the
performance of the Services hereunder,ParkMobile shall immediately inform the City of such fact
and shall not proceed except at ParkMobile's risk until written instructions are received from the
City
2 18 Further Responsibilities of Parties Both Parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement Both Parties agree to act
in good faith to execute all instruments, prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified,
neither Party shall be responsible for the service of the other
3 FEES, EXPENSES
3 1 Fees The Fees applicable to the ParkMobile Services are set forth in Schedule 2,
attached to this Agreement For each Transaction, ParkMobile shall charge the User the Total
Price
a) All amounts payable to ParkMobile under this Agreement shall be paid by
City to ParkMobile in full without any setoff,recoupment,counterclaim,deduction,
debit or withholding for any reason(other than any deduction or withholding of tax
as may be required by applicable Law)
b) Upon receipt of a Notice to Proceed, ParkMobile shall provide to City an
initial invoice for Fees as stated in Schedule 2 Thereafter,each month ParkMobile
shall provide to City an original invoice for all Fees incurred during the preceding
month in a form approved by the City's Director of Finance By submitting an
invoice for payment under this Agreement, ParkMobile is certifying the Services
were provided as stated in the invoice
c) City shall independently review each invoice submitted by ParkMobile to
determine whether the work performed, and expenses incurred are in compliance
with the provisions of this Agreement City will use its best efforts to cause
ParkMobile to be paid within thirty (30) days of receipt of ParkMobile's correct
and undisputed invoice,however,ParkMobile acknowledges and agrees that due to
City warrant run procedures, the City cannot guarantee that payment will occur
within this time period If non-payment continues for sixty(60)days following the
date upon which payment was initially due, ParkMobile may in its sole discretion
withhold, suspend or revoke City's use of ParkMobile Services until all Fees and
interest thereon is paid in full,and/or terminate this Agreement under Section 4,as
applicable
3 2 Contract Sum Subject to any limitations set forth in this Agreement, City agrees
to pay Consultant the amounts specified in Schedule 2 and incorporated herein by this reference
The compensation, including reimbursement for actual expenses, pursuant to Schedule 2, Section
I, shall not exceed $24,308 (Twenty Four Thousand Three Hundred and Eight Dollars) plus
freight charges (the "Contract Sum"), unless additional compensation is approved pursuant to
01203 0006/707998 1 EQG 8-
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Section 1 9 In the interest of clarity, the Contract Sum does not include Reservation Transaction
Fees stated in Schedule 2, Section II
3 3 ParkMobile as Merchant of Record
a) If ParkMobile is the merchant of record ("MOR") for the ParkMobile
Services as shown in a Schedule, then City shall provide to ParkMobile
i) City Electronic Funds Authorization Form(in the form of Schedule
5 attached to this Agreement and incorporated herein),
n) W-9, and
in) A copy of a voided check or bank letter with account info
collectively, the "Distribution Information") prior to remittance by
ParkMobile of any amounts due hereunder
b) ParkMobile will retain all amounts due to City without penalty until
ParkMobile receives the Distribution Information from City Thereafter,
ParkMobile shall remit amounts due to City as set forth in the Schedules attached
hereto on the 15th of the following month City hereby appoints ParkMobile as its
limited agent to accept and process payments in connection with the ParkMobile
Services and acknowledges that receipt of payment from Users in connection with
the ParkMobile Services by ParkMobile shall be deemed the same as receipt by
City itself
3 4 City as Merchant of Record
a) If City is the MOR, City shall pay ParkMobile all amounts due to
ParkMobile not later than thirty (30) business days after the date of ParkMobile's
invoice
b) City hereby appoints ParkMobile as its limited agent to accept and process
payments in connection with the ParkMobile Services and acknowledges that
receipt of payment from Users in connection with the ParkMobile Services by
ParkMobile shall be deemed the same as receipt by City itself
3.5 Taxes Except as otherwise noted herein, ParkMobile's Fees do not include sales,
use, revenue, excise or similar taxes Accordingly, in addition to the Fees specified herein, the
amount of any sales,use,revenue,excise or other similar tax applicable to the ParkMobile Services
provided hereunder shall be the sole responsibility of and shall be paid by City City shall
indemnify ParkMobile for all Actions based on City's late or non-payment of taxes If City asserts
that it is a tax-exempt entity,within ten(10)days of the Effective Date,it shall provide ParkMobile
with a valid tax exemption certificate issued by the appropnate taxing authority
3 6 Billing Disputes City shall not be entitled to suspend payment of any disputed
invoices Any disputes must be submitted by City to ParkMobile in writing within thirty(30)days
of the date of the invoice,with an explanation of the reason for the dispute If any payment dispute
01203 0006/707998 1 EQG 9-
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is resolved by ParkMobile in favor of City, ParkMobile shall credit City on the next subsequent
invoice issued to City
3 7 Expenses Except as otherwise provided herein, ParkMobile shall not charge City
any costs for the integration of City's system(s)or for the management of the ParkMobile Services
ParkMobile shall charge City for ordinary, necessary and reasonable third-party costs on a direct
cost basis
4 TERM, TERMINATION
4 1 Term The initial term of this Agreement shall commence as of the Effective Date
and end one (1) year from the Effective Date (the "Initial Term") The Parties may agree to
renew or extend the Term of this Agreement upon terms that are mutually agreeable to the Parties
The date on which this Agreement is terminated or expires as provided herein is called the
Termination Date," and the penod from the Effective Date through the Termination Date is
herein called the"Term "
4 2 Termination Prior to Expiration of Initial Term This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause The City reserves the nght to terminate this Agreement at any time, with or
without cause, upon sixty (60) days' written notice to ParkMobile In addition, ParkMobile
reserves the nght to terminate this Agreement at any time,with or without cause, upon sixty (60)
days' wntten notice to City
4 3 Termination for Cause
a) Either Party may terminate this Agreement if the other Party materially
breaches any provision of this Agreement and fails to remedy such breach within
forty-five(45)days after receiving wntten notice thereof
b) A Party may, at its option and without prior notice, terminate this
Agreement effective immediately if the other Party
i) makes a general assignment for the benefit of creditors,
