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� eFti. 9 lV s AGENDA STAFF REPORT c44�FORN� = • P ' DATE: August 8, 2016 TO: Honorable Mayor and City Council THRU: Jill Ingram, City Manager FROM: Joe Stilinovich, Chief of Police SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR THE EQUIPMENT, TECHNOLOGIES AND SERVICES TO REPLACE PARKING PAYMENT EQUIPMENT IN THE BEACH LOTS AND DOWNTOWN LOTS SUMMARY OF REQUEST: That the City Council: 1. Adopt Resolution No. 6676 approving a professional services and equipment purchase agreement with Parkeon, Inc. not to exceed $131,500 for providing parking payment machines equipment, technologies, and services to replace existing parking payment machines and parking meters in the beach lots and downtown parking lots; and 2. Approve Budget Amendment 17-02-02 to allocate $131,500 in account number 045-333-44000, ST1207, for the agreement with Parkeon, Inc. BACKGROUND: The City currently has aged parking payment machines in the beach lots and even older parking meter equipment in the downtown lots. Equipment provided in these lots have deteriorated to the point that maintenance and upkeep of the equipment is costly. Payment and management strategies do not allow the City to obtain cost effective payment solutions, which contributes to the misuse of parking and significantly limits services to users. The downtown lots only accept coins and require maintenance and collection services with the City of Long Beach to support the City. The beach lots require a third party to maintain and service the equipment, collect the coins and currency and process payments for credit card services. Agenda Item D Page 2 Parkeon equipment proposed for this replacement provides payment machines, which will be license plate based and therefore eliminate relocation of vehicles to avoid time-limit restrictions and transference from one parking patron to another as parkers are leaving lots and new parkers are arriving. Parkeon equipment will be based on credit card payment only, which will eliminate the requirement for users to maintain coins or currency for payment. Use of the Parkeon machines will reduce costs for repairs (most jams are the result of coins/currency payments) and will eliminate the need for third party providers to support the City with collection and maintenance services in part or in whole. Further, these machines, when coupled with the NuPark system, will allow parking patrons to pay citations if received directly at the Parkeon pay stations, and will allow patrons to pay or add time/payment via their smart phone if desired. Parkeon payment machines will also allow patrons to utilize smart phones to search and obtain lot location, general parking information, payment fees, and available spaces prior to arrival at the City. Finally, Parkeon pay stations are designed to complement and communicate with the NuPark system allowing parking enforcement staff to view information about payments, non-payments and expired time limits from parking enforcement hand held machines and License Plate Recognition (LPR) enforcement equipment mounted on enforcement vehicles, which will significantly improve enforcement efficiency. The Parkeon equipment pricing is constructed on contract pricing based on the City of Miami's procurement efforts and contract pricing. The pricing for these machines through this contract have been found to be the most competitive priced machines in the country, even exceeding recent procurement pricing undertaken and often used through the City of Sacramento's purchase of parking payment machines. Furthermore, the City of Miami's contract allows other nationwide agencies to use their procurement processes and pricing of the Parkeon equipment, and Seal Beach Municipal Code Section 3.20.025 provides that purchases based on the procurement efforts of another governmental entity on the same price, terms and specifications are exempt from the City's procurement processes. Based upon the parking management needs for Seal Beach, the Parkeon payment equipment system has been selected as the vendor to provide the comprehensive technology system that will support the needs of the City in providing equipment for City parking lots and beach lots. Once implemented, this system will replace third party services provided by multiple vendors, currently estimated at $260,600 annually, which in totality reduces the overall costs of managing the beach and downtown lots. Page 3 ENVIRONMENTAL IMPACT: The services provided by this agreement are exempt from the California Environmental Quality Act ("CEQA") and CEQA Guidelines Sections 15301, 15305, and/or 15331, because it provides services to replace existing services and will not cause any physical change or adverse impact on the environment; and pursuant to CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the services will have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has approved the professional services agreement and proposed resolution as to form. FINANCIAL IMPACT: The proposed professional services and equipment purchase agreement price will not exceed $131,500. Funds in the amount of $131,500 have been included in account ST1207 Capital Budget for equipment purchase in the FY 2016-2017 Budget. The funds below are being requested through a budget amendment. Description Account Revised/Adopted Proposed Budget Budget Budget (diff) Amendment Contract 045-333- $ $ $ Professional 44000 12,139,800 12,271,300 131,500 Transfer In 045-000- $ $ $ 31500 12,139,800 12,271,300 131,500 Transfer Out 001-080- $ $ $ 47000 8,896,200 9,027,700 131,500 Page 4 RECOMMENDATION: That the City Council: 1. Adopt Resolution No. 6676 approving a professional services and equipment purchase agreement with Parkeon, Inc. not to exceed $131,500 for providing parking payment machines equipment, technologies, and services to replace existing parking payment machines and parking meters in the beach lots and downtown parking lots; and 2. Approve Budget Amendment 17-02-02 to allocate $131,500 in account number 045-333-44000, ST1207, for the agreement with Parkeon, Inc. SUBMITTED BY: NOTED AND APPROVED: AII1 _tv Lit oe Stil ovich J147 Ingram •.ef • Police City Manager Attachments: A. Professional Services and Equipment Purchase Agreement B. Professional Services Agreement Exhibit A C. Professional Services Agreement Exhibit B D. Resolution No. 6676 PROFESSIONAL SERVICES AND EQUIPMENT PURCHASE AGREEMENT Between S EAL + .