CC SR 20231219 G - ParkMobile Amendment 3
CITY COUNCIL MEETING DATE: 12/19/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve Amendment No. 3 to the Professional
Services Agreement with ParkMobile for app-based parking service in the Del Cerro Park
area.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 3 to the Professional Services Agreement with
ParkMobile, extending the term by six months to June 30, 2024 and increasing the
contract sum by $4,404 for a not-to-exceed total contract sum of $43,392, for an
app-based parking service in the Del Cerro Park area on Crenshaw Boulevard,
south of Crest Road; and
(2) Authorize the Mayor and City Clerk to execute the amendment in a form approved
by the City Attorney.
FISCAL IMPACT: $4,404 is included in the Fiscal Year 2023-24 budget.
Amount Budgeted: $9,000
Additional Appropriation: None
Account Number(s): 101-400-5122-5101
(General Funds – Professional Technical Services) VR
ORIGINATED BY: Dan Trautner, Deputy Director of Recreation and Parks
Matt Waters, Senior Administrative Analyst
REVIEWED BY: Cory Linder, Director of Recreation and Parks
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 3 to the Professional Services Agreement with ParkMobile
(page A-1)
B. Original Agreement and Amendment No. 2 to the Professional Services
Agreement with ParkMobile (page B-1)
C. Amendment No. 1 to the Professional Services Agreement with ParkMobile
(page C-1)
1
RANCHO PALOS VERDES
BACKGROUND AND DISCUSSION:
In July 2021, the City implemented the ParkMobile parking system along Crenshaw
Boulevard, south of Crest Road, the Palos Verdes Nature Preserve’s most popular and
congested access point. The goal of the ParkMobile parking solution was to improve
traffic and access issues along Crenshaw Boulevard and to alleviate resulting negative
impacts to surrounding residential neighborhoods.
Since ParkMobile’s implementation, Staff has monitored and adjusted the parking system
to balance the needs of public access with controlling and improving parking, traffic, and
impacts to adjacent residential neighborhoods. The Agreement was previously amended
on April 20, 2022 (Amendment No. 1) to provide service through December 31, 2022
(original agreement and Amendment No. 1 attached as Attachment B). The Agreement
was amended again on April 18, 2023 (Amendment No. 2) to cover service from January
1, 2023 through December 31, 2023 (Attachment C).
ParkMobile’s professional services agreement with the City expires on December 31,
2023. Staff requests approval of an amendment to the Agreement through June 30, 2024
to allow continued operations at this time (Attachment A). The contract amendment
amount is $4,404, which covers monthly fees for ParkMobile sensors and the reservation
platform. Unlike past amendments, the City Council is being asked to consider a six month
term extension to allow staff to complete its assessment of the past year’s operations and
to provide an update to the City Council on ParkMobile’s operations at a meeting in early
2024 on revenue, program costs, and any potential changes to the system.
CONCLUSION:
Staff recommends the City Council approve Amendment No. 3 to the Professional
Services Agreement with ParkMobile, extending the term by six months to June 30, 2024,
and increasing the total contract sum by $4,404 to a not-to-exceed amount of $43,392.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action is available for
the City Council’s consideration:
1. Do not approve the amendment to the ParkMobile agreement.
2. Direct Staff to expand, modify, or suspend the ParkMobile system.
3. Take other action as deemed appropriate.
2
AMENDMENT NO. 3
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 3”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and PARKMOBILE LLC, a Delaware limited
liability company (“Consultant”) is effective as of January 1, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking
services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the
“Services”) for one year, for a Contract Sum of $24,308, which included equipment installation
costs.
B. On April 20, 2022 City and Consultant amended the Agreement to extend the term
until December 31, 2022 for additional compensation of $5,872 (“Amendment No. 1”).
C. On April 18, 2023 City and Consultant amended the Agreement to extend the term
until December 31, 2023 for additional compensation of $8,808 (“Amendment No. 2”).
C. City and Consultant now desire to extend the term until June 30, 2024, for
additional compensation of $4,404, bringing the total Contract Sum to $43,392.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
Section 3.2, Contract Sum, is amended to read:
“Contract Sum. Subject to any limitations set forth in this Agreement, City
agrees to pay Consultant the amounts specified in the “Schedule 2” and
incorporated herein by this reference. The compensation, including
reimbursement for actual expenses, pursuant to Schedule 2, Section I., shall
not exceed $30,180 (Thirty Thousand One Hundred Eighty Dollars)
$38,988 (Thirty Eight Thousand Nine Hundred Eighty Eight Dollars)
$43,392 (Forty Three Thousand Three Hundred Ninety Two Dollars)
plus freight charges (the “Contract Sum”), unless additional compensation
is approved pursuant to Section 1.9. In the interest of clarity, the Contract
Sum does not include Reservation Transaction Fees stated in Schedule 2,
Section II.”
Section 4.1, Term, is amended to read:
“The initial term of this Agreement shall commence as of the Effective Date
and end one (1) year from the Effective Date (the “Initial Term”). The
Parties may agree to renew or extend the Term of this Agreement upon
A-1
terms that are mutually agreeable to the Parties. The date on which this
Agreement is terminated or expires as provided herein is called the
“Termination Date,” and the period from the Effective Date through the
Termination Date is herein called the “Term”.
The Term is hereby extended through June 30, 2022 2023 2024.
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 3,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment Nos. 1, 2, and 3 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 3,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 3,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 3.
5.Authority. The persons executing this Amendment No. 3 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this
Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and
(iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
A-2
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on
the dates set forth below, with express intent that this Amendment No. 2 shall be effective as of
January 1, 2024.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
Date:_________________, 2023
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Gerli, City Attorney
CONSULTANT:
PARKMOBILE LLC, a Delaware limited
liability company
By: ________________________________
Name: Tony Stewart
Title: Chief Legal & Privacy Officer
By: ________________________________
Name: David Hoyt
Title: Chief Revenue Officer
Date:___________________, 2023
Address: 1100 Spring Street NW, Suite 200
Atlanta, GA 30309
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
A-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-4
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-5
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B-1
PARKING SERVICES MASTER AGREEMENT
THIS PARKING SERVICES AGREEMENT (the "Agreement") 1s made and entered mto as of
this .Jo~day of Af~1i.-, 2021 (the "Effective Date"), by and among PARKMOBILE, LLC, a
Delaware hm1ted hab1hty company located at 1100 Spnng Street, NW, Suite 200, Atlanta, GA 30309
("ParkMobtle"), and the CITY OF RANCHO PALOS VERDES, a Cahfom1a mumc1pal corporation
("City") Park.Mobile and City shall each be a "Party" and collectively the "Parties"
RECITALS
WHEREAS, Park.Mobile 1s engaged m the busmess of prov1dmg mtegrated solutions for the
management of parkmg-related matters, which may mclude prov1dmg a system for aggregate pohcy
management, operatmg, reportmg and analytics of electromc parkmg services, electromc payment of on-
demand, reservation and/or permit parkmg, related back-office admm1stratlon, assistance with and a system
for the marketmg and sale of such parkmg through the internet and Park.Mobile propnetary websites and
mobile apphcat1ons and other parkmg related services, mcludmg parkmg related services that may be
developed and offered by Park.Mobile from time to time (mdiv1dually and collectively, the parkmg services
offered by Park.Mobile are referred to as the "ParkMobtle Services" or the "Services"), and
WHEREAS, City has sought, by issuance ofan lnv1tat10n for Bids, the performance of the type
of services defined and descnbed particularly m this Agreement, and
WHEREAS, Park.Mobile, followmg subm1ss10n of a bid for the performance of the Park.Mobile
Services defined and descnbed particularly m this Agreement, was selected by the City to perform those
Services, and
WHEREAS, Park.Mobile and City desrre to enter mto a murually beneficial arrangement pursuant
to which Park.Mobile will provide the Park.Mobile Services to City under the terms and conditions stated
herem, and
WHEREAS, Pursuant to the City of Rancho Palos Verdes Mumc1pal Code, City has authonty to
enter mto and execute this Agreement
WHEREAS, the Parties desire to formalize the selection of Park.Mobile for performance of those
Services defined and particularly described m Schedule 1 ofth1s Agreement and desire that the terms of
that performance be as particularly defined and descnbed herem
NOW, THEREFORE, m consideration of the terms, cond1t1ons, covenants and agreements
contamed herem, and other good and valuable cons1derat1on, the receipt and sufficiency ofwh1ch are hereby
acknowledged by the Parties hereto, the Parties hereto agree as follows
1 DEFINITIONS
Except as otherwise expressly mdicated m this Agreement, the followmg terms if used m
this Agreement will have the followmg meanmgs (such meamngs to be applicable equally to the
smgular and plural forms of the terms defined)
11 "Action" means any claim, action, cause of action, demand, lawsmt, arbitration,
mqmry, audit, notice of v10lation, proceedmg, ht1gation, citation, summons, subpoena, or