ii) institutes liquidation proceedings or proceedings to be adjudicated
as voluntarily bankrupt,
iii) consents to the filing of a petition of bankruptcy against it,
iv) is adjudicated by a court of competent jurisdiction as being bankrupt
or insolvent,
v) seeks reorganization under any bankruptcy act,
vi) consents to the filing of a petition seeking such reorganization, or
01203 0006/707998 1 EQG 10-
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vii) has a decree entered against it by a court of competent jurisdiction
appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an
insolvency covering all or substantially all of such Party's property or
providing for the liquidation or dissolution of such Party's property or
business affairs,
4.4 Effect of Termination
a) Upon termination or expiration of this Agreement
i) each Party shall immediately pay the other Party any amounts then
accrued and properly payable under this Agreement,
ii) each Party shall promptly return to the other Party all Confidential
Information of the other Party,
iii) City promptly shall return to ParkMobile all materials m its
possession provided by ParkMobile or otherwise created or produced by
ParkMobile m connection with the performance of the ParkMobile Services
hereunder, and
iv) City shall discontinue all use of the Platform and any and all
intellectual property of ParkMobile
b) Notwithstanding the exercise by any Party of its rights under this Section 4,
no termination of this Agreement shall relieve either Party of its liability for the
payment or performance of any obligation accrued prior to the Termination Date
including any indemnification obligation arising hereunder, whether or not notice
of such indemnification Action has been given before such termination)
5 ADDITIONAL COVENANTS OF THE PARTIES
5 1 Confidentiality Each Party("Receiving Party")acknowledges that all non-public
information and data (including trade secrets) of the other Party ("Disclosing Party") including,
but not limited to, information and data relatmg to the other Party's products,services,employees,
customers,pricmg, software,business, finances, marketing and promotions is the confidential and
proprietary information of the disclosing Party ("Confidential Information") User Data is the
property of and deemed the Confidential Information of ParkMobile Except as otherwise set out
herein, neither Party shall disclose any Confidential Information of the other Party to any third-
party or use it for its own benefit or the benefit of a third-party,and each Party shall take reasonable
measures to protect the confidentiality of Confidential Information of the disclosing Party and
prevent its disclosure to others
Each Receiving Party may disclose the Confidential Information of the Disclosing Party to
its affiliates and their respective employees and agents who are directly involved in the
performance of this Agreement, who have a need to know and who are obligated in writing to
honor the restrictions on disclosure and use of such Confidential Information set forth in this
01203 0006/707998 1 EQG 1 1-
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Agreement (the persons to whom such disclosure is permissible being collectively known as
Representatives") Each Receiving Party shall be responsible for any breach of this Section 5 1
by its Representatives Each Receiving Party shall not disclose, without the prior wntten consent
of the Disclosing Party,any of such Disclosing Party's Confidential Information that it has learned
either during the course of this Agreement or m discussions and proposals leading up to this
Agreement, except as expressly permitted hereunder or as may be required by Law Each
Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose
other than that for which it was disclosed in order to exercise its rights and perform its obligations
hereunder
5 2 Each Disclosing Party's Confidential Information shall remain the property of such
Disclosing Party Upon the Disclosing Party's request and any termination or expiration of this
Agreement, the Receiving Party shall deliver, erase or destroy (at the Disclosing Party's option)
the Disclosing Party's Confidential Information, and shall confirm to the Disclosing Party in
wnting that all such documents and things have been so provided, erased or destroyed
5.3 The foregoing obligations shall not apply to any Confidential Information that
a) is m the public domain without breach of this Agreement by the Receiving
Party,
b) a Receiving Party can demonstrate was rightfully known pnor to receipt
from the Disclosing Party, or
c) was subsequently received by the Receiving Party from a third-party
without any obligation of confidentiality to the Disclosing Party
5 4 The Receiving Party may disclose the Disclosing Party's Confidential Information
if the information is disclosed by the Receiving Party pursuant to a requirement of a governmental
agency or by operation of law, provided however, that the Receiving Party shall first notify
Disclosing Party prior to disclosure, if allowed by Law, m order to give the Disclosing Party a
reasonable opportunity to seek an appropnate protective order or waive compliance with the terms
of this Agreement and shall disclose only that part of the Confidential Information which the
Receiving Party is required to disclose To the extent a Party determines it is advisable to file a
copy of this Agreement with a governmental agency, including the Umted States Securities and
Exchange Commission, that Party and its counsel shall work with the other Party and its counsel
to obtain confidential treatment of relevant portions of this Agreement, including, without
limitation,product and service specifications and pricing information
5 5 Each Party agrees that irreparable damage may occur, and that monetary damages
may be an insufficient remedy at law, in the event that any of the provisions of this Section 5 1 are
not performed by the other Party and that each Party shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or equity
5 6 Each Receiving Party's obligation with respect to the Confidential Information of
a Disclosing Party shall expire three(3)years after the termination or expiration of this Agreement,
provided, however, that each Party's obligations with respect to the trade secrets of a Disclosing
01203 0006/707998 1 EQG 12-
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Party shall remain in effect throughout the Term and at all times thereafter,but only for so long as
such information remains a trade secret
5 7 Information Subject to Section 5 1 and any applicable Law, each Party shall
provide the other Party with all information regarding itself and the transactions under this
Agreement that the other Party reasonably believes is required to comply with all applicable Laws
and to satisfy the requesting Party's obligations under this Agreement Any information owned by
one Party that is provided to the other Party pursuant to this Agreement shall be considered
Confidential Information and shall remain the property of the Disclosing Party Except as set forth