='�O 4TF --N RPO �,,0►+i SC)/\� i*= *•• iO; Q$• 0,1; •,ems '+ C e ' -- ate: `1,,uUNTy, �_•• City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Parkeon, Inc. 40 Twosome Drive, Unit 7 Moorestown, NJ 08057 This Professional Services and Equipment Purchase Agreement ("the Agreement") is made as of July 25, 2016 (the "Effective Date"), by and between Parkeon, Inc. ("Professional Services Provider"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires to obtain certain professional services and equipment that is proprietary or licensed to Professional Services Provider. B. Professional Services Provider represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Professional Services Provider shall provide those services and provide the equipment set forth in the attached Exhibit A ("Services"), which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Professional Services Provider shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Professional Services Provider shall comply with all applicable provisions of federal, state, and local law. 1.4. Professional Services Provider will not be compensated for any work performed not specified in Exhibit A unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of three years, with two additional 1 year extensions on the same terms possible at the City's sole discretion for a total of five (5) years unless previously terminated as provided by this Agreement. City shall give Professional Services Provider written notice of City's intent to extend this Agreement not less than ninety (90) days prior to the end of the original, or extended, Term as applicable. July, 2016 3.0 Professional Services Provider's Compensation City will pay Professional Services Provider in accordance with the rates shown on the fee schedule set forth in Exhibit B for Services, in a total amount for services and equipment not to exceed $71,600. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B. 4.0 Method of Payment 4.1. Professional Services Provider shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Professional Services Provider within 30 days of receiving Professional Services Provider invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Professional Services Provider. 4.2. Upon 24-hour notice from City, Professional Services Provider shall allow City or City's agents or representatives to inspect at Professional Service Provider's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Professional Services Provider in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Professional Services Provider based on reasonable cause, upon giving the other party written notice thereof not less than 60 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Professional Services Provider, if Professional Services Provider fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. July, 2016 6.0 Party Representatives 6.1. The City Manager, or her designee, is the City's representative for purposes of this Agreement. 6.2. Parkeon, Inc. is the Professional Services Provider primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740-6379 Attn: City Manager To Vendor: Parkeon, Inc. President, NAM 40 Twosome Drive, Unit 7 Moorestown, NJ 08057 Local Contact: Lauri Keller Vice President of Sales, West Coast 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Professional Services Provider is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Professional Services Provider or under its supervision. Professional Services Provider will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Professional Services Provider shall also not be employees of City and shall at all times be under Professional Service Provider's exclusive direction and control. Professional Services Provider shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Professional Services Provider shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security July, 2016 taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Professional Services Provider shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Professional Services Provider's personnel practices. City shall have the right to offset against the amount of any fees due to Professional Services Provider under this Agreement any amount due to City from Professional Services Provider as a result of Professional Services Provider's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Professional Services Provider is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Professional Services Provider shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Professional Service Provider shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Professional Services Provider shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Professional Services Provider shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in July, 2016 California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Professional Services Provider shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Professional Service Provider's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Professional Service Provider's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Professional Services Provider or for which the Professional Services Provider is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Professional Services Provider guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such July, 2016 deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Professional Services Provider shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Professional Services Provider shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Professional Services Provider its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Professional Services Provider shall defend Indemnitees, at Professional Service Provider's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Professional Services Provider shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Professional Service Provider's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Professional Services Provider, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Professional Services Provider affirmatively represents that it is an equal opportunity employer. Professional Services Provider shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Professional Services Provider certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to July, 2016 undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, and venue for any dispute arising hereunder shall be in the applicable state court in Orange County, California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Professional Services Provider covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Professional Services Provider further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Professional Services Provider shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Professional Services Provider shall not accept any employment or representation during the term of this Agreement which is or may likely make Professional Services Provider "financially interested" (as July, 2016 provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Professional Services Provider has been retained. 20.2. Professional Services Provider further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Professional Services Provider, to solicit or obtain this Agreement. Nor has Professional Services Provider paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Professional Services Provider, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Professional Services Provider hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Professional Services Provider warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Professional Services Provider, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Professional Services Provider shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Professional Services Provider warrants that he or she is duly authorized to execute this Agreement on July, 2016 behalf of said Party and that by his or her execution, the Professional Services Provider is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Parkeon, INC. By: By: Benoit Reliquet Jill R. Ingram, City Manager Name: President, NAM Attest: Its: By: By: Robin Roberts, City Clerk Name: Approved as to Form Its: By. - Craig A. Steele, City Attorney July, 2016 _...(-.) PPRKEDfl Exhibit C MIAMI PARKING AUTHORITY PARKEON Services and Level II Support Agreement Y-ar ,-,,,,--;",,,,ft t z•J J ', � Y p h i,r� F '1.4r'''' '''- y.tR� .. ,It b`J•, Alt'r . t:,r e 1¢ a,ra#a x L vt y e- r }, ��L r[.m1:i.'�,,.i.�.a, �.ij,Su°.!�, �s�5.:�::Lr�.vv,E . F...,.1., t��.....'Ln....i:..�I '2 _ ','',.4,1V4 f • �Ir i Y tt' ,,ti x jFt J }�tl ct},,? E 1 F f e r��ikl�fS��� s t 4 r' t 4 i!`� f �`'N j ..3 PARIGEOr'1 Revision History 01 08125/2014 L. DEPERROIS Initial revision Reference document MPACONNECTIVITY AND_SERVICES_AGREEMENT_V1 0.docx ,Page 2 of 4?_ 44; fGREEA1E14T Tc MrLA1E- PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof f=1RRKEOn ?_..�-.. Page MpA_CONl2EC71VITY ANO Pa 3 of 42 SERViCES_AGREEMENT_V7 O.docx '; AGREEMFN.IT 1u.WIATE VP, .. , PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PraRace otn r..r .,= 4— :-,m�,^rrn>,rire�.7?•-�r^�,o-;,.^F-c±,o.,..;rgTr*:y""'.+'.#'� .... li.,,_,� stP.7,^•y ,"5s;n',"!7 +wn „r,.,'.'`T s 4? F ti -; eµ is n xF/ . IN ifs a .# r . f �' IVE- sY L 1 s 4P- e, �"r 'k 4d)ii�i {�-� y2r #`v,. � ? �� r K - e �i 1'.�-�.t,[I r`��` _ , '` .+-'1. �1 M_ �s� y v .� `fit � "s,,fit .�EJip 1 i i 1f`c S 1. PARTIES TO AGREEMENT I PERIOD OF PERFORMANCE 5 2. SCOPE OF SERVICES TO BE PERFORMED BY PARKEON 6 3. PAYMENT TERMS 7 4. GENERAL TERMS AND CONDITIONS 8 4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT 8 4.2. CUSTOMER PARTICIPATION 8 4.3. ADDITIONAL WORK 9 4.4. FEES-INVOICING AND PAYMENT OBLIGATIONS '10 4.5. TERMINATION 11 4.6. INTELLECTUAL PROPERTY 12 4.7. PROPRIETARY AND CONFIDENTIAL INFORMATION 13 4.8. LIABILITY AND WARRANTY 14 4.9. EXTENSION OF TIME FOR FORCE MAJEURE 16 4.10. GOVERNING LAW AND JURISDICTION 16 4,11. CONTRACT DOCUMENTS 16 4.12. NOTICES 17 4.13, GENERAL 18 MPA CONNEC TIVITY_1ND_SERVICES_AGREEMENT_V1 O,docx r Page9of<42; .AGRi:EtsEWT T£h4P LATC=[1CR - �$�.x PARKEON INC..40 TWOSOME DRIVE•UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document PARKEON written consent required prior to release of any part hereof pra ra rr ac o In am,F;i?"j x`;'•?_°' c'.F..ry':'r"'7T'�Fs'?Z!'?:. ,�Y{ta.'�!-�.>f..L.:.fi+.< t:k, 'i.?;+�°'S,`;" .;43 1. PARTIES TO AGREEMENT/ PERIOD OF PERFORMANCE 1.1 This Agreement, dated as of August 25th 2014, is made by and between PARKEON Inc. ("Parkeon") a corporation organized and existing under the laws of the State of Delaware, having an office at 40 Twosome Drive, Suite 7, Moorestown, NJ 08057, USA and MIAMI PARKING AUTHORITY ("MPA" or "Customer"). (Individually referred to as the"Party", collectively to as the"Parties".) 1.2 Parkeon is to provide the services listed below to the Customer upon the terms and conditions stated herein commencing October, 131 2014 for an initial period of twelve(12) months (the"Initial Period'). At the end of the Initial Period, the Agreement shall be automatically renewed for the following twelve (12) month period (the "Automatic Renewal Period") upon the same terms and conditions unless (i) one Party gives written notice of non-renewal to the other party or(ii) Parkeon advises Customer of a price increase, at least sixty (60)calendar days prior to the end of the Initial Period. 1.3 After the Initial Period of the agreement, each Renewal Period may be subject to a cost increase. Fees will be increased proportionate to the current CPI and market costs for communications on the renewal date of this Agreement. 