01203 0006/707998 I EQG -1-
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mveshgahon of any nature, civil, cnmmal, admmistrahve, regulatory, or other, whether at law, m
eqmty, or otherwise
1 2 "Agreement" means this Parlong Services Agreement, mcludmg all Schedules,
any additional agreement or terms and conditions which are acknowledged or agreed upon m
wntmg by City and ParkMobile m connection with the ParkMobile Services, and any agreements
or orders referencmg this Parlong Services Agreement, mcludmg as amended from time to time
1 3 "Application" means propnetary mobile applications offered by ParkMobile, and
applications offered by third-parties or ParkMobile busmess partners related to ParkMobile
Services, and other applications and Technology as ParkMobile may develop for use m connection
with the ParkMobile Services, mcludmg for the purpose of scheduling, startmg, extendmg and
completmg Transactions and makmg payment for all related charges and fees
1.4 "Emergmg Parkmg Revenue" means the Total Pnce generated by Users usmg an
Emergmg Payment Method less User Fees charged by ParkMobile, Transaction Processmg Fees,
and any applicable bank transfer and other third-party fees
1 5 "Fees" means any and all fees charged by ParkMobile m connect10n with the
ParkMobile Services
1 6 "Intellectual Property Rights" means any and all registered and unregistered
nghts granted, applied for, or otherwise now or hereafter m existence under or related to any patent,
copynght, trademark, trade secret, database protection, or other mtellectual property nghts Laws,
and all similar or eqmvalent nghts or forms of protection, m any part of the world
1 7 "IVR System" means ParkMobile's mterachve voice response system
1 8 "Law" means any statute, law, ordmance, regulation, rule, code, order, constitution,
treaty, common law, Judgment, decree, or other reqmrement of any federal, state, local, or foreign
government or political subdivision thereof, or any arbitrator, court, or tnbunal of competent
Junsdiction
1 9 "Net Parkmg Revenue" means the Total Pnce generated by Users usmg a
Traditional Payment Method, less User Fees charged by ParkMobile, Transaction Processmg Fee,
and any applicable bank transfer and other third-party fees
110 "New Version" means any new version of the Platform that ParkMobile may from
tlffie to tlffie mtroduce and market generally, and which ParkMobile may make available to City
at an additional cost
1 11 "Parkmg Fee" means, for each Transaction, the amount set by City for a given
Transaction Park.mg Fees do not mclude the User Fee
112 "ParkMobde360" means an Application for aggregate policy management, operatmg,
reportmg and analytics ofparkmg services
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1 13 "Permitted Use" means use of the Platform by City for the benefit of the City m
the ordmary course of its busmess operations
1 14 "Personal Information" means any mformatlon relatmg to an identified or
identifiable natural person, or which relates to, 1s reasonably capable of bemg associated with, or
could reasonably be hnked, directly or mduectly, with an md1v1dual, mcludmg without hm1tat10n
personal identifiers, commercial mformat10n, b1ometnc mformat1on, mtemet or other electromc
network act1v1ty mformat1on, and geolocatlon data
1.15 "Platform" means collectively the Applications, ParkMob1le Services, S1te(s),
IVR System, Technology, any ParkMob1le technologies, functions, servers, databases, and parkmg
management systems, other ParkMob!le products, services, content, features, technologies,
funct10ns, apphcat1ons, and related websites or other apphcat10ns, and any updates, changes,
rev1s1ons or additions thereto
1 16 "Report" means a detailed statement of mformat1on related to the Transact10ns, as
more particularly descnbed m Schedules 1 and 4 attached to this Agreement and mcorporated
herem
1 17 "Schedule(s)" means those Schedules attached and mcorporated mto this
Agreement to further descnbe ParkMob1le Services and add1t1onal terms of the Agreement
118 "S1te(s)" means any website owned or controlled by ParkMob1le
119 "Technology" means any and all ParkMob!le technology (mcludmg, but not
hm1ted to, apphcat1on programmmg mterfaces, software, etc ) provided by ParkMobtle to City that
1s necessary for City to use and access the ParkMobtle Services solely as contemplated hereunder
1 20 "Total Pnce" means the total amount to be charged to the User for each type of
Transaction, mcludmg (as applicable) the Parlung Fee, any User Fee, Service Fee or other fees
which may be charged m accordance with this Agreement
1.21 "Transaction" means a User's purchase through the Platform of the nght to use a
parkmg space, chargmg station, or other service for a certam penod of time
1 22 "Transaction Processmg Fee" means merchant processmg, gateway and related
fees as expressly set forth on a Schedule
1 23 "User" means the md1v1dual end user, not the City, usmg the Platform
1 24 "User Data" means all data collected from Users m connection with their use of
the Platform, mcludmg without limitation, Personal Information, and all data sets, data
aggregation, deidentlfied data, and analytical data created by ParkMobile m connection with or
based on Users and/or theu use of the ParkMobile Services
1 25 "User Fee" means the fees charged by ParkMobtle m connection with the
ParkMob1le Services
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2 PARKMOBILE SERVICES
2.1 Agreement Apphcab1hty City acknowledges and agrees that the terms and
conditions of this Agreement shall govern City's access and use of the Platform, mcludmg all
ParkMobile Services, Applications and Technology, currently offered or to be offered by
ParkMobile The specific ParkMobile Services for which City is purchasmg a license are shown
m Schedule 1 City may purchase licenses for additional ParkMobile Services at any time dunng
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 mducement to the City entenng mto this Agreement, ParkMobile represents
and warrants that it has the qualifications, expenence, and facilities necessary to properly perform
the services required under this Agreement m a thorough, competent, and professional manner,
and is experienced m performmg the work and Services contemplated herem 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 m 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 contam 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 nghts,
mcludmg all Intellectual Property Rights, m and to the Platform,
(b) ParkMobile may deny any mdividual 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, mamtam, process and use diagnostic, technical,
usage and related mformation, mcludmg mformation about City's computers,
systems and software, that ParkMobile may gather periodically to improve the
performance of the Platform, develop New Versions or Updates This mformation
will be treated m accordance with ParkMobile's pnvacy 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 m 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 wntten
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approval If City desrres add1t10nal services that are not expressly agreed upon m this Agreement,
the Parties shall negotiate regardmg such add1tlonal services, mcludmg the amount of add1t10nal
compensation to ParkMobiie, and will memonahze their agreement, 1f any, m either a separate
wntten contract or an amendment to this Agreement
2 6 License Restractlons Except as this Agreement expressly perrmts, City shall not,
and shall not permit any other person to
(a) copy the Platform, m whole or m part,
(b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative
works or rrnprovements of the Platform, m whole or m part,
( c) rent, lease, lend, sell, subhcense, assign, d1str1bute, pubhsh, transfer, or
otherwise make ava1lable the Platform to any thud-party,
( d) reverse engmeer, disassemble, decomp1le, decode, or adapt the Platform, or
otherwise attempt to denve or gam access to the source code of any Technology, m
whole or m part,
( e) bypass or breach any secunty device or protection used for or contamed m
the Platform,
(t) remove, delete, efface, alter, obscure, translate, combme, supplement, or
otherwise change any trademarks, warranties, d1scla1mers, or Intellectual Property
Rights, proprietary nghts or other symbols, notices, marks, or serial numbers on or
relatmg to the Platform,
(g) use the Platform m any manner or for any purpose that mfringes,
misappropriates, or otherwise v10lates any Intellectual Property Right or other right
of any person, or that violates any apphcable Law,
(h) use the Platform for purposes of (1) benchmarkmg or competitive analysis
of the Platform, (n) developmg, usmg, or prov1dmg a competmg product or service,
or (m) any other purpose that 1s to ParkMob1le's detriment or commercial
disadvantage,
(1) use the Platform m or m connection with the design, construction,
mamtenance, operation, or use of any hazardous environments, systems, or
apphcations, any safety response systems or other safety-critical apphcat1ons, or
any other use or apphcat1on m which the use or failure of the Platform could lead
to personal mJury or severe physical or property damage, or
(J) use the Platform other than for the Permitted Use or many manner or for
any purpose or apphcatlon not expressly permitted by this Agreement and shall be
fully responsible and hable for any use or misuse of the Platform
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2 7 Suspension or Termmatlon of Platform ParkMobile may, directly or mdirectly,
suspend, tenmnate, or otherwise deny City's, or any other person's access to or use of all or any
part of the Platform, without mcumng any resultmg obligation or habihty, if ParkMobile believes,
m 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 many
manner that does not comply with any matenal reqmrement of the Agreement, or
(b) City or another person is, has been, or is hkely to be mvolved m any
fraudulent, m1sleadmg, or unlawful activities relatmg to or m connection with the
Platform
(c) This Section 2 7 does not limit any of ParkMobile's other nghts or
remedies, whether at law, m eqmty, or under this Agreement
2 8 Revmons, Updates and New Vers10ns Dunng the Term, ParkMobile reserves the