herein, nothing contained in this Agreement shall be construed as granting or conferring rights,
licenses or otherwise in any such Confidential Information
5 8 Records During the Term and for three (3) years following expiration or
termination of the Agreement, each Party shall maintain and retain records related to this
Agreement, including the provision of the ParkMobile Services hereunder, consistent with such
Party's historical policies regarding retention of records Subject to this Section 5 3, as needed
from time to time dunng the Term and for three (3) years following expiration or termination of
the Agreement,unless otherwise prohibited by applicable Law,the Parties shall provide each other
with records related to this Agreement to the extent that (a) such records exist in the ordinary
course of business, (b) such records are reasonably necessary for the requesting Party to comply
with its obligations under this Agreement or applicable Law,and(c)such records demonstrate the
Party's compliance with this Agreement
5 9 Privacy & Security
a) ParkMobile will use reasonable security practices and procedures
appropriate to the nature of any Personal Information obtained in connection with
this Agreement(including as part of the User Data)to safeguard such information
ParkMobile agrees to comply with all applicable Laws with regard to their use,
disclosure, access and maintenance of Personal Information
b) City will use reasonable security practices and procedures to safeguard the
Platform, including User Data received or to which it is provided access in
connection with this Agreement, from infringement, misuse, or unauthorized
access
c) City shall retain sole responsibility for
i) its own information technology infrastructure,including computers,
software, databases, electronic systems (including database management
systems), and networks, whether operated directly by City or through the
use of third-party services,
ii) all access to and use of the Platform directly or indirectly by or
through the City systems,with or without City's knowledge or consent,and
ni) any use or misuse of any User Data which City accesses or obtains
pursuant to this Agreement
01203 0006/707998 1 EQG 13-
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d) City shall comply at all times with the California Consumer Protection Act,
California Civil Code § 1798 100 et seq , and the regulations promulgated
thereunder("CCPA")once applicable,as well as similar laws passed by other states
as they may be applicable City shall assist ParkMobile,as applicable,in complying
with obligations under the CCPA The City shall assist ParkMobile with such
compliance by, for example, making it easy for ParkMobile to maintain, track,
revise,and delete data and otherwise respond to data access requests City will not
sell,retain,use,or disclose Personal Information received from ParkMobile for any
purpose other than as allowed by this Agreement, or as otherwise permitted by the
CCPA
5 10 insurance Without limiting ParkMobile's indemnification of City, and pnor to
commencement of any services under this Agreement, ParkMobile shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of insurance of the type
and amounts descnbed below and in a form satisfactory to City
a) General liability insurance ParkMobile shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form
CG 00 01, in an amount not less than $1,000, 000 per occurrence, $2,000,000
general aggregate, for bodily injury, personal injury, and property damage The
policy must include contractual liability that has not been amended Any
endorsement restricting standard ISO "insured contract" language will not be
accepted
b) Automobile liability insurance ParkMobile shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covenng
bodily injury and property damage for all activities of the ParkMobile arising out
of or m connection with Services to be performed under this Agreement, including
coverage for any owned,hired,non-owned or rented vehicles,in an amount not less
than $1,000,000 combined single limit for each accident
c) Professional liability (errors & omissions) insurance ParkMobile shall
maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of $1,000, 000 per
claim and in the aggregate Any policy inception date,continuity date,or retroactive
date must be before the effective date of this Agreement and ParkMobile agrees to
maintain continuous coverage through a period no less than one (1) year after
completion of the services required by this Agreement
d) Workers' compensation insurance ParkMobile shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
with limits of at least$1,000,000)
e) Subcontractors ParkMobile shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements
for each subcontractor All coverages for subcontractors shall include all of the
requirements stated herein
01203 0006/707998 1 EQG 14-
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5 11 General Insurance Requirements
a) Proof of insurance ParkMobile shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation Insurance certificates and
endorsements must be approved by City's Risk Manager prior to commencement
of performance Current certification of insurance shall be kept on file with City at
all times during the term of this Agreement
b) Duration of coverage ParkMobile shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the performance
of the Services hereunder by ParkMobile, its agents, representatives, employees or
subconsultants
c) Primary/noncontributing Coverage provided by ParkMobile shall be
primary and any insurance or self-insurance procured or maintained by City shall
not be required to contribute with it The limits of insurance required herein may
be satisfied by a combination of primary and umbrella or excess insurance Any
umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary and non-contributory basis for the
benefit of City before the City's own insurance or self-insurance shall be called
upon to protect it as a named insured
d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and
not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by
ParkMobile or City will withhold amounts sufficient to pay premium from
ParkMobile payments In the alternative, City may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business
of insurance or that is on the List of Approved Surplus Line Insurers in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial
Size Category Class VI (or larger) in accordance with the latest edition of Best's
Key Rating Guide, unless otherwise approved by the City's Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow ParkMobile or others providing insurance evidence in
compliance with these specifications to waive their right of recovery prior to a loss
ParkMobile hereby waives its own right of recovery against City, and shall require
similar wntten express waivers and insurance clauses from each of its
subcontractors
01203 0006/707998 1 EQG 15-
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g) Enforcement of contract provisions (non-estoppel) ParkMobile
acknowledges and agrees that any actual or alleged failure on the part of the City