1.4 Failure of,the Parties to agree to new pricing within sixty (60) calendar days prior to the end of the Initial Period and/or any subsequent Renewal Period will entitle Parkeon to terminate the Agreement. MPA CONNECTIVITY_AND_SERVICES_AGREEMENT_Vi 0.docx Page 5 of 42 AGREE15EISr_TEAVPIATE V16- - PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release or any part hereof ■f I ice O�I 3; 2. SCOPE OF SERVICES TO BE PERFORMED BY PARKEON The following services(the"Services")will be provided by Parkeon under this Agreement SERVICE LIST PRICE TERMINALS PER MONTH ® Pay-By-Plate Work Spaces • Action required • Terminal Out-of-Order • Communications Problems • Maintenance Performed • Consumables • Cash Collections • Cash-In-Terminals • Parking Activity • Ticket Sales Analysis • Transactions by Payment STRADA TRANSFER $39,00 Number of units: 300 ® Pay-By-Plate per machine • Enforcement web site • Enforcement ® Standard Work Spaces • Maintenance • Collections • Transactions • Control ®Customer Telephone Support ®Software Customization STRADA TRANSFER Tariff Editor Included Number of units: 300 • Download module MPA CONNEC'FIVITY_AND_SERVICES_AGREEMENT_V1 0.docx Page 6 of l2 - A[;REEML- 11EMFLkTE-VO6 ' PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof (, •raQaceon ■■ - Mr.: F'IT"n ., 727N •x•. ,.• •••• a. •,. !• CLOUD BASED SERVICES LIST PRICE TERMINALS PER MONTH ❑Validation codes End user STRADA TRANSFER Notification 1 Extend by Text convenience fee Number of units:300 apply ❑ CBORD OTHER SERVICES LIST PRICE TERMINALS PER MONTH ❑Whoosh (Refer to Appendix D if elected by Customer) 3. PAYMENT TERMS'.' - Q Monthly billing Q 30 Day Payment Terms from receipt of invoice �2 MPA Page7of .CONNECTIVITY .ND_SERVICES_AGREfMENT_V1 O,docx AGREEMENT'IEMPL.niO-Vlb' _ - ,. PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document PARKEON written consent required prior to release of any part hereof �aa PIGa1=Ztaceon ��;•—. . -. , .,. . max�w-�-..--•.,;.,_. :,�. :: ., -7^, r .,,x;� _,f ,..,.,;.,sr!rs-._: _.- . _ -. ._,.. s 4. GENERAL TERMS AND CONDITIONS 4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT 4.1.1 Parkeon will provide Level I I Remote Technical Support when Customer consistent with Level I training and diagnosis/Service materials is not able to adequately service the Multi-space meters, 4.1.2 Parkeon will provide the Services with care and skill consistent with applicable industry standards. 4.1.3 Parkeon will maintain a properly staffed Level II Remote Call-in Service operation to assist Customer with the full range of diagnostics and repairs activities. Support will be available during Parkeon's regular business hours(Monday-Friday 8:OOam/8:OOpm EST)excluding holidays. 4.1.4 Parkeon will maintain a log of all Service incidents which will document the service problem, and relevant hardware/network environment as applicable and contact information. This log will be available to Customer upon reasonable request. 4.1.5 Parkeon will take all technical and commercially reasonable measures to provide a resolution within four(4) business hours of receipt of Customer's request for assistance. 4.1.6 Parkeon will escalate back office support requests to Level Ill if,within four(4) business hours,a resolution is not implemented. 4.1.7 Parkeon will convene regular Service review meetings with Customer to review Service history. 4.1.8 Parkeon will guard and maintain the confidentiality of all, logins, passwords and personal identification provided in connection with the Services against unauthorized use of the Services. 4.1.9 Parkeon will be entitled to subcontract in part or whole performance of the Services to be provided under this Agreement with prior written consent of Customer, such written consent not being unreasonably withheld. 4.2. CUSTOMER PARTICIPATION 4.2.1 Customer is responsible for Level I Technical Service and maintenance for all machines as specified in Appendix C. 4.2.2 Prior to requesting Level II support services, Customer will have attempted to service the Multi-space meters, consistent with Level I training and diagnosis/Service materials and encountered issues that it cannot resolve. 4.2.3 Customer will submit all requests into Parkeon's Technical Support using the contact method specified in Appendix A and provide all necessary information to permit Parkeon to perform the required services. Customer will update Parkeon in writing of any changes to such information (especially any change of address) and be available to work with the Parkeon's support resource assigned to the support request. MPA_CONNECTIVITY_AND...SERVICES_AGREEMENT_VI 0.docx Page 8 of 42 t: AGREEMENT TEOPLAIE-VOG PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof oar-t Enn 4. GENERAL TERMS AND CONDITIONS . 4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT 4.1.1 Parkeon will provide Level I I Remote Technical Support when Customer consistent with Level I training and diagnosis/Service materials is not able to adequately service the Multi-space meters, 4.1.2 Parkeon will provide the Services with care and skill consistent with applicable industry standards. 4.1.3 Parkeon will maintain a properly staffed Level II Remote Call-in Service operation to assist Customer with the full range of diagnostics and repairs activities. Support will be available during Parkeon's regular business hours(Monday-Friday 8:OOam/8:OOpm EST)excluding holidays. 4.1.4 Parkeon will maintain a log of all Service incidents which will document the service problem, and relevant hardware/network environment as applicable and contact information. This log will be available to Customer upon reasonable request. 4.1.5 Parkeon will take all technical and commercially reasonable measures to provide a resolution within four(4) business hours of receipt of Customer's request for assistance. 4.1.6 Parkeon will escalate back office support requests to Level Ill if,within four(4) business hours, a resolution is not implemented. 4.1.7 Parkeon will convene regular Service review meetings with Customer to review Service history. 4.1.8 Parkeon will guard and maintain the confidentiality of all, logins, passwords and personal identification provided in connection with the Services against unauthorized use of the Services. 4.1.9 Parkeon will be entitled to subcontract in part or whole performance of the Services to be provided under this Agreement with prior written consent of Customer, such written consent not being unreasonably withheld. 