nght, m its sole discretion, to revise, update, improve, upgrade, add mtegrations with third-party
applications or software, add functions, mtroduce New Versions or otherwise change ( collectively
"Updates") the Platform, mcludmg without hmitat10n, 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 reqmre m relation to the ParkMobile
Services ParkMobile agrees to provide City with the preventative mamtenance, corrective
mamtenance, adaptive mamtenance and onlme, on-site and telephone support with respect to the
ParkMobile Services that it generally provides to cheats
2 10 Error Corrections Each of ParkMobile and City shall promptly notify the other
of any errors or mterruptions m the ParkMobile Services In the event of any errors or mterruptions
m the ParkMobile Services, ParkMobile's sole and exclusive obhgat10n 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 determmed by ParkMobile m
its sole discretion
2 11 Status Meetmgs 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 JOmt meetmg to discuss
the status of the ParkMobile Services and the Parties' relationship hereunder, as well as to answer
questions, gather mformation and resolve disputes that may occur from time to time It is the
expectation of the Parties that the representatives of the Parties shall commumcate 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 meetmgs pursuant to this Section 2 12 may be face
to face, video or telephomc meetmgs as may be agreed upon by the Parties Each Party shall bear
its own costs of attendmg or part1c1patmg m such meetmgs
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2 12 Park.mg Information City 1s responsible for settmg rates and zones and other
reqmred mformatJon regardmg its parkmg mventory offered through the ParkMob1le Services and
for keepmg such mformat10n up to date w1thm the ParkMob1le Services
2 13 Status of ParkMobde ParkMob1le shall have no authority to bmd City m any
manner, or to mcur any obligation, debt or liability of any kind on behalf of or agamst City, whether
by contract or otherwise, unless such authority 1s expressly conferred under this Agreement or 1s
otherwise expressly conferred in writmg by City ParkMob1le shall not at any time or in any
manner represent that ParkMob1le or any of ParkMob1le's officers, employees, or agents are m
any manner officials, officers, employees or agents of City Neither ParkMob1le, nor any of
ParkMob1le's officers, employees or agents, shall obtain any rights to retirement, health care or
any other benefits which may otherwise accrue to City's employees ParkMob1le expressly waives
any claim ParkMob1le may have to any such rights
2 14 Compliance with Law ParkMobile shall reasonably keep itself informed
concemmg, and shall render all Services hereunder in accordance with, all ordmances, 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 mform ParkMob1le of any non-compliance by ParkMob1le of which City
1s aware
2 15 ParkMobde's Respons1b1hty for Subcontractors For every subcontractor who
will perform work under this Agreement, ParkMob1le shall be responsible for such subcontractor's
compliance with D1v1s1on 2, Part 7, Chapter 1 (commencing with Section 1720) of the Cahforma
Labor Code and shall make such compliance a reqmrement in any contract with any subcontractor
for work under this Agreement ParkMob1le shall be reqmred to take all actions necessary to
enforce such contractual prov1s1ons and ensure subcontractor's compliance, mcludmg without
hm1tat1on, conductmg a review of the certified payroll records of the subcontractor on a periodic
basis or upon becommg aware of the failure of the subcontractor to pay his or her workers the
specified preva1lmg rate of wages ParkMob1le shall diligently take corrective action to halt or
rectify any such failure by any subcontractor
2 16 Licenses, Permits, Fees and Assessments ParkMob1le shall obtam at its sole cost
and expense such licenses, permits and approvals as may be reqmred by law for the performance
of the Services reqmred by this Agreement ParkMob1le shall have the sole obhgatlon to pay for
any fees, assessments and taxes, plus applicable penalties and interest, which may be 1mposed by
law and arise from or are necessary for the ParkMobile's performance of the Services reqmred by
this Agreement, and shall indemmfy, defend and hold harmless City, its officers, employees or
agents of City, against any such fees, assessments, taxes, penalties or mterest levied, assessed or
imposed agamst City hereunder
2 17 Fam1hanty with Work By executing this Agreement, ParkMob1le warrants that
ParkMobile (1) has thoroughly mvestlgated and considered the scope of Services to be performed,
(11) has carefully considered how the Services should be performed, and (111) fully understands the
fac1lit1es, difficulties and restnctlons attending performance of the Services under this Agreement
If the Services mvolve work upon any site, ParkMob1le warrants that ParkMobile, to the extent
necessary to perform the Services, has or will mvestigate the site and 1s or will be fully acquamted
01203 0006/707998 I EQG -7-
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with the conditions there ex1stmg, pnor to commencement of Services hereunder Should the
ParkMob1le discover any latent or unknown cond1t10ns, which will matenally affect the
performance of the Services hereunder, ParkMob1le shall 1mmed1ately mform the City of such fact
and shall not proceed except at ParkMob1le's nsk until wntten mstructlons are received from the
City
2 18 Further Respons1b1hhes of Parties Both Parties agree to use reasonable care and
diligence to perform therr 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 ParkMob1le Services are set forth in Schedule 2,
attached to this Agreement For each Transaction, ParkMobile shall charge the User the Total
Pnce
(a) All amounts payable to ParkMob1le under this Agreement shall be paid by
City to ParkMob1le in full without any setoff, recoupment, counterclaim, deduction,
debit or withholding for any reason (other than any deduct10n or w1thholdmg of tax
as may be reqmred by applicable Law)
(b) Upon receipt of a Notice to Proceed, ParkMob1le shall provide to City an
initial invoice for Fees as stated m Schedule 2 Thereafter, each month ParkMob1le
shall provide to City an ongmal invmce for all Fees mcurred dunng the preceding
month m a form approved by the City's Director of Finance By submitting an
mv01ce for payment under this Agreement, ParkMob1le 1s certifying the Services
were provided as stated in the inv01ce
( c) City shall independently review each mv01ce submitted by ParkMob1le 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 w1thm thirty (30) days of receipt of ParkMob1le's correct
and undisputed inv01ce, however, ParkMobile acknowledges and agrees that due to
City warrant run procedures, the City cannot guarantee that payment will occur
within this time penod If non-payment contmues for sixty (60) days followmg the
date upon which payment was initially due, ParkMob1le may in its sole discretion
withhold, suspend or revoke City's use of ParkMobile Services until all Fees and
interest thereon 1s paid m full, and/or terminate this Agreement under Section 4, as
applicable
3 2 Contract Sum SubJect to any limitations set forth m this Agreement, City agrees
to pay Consultant the amounts specified m Schedule 2 and incorporated herem by this reference
The compensation, mcluding reimbursement for actual expenses, pursuant to Schedule 2, Sect10n
I, shall not exceed $24,308 (Twenty Four Thousand Three Hundred and Eight Dollars) plus
freight charges (the "Contract Sum"), unless addit10nal compensation 1s approved pursuant to
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Sect10n 1 9 In the mterest of clarity, the Contract Sum does not mclude Reservation Transaction
Fees stated m Schedule 2, Section II
33
34
ParkMoblle as Merchant of Record
(a) If ParkMob1le 1s the merchant of record ("MOR") for the ParkMob1le
Services as shown m a Schedule, then City shall provide to ParkMob1le
(1) City Electromc Funds Authorizatton Form (m the form of Schedule
5 attached to this Agreement and mcorporated herem),
(n) W-9, and
(111) A copy of a v01ded check or bank letter with account mfo
(collectively, the "D1str1button Informat10n") prior to remittance by
ParkMob1le of any amounts due hereunder
(b) ParkMobile will retam all amounts due to City without penalty until
ParkMob1le receives the D1stnbut1on Information from City Thereafter,
ParkMob1le shall remit amounts due to City as set forth m the Schedules attached
hereto on the 15 th of the followmg month City hereby appomts ParkMob1le as its
hm1ted agent to accept and process payments m connection with the ParkMob1le
Services and acknowledges that receipt of payment from Users m connection with
the ParkMob1le Services by ParkMobile shall be deemed the same as receipt by
City itself
City as Merchant of Record
(a) lf City 1s the MOR, City shall pay ParkMob1le all amounts due to
ParkMob1le not later than thirty (30) busmess days after the date of ParkMobile's
mvo1ce
(b) City hereby appomts ParkMobile as its limited agent to accept and process
payments m connection with the ParkMob1le Services and acknowledges that
receipt of payment from Users m connection with the ParkMobile Services by
ParkMob1le shall be deemed the same as receipt by City itself
3.5 Taxes Except as otherwise noted herem, ParkMobile's Fees do not mclude sales,
use, revenue, excise or similar taxes Accordmgly, m add1t1on to the Fees specified herem, the
amount of any sales, use, revenue, excise or other similar tax apphcable to the ParkMob1le Services
provided hereunder shall be the sole responsib1hty of and shall be paid by City City shall
mdernnify ParkMob1le for all Actions based on City's late or non-payment of taxes If City asserts
that 1t is a tax-exempt entity, w1thm ten (10) days of the Effective Date, 1t shall provide ParkMobile
with a vahd tax exemption certificate issued by the appropriate taxmg authority
3 6 BLlhng Disputes City shall not be entitled to suspend payment of any disputed
mvo1ces Any disputes must be submitted by City to ParkMobile m wntmg w1thm thirty (30) days
of the date of the mvmce, with an explanation of the reason for the dispute If any payment dispute