to inform ParkMobile of non-compliance with any requirement imposes no
additional obligations on the City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained m this section are not intended as a limitation on coverage, limits
or other requirements, or a waiver of any coverage normally provided by any
insurance Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive,or to the exclusion of other coverage, or a waiver of any
type If the ParkMobile maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained
by the ParkMobile Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City
i) Notice of cancellation ParkMobile, its insurance agent or broker, or
insurers will provide to City a thirty (30) day notice of cancellation (except for
nonpayment for which a ten(10)day notice is required)or nonrenewal of coverage
for each required coverage
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials,employees, and agents, and
volunteers shall be additional insureds under such policies This provision shall also
apply to any excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and
approved of in wnting
1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensunng that ParkMobile's insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect
to the insurer's limits of liability The policy(ies) shall not contain any cross-
liability exclusions
m) Pass through clause ParkMobile agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto
or involved in the project by ParkMobile, provide the same minimum insurance
coverage and endorsements required of ParkMobile ParkMobile agrees to monitor
and review all such coverage and assumes all responsibility for ensunng that such
coverage is provided in conformity with the requirements of this section
ParkMobile agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for
review
01203 0006/707998 1 EQG 16-
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n) Agency's nght to revise specifications The City reserves the right at any
time dunng the term of the contract to change the amounts and types of msurance
required by giving the ParkMobile ninety(90)days advance written notice of such
change If such change results in substantial additional cost to the ParkMobile, the
City and ParkMobile may renegotiate ParkMobile's compensation If ParkMobile
chooses not to change the amounts or types of insurance required by the City,
ParkMobile may terminate the Agreement upon thirty (30) days wntten notice
without penalty or obligation
o) Self-insured retentions Any self-insured retentions must be declared to and
approved by City
p) Timely notice of claims Each Party shall give the other Party prompt and
timely notice of claims made or suits instituted that arise out of or result from
ParkMobile's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies
q) Additional msurance ParkMobile shall also procure and maintain, at its
own cost and expense,any additional kinds of insurance,which in its own judgment
may be necessary for its proper protection and prosecution of the work
5 12 Each Party shall mamtam reasonable types and levels of insurance to insure against
losses, damages and nsks as are customanly insured against by a business or entity engaged in
similar activities, including at a minimum, all insurance required by applicable Law
5 13 Intellectual Property Rights City acknowledges and agrees that
a) Use of the Platform is licensed, not sold, to City by ParkMobile and City
does not have under or in connection with this Agreement any ownership interest
in the Platform, or in any related Intellectual Property Rights,
b) Subject only to the limited license granted to City under this Agreement,
ParkMobile and its licensor(s)are the sole and exclusive owner(s)of all right,title,
and interest in and to the Platform, User Data, the Technology, all deliverables
created by ParkMobile hereunder, any other ParkMobile Intellectual Property
Rights and all appurtenant patent, copyright, trademark, trade secret and other
intellectual property or proprietary nghts associated with any of the foregoing To
the extent ParkMobile provides any deliverable to City for its use(e g ,matenal for
inclusion on a City-hosted website to direct Users to a Site),City is hereby granted
a limited, revocable, non-sublicensable and personal right to use such deliverable
solely dunng the Term in accordance with any instructions provided and solely in
connection with the ParkMobile Services The provision of any such deliverable to
City does not constitute a sale of such deliverable City shall not assign,sublicense,
transfer, pledge, lease, rent or share any rights under the foregoing license to any
third-party unless expressly permitted in writing by ParkMobile City shall be fully
responsible and liable for any use or misuse of the foregoing City further agrees
that all deliverables shall be deemed ParkMobile Confidential Information
01203 0006/707998 1 EQG 17-
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c) City hereby unconditionally and irrevocably assigns to ParkMobile, its
entire right, title, and interest in and to any Intellectual Property Rights that City
may now or hereafter have in or relating to the Platform (including any rights in
denvative works or patent improvements relating to either of them), whether held
or acquired by operation of law, contract, assignment or otherwise
d) City shall take all reasonable measures to safeguard the Platform from
infringement,misuse, or unauthorized access,
e) City shall at City's expense, take all such steps as ParkMobile may
reasonably require to assist ParkMobile in maintaining the validity, enforceability
and ParkMobile's ownership of the Intellectual Property Rights in the Platform,
f) City will promptly notify ParkMobile in writing if City becomes aware of
i) any actual or suspected infringement, misappropnation or other
violation of ParkMobile's Intellectual Property Rights in or relating to the
Platform, or
ii) any Action alleging or claiming that the Platform, including any
production, use, marketing, sale or other disposition of the Platform, in
whole or in part, infringes, misappropriates or otherwise violates the
Intellectual Property Rights or other rights of any third-party,
g) City will fully cooperate with and assist ParkMobile in all reasonable ways
in the conduct of any action by ParkMobile to prevent or abate any actual or
threatened infnngement, misappropriation or violation of ParkMobile's nghts in,
and to attempt to resolve any Actions relating to, the Platform, including having
City's employees testify when requested and making available for discovery or trial
relevant records,papers, information, samples, specimens and the like,
h) As between ParkMobile and City, ParkMobile is and will remain the sole
and exclusive owner of all nght,title,and interest in and to all User Data, including
all Intellectual Property Rights relating thereto, subject to the nghts and
permissions granted in this Agreement, and
i) Except for the limited nghts and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or
otherwise,to City or any third-party any Intellectual Property Rights or other right,