4.2. CUSTOMER PARTICIPATION 4.2.1 Customer is responsible for Level I Technical Service and maintenance for all machines as specified in Appendix C. 4.2.2 Prior to requesting Level II support services, Customer will have attempted to service the Multi-space meters, consistent with Level I training and diagnosis/Service materials and encountered issues that it cannot resolve. 4.2.3 Customer will submit all requests into Parkeon's Technical Support using the contact method specified in Appendix A and provide all necessary information to permit Parkeon to perform the required services. • Customer will update Parkeon in writing of any changes to such information (especially any change of address)and be available to work with the Parkeon's support resource assigned to the support request. MPA_CONNEC TI VITY_AND_SERVICES_AGREEMENT_V1 0.docx Page 8 of 42 ' 'Y AGREE;,SEWT TEPAP.ATL VQG - . PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof , - 6 . MR al>`cE t on ' 4.4. FEES- INVOICING AND PAYMENT OBLIGATIONS In consideration for receiving the Services and/or Additional Work, Customer shall pay to Parkeon the fees as set forth in the Article 2 Scope of Services above or agreed to pursuant to Article 4.3 above, as follows: 4.4.1 Parkeon will invoice the Customer as set forth in Article 3 above which invoice is due and payable within thirty(30)days of receipt. 4.4.2 In the event that there is an increase in the number of units being provided under this Agreement, then a Service charge based on the monthly per machine charge in effect at the time of installation shall be added to Customer's invoice. 4.4.3 Absent prior notification to and approval of the Customer, the total amount payable to Parkeon under this Agreement for the Initial twelve (12) month Period of the Agreement, plus any subsequent Renewal Periods of twelve (12) months, shall not exceed $140,400.00 (one hundred forty thousand four hundred dollars) per twelve month period. This amount will be increased accordingly upon article 4.4.2, This amount is excluding any applicable taxes relating to the base Service provided under the terms of this Agreement. 4.4.4 To the extent that a disagreement arises in connection with the sum due and owing under the Agreement, Customer agrees to pay the undisputed amount of the invoice within the contractual deadline set forth in the 4.4.1 above. 4.4.5 If amounts due and owing Parkeon remain unpaid past the due date, Parkeon shall be entitled to interest of five percent(5.00%)commencing on the due date of the payment. 4.4.6 If amounts due and owing Parkeon remain unpaid for sixty (60) calendar days from the due date, Parkeon shall be entitled to terminate the Agreement with immediate effect by serving written notice to the Customer. MPq CONNECTIVITY_APJD_SERVICES:AGREEMENT_Vi O.docx Page 10 of 42 ,y AGREEl.'E:dT iE,1PLA1E VE6 ... - _f: PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof } Af=1 ge ice co 4.5. TERMINATION 4.5.1 Termination for Non-Appropriation of Funds. This Agreement shall terminate without penalty at such time as appropriated funds are not available to satisfy the obligations of Customer hereunder. The failure of Customer to make an appropriation in any given year shall not be deemed a breach of this Agreement, nor give rise to any cause of action by Parkeon for legal or equitable relief. Customer shall provide Parkeon written notice sixty(60) calendar days prior to such non-appropriation termination and shall pay to Parkeon all sums due and owing under the Agreement as of the date the non-appropriation termination becomes effective. 4.5.2 Termination for Convenience. Notwithstanding any other provision of this Agreement, Customer may terminate this Agreement (in whole or in part) without cause sixty (60) days following delivery of a written Notice of Termination to Parkeon. 4.5.2.1 Upon receipt of a Notice of Termination, and except as otherwise agreed between Parkeon and Customer, Parkeon shall immediately proceed with the following actions: 4.5.2.1.1 Stop work as specified in the Notice 4,5.2.1.2 Place no further orders for materials, services, or facilities,except as necessary to complete any part of the Agreement not subject to termination.. 4,5.2.1.3 Cancel all cancelable orders and terminate all subcontracts to the extent they relate to the Work terminated 4.5.2.1.4 Assign to Customer, and deliver to the work site, any non-cancelable orders for material and equipment that is not capable of use except in the performance of this Agreement. 4.5.2.1.5 Take all reasonable measures to mitigate Customer's liability under this section. 4.5.2.1.6 Complete performance of non-terminated work 4.5.2.2 Upon termination of the Agreement without cause, Customer shall immediately pay Parkeon all amounts due and owing under the Agreement up to the date of termination, all non-cancelable costs for material and equipment that cannot be used other than in connection with this Agreement, and ten (10%) percent of the difference between the Total Agreement Price and all payments due to Parkeon prior to termination of the Agreement. 4.5.3 Other Termination. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may: 4.5.3.1 Terminate the Agreement in the event of a material breach of this Agreement which is not remedied within thirty (30) calendar days of notification to the other Party in writing to remedy such breach which notification will set forth in reasonable detail the nature of the alleged breach; 4.5.3.2 Immediately upon (i) appointment of a receiver or administrator over the other Party or its assets or if the other Party is subject to bankruptcy, liquidation or any analogous proceedings under laws of any competent jurisdiction or (ii)the other Party suspends or ceases, or threatens to suspend or cease, to perform all or a substantial part of its Work under this Agreement; MPA_C ONNECTIVITY_AND_SERVICES_AGREEMENT_V1 D.docx Page 11:of 42. . AGH ELMLIT 7LMI'LAR-VO5'- _ _ . PARKEON INC.,40 TWOSOME DRIVE•UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document PARKEON written consent required prior to release of any part hereof PAIR ice cn g4 „�i ,,mE.s:�'•m.:,Ff:�"iW`.R J'Y`ts�715.c.rT w•x..y.. 6.