01203 0006/707998 I EQG -9-
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1s resolved by Park.Mobile m favor of City, Park.Mobile shall credit City on the next subsequent
mvo1ce issued to City
3 7 Expenses Except as otherwise provided herem, Park.Mobile shall not charge City
any costs for the mtegration of City's system(s) or for the management of the Park.Mobile Services
Park.Mobile shall charge City for ordmary, necessary and reasonable thud-party costs on a duect
cost basis
4 TERM, TERMINATION
4 1 Term The imtlal term of this Agreement shall commence as of the Effective Date
and end one (1) year from the Effective Date (the "Imttal Term") The Parties may agree to
renew or extend the Term ofth1s Agreement upon terms that are mutually agreeable to the Parties
The date on which this Agreement 1s termmated or expues as provided herem 1s called the
"Termmatton Date," and the penod from the Effective Date through the Termmatlon Date is
herem called the "Term"
4 2 TermmatJon Pnor to Exp1ratton of lmtJal Term This Section shall govern any
termmatlon of this Agreement except as specifically provided m the followmg Section for
termmatlon for cause The City reserves the nght to termmate this Agreement at any time, with or
without cause, upon sixty (60) days' wntten notice to Park.Mobile In addition, Park.Mobile
reserves the nght to termmate this Agreement at any time, with or without cause, upon sixty (60)
days' wntten notice to City
4 3 TermmatJon for Cause
(a) Either Party may termmate this Agreement 1f the other Party matenally
breaches any provision of this Agreement and fails to remedy such breach w1thm
forty-five (45) days after rece1vmg wntten notice thereof
(b) A Party may, at its option and without pnor notice, termmate this
Agreement effective immediately 1f the other Party
(1) makes a general assignment for the benefit of creditors,
(11) mstltutes hqmdat1on proceedmgs or proceedmgs to be adjudicated
as voluntanly bankrupt,
(111) consents to the filmg of a petition of bankruptcy agamst it,
(1v) 1s adJud1cated by a court of competentJunsd1ct1on as bemg bankrupt
or msolvent,
(v) seeks reorgamzatlon under any bankruptcy act,
consents to the fihng of a petition seekmg such reorgamzatlon, or
01203 0006/707998 I EQG -10-
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(vu) has a decree entered agamst 1t by a court of competent Jurisdiction
appomtmg a receiver, hqmdator, trustee, or assignee m bankruptcy or man
msolvency covermg all or substantially all of such Party's property or
prov1dmg for the hqmdat10n or dissolution of such Party's property or
busmess affarrs,
4.4 Effect of Termmatlon
(a) Upon termmation or expiration of this Agreement
(1) each Party shall lffiffiediately pay the other Party any amounts then
accrued and properly payable under this Agreement,
(n) each Party shall promptly return to the other Party all Confidential
lnformat10n of the other Party,
(m) City promptly shall return to ParkMob1le all materials m its
possession provided by ParkMobile or otherwise created or produced by
ParkMob1le m connection with the performance of the ParkMob1le Services
hereunder, and
(1v) City shall d1scontmue all use of the Platform and any and all
mtellectual property of ParkMobile
(b) Notw1thstandmg the exercise by any Party of its rights under this Section 4,
no termmation of this Agreement shall reheve either Party of its habihty for the
payment or performance of any obligation accrued prior to the Termmation Date
(mcludmg any mdernnification obligation arismg hereunder, whether or not notice
of such mdernnificahon Action has been given before such termmation)
5 ADDITIONAL COVENANTS OF THE PARTIES
5 1 Confidentiahty Each Party ("Rece1vmg Party") acknowledges that all non-pubhc
mformation and data (mcludmg trade secrets) of the other Party ("D1sclosmg Party") mcludmg,
but not hmited to, mformation and data relatmg to the other Party's products, services, employees,
customers, pricmg, software, busmess, finances, marketmg and promotions 1s the confidential and
proprietary mformahon of the disclosmg Party ("Confidential Information") User Data 1s the
property of and deemed the Confidential information of ParkMob1le Except as otherwise set out
herem, neither Party shall disclose any Confidential Information of the other Party to any thrrd-
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 confident1ahty of Confidential Information of the d1sclosmg Party and
prevent its disclosure to others
Each Rece1vmg Party may disclose the Confidential Information of the Disclosmg Party to
its affiliates and their respective employees and agents who are drrectly mvolved m the
performance of this Agreement, who have a need to know and who are obligated m writmg to
honor the restrictions on disclosure and use of such Confidential information set forth m this
01203 0006/707998 I EQG -11-
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Agreement (the persons to whom such disclosure 1s penmss1ble bemg collectively known as
"Representatives") Each Rece1vmg Party shall be responsible for any breach of this Section 5 1
by its Representatives Each Rece1vmg Party shall not disclose, without the pnor wntten consent
of the D1sclosmg Party, any of such D1sclosmg Party's Confidential Information that 1t has learned
either dunng the course of this Agreement or m d1scuss1ons and proposals leadmg up to this
Agreement, except as expressly peITnJtted hereunder or as may be reqmred by Law Each
Rece1vmg Party shall not use the Confidential Information of the D1sclosmg Party for any purpose
other than that for which 1t was disclosed m order to exercise its nghts and perform its obligat10ns
hereunder
5 2 Each D1sclosmg Party's Confidential Information shall remam the property of such
D1scloslilg Party Upon the D1sclosmg Party's request and any termmat1on or exprrat1on of this
Agreement, the Rece1v!Ilg Party shall deliver, erase or destroy (at the D1sclosmg Party's option)
the D1sclosmg Party's Confidential Information, and shall confirm to the D1sclosmg Party m
wntmg that all such documents and thmgs have been so provided, erased or destroyed
5.3 The foregomg obligations shall not apply to any Confidential Information that
(a) 1s lil the public domam without breach of this Agreement by the Rece1vmg
Party,
(b) a Rece1vmg Party can demonstrate was nghtfully known pnor to receipt
from the D1sclosmg Party, or
(c) was subsequently received by the Rece1vmg Party from a th1rd-party
without any obligation of confidentiality to the D1sclosmg Party
5 4 The Rece1vmg Party may disclose the D1sclosmg Party's Confidential Information
1f the mformatlon 1s disclosed by the Rece1vmg Party pursuant to a requrrement of a governmental
agency or by operat10n of law, provided however, that the Rece1vmg Party shall first notify
D1sclosmg Party pnor to disclosure, 1f allowed by Law, lil order to give the D1sclosmg Party a
reasonable opportumty 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
Rece1vmg Party 1s reqmred to disclose To the extent a Party determmes 1t 1s advisable to file a
copy of this Agreement with a governmental agency, mcludmg the Umted States Secuntles and
Exchange Corrumss1on, that Party and its counsel shall work with the other Party and its counsel
to obtam confidential treatment of relevant port10ns of this Agreement, lilcludmg, without
lrrmtatlon, product and service specifications and pncmg mformatlon
5 5 Each Party agrees that rrreparable damage may occur, and that monetary damages
may be an msuffic1ent remedy at law, m the event that any of the prov1s1ons 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, m addition to any other remedy at law or eqmty
5 6 Each Rece1vmg Party's obligation with respect to the Confidential Information of
a D1sclosmg Party shall expire three (3) years after the termmatlon or exprratlon ofth1s Agreement,
provided, however, that each Party's obhgat10ns with respect to the trade secrets of a D1sclosmg
01203 0006/707998 I EQG -12-
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Party shall remam m effect throughout the Term and at all times thereafter, but only for so long as
such mformatlon remams a trade secret
5 7 Information Subject to Section 5 1 and any apphcable Law, each Party shall
provide the other Party with all mformatlon regardmg itself and the transactions under this
Agreement that the other Party reasonably beheves 1s reqmred to comply with all apphcable Laws
and to satisfy the requestmg Party's obhgat10ns under this Agreement Any mformation owned by
one Party that 1s provided to the other Party pursuant to this Agreement shall be considered
Confidential Information and shall remam the property of the D1sclosmg Party Except as set forth
herem, nothmg contamed m this Agreement shall be construed as grantmg or confemng nghts,
hcenses or otherwise m any such Confidential Information
5 8 Records Dunng the Term and for three (3) years followmg expiration or
termmation of the Agreement, each Party shall mamtam and retam records related to this
Agreement, mcludmg the prov1s1on of the ParkMob1le Services hereunder, consistent with such
Party's h1stoncal pohc1es regardmg retention of records Subject to this Section 5 3, as needed
from time to time dunng the Term and for three (3) years followmg exp1rat10n or termmation of
the Agreement, unless otherwise proh1b1ted by apphcable Law, the Parties shall provide each other
with records related to this Agreement to the extent that (a) such records exist m the ordmary
course of busmess, (b) such records are reasonably necessary for the requestmg Party to comply
with its obhgatlons under this Agreement or applicable Law, and (c) such records demonstrate the
Party's comphance with this Agreement
5 9 Pravacy & Securaty
(a) ParkMobile will use reasonable secunty practices and procedures
appropnate to the nature of any Personal Information obtamed m connection with
this Agreement (mcludmg as part of the User Data) to safeguard such mformatlon
ParkMob1le agrees to comply with all apphcable Laws with regard to their use,
disclosure, access and mamtenance of Personal Information
(b) City will use reasonable security practices and procedures to safeguard the
Platform, mcludmg User Data received or to which 1t 1s provided access m