title, or interest in or to the Platform or User Data All Intellectual Property Rights
related to the Platform, including but not limited to the ParkMobile Services, as
well as any additional services, software, technology or systems developed by
ParkMobile, belong to ParkMobile
5 14 Trademark License & Branding
a) Each Party ("Licensor") grants the other Party ("Licensee") a personal,
limited, non-exclusive, non-transferable, non-sublicensable, revocable license to
01203 0006/707998 1 EQG 18-
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use Licensor's trademarks, trade names and logos (the "Marks") dunng the Term
solely in connection with the ParkMobile Services as provided hereunder Any such
use by Licensee is subject to and must be in accordance with Licensor's guidelines
as updated from time to time) if and as provided by Licensor to Licensee In
addition, any use by Licensee of Licensor's Marks is subject to Licensor's prior
wntten approval
b) City agrees to use commercially reasonable efforts to obtain for ParkMobile
a license to use the Marks and photos or video assets associated with a Facility
including where City is not the Facility owner) and any tenants of a Facility in
connection with ParkMobile's marketing of the ParkMobile Services as available
at such Facility If City cannot obtain such license(s),ParkMobile has no obligation
to include or use such Marks in connection with the ParkMobile Services provided
hereunder ParkMobile reserves the right to change its name,branding and signage
at any time dunng the Term
c) Licensee shall not make any use of Licensor's Marks in a manner that
dilutes, tarnishes or blurs the value of such Marks Licensor owns all Marks and
any and all goodwill associated with such Marks and all such goodwill and other
propnety rights created by or resulting from Licensee's use shall inure to the benefit
of Licensor
515 Reservation of Rights All rights not expressly granted to City under this
Agreement are reserved to ParkMobile
6 REPRESENTATIONS AND WARRANTIES
6 1 Mutual Representations and Warranties Each of ParkMobile and City hereby
represents, warrants and covenants to the other Party hereto as follows
a) It is duly organized and validly existing under the laws of the state of its
incorporation and has full power and authority to carry on its business and to own
and operate its properties and assets,
b) The execution, delivery and performance of this Agreement by such Party
has been duly authonzed by all requisite corporate, governmental or limited
liability company action, as applicable,
c) It has the power and authority to execute and deliver this Agreement,
perform its obligations and grant any licenses granted hereunder,
d) It has all rights, titles and interests necessary to grant any licenses granted
hereunder,
e) The execution, delivery and performance by it of this Agreement and its
compliance with the terms and provisions hereof do not and will not conflict with
or result in a breach of any of the terms or provisions of or constitute a default under
01203 0006/707998 1 EQG 19-
B-19
the provisions of its charter documents or bylaws, any order, writ, injunction or
decree of any court or governmental authonty entered against it or by which any of
its property is bound, or any agreement with or obligation to a third-party, and
f) At all times it shall comply with applicable Law
7 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES,
INDEMNIFICATION
7 1 DISCLAIMER OF WARRANTIES THE PLATFORM, INCLUDING THE
PARKMOBILE SERVICES AND OTHER PRODUCTS,INFORMATION,MATERIALS AND
SERVICES, ARE PROVIDED BY PARKMOBILE "AS IS" AND WITH ALL FAULTS CITY
ACKNOWLEDGES AND AGREES THAT PARKMOBILE SHALL NOT BE LIABLE FOR
ANY ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN THE
PLATFORM, INCLUDING THE PARKMOBILE SERVICES WITHOUT LIMITING THE
FOREGOING, CITY ASSUMES ALL RISKS ASSOCIATED WITH THE PLATFORM,
INCLUDING THE PARKMOBILE SERVICES OTHER THAN AS SPECIFICALLY SET
FORTH HEREIN, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS,
WARRANTIES OR GUARANTEES,EXPRESS OR IMPLIED,DIRECTLY OR INDIRECTLY,
INCLUDING, WITHOUT LIMITATION,ANY WARRANTY OF CONDITION,TITLE,NON-
INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR
TRADE PRACTICE WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, INCLUDING THE PARKMOBILE SERVICES TO BE PERFORMED
HEREUNDER, OR THE RESULTS OBTAINED THEREBY PARKMOBILE MAKES NO
WARRANT OF ANY KIND THAT THE PLATFORM, PARKMOBILE SERVICES OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CITY'S OR OTHER
PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY
INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS,
OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL
CODE OR ERROR FREE
7 2 LIMITATION OF LIABILITY
a) IN NO EVENT WILL PARKMOBILE, OR ANY OF ITS LICENSORS,
SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER
UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND
OTHERWISE, FOR ANY INCREASED COSTS, DIMINUTION IN VALUE OR
LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, LOSS OF
GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS,
INTERRUPTION, DELAY OR RECOVERY OF THE PLATFORM OR ANY
PARKMOBILE SERVICE, OR OTHER THIRD-PARTY MATERIALS, LOSS,
DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF
DATA OR SYSTEM SECURITY, COST OF REPLACEMENT GOODS OR
SERVICES, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT,
01203 0006/707998 1 EQG 20-
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EXEMPLARY, SPECIAL,ENHANCED,OR PUNITIVE DAMAGES, IN EACH
CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF
THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR
DAMAGES WERE OTHERWISE FORESEEABLE,AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE
b) THE AGGREGATE LIABILITY OF PARKMOBILE OR ANY OF ITS
LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS FOR ALL LOSSES
AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER
WHETHER SUCH CAUSE IS BASED IN CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OTHER TORT OR OTHERWISE) UNDER THIS
AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO
TWO(2)TIMES THE TOTAL AMOUNT EARNED BY PARKMOBILE IN THE
TWELVE(12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO THE ACTION IN CONNECTION WITH THIS AGREEMENT'
8 MISCELLANEOUS
8 1 Force Maieure Neither Party shall be liable for failure or delay in performance of
its obligations under this Agreement to the extent such failure or delay is caused by an act of God,
act of a public enemy, war or national emergency, rebellion, insurrection, riot, epidemic,
quarantine restnction, fire, flood, explosion, storm, earthquake, interruption in the supply of
electricity,power or energy,terronst attack, labor dispute or disruption,or other event beyond the
reasonable control of such Party and without the fault of or negligence by such Party (each, a
Force Majeure Event") If a Party's performance under this Agreement is affected by a Force
Majeure Event, such Party shall give prompt wntten notice of such event to the other Party, stating
the date and extent of such suspension and the cause thereof, and shall at all times use
commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its
performance under this Agreement,provided,that such Party shall take measures to overcome the
condition that are consistent in all material respects with the measures taken in connection with
such Party's business The Parties shall promptly confer, in good faith, on what action may be
taken to minimize the impact, on both Parties, of such condition In the event of a Force Majeure
Event that affects either or both Parties' ability to perform under this Agreement,the Parties agree
to cooperate in good faith to resume the affected services as soon as commercially possible to the
extent commercially reasonable
8.2 Notices All notices, requests, Actions, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in
person, (b)by any national overnight courser or other service providing evidence of delivery, or
by registered or certified mail (postage prepaid, return receipt requested), or(c)by facsimile or e-
mail with a copy delivered the next business day by any overnight courier or other service
providing evidence of delivery, to the respective Parties at the following addresses
To ParkMobile ParkMobile, LLC
1100 Spnng Street NW, Suite 200
Atlanta,Georgia 30309
01203 0006/ 707998 1 EQG 21-
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Attention Jonathan Ziglar
Telephone (404) 818-9036
Facsimile (770) 818-9039
Email legal(c ParkMobileglobal corn
To City City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention Cory Linder/Daniel Trautner
Telephone (310) 544-5259/(310) 544-5264
Facsimile (310) 544-5291
Email CoryL@rpvca gov/DanielT@rpvca gov
or to such other address (or fax number, if applicable) as the Party to whom notice is given may have
previously furnished to the other in writing in the manner set forth above(provided that notice of any change
of address or fax number shall be effective only upon receipt thereof)
8 3 Independent Contractors Except as expressly set forth herein, the Parties are
independent contractors under this Agreement, which shall not be construed to create any
employment relationship, partnership, joint venture, or franchisor-franchisee or agency
relationship, or to authorize any Party to enter into any commitment or agreement binding on the
other Party except as expressly stated herein The Parties have no authority to make statements,
warranties, or representations or to create any liabilities on behalf of the other
8 4 Entire Agreement This Agreement and the documents and Schedules referred to
herein contain the complete agreement between the Parties hereto and supersede any prior
understandings, agreements or representations by or between the Parties, wntten or oral, with
respect to the subject matter hereof
8 5 Amendment and Waiver The Parties hereto may not amend or modify this
Agreement or waive any provision, default or breach hereunder, except as may be agreed upon in
a written instrument executed by both Parties
8 6 Successors and Assigns This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the Parties and their respective successors and permitted
assigns Neither this Agreement nor any of the rights, interests or obligations hereunder may be
assigned or delegated by City without the prior written consent of ParkMobile ParkMobile may
assign its rights, interests or obligations under this Agreement without the consent of City to
a) any affiliate of ParkMobile,
b) any lender to ParkMobile or its affiliates as security for borrowings, or
c) any purchaser of a majority interest in or assets of ParkMobile
8 7 Third-Party Beneficiaries The Parties to this Agreement do not intend this
Agreement to benefit or create any right or cause of action in or on behalf of any person or entity
other than ParkMobile and City
01203 0006/ 707998 1 EQG 22-
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8 8 Severability Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable Law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement
8 9 Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of California,without giving effect to any choice or conflict
of law provision or rule that would cause the application of the laws of any other jurisdiction
8. 10 No Strict Construction, Headings The language used in this Agreement shall be
deemed to be the language chosen by the Parties hereto to express their mutual mtent, and no rule
of strict construction shall be applied against any Party The headings used in this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement
8 11 Counterparts, Delivery This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument The Parties agree that this Agreement may be executed and delivered
by facsimile or other electronic transmission
8 12 Survival The Parties' obligations under the following Agreement provisions will
survive the expiration or termination of the Agreement Sections 4 4, 5 1, 5 2, 5 3, 5 4, 5 6, 5 7,
5 8, 5 9,and 7, as well as any Sections that by their terms are intended to survive the Agreement
813 Attachments The following Schedules are attached hereto and incorporated
herein
Schedule 1 Mobile Payment, Reservation and On-Demand
Parking Services
Schedule 2 Reservation Parking Fees
Schedule 3 Schedule of Performance
Schedule 4 Service Levels
Schedule 5 City Electronic Funds Authorization Form
signatures on next page]
01203 0006/707998 1 EQG 23-
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year
first-above written
CITY
CII Y OF RANCHO PALOS VERDES a
municipal corporation
Eric Aleeria Mayor
ATTEST
EmiIv Co o City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER LLP
dam i1
William W Wvnder City Attorney
PARKMOBILE
PARkMOBILE LLC a Delaware limited liability
company
By
Name
4.51L.---""--/
v tewan
Title General Counsel
Address 1 100 Spring St NW Suite 200 Atlanta
GA 3
Ag$
lame . DA'ltD
I i le- r C1-j-1E. REVei.1UE OFF jCER
Address 1 100 Spring St NW Suite 200 Atlanta
GA 30309
012030006/7079951 roc 24-
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SCHEDULE l
MOBILE PAYMENT,RESERVATION AND ON-DEMAND PARKING SERVICES
1 ParkMobile will offer reservation and on-demand Parkmobile Services to enable residents and
non-residents (rate dependent on eligibility)to obtain a parking permission for parking spaces
identified by City,by initiating a parking transaction using ParkMobile's Platform ParkMobile
charges certain Fees in connection with reservation and on-demand ParkMobile Services as
shown in Schedule 2
ParkMobile shall make parking space inventory available for reservation and on-demand
ParkMobile Services through the Platform and shall market and advertise such availability
City shall specify to ParkMobile in wnting the number of parking spaces, corresponding
reservation or parking periods,and parking rates,which and may be altered by City at any time
by providing written notice to ParkMobile ParkMobile shall provide the City with preventative
maintenance,corrective maintenance,adaptive maintenance,and online,on-site,and telephone
support with respect to the ParkMobile Services as stated within this Agreement and Schedule
4 ParkMobile shall use reasonable efforts to perform maintenance outside of the City's