>e4t+$'-r. r}vT�:.js�:a eaT::3;v:3nrYYS.N�i'-@.a_rfi1 - - ,e. • iiai 4.5.3.3 Upon the occurrence of a Force Majeure event (a circumstance not within the control of the Affected Party) but only if and to the extent that such circumstance despite the exercise of reasonable diligence cannot be prevented, avoided or substantially mitigated by the Party and such circumstance materially and adversely affects that Party's ability to perform its obligations under this Agreement for an uninterrupted period of no less than three (3) months. In such event, the Affected Party shall promptly notified the Other Party of its intention to terminate the Agreement which termination shall have full force and effect three (3) business days after receipt of notice. Neither Party will be liable to the Other Party for damages. 4.5.4 Upon termination of the Agreement by Customer for any reason under 4.5.3, Parkeon shall be paid any amounts owed under the Agreement up to the date of termination. 4.5.5 Parkeon shall not by reason of the termination of this Agreement be liable to Customer or be subject to consequential,incidental, indirect or special damages or for costs associated with substituted performance. 4.6. INTELLECTUAL PROPERTY 4,6.1 Customer agrees that all Intellectual Property Rights, confidential know-how, tools, methods, skills, trade secrets, graphics, logos and trade names used by Parkeon in performing its obligations under this Agreement ("Intellectual Property Rights") are, and will remain, the property of Parkeon (or the third-party who has granted Parkeon the right to use such rights) and nothing in this Agreement or Parkeon's performance under this Agreement will be deemed to transfer to Customer any such Intellectual Property Rights of Parkeon or any third-party. 4.6.2 Customer acknowledges that the name "PARKEON" and any other trademark, brand name, trade name and logotype associated with the Products or services of Parkeon (hereinafter referred to as "PARKEON Trademarks")whether or not registered, are and shall remain the property of the owner of the Trademarks, being Parkeon or one of its affiliates, and that Customer has no right, title or interest in PARKEON Trademarks during the term of this Agreement or thereafter except as provided otherwise herein. 4.6.3 The Parties both agree that except as otherwise provided herein, neither Party shall utilize the intellectual property rights of the other. 4.6.4 Parkeon shall defend or, at its option, settle any claim or action brought against Customer alleging that the use of the Services as provided under the Agreement and as used within the scope of the Services granted to Customer, infringes the Intellectual Property Rights of a third-party, provided that (i) this infringement claim is not attributable(a) to a use other than in accordance with this Agreement regardless of whether the use is in combination with any service(s) not furnished by Parkeon, or (b) to the use of a non-current release of the Software and that (ii) Customer gives reasonable notice and cooperation to Parkeon in connection with the defense of such claim, makes no admission or settlement in respect of such claim and that Parkeon directs and controls such defense. MPA_CONNECTIVITY_AND_SERVICES_AGREEMENT_V1 O.ducx Page 12 of 42 • tif% ncettat1a1 r I'PLATE-VG - Rt PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof era r?;lce co n {.. 4.6.5 Software licensing: Parkeon will provide Customer a license to use Pay Station software and Parkfolio back office. Parkeon does not provide software or licensing for software being used with Parkeon products that is not part of the Parkeon Pay Station, Parkfolio back office, or other Parkeon products provided by Parkeon to Customer under this Agreement.Customer shall provide such software and licensing as needed. 4.7. PROPRIETARY AND CONFIDENTIAL INFORMATION 4.7.1 Proprietary Information (hereafter "Proprietary Information") means object code, source code and any benchmark tests for the Services, pricing and other information Identified as proprietary, but excludes: (a) information made available to the general public without restriction by the disclosing Party or by an authorized third-party, (b) information known to the receiving Party independent of disclosures by the disclosing Party, (c) information independently developed by the receiving Party without access to or use of the disclosing Party's Proprietary Information, or(d) information related to the Agreement that the receiving Party may be required to disclose pursuant to the applicable Freedom of Information statutes or pursuant to subpoena or other lawful process initiated by a governmental authority or by the disclosing Party, provided that the receiving Party notifies the disclosing Party of the [awful process to allow the disclosing Party to appear before the governmental authority and protect its interests, and such disclosure complies with applicable law. 4.7.2 Confidential Information (hereafter "Confidential Information") means non-disclosable data, but shall exclude(a) information known to the receiving Party independent of disclosures by the disclosing Party, (b) information independently developed by the receiving Party without access to or use of the disclosing Party's confidential information, or (c) Information related to the Agreement that the receiving Party is required to disclose pursuant to applicable Freedom of Information statutes or pursuant to subpoena or other lawful process initiated by a governmental authority or by the disclosing Party, provided that the receiving Party notifies the disclosing Party of the lawful process in a timely manner to allow the disclosing Party to appear before the governmental authority and protect its interests, and such disclosure complies with applicable law. 4.7.3 The Parties shall use reasonable efforts to protect each other's Proprietary and Confidential Information from disclosure. Neither Party is entitled to disclose the other Party's Confidential or Proprietary Information without prior written consent of the other Party,which may be withheld in the other Party's sole and absolute discretion. Provided the other Party's prior written consent has been obtained, the Party requesting consent may disclose in confidence the other Party's Confidential or Proprietary Information on a need-to-know basis to such Party's contractors and subcontractors as have executed a non-disclosure agreement, and the Party making that disclosure shall be responsible for that person's compliance with these restrictions on disclosure and use. MPA_CONNEC TIVITY_AND_SERVICESJGREEMENT_V1 O.docx Page 13 of 42 AGREEMENT-WPM ATE-VO6 - PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any pert hereof PIF1R ICE con rrr �•- °.;;-r-X ,na1:.Y,•'7,?