connection with this Agreement, from mfrmgement, misuse, or unauthonzed
access
(c) City shall retam sole respons1b1hty for
01203 0006/707998 I EQG
(1) its own mformatlon technology mfrastructure, mcludmg computers,
software, databases, electromc systems (mcludmg database management
systems), and networks, whether operated directly by City or through the
use of third-party services,
(11) all access to and use of the Platform directly or md1rectly by or
through the City systems, with or without City's knowledge or consent, and
(m) any use or misuse of any User Data which City accesses or obtams
pursuant to this Agreement
-13-
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( d) City shall comply at all times with the Cahfomia Consumer Protection Act,
Cahfomia ClVll Code § 1798 100 et seq , and the regulations promulgated
thereunder ("CCP A") once apphcable, as well as similar laws passed by other states
as they may be apphcable City shall assist ParkMobile, as apphcable, m complymg
with obhgatlons under the CCP A The City shall assist ParkMobile with such
compliance by, for example, makmg it easy for ParkMobtle to mamtam, track,
revise, and delete data and otherwise respond to data access requests City will not
sell, retam, 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
S 10 Insurance Without hmitmg ParkMobile's mdemmficatlon of City, and pnor to
commencement of any services under this Agreement, ParkMobile shall obtam, provide and
mamtam at its own expense dunng the term of this Agreement, pohcies of msurance of the type
and amounts descnbed below and m a form satisfactory to City
(a) General habihty msurance ParkMobtle shall mamtam commercial general
habihty msurance with coverage at least as broad as Insurance Services Office form
CG 00 01, m an amount not less than $1,000,000 per occurrence, $2,000,000
general aggregate, for bodily mJury, personal mJury, and property damage The
pohcy must mclude contractual habihty that has not been amended Any
endorsement restnctmg standard ISO "msured contract" language will not be
accepted
(b) Automobile habihty msurance ParkMobile shall mamtam automobile
msurance at least as broad as Insurance Services Office form CA 00 01 covenng
bodily mJury and property damage for all activities of the ParkMobile ansmg out
of or m connection with Services to be performed under this Agreement, mcludmg
coverage for any owned, hired, non-owned or rented vehicles, m an amount not less-----
than $1,000,000 combmed smgle hmit for each accident
(c) Professional habihty (errors & omiss10ns) msurance ParkMobile shall
mamtam professional habihty msurance that covers the Services to be performed
m connection with this Agreement, m the mmimum amount of $1,000,000 per
claim and m the aggregate Any pohcy mceptlon date, contmmty date, or retroactive
date must be before the effective date of this Agreement and ParkMobile agrees to
mamtam contmuous coverage through a penod no less than one ( 1) year after
completion of the services reqmred by this Agreement
(d) Workers' compensation msurance ParkMobtle shall mamtam Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with hmits of at least $1,000,000)
( e) Subcontractors ParkMobile shall mclude all subcontractors as msureds
under its pohcies or shall furnish separate certificates and certified endorsements
for each subcontractor All coverages for subcontractors shall mclude all of the
reqmrements stated herem
01203 0006/707998 I EQG -14-
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5 11 General Insurance Regmrements
(a) Proof of msurance ParkMobile shall provide certificates of msurance to
City as evidence of the msurance coverage reqmred herem, 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 msurance shall be kept on file with City at
all times durmg the term of this Agreement
(b) Duration of coverage ParkMobile shall procure and mamtam for the
duration of this Agreement msurance agamst claims for mJuries to persons or
damages to property, which may arise from or m connection with the performance
of the Services hereunder by ParkMobile, its agents, representatives, employees or
subconsultants
(c) Primary/noncontributmg Coverage provided by ParkMobile shall be
primary and any msurance or self-msurance procured or mamtamed by City shall
not be reqmred to contribute with it The limits of msurance reqmred herem may
be satisfied by a combmation of primary and umbrella or excess msurance Any
umbrella or excess msurance shall contam or be endorsed to contam 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 msurance or self-msurance shall be called
upon to protect it as a named msured
(d) City's rights of enforcement In the event any policy of msurance reqmred
under this Agreement does not comply with these specifications or is canceled and
not replaced, City has the right but not the duty to obtam the msurance it deems
necessary and any premmm paid by City will be promptly reimbursed by
ParkMobile or City will withhold amounts sufficient to pay premmm from
ParkMobile payments In the alternative, City may cancel this Agreement
( e) Acceptable msurers All msurance policies shall be issued by an msurance
company currently authorized by the Insurance Commissioner to transact busmess
of msurance or that is on the List of Approved Surplus Lme Insurers m the State of
California, with an assigned policyholders' Ratmg of A-(or higher) and Fmancial
Size Category Class VI (or larger) m accordance with the latest edition of Best's
Key Ratmg Gmde, unless otherwise approved by the City's Risk Manager
(f) Waiver of subrogation All msurance coverage mamtamed or procured
pursuant to this agreement shall be endorsed to waive subrogation agamst City, its
elected or appomted officers, agents, officials, employees and volunteers or shall
specifically allow ParkMobile or others providmg msurance evidence m
compliance with these specifications to waive their right of recovery prior to a loss
ParkMobile hereby waives its own right of recovery agamst City, and shall reqmre
similar written express waivers and msurance clauses from each of its
subcontractors
01203 0006/707998 I 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-comphance with any reqmrement imposes no
addit10nal obhgattons on the City nor does it waive any nghts hereunder
(h) Regmrements not hmiting Reqmrements of specific coverage features or
hmits contained m this sect10n are not mtended as a hmitatton on coverage, hmits
or other reqmrements, or a waiver of any coverage normally provided by any
msurance Specific reference to a given coverage feature 1s for purposes of
clanficatton only as it pertains to a given issue and is not mtended by any party or
msured to be all mclusive, or to the exclus10n of other coverage, or a waiver of any
type If the ParkMobile mamtams higher hmits than the mmimums shown above,
the City reqmres and shall be entitled to coverage for the higher hmits mamtamed
by the ParkMobile Any available insurance proceeds in excess of the specified
mmimum hrmts of msurance and coverage shall be available to the City
(1) Notice of cancellation ParkMobtle, its msurance agent or broker, or
msurers will provide to City a thirty (30) day notice of cancellation ( except for
nonpayment for which a ten (10) day notice is reqmred) or nonrenewal of coverage
for each required coverage
(J) Additional msured status General habihty pohcies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and
volunteers shall be additional msureds under such pohcies This prov1s10n shall also
apply to any excess/umbrella habihty policies
(k) Prohibition of undisclosed coverage hmitat10ns None of the coverages
reqmred herem will be m compliance with these requirements if they mclude any
lrrmtmg endorsement of any kmd that has not been first submitted to City and
approved of m wntmg
(I) Separat10n of insureds A severabihty of mterests provision must apply for
all additional msureds ensunng that ParkMobile's msurance shall apply separately
to each msured agamst whom claim is made or smt is brought, except with respect
to the insurer's hm1ts of hab1hty The pohcy(ies) shall not contam any cross-
habihty exclus10ns
(m) Pass through clause ParkMobile agrees to ensure that its subconsultants,
subcontractors, and any other party mvolved with the project who is brought onto
or involved m the project by ParkMobtle, provide the same mmimum msurance
coverage and endorsements reqmred of ParkMob1le ParkMobile agrees to momtor
and review all such coverage and assumes all responsibihty for ensunng that such
coverage 1s provided in conformity with the reqmrements of this sect10n
ParkMobile agrees that upon request, all agreements with consultants,
subcontractors, and others engaged m the project will be submitted to City for
review
01203 0006/707998 I EQG -16-
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(n) Agency's nght to revise specifications The City reserves the nght at any
tune dunng the term of the contract to change the amounts and types of msurance
reqmred by g1vmg the ParkMob1le nmety (90) days advance wntten notice of such
change If such change results m substantial add1t1onal cost to the ParkMob1le, the
City and ParkMob1le may renegotiate ParkMob1le's compensation If ParkMob1le
chooses not to change the amounts or types of msurance reqmred by the City,
ParkMob1le may termmate the Agreement upon thirty (30) days wntten notice
without penalty or obligation
(o) Self-msured retentions Any self-msured retentions must be declared to and
approved by City
(p) Tunely notice of clauns Each Party shall give the other Party prompt and
timely notice of clauns made or smts mshtuted that anse out of or result from
ParkMob1le's performance under this Agreement, and that mvolve or may mvolve
coverage under any of the reqmred liability policies
( q) Additional msurance ParkMobile shall also procure and mamtam, at its
own cost and expense, any additional kinds of msurance, which m 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 msurance to msure agamst
losses, damages and nsks as are customanly msured agamst by a busmess or entity engaged m
similar act1v1t1es, mcludmg at a mm1mum, all msurance reqmred by applicable Law
5 13 Intellectual Property Rights City acknowledges and agrees that