business hours If maintenance during the City's business hours is required, ParkMobile shall
provide the City with at least twenty-four (24) hours advance notice of such maintenance,
unless circumstances are such that immediate maintenance by ParkMobile is required
City shall notify ParkMobile in writing of the areas selected for reservation parking and/or on-
demand parking City's selection of reservation parking and/or on-demand parking is solely in
City's discretion City may change its selection at any time by providing written notice to
ParkMobile
2 ParkMobile accepts several electronic payment methods from Users in connection with
Parking Services
a ParkMobile accepts traditional credit card payments from Visa,MasterCard,Discover,and
American Express (collectively, "Traditional Payment Methods")
ParkMobile is the Merchant of Record ("MOR") and passes real time authorized
debit/credit card transactions daily m batch format to ParkMobile's payment processor,
subsequently funded directly into a ParkMobile-controlled escrow account ParkMobile
pays City the Net Parking Revenues in accordance with ParkMobile's standard settlement
procedures
b ParkMobile also accepts "Emerging Payment Methods" Emerging Payment Methods
are alternative payment methods offered m addition to the Traditional Payment Methods
and generally offer the use of virtual account-based membership profiles that a User can
utilize to transact purchases based upon the User's individual payment preferences
Examples of Emerging Payments Methods include PayPal, ParkMobile's Stored Value
Wallet,Android Pay, Samsung Pay,ACH, MasterPass, ApplePay, and Visa checkout
01203 0006/707998 1 EQG 25-
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ParkMobile will collect the Total Pnce for each Emerging Payment Method Transaction
and pay City the Emerging Net Parking Revenue in accordance with ParkMobile's standard
settlement procedures
3 Fees to be paid are detailed in Schedule 2
4 Users may begin and, if applicable,end a parking Transaction in a variety of ways (1)visiting
www ParkMobile io, (2) calling ParkMobile's IVR System, or (3) using the Application In
order to register with ParkMobile and begin a parking session, Users simply provide
ParkMobile with the information required by ParkMobile to create an account, including
payment method information and license plate number Credit card information is stored in a
secure, PCI Level 1 compliant environment Thereafter, subsequent parking sessions only
require the User to enter or select the applicable parking duration available for the applicable
location
5 The parking zone code of the City parking areas ("City Parking Areas") are indicated on
parking signs or on parking meters Enforcers of the City check the validity of parking status
real time against the ParkMobile database via a web service offenng, provided as part of the
ParkMobile Services, to determine if a valid parking right exists This information can be
accessed by using a handheld terminal, tablet, mobile phone or other mobile device
6 ParkMobile does not provide or pay for City's use of handheld terminals,tablet,mobile phone
or other mobile device for enforcement, or any data plans or other items needed for
communication between such items and the ParkMobile Services
7 At their option, Users will receive parking alert services from ParkMobile via SMS,
Application push notification, email or another available communications channel The User
may be notified, for example, when parked for an extended period of time or when the
maximum parking time nears expiration
8 Users can use Parking Services anywhere the ParkMobile Services are available
9 All parking charges are automatically charged to the User's payment method, and Users have
real time access to an online account-based personal page accessible from www ParkMobile io
to access and print parking history, receipts and statements
10 ParkMobile will be responsible for the cost of standard signage and stickers for the initial
deployment and any subsequent expansions of City's use of the Services City will be
01203 0006/707998 1 EQG 26-
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responsible for all installation of signage and stickers and any related costs, and for the cost of
custom signage and its installation
11 ParkMobile will be responsible for the cost for initial standard stickers City will be responsible
for all installation of stickers and any related costs
12 The cost of the marketing included in ParkMobile's standard marketing program will be borne
by ParkMobile
13 At the request of City and upon the written agreement of the Parties, ParkMobile may provide
the following development activities and additional services for a fee(s) to be determined by
ParkMobile
i Customized Reporting
ii Integration to City requested third-parties(for whom City will be fully responsible)
iii Citation or Enforcement Support
iv Replacement Signage or Stickers
v Additional Training
14 ParkMobile shall install and validate proper functionality of CivicSmart vehicle detection
sensors in each identified parking space in the Crenshaw Boulevard and Del Cerro Parking
Program to detect vehicle occupancy,inform policy decisions,and feed occupancy information
in the ParkMobile application and Guidance Map on the City's website to show motonsts
where they can find available parking spaces ParkMobile shall also provide CivicSmart
Directed Enforcement to alert and guide parking enforcement personnel to vehicles in
violation ParkMobile shall perform any necessary maintenance and repairs to the vehicle
detection sensors, and ParkMobile shall be responsible for the costs of said maintenance and
repairs
15 ParkMobile shall provide CivicSmart's Parking Enterpnse Management System ("PEMS")
backend management system which will provide the City with comprehensive reporting,
ongoing management functionality, diagnostic services, and the ability to remotely manage,
access, and modify meter programming ParkMobile shall provide City with access to the
ParkMobile 360 Administrative Portal ParkMobile shall provide the City with the following
information with respect to the Services
i Unique Transaction ID
II Transaction Date/Time
iii Parking Session Start Date/Time
iv Parking Session End Date/Time
01203 0006/707998 1 EQG 27-
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v Total Price Charged to End User
vi Price Breakdown (where applicable) including(1)Parking Fee, (2) Service Fee, (3)
Discount Amount, and(4)Total Fee
vii Payment Method
16 ParkMobile shall provide customer service and support through a toll-free phone number in
connection with the ParkMobile Services for Users who experience problems or have
questions
17 ParkMobile will utilize the following personnel,including persons to whom they may delegate
responsibilities, to accomplish the ParkMobile Services
i Garrett Snook, Director of Implementations
ii Kristen Locke, CAPP, Senior Regional Sales Manager
iii David Holler(On-Street Project Executive), Vice-President Sales
iv David Hoyt(Executive Sponsor), Senior Vice-President Sales
v Donnie Senterfitt,Field Marketing Manager