`t�•4Y;.�'F';T3w. _ ..o,- 4.7.4 Upon termination of this Agreement, the Parties shall securely dispose of all information received and shall make no further use of it. The termination shall not serve to release any Party from its obligations regarding confidentiality under this article which shall remain in force for a period of two (2) years after the date of termination. 4.7.5 As a municipal corporation, Customer may have an obligation to disclose public records pursuant to applicable Freedom of Information statutes. To avoid disclosure of Parkeon Proprietary Information, any documents that contain trade secrets will be clearly marked "Proprietary" prior to submission to Customer. Upon citizen request for disclosure of Proprietary Information pursuant to the applicable statues, sufficient notice shall be provided to Parkeon to permit Parkeon to contest such disclosure. 4.8. LIABILITY AND WARRANTY 4.8.1 This clause sets out the liability of Parkeon in its entirety(including any liability for the acts or omissions of its employees, agents, consultants and subcontractors)to Customer in respect of any claims relating to (i) Parkeon's performance of the Agreement (ii) any breach of this Agreement (iii) any use made by the Customer of the Services, or(iv)any representation, statement or act or omission (including negligence)of Parkeon arising under or in connection with this Agreement. 4.8.2 Notwithstanding any other provision of this Agreement to the contrary or rule of law or statute, in no event shall Parkeon be liable to Customer for (i) any special, indirect, incidental or consequential loss, costs, damages, charges or expenses; or (ii) loss of profits, business, contracts, business opportunities, income, or anticipated savings; or(iii) damage to reputation or (iv) loss or corruption of data or information; or (v) any degradation which occurs in relation to the network or associated software or hardware of the Customer as a result of the performance of the Services. 4.8.3 Parkeon Multi-space meters communicate through public cellular communication networks. Parkeon shall not be liable to Customer for any loss, costs, damages, charges or expenses arising from failures, defects or limitations of the cellular communication network or any product or service supplied by a third-party in connection with the cellular communication network. The cellular providers may experience capacity, interference, equipment and other problems; may make unannounced changes to their Services which impact communications; may limit, restrict or end the Services. Parkeon's sole obligation under this Agreement in connection with the cellular communication network is to treat communications problems that impact Multi-space meters performance as a priority issue and work with the cellular provider to expeditiously resolve the problem. 4.8.4 Data is saved in accordance with current data protection and back up standards. However, complete security cannot be guaranteed. In the event of data loss or data errors, Parkeon shall not be held liable unless the data loss or data error was solely the direct result of gross negligence on the part of Parkeon. NPA_C ONNECTIVITY_AND_SERVICES_AGREEMENT_V1 0.docx Page 14 of 42 .` AGREE'.1ENT_TF AP.1 ATE-VG6 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof {i pACx ICE nfit ,7rs .?-ao 'sr.rf .,P-� .- • , ., ,,r.p;r+rx'{r'1F'C:.. .. �.w 4.8.5 Parkeon shall have no liability to Customer for malfunction of third-party systems, acts or omissions of a third-party, infiltration or disruption of Parkeon services by a third-party by any means, including without limitation, DDoS attacks, software viruses,Trojan horses,worms, time bombs or any software programs or technology designed to disrupt or delay the Parkeon's services. 4.8.6 Parkeon's maximum aggregate total liability for damages arising out of or relating to this Agreement, exclusive of claims by third-parties, shall not exceed an amount equivalent to twenty-five (25%) percent of the remaining contract value in the year in which the damages occurred. 4.8.7 Parkeon makes no warranty express or implied that all security threats, breaches and vulnerabilities will be detected and/or avoided. Parkeon may be required to reduce or suspend Services for limited periods to enable technical or maintenance operations to be conducted or upgraded or as the result of an imminent threat of material harm. Parkeon will use best efforts to minimize inconvenience to the Customer caused by such reduction or temporary suspension of Services. MPA_CONNECTIVITY_AND_SERVICES AGREEMENT_V1 0.docx Page 15 of 42 AGREEhlE,JT TELIPU�TE--V06 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof p '1 1wAR ICE On 4.9. EXTENSION OF TIME FOR FORCE MAJEURE 4.9.1 In the event of a Force Majeure incident which does not result in termination of the Agreement per Article 4.5.3.3 above, the end date of this Agreement shall be extended by the period of time that such circumstance materially and adversely impaired or prevented a Party's ability to perform its obligations under this Agreement (the "Affected Period"). Immediately upon termination of the Affected Period, the Affected Party shall resume performance. The Party seeking to obtain a Force Majeure extension of time must immediately notify the other Party in writing of the nature, details and anticipated effect and duration of the Force Majeure incident. 