(a) Use of the Platform 1s licensed, not sold, to City by ParkMobile and City
does not have under or m connection with this Agreement any ownership mterest
m the Platform, or m any related Intellectual Property Rights,
(b) SubJect only to the lirmted license granted to City under this Agreement,
ParkMob1le and its licensor(s) are the sole and exclusive owner(s) of all nght, title,
and mterest m and to the Platform, User Data, the Technology, all deliverables
created by ParkMob1le hereunder, any other ParkMob1le Intellectual Property
Rights and all appurtenant patent, copyright, trademark, trade secret and other
mtellectual property or proprietary nghts associated with any of the foregomg To
the extent ParkMob1le provides any deliverable to City for its use (e g, matenal for
mclus1on on a City-hosted website to direct Users to a Site), City 1s hereby granted
a limited, revocable, non-sublicensable and personal nght to use such deliverable
solely dunng the Term m accordance with any mstructlons provided and solely m
connection with the ParkMob1le Services The prov1s1on of any such deliverable to
City does not constitute a sale of such deliverable City shall not assign, sub license,
transfer, pledge, lease, rent or share any nghts under the foregomg license to any
third-party unless expressly permitted m writmg by ParkMob1le City shall be fully
responsible and liable for any use or misuse of the foregomg City further agrees
that all deliverables shall be deemed ParkMob1le Confidential Information
01203 0006/707998 I EQG -17-
B-18
( c) City hereby uncond1honally and mevocably assigns to ParkMob1le, its
entire nght, title, and mterest m and to any Intellectual Property Rights that City
may now or hereafter have m or relatmg to the Platform (mcludmg any nghts m
denvahve works or patent improvements relating to either of them), whether held
or acqmred by operat10n of law, contract, assignment or otherwise
( d) City shall take all reasonable measures to safeguard the Platform from
infringement, misuse, or unauthonzed access,
(e) City shall at City's expense, take all such steps as ParkMob1le may
reasonably reqmre to assist ParkMobtle in mamtaining the vahd1ty, enforceab1hty
and ParkMob1le's ownership of the Intellectual Property Rights m the Platform,
(f) City will promptly notify ParkMob1le in wnting 1f City becomes aware of
(1) any actual or suspected mfringement, m1sappropnahon or other
v10lation of ParkMob1le's Intellectual Property Rights in or relating to the
Platform, or
(11) any Action alleging or claiming that the Platform, mcludmg any
product10n, use, marketmg, sale or other d1spos1t10n of the Platform, in
whole or in part, mfringes, m1sappropnates or otherwise v10lates the
Intellectual Property Rights or other nghts of any third-party,
(g) City will fully cooperate with and assist ParkMob1le in all reasonable ways
in the conduct of any act10n by ParkMobtle to prevent or abate any actual or
threatened infnngement, m1sappropnation or v10lat1on of ParkMobtle's nghts m,
and to attempt to resolve any Actions relatmg to, the Platform, including having
City's employees testify when requested and making available for discovery or tnal
relevant records, papers, mformatlon, samples, specimens and the hke,
(h) As between ParkMob1le and City, ParkMob1le 1s and will remain the sole
and exclusive owner of all nght, title, and mterest m and to all User Data, mcludmg
all Intellectual Property Rights relatmg thereto, subject to the nghts and
perm1ss10ns granted m this Agreement, and
(1) Except for the hm1ted nghts and hcenses expressly granted under this
Agreement, nothmg m this Agreement grants, by implication, waiver, estoppel or
otherwise, to City or any thrrd-party any Intellectual Property Rights or other nght,
title, or mterest in or to the Platform or User Data All Intellectual Property Rights
related to the Platform, mcludmg but not hm1ted to the ParkMob!le Services, as
well as any additional services, software, technology or systems developed by
ParkMob1le, belong to ParkMobtle
5 14 Trademark License & Brandmg
(a) Each Party ("Licensor") grants the other Party ("Licensee") a personal,
limited, non-exclusive, non-transferable, non-subhcensable, revocable hcense to
01203 0006/707998 I EQG -18-
B-19
use Licensor's trademarks, trade names and logos (the "Marks") dunng the Term
solely m connection with the ParkMob1le Services as provided hereunder Any such
use by Licensee 1s subject to and must be m accordance with Licensor's gmdelmes
(as updated from tune to tune) 1f and as provided by Licensor to Licensee In
add1t1on, any use by Licensee of Licensor's Marks 1s subject to Licensor's pnor
wntten approval
(b) City agrees to use commercially reasonable efforts to obtam for ParkMob1le
a license to use the Marks and photos or video assets associated with a Fac1hty
(mcludmg where City 1s not the Fac1hty owner) and any tenants of a Facility m
connection with ParkMob1le's marketmg of the ParkMobtle Services as available
at such Fac1hty If City cannot obtam such license(s), ParkMob1le has no obligation
to mclude or use such Marks m connection with the ParkMobile Services provided
hereunder ParkMob1le reserves the nght to change its name, brandmg and s1gnage
at any time dunng the Term
(c) Licensee shall not make any use of Licensor's Marks m 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 nghts created by or resultmg from Licensee's use shall mure to the benefit
of Licensor
5 15 Reservation of Rights All nghts not expressly granted to City under this
Agreement are reserved to ParkMobtle
6 REPRESENTATIONS AND WARRANTIES
6 1 Mutual Representations and Warranties Each of ParkMobtle and City hereby
represents, warrants and covenants to the other Party hereto as follows
(a) It is duly orgamzed and validly existmg under the laws of the state of its
mcorporat1on and has full power and authonty to carry on its busmess 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 reqmsite corporate, governmental or )united
habihty company action, as applicable,
( c) It has the power and authonty to execute and deliver this Agreement,
perform its obligations and grant any licenses granted hereunder,
( d) It has all nghts, titles and mterests necessary to grant any licenses granted
hereunder,
(e) The execution, delivery and performance by 1t of this Agreement and its
compliance with the terms and prov1s10ns hereof do not and will not conflict with
or result ma breach of any of the terms or prov1s10ns of or constitute a default under
01203 0006/707998 I EQG -19-
B-20
the prov1s1ons of its charter documents or bylaws, any order, wnt, mJunctlon or
decree of any court or governmental authonty entered agamst 1t or by which any of
its property 1s bound, or any agreement with or obhgatlon to a third-party, and
(t) At all times 1t shall comply with apphcable 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 P ARKMOBILE 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, MERCHANT ABILITY 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 INV ALUE 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 I EQG -20-
B-21
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 TOT AL AMOUNT EARNED BY P ARKMOBILE IN THE
TWELVE ( 12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO THE ACTION IN CONNECTION WITH THIS AGREEMENT'
8 MISCELLANEOUS
8 1 Force Ma1eure Neither Party shall be !table for failure or delay m performance of
its obhgat1ons under this Agreement to the extent such failure or delay 1s caused by an act of God,
act of a pubhc enemy, war or national emergency, rebelhon, msurrectton, not, ep1dem1c,
quarantine restnctton, fire, flood, explosion, storm, earthquake, mterruptton m the supply of
electnc1ty, 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 neghgence by such Party ( each, a
"Force MaJeure Event") If a Party's performance under this Agreement 1s affected by a Force
MaJeure Event, such Party shall give prompt wntten notice of such event to the other Party, statmg
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 m all matenal respects with the measures taken m connection with
such Party's busmess The Parties shall promptly confer, m 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' abihty to perform under this Agreement, the Parties agree
to cooperate m 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 commumcations
hereunder shall be m wntmg and shall be deemed to have been duly given when dehvered (a) m
person, (b) by any national overmght couner or other service prov1dmg evidence of dehvery, or
by registered or certified mail (postage prepaid, return receipt requested), or ( c) by facsimile or e-
mail with a copy dehvered the next busmess day by any overnight courier or other service
prov1dmg evidence of delivery, to the respective Parties at the followmg addresses
To ParkMobile
01203 0006/707998 I EQG
ParkMob1le, LLC
1100 Spnng Street NW, Smte 200
Atlanta, Georgia 30309
-21-
B-22
Attention Jonathan Ziglar
Telephone (404) 818-9036
Facsimile (770) 818-9039
Email legal@ParkMobileglobal com
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention Cory Lmder / Daniel Trautner
Telephone (310) 544-5259 / (310) 544-5264
Facsimile (310) 544-5291
Email CoryL@rpvca gov / DarnelT@rpvca gov
or to such other address (or fax number, 1f applicable) as the Party to whom notice 1s given may have
previously furmshed to the other m wntmg m 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 herem, the Parties are
mdependent contractors under this Agreement, which shall not be construed to create any
employment relationship, partnership, JOmt venture, or franchisor-franchisee or agency
relationship, or to authorize any Party to enter mto any commitment or agreement bmdmg on the
other Party except as expressly stated herem The Parties have no authority to make statements,
warranties, or representations or to create any habihties on behalf of the other
8 4 Entire Agreement This Agreement and the documents and Schedules referred to
herem contam the complete agreement between the Parties hereto and supersede any prior
understandmgs, agreements or representations by or between the Parties, written or oral, with
respect to the subJect matter hereof