The above-persons may be replaced by ParkMobile at its sole discretion due to normal and regular
human resource procedures ParkMobile will notify the City following any such change
01203 0006/707998 1 EQG 28-
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SCHEDULE 2
RESERVATION PARKING FEES
I Fees To Be Paid By City to ParkMobile for the Crenshaw Boulevard and Del Cerro
Parking Program
A Items 1 1 — 3 4 shall be invoiced by ParkMobile to City in a single invoice at the
time ParkMobile receives City's Notice to Proceed These are one-time Fees
Number Item Quantities Unit Cost Sub-Total
1 1 Vehicle Detection Sensors 70 125 8,750
2 1 Gateway for Subterranean
4 400 1,600
Mounted Vehicle Sensors
2 2 Directed Enforcement App 1 Included Included
2 3 Maintenance App 1 Included Included
3 1 Maintenance 5 Years Included Included
3 2 Back Office Configuration 1 3,000 3,000
3 3 Sensor Installation 70 25 1,750
3 4 Gateway Installation 4 100 400
4 1 Freight Charges To Be
Determined
TOTAL 15,500
not including
freight charges)
Freight charges are not determined by CitySmart until after the Agreement is fully-
executed CitySmart will invoice ParkMobile for the freight charges, whereupon
ParkMobile will then invoice City for the same amount
01203 0006/707998 1 EQG 29-
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B Items 5 1 —5 3 shall be invoiced by ParkMobile to City on a monthly basis for the
Term of the Agreement pursuant to Section 3 of the Agreement
Monthly Wireless Fee for 70 3 00 per
5 1
Vehicle Detection Sensors
sensor/per 2,520
12 months) month
Monthly Fee for Gateway
4 6 00 per
5 2 (
per sensor/per month)
gateway/per 288
12 months) month
Monthly Fee for Reservation
1
500 per
5 3
Platform 12 months)
month
6,000
TOTAL 776
8,808
II Reservation Transaction Fees
A Reservation Transaction Fees for the Crenshaw Blvd and Del Cerro Parking Program
ParkMobile as Merchant of Record
Processing Fees Per Transaction(Paid by City) 3%+$0 15
Parking Reservation Service Per Transaction
for Zero Dollar parking reservations (paid by
City)and Prepaid parking reservations(Paid
by User) 0 35
B City shall complete and provide to ParkMobile the"Client Electronic
Funds Authonzation Form", attached as Schedule 5
01203 0006/707998 1 EQG 30-
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SCHEDULE 3
SCHEDULE OF PERFORMANCE
ParkMobile shall perform all work within seventy (70) calendar days following the
City's issuance of the Notice to Proceed (NTP) Pnor to the City's issuance of the NTP,
ParkMobile shall submit a project schedule for approval by the City ParkMobile shall
perform all work in accordance with the following schedule
Days to Perform Deadline Date
A Planning 15 Days 3 Weeks after
issuance of NTP
B. Pre-Installation 30 Days 7 Weeks after
issuance of NTP
C Installation 10 Days 9 Weeks after
issuance of NTP
D Post-Installation 5 Days 10 Weeks after
issuance of NTP
01203 0006/707998 1 EQG 31-
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SCHEDULE 4
SERVICE LEVELS
1 Operation, Management and Maintenance of the ParkMobile Services ParkMobile uses
commercially reasonable efforts to perform maintenance on the ParkMobile Services outside
of City's business hours However, circumstances may require maintenance during business
hours and m such situations, ParkMobile will endeavor to provide City at least twenty-four
24)hours advance notice of such maintenance although such notice may not be possible for
emergency maintenance ParkMobile makes a daily backup of ParkMobile Services data which
data ParkMobile retains for up to three(3) months
2 Errors and Interruptions When an error or interruption occurs in the ParkMobile Services,
whichever Party identifies the error or interruption promptly will inform the other Party
ParkMobile will confirm its receipt of any City notification in wnting which may be by email
ParkMobile will work diligently to identify and resolve the error or interruption If City and
ParkMobile disagree regarding whether an error or interruption has occurred or been resolved,
City and ParkMobile shall discuss in good faith and attempt to reach a mutual resolution of the
issue Any time spent by ParkMobile to restore and support errors or interruptions caused by
City or City personnel and not attributable to ParkMobile will be charged to City at the hourly
rate of$180
3 Credentials ParkMobile shall provide City with usernames and passwords to access the
ParkMobile Services City agrees to protect the confidentiality of such usernames and
passwords and shall be liable for all activity under such accounts City shall ensure that only
authorized City personnel are issued and use the ParkMobile usernames and passwords and
that such user names and passwords are not shared An up-to-date list of all such authonzed
personnel must be kept by City City must notify ParkMobile by e-mail to terminate access of
any such authonzed personnel whose engagement or employment with City is terminated or
who no longer carries out tasks in connection with the ParkMobile Services for which access
to the ParkMobile Services is necessary
4 Reports Each month ParkMobile shall provide the following information to City
a Unique Transaction ID
b Transaction Date/Time
c Parking Session Start Date/Time
d Parking Session End Date/Time
e Total Pnce Charged to User
f Price Breakdown(where applicable)
i Parking Fee
01203 0006/707998 1 EQG 32-
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ii Service Fee
in Discount Amount
iv Total Paid
g Payment Method
01203 0006/707998 1 EQG 33-
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SCHEDULES
CITY ELECTRONIC FUNDS AUTHORIZATION FORM
This form authorizes Parkmobile,LLC,to make payment to a business electronically All payments will be
paid in the account designated by the voided check or bank letter attached to this form It is the responsibility
of City to notify Parkmobile, LLC, of any changes pertinent to electronic payments, such as changes in
banking information or email address
PAYEE/CITY INFORMATION
CITY NAME
ADDRESS
CONTACT PERSON
TELEPHONE NUMBER
PRIMARY FINANCE CONTACT EMAIL
SECONDARY FINANCE CONTACT EMAIL
SIGNATURE&TITLE OF AUTHORIZED OFFICIAL
FINANCIAL INSTITUTION INFORMATION
BANK NAME
ADDRESS
CONTACT PERSON
TELEPHONE
EMAIL
NINE DIGIT ROUTING TRANSIT NUMBER
DEPOSITOR ACCOUNT TITLE
DEPOSITOR ACCOUNT NUMBER
TYPE OF ACCOUNT
PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE
ABOVE ACCOUNT INFORMATION
01203 0006/707998 1 EQG 34-
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This form authorizes Parkmobile, LLC,to send credit entnes and appropnate debit and adjustment entries
electronically or by any other commercially accepted method to the account indicated above and to other
accounts specified by City in the future (collectively, the "Account") This form authorizes the financial
institution holding the Account to post all such entries This authorization will be in effect until ParkMobile
receives a wntten termination notice from City and has a reasonable opportunity to act on it
71282846 1
12322 0020
01203 0006/ 707998 1 EQG 35-
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