8 5 Amendment and Waiver The Parties hereto may not amend or modify this
Agreement or waive any provision, default or breach hereunder, except as may be agreed upon m
a written mstrument executed by both Parties
8 6 Successors and Assigns This Agreement and all of the provisions hereof shall be
bmdmg upon and mure to the benefit of the Parties and their respective successors and permitted
assigns Neither this Agreement nor any of the rights, mterests or obligations hereunder may be
assigned or delegated by City without the prior wntten consent of ParkMobile ParkMobile may
assign its nghts, mterests or obligations under this Agreement without the consent of City to
(a) any affiliate of ParkMobile,
(b) any lender to ParkMoblle or its affiliates as security for borrowmgs, or
( c) any purchaser of a maJority mterest m or assets of ParkMobile
8 7 Th1rd-Party Beneficiaries The Parties to this Agreement do not mtend this
Agreement to benefit or create any right or cause of action m or on behalf of any person or entity
other than Park.Mobile and City
01203 0006/707998 I EQG -22-
B-23
8 8 Severab1hty Whenever possible, each provision of this Agreement shall be
mterpreted 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 prov1s1on shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remamder of such prov1S1on or the remaining provisions of this Agreement
8 9 Govermng 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 confhct
of law provision or rule that would cause the application of the laws of any other JUnsd1ction
8.10 No Stnct Construction, Headmgs 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 stnct construction shall be applied agamst any Party The headmgs used in this Agreement are
for reference purposes only and shall not affect m any way the meanmg or interpretat10n of this
Agreement
8 11 Counterparts, Dehvery This Agreement may be executed in any number of
counterparts, each of which shall be deemed an onginal, but all of which together shall constitute
one and the same mstrument The Parties agree that this Agreement may be executed and delivered
by facsimile or other electronic transm1ss1on
8 12 Survival The Parties' obligat10ns under the following Agreement provisions will
survive the expiration or terminat10n 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 mtended to survive the Agreement
8 13 Attachments The followmg Schedules are attached hereto and incorporated
herem
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
01203 0006/707998 I EQG
Mobile Payment, Reservat10n and On-Demand
Park.mg Services
Reservat10n Parkmg Fees
Schedule of Performance
Service Levels
City Electronic Funds Authorization Form
[ signatures on next page]
-23-
B-24
IN WITNESS WHEREOF, the parties hereto helve e,ecuted this .\greement on the date and vear
first-above wnnen
ATTEST
APPROVED AS TO FORM
ALESHIRE & WYNDER LLP
Willidm W Wvnder City Attorney
01203 0)()6/7079Q°' I fQG
CITY
Cl I Y OF RANCHO PALOS VERDES a
municipal corporation
PARKMOBILE
PAR"-.MOBILE LLC a Delaware limned l1abil1tv
companv
Bv~ Name~
Tnle General Counsel
Address 1100 Spring St NW Suite 200 Atlanta
GA 30"' 9
~IM=l~tRe,aP4:Hfttlieeeer C F ~€\Je~ur; OFF jcER
Address 1100 Spring St NW Sune 200 Atlanta
GA 30309
-24-
B-25
SCHEDULE 1
MOBILE PAYMENT, RESERVATION AND ON-DEMAND PARKING SERVICES
ParkMob1le will offer reservation and on-demand Parkmob1le Services to enable residents and
non-residents (rate dependent on ehg1b1hty) to obtam a parkmg permiss10n for parkmg spaces
identified by City, by mitiatmg a parkmg transaction usmg ParkMobile's Platform ParkMob1le
charges certam Fees m connection with reservation and on-demand ParkMobile Services as
shown m Schedule 2
ParkMob1le shall make parkmg space mventory available for reservation and on-demand
ParkMobile Services through the Platform and shall market and advertise such availability
City shall specify to ParkMobile m wntmg the number of parkmg spaces, correspondmg
reservat10n or parkmg penods, and parkmg rates, which and may be altered by City at any time
by prov1dmg wntten notice to ParkMobile ParkMobile shall provide the City with preventative
mamtenance, corrective mamtenance, adaptive mamtenance, and onlme, on-site, and telephone
support with respect to the ParkMobile Services as stated w1thm this Agreement and Schedule
4 ParkMob1le shall use reasonable efforts to perform mamtenance outside of the City's
busmess hours lf mamtenance dunng the City's busmess hours is reqmred, ParkMobile shall
provide the City with at least twenty-four (24) hours advance notice of such mamtenance,
unless circumstances are such that immediate mamtenance by ParkMobile is reqmred
City shall notify ParkMob1le m wntmg of the areas selected for reservation parkmg and/or on-
demand parkmg City's selection ofreservation parkmg and/or on-demand parkmg 1s solely m
City's discretion City may change its selection at any time by providmg wntten notice to
ParkMobile
2 ParkMobile accepts several electromc payment methods from Users m connection with
Parkmg Services
a ParkMobile accepts traditional credit card payments from Visa, MasterCard, Discover, and
Amencan Express (collectively, "Trad1honal Payment Methods")
ParkMobile is the Merchant of Record ("MOR") and passes real time authonzed
debit/credit card transactions daily m batch format to ParkMobile's payment processor,
subsequently funded directly mto a ParkMobile-controlled escrow account ParkMobile
pays City the Net Parkmg Revenues m accordance with ParkMob1le's standard settlement
procedures
b ParkMobile also accepts "Emerging Payment Methods" Emergmg 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 md1v1dual payment preferences
Examples of Emergmg Payments Methods mclude PayPal, ParkMob1le's Stored Value
Wallet, Andr01d Pay, Samsung Pay, ACH, MasterPass, ApplePay, and Visa checkout
01203 0006/707998 I EQG -25-
B-26
ParkMobile will collect the Total Pnce for each Emergmg Payment Method Transaction
and pay City the Emergmg Net Parkmg Revenue m accordance with ParkMob1le's standard
settlement procedures
3 Fees to be paid are detailed m Schedule 2
4 Users may begm and, 1f applicable, end a park.mg Transaction ma variety of ways (I) v1s1ting
www ParkMobile 10, (2) calling ParkMobile's IVR System, or (3) usmg the Application In
order to register with ParkMob1le and begm a parkmg session, Users simply provide
ParkMoblie with the mformat10n requ1red by ParkMob1le to create an account, mcludmg
payment method mformatlon and license plate number Credit card mformatlon 1s stored m a
secure, PCI Level 1 compliant environment Thereafter, subsequent parkmg sessions only
reqmre the User to enter or select the applicable parkmg duration available for the applicable
location
5 The parkmg zone code of the City parkmg areas ("City Parkmg Areas") are md1cated on
parkmg signs or on parkmg meters Enforcers of the City check the validity of parkmg status
real time agamst the ParkMob1le database via a web service offermg, provided as part of the
ParkMob1le Services, to determine 1f a valid parking nght exists This mformation can be
accessed by usmg a handheld termmal, tablet, mobile phone or other mobile device
6 ParkMob1le does not provide or pay for City's use of handheld termmals, tablet, mobile phone
or other mobile device for enforcement, or any data plans or other items needed for
commumcat10n between such items and the ParkMoblie Services
7 At their option, Users will receive parkmg alert services from ParkMoblie via SMS,
Application push notification, email or another available communications channel The User
may be notified, for example, when parked for an extended penod of time or when the
maximum parking time nears exp1rat1on
8 Users can use Parkmg Services anywhere the ParkMob!le Services are available
9 All parkmg charges are automatically charged to the User's payment method, and Users have
real time access to an onlme account-based personal page accessible from www ParkMob1le 10
to access and print parkmg history, receipts and statements
10 ParkMoblie will be responsible for the cost of standard s1gnage and stickers for the 1mtial
deployment and any subsequent expansions of City's use of the Services City will be
01203 0006/707998 I EQG -26-
B-27
responsible for all installation of s1gnage and stickers and any related costs, and for the cost of
custom s1gnage and its mstallat10n
11 ParkMob1le will be responsible for the cost for initial standard stickers City will be responsible
for all mstallat1on of stickers and any related costs
12 The cost of the marketing included in ParkMob1le's standard marketing program will be borne
by ParkMob1le
13 At the request of City and upon the wntten agreement of the Parties, ParkMob1le may provide
the followmg development activities and additional services for a fee(s) to be determined by
ParkMob1le
Customized Reporting
11 Integrat10n to City requested thud-parties (for whom City will be fully responsible)
m Citation or Enforcement Support
1v Replacement S1gnage or Stickers
v Additional Training
14 ParkMobile shall mstall and validate proper functionality of C1v1cSmart vehicle detect10n
sensors in each 1dent1fied parkmg space in the Crenshaw Boulevard and Del Cerro Parkmg
Program to detect vehicle occupancy, inform pohcy dec1s10ns, and feed occupancy informat10n
in the ParkMobile application and Gmdance Map on the City's website to show motonsts
where they can fmd available parkmg spaces ParkMob1le shall also provide C1v1cSmart
Drrected Enforcement to alert and gmde parking enforcement personnel to vehicles in
v10lation ParkMobile shall perform any necessary maintenance and repairs to the vehicle
detection sensors, and ParkMobile shall be responsible for the costs of said mamtenance and
reparrs
15 ParkMobile shall provide C1v1cSmart's Parkmg Enterpnse Management System ("PEMS")
backend management system which will provide the City with comprehensive reportmg,
ongoing management functionality, diagnostic services, and the ab1hty to remotely manage,
access, and modify meter programrmng ParkMob1le shall provide City with access to the
ParkMob1le 360 Admm1strative Portal ParkMob1le shall provide the City with the following
mformat1on with respect to the Services
Umque Transaction ID
11 Transaction Date/Time
m Parking Session Start Date/T1me
1v Parkmg Sess10n End Date/Time
01203 0006/707998 I EQG -27-
B-28
v Total Pnce Charged to End User
vi Pnce Breakdown (where applicable) mcludmg (1) Parkmg Fee, (2) Service Fee, (3)
Discount Amount, and (4) Total Fee
vu Payment Method
16 ParkMobile shall provide customer service and support through a toll-free phone number m
connection with the ParkMobile Services for Users who experience problems or have
questions
17 ParkMobile will utilize the followmg personnel, mcludmg persons to whom they may delegate
responsibilities, to accomplish the ParkMob1le Services
Garrett Snook, Director of lmplementat10ns
u Knsten Locke, CAPP, Semor Regional Sales Manager
m David Holler (On-Street ProJect Executive), Vice-President Sales
iv David Hoyt (Executive Sponsor), Semor Vice-President Sales
v Donnie Senterfitt, Field Marketmg Manager
The above-persons may be replaced by ParkMobile at its sole d1scret10n due to normal and regular
human resource procedures ParkMob1le will notify the City followmg any such change
01203 0006/707998 I EQG -28-
B-29
SCHEDULE 2
RESERVATION PARKING FEES
I Fees To Be Paid By City to ParkMoblle for the Crenshaw Boulevard and Del Cerro
Parkmg Program
A Items 1 1 -3 4 shall be mvo1ced by ParkMob1le to City m a smgle mv01ce at the
time ParkMobile receives City's Notice to Proceed These are one-t1me Fees
Number Item Quantities Umt Cost Sub-Total
1 1 Vehicle Detection Sensors 70 $125 $8,750
2 1 Gateway for Subterranean 4 $400 $1,600 Mounted Vehicle Sensors
22 Directed Enforcement App 1 Included Included
23 Mamtenance App 1 Included Included
3 1 Mamtenance 5 Years Included Included
32 Back Office Configuration 1 $3,000 $3,000
33 Sensor Installation 70 $25 $1,750
34 Gateway Installation 4 $100 $400
4 1 Freight Charges *To Be
Determmed
TOTAL $15,500
(not mcludmg
freight charges)
*Freight charges are not determmed by C1tySmart until after the Agreement 1s fully-
executed C1tySmart will mv01ce ParkMob1le for the freight charges, whereupon
ParkMob1le will then mvo1ce City for the same amount
01203 0006/707998 I EQG -29-
B-30
B Items 5 1 -5 3 shall be mvo1ced by ParkMobtle to City on a monthly basts for the
Term of the Agreement pursuant to Sect10n 3 of the Agreement
Monthly Wireless Fee for 70 $ 3 00 per
5 1 sensor/per $2,520 Vehicle Detection Sensors (12 months) month
Monthly Fee for Gateway 4 $ 6 00 per
52 gateway/per $288 (per sensor/per month) (12 months) month
Monthly Fee for Reservation 1 $500 per 53 $6,000 Platform (12 months) month
TOTAL $776 $8,808
II Reservation Transaction Fees
A Reservat10n Transact10n Fees for the Crenshaw Blvd and Del Cerro Parkmg Program
ParkMobile as Merchant of Record
Processmg Fees Per Transaction (Paid by City) 3%+$015
Parlang Reservation Service Per Transaction
for Zero Dollar parkmg reservations (paid by
City) and Prepaid parkmg reservations (Paid
by User) $0 35
B City shall complete and provide to ParkMobile the "Chent Electromc
Funds Authonzatlon Form", attached as Schedule 5
01203 0006/707998 I EQG -30-
B-31
SCHEDULE 3
SCHEDULE OF PERFORMANCE
I ParkMobile shall perform all work withm seventy (70) calendar days followmg 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 m accordance with the followmg schedule
Days to Perform Deadlme Date
A Plannmg 15 Days 3 Weeks after
issuance of NTP
B. Pre-Installataon 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 I EQG -31-
B-32
SCHEDULE4
SERVICE LEVELS
Operation, Management and Mamtenance of the ParkMobde Services ParkMobtle uses
commercially reasonable efforts to perform mamtenance on the ParkMobtle Services outside
of City's busmess hours However, circumstances may reqmre mamtenance durmg busmess
hours and m such situations, ParkMobile will endeavor to provide City at least twenty-four
(24) hours advance notice of such mamtenance although such notice may not be possible for
emergency mamtenance ParkMobile makes a daily backup of ParkMobile Services data which
data ParkMobile retams for up to three (3) months
2 Errors and Interruptions When an error or mterruption occurs m the ParkMobile Services,
whichever Party identifies the error or mterruptton promptly will mform the other Party
ParkMobile will confirm its receipt of any City notification m wntmg which may be by email
ParkMobile will work diligently to identify and resolve the error or mterruptton If City and
ParkMobile disagree regardmg whether an error or mterrupt10n has occurred or been resolved,
City and ParkMobile shall discuss m good faith and attempt to reach a mutual resolution of the
issue Any time spent by ParkMobile to restore and support errors or mterruptions caused by
City or City personnel and not attnbutable to ParkMobile will be charged to City at the hourly
rate of$180
3 Credentials ParkMobtle shall provide City with usemames and passwords to access the
ParkMobile Services City agrees to protect the confidenttahty of such usemames and
passwords and shall be hable for all activity under such accounts City shall ensure that only
authorized City personnel are issued and use the ParkMobile usemames and passwords and
that such user names and passwords are not shared An up-to-date hst of all such authonzed
personnel must be kept by City City must notify ParkMobile by e-mail to termmate access of
any such authonzed personnel whose engagement or employment with City is termmated or
who no longer cames out tasks m connection with the ParkMobile Services for which access
to the ParkMobile Services is necessary
4 Reports Each month ParkMobile shall provide the followmg mformat1on to City
a Umque Transaction ID
b Transaction Date/Time
c Parkmg Session Start Date/Time
d Parkmg Session End Date/Time
e Total Pnce Charged to User
f Pnce Breakdown (where applicable)
Parkmg Fee
0 I 203 0006/707998 I EQG -32-
B-33
11 Service Fee
111 Discount Amount
iv Total Paid
g Payment Method
01203 0006/707998 I EQG -33-
B-34
SCHEDULE 5
CITY ELECTRONIC FUNDS AUTHORIZATION FORM
This form authorizes Parkmobile, LLC, to make payment to a busmess electrorucally All payments will be
paid m the account designated by the vmded check or bank letter attached to this form It 1s the respons1b1hty
of City to notify Parkmob1le, LLC, of any changes pertment to electromc payments, such as changes m
bankmg mformat1on or email address
PAYEE/CITY INFORMATION
CITY NAME
ADDRESS
CONT ACT PERSON
TELEPHONE NUMBER
PRIMARY FINANCE CONTACT EMAIL
SECONDARY FINANCE CONT ACT EMAIL
SIGNATURE & TITLE OF AUTHORIZED OFFICIAL
FINANCIAL INSTITUTION INFORMATION
BANK NAME
ADDRESS
CONT ACT 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 I EQG -34-
B-35
This form authonzes Parkmob1le, LLC, to send credit entnes and appropnate debit and adjustment entries
electromcally or by any other commercially accepted method to the account md1cated above and to other
accounts specified by City m the future (collectively, the "Account") This form authonzes the financial
mstltut10n holding the Account to post all such entnes This authonzatlon will be m effect until ParkMob1le
receives a wntten termmat10n notice from City and has a reasonable opportumty to act on 1t
71282846 I
12322 0020
01203 0006/707998 I EQG -35-
AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and PARKMOBILE LLC, a Delaware limited
liability company (“Consultant”) is effective as of January 1, 2023.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking
services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the
“Services”) for one year, for a Contract Sum of $24,308, which included equipment installation
costs.
B.On April 20, 2022 City and Consultant amended the Agreement to extend the term
until December 31, 2022 for additional compensation of $5,872 (“Amendment No. 1”).
C.City and Consultant now desire to extend the term until December 31, 2023, for
additional compensation of $8,808, bringing the total Contract Sum to $38,988.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
Section 3.2, Contract Sum, is amended to read:
“Contract Sum. Subject to any limitations set forth in this Agreement, City
agrees to pay Consultant the amounts specified in the “Schedule 2” and
incorporated herein by this reference. The compensation, including
reimbursement for actual expenses, pursuant to Schedule 2, Section I., shall
not exceed $30,180 (Thirty Thousand One Hundred Eighty Dollars)
$38,988 (Thirty Eight Thousand Nine Hundred Eighty Eight Dollars)
plus freight charges (the “Contract Sum”), unless additional compensation
is approved pursuant to Section 1.9. In the interest of clarity, the Contract
Sum does not include Reservation Transaction Fees stated in Schedule 2,
Section II.”
Section 4.1, Term, is amended to read:
“The initial term of this Agreement shall commence as of the Effective Date
and end one (1) year from the Effective Date (the “Initial Term”). The
Parties may agree to renew or extend the Term of this Agreement upon
terms that are mutually agreeable to the Parties. The date on which this
Agreement is terminated or expires as provided herein is called the
“Termination Date,” and the period from the Effective Date through the
Termination Date is herein called the “Term”.
C-1
The Term is hereby extended through December 31, 2022 2023.
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 2,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment Nos. 1 and 2 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5.Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
C-2
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on
the dates set forth below, with express intent that this Amendment No. 2 shall be effective as of
January 1, 2023.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Barbara Ferraro, Mayor
Date:_________________, 2023
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
PARKMOBILE LLC, a Delaware limited
liability company
By: ________________________________
Name: Tony Stewart
Title: General Counsel & Secretary
By: ________________________________
Name: Jeff Perkins
Title: Chief Executive Officer
Date:___________________, 2023
Address: 1100 Spring Street NW, Suite 200
Atlanta, GA 30309
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
C-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
C-4
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
C-5
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