4.10. GOVERNING LAW AND JURISDICTION 4.10.1 This Agreement made in two original counterparts in the English language shall be governed by and construed in accordance with the laws of the State of New York. • 4.10.2 All disputes or claims arising under or in connection with this Agreement shall, in the first instance, be subject to amicable resolution by the Parties. In the event the dispute or claim cannot satisfactorily be resolved amicably, the Parties agree to submit such disputes or claim to binding arbitration.Arbitration shall be held in Moorestown, New Jersey. The commercial arbitration rules of the American Arbitration Association shall apply. Any judgment, decision, or award by the arbitrators shall be final and binding on the Parties and may be enforced in any court having jurisdiction over a Party against whom any such judgment, decision, or award is to be enforced. The Parties shall bear their own costs and expenses (including attorney's fees)for any arbitration, unless otherwise directed by the arbitrator. 4.11. CONTRACT DOCUMENTS 4,11.1 The contract documents which govern the dealings between the Parties are as follows, listed by order of precedence: • Changes,modifications,amendments and extension of this Agreement • The Agreement including its Appendices, • Parkeon's Response to Bid#RFP 14-07 Provision of Pay-by-Plate Parking Meters dated May 12,2014. MPA_CONNECTIVIT_AND_SERVICES AGREEMENT Vi 0.docx Page 16 of 42 r AGREEe,1 14T 1F.iPLATE-VO6 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PIMIRICE 0In 4.12. NOTICES 4.12.1 Addresses may be changed by either Party from time to time and shall be notified to the other Party. All notices and other communication hereunder shall be deemed to have been given as of the date of delivery by hand,or five (5)working days after posting when mailed by registered or certified mail, postage prepaid, or twenty-four(24)hours after dispatch if sent by facsimile during business hours of the receiving Party. Refusal to accept delivery has the same effect as receipt. 4.12.2 Notices or other communications to either Party shall be made in writing and addressed to the relevant Party at its address as stated below: PARKEON INC. MIAMI PARKING AUTHORITY 40 TWOSOME DRIVE, UNIT#7 40 N.W.THIRD STREET, Suite 1103 MOORESTOWN, NJ 08057 MIAMI, FL 33128 USA USA Attention:Mr. Lionel DEPERROIS Attention:Alejandra ARGUDIN MPA_CONNECTIVIlY AN0_SERVICES_AGREEMENT_V1 0.docx Page 17 of 42 AGREEMENT_TEMPLATE V&6 �r PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof - PJRPI ED(1 4.13. GENERAL 4.13.1 This Agreement including appendices and changes, modifications, amendments and extension thereto represents the entire agreement between the Parties. 4.13.2 This Agreement supersedes and cancels all other agreements, written or oral, between the Parties relating to the Services. 4.13.3 The failure of any Party to insist upon strict performance of any of the terms or conditions herein, irrespective or the length of time for which such failure shall continue, shall not be a waiver of that Party's right to demand strict compliance in the future. No consent or waiver, express or implied,to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation of this Agreement. No waiver or consent shall be effective unless in writing and signed by the Party against whom such waiver or consent is asserted. 4.13.4 The terms and conditions of this Agreement shall be binding only upon written agreement signed by the duly qualified representatives of each Party. 4.13.5 The Parties may amend or modify this Agreement at any time, provided that such amendment(s) or modification(s) make specific reference to this Agreement, and are executed in writing by a duly authorized representative of both Parties. Such amendment(s) or modification(s) shall not invalidate this Agreement, nor relieve or release the Parties from their obligations under this Agreement. 4.13.6 Neither Party shall be bound by any condition, definition, guarantee or representation other than those set forth in this Agreement. 4.13.7 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer and employee between the Parties. Parkeon shall at all times remain an independent contractor with respect to the Services to be performed under this Agreement. The Customer shall not be obligated to provide workers' compensation insurance, health or accident insurance to cover Parkeon for any type of loss which might result to Parkeon or its employees, in connection with the performance of the Services set forth in this Agreement, The Customer shall not pay any contribution to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits which might otherwise be expected in an employer-employee relationship, it being specifically agreed that Parkeon is not an employee of the Customer. 4.13.8 Provided the other Party's prior written consent has been obtained, each Party shall have the right to make reference to the name, trademarks and logo of the other Party(provided that such reference shall not refer to the content of this Agreement) in any marketing literature, on all websites, on any media and any commercial documents and brochures of the other Party. 4.13.9 The Party representatives who execute this Agreement hereby represent and warrant that they have full and complete authority to act on behalf of Parkeon and Customer, respectively, and that their signatures below,the terms and provisions hereof, constitute valid and enforceable obligations of each. MPA_CONNECTIVITY_AND_SERVICES.AGREEMENT_V1 0.decx Page 18 of 42 AORb MENT TEMFUQF.-VOfi PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof 715'L :.•' •`e . ..:-_ .:.".;.. ..;ti., .... ?vn14'1"rf.r"Ir!. '+1a1.714ti!.a'S'l!t�i�»A'T+'..-vr..c . ..... . i .. ..- .. _ t. . -. - -ai5'J 4.13.10 In the event any portion of this agreement is declared or adjudged to be invalid or unconstitutional, such declaration or adjudication shall not affect the remaining provisions of the Agreement, as if such invalid or unconstitutional provision was not originally a part of the Agreement. IN WITNESS WHEREOF, THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED THIS AGREEMENT. Approved as to Legality and Form: For MIAMI PARKING AUTHORITY For PARKEON Date: , / I /It Date: q / 5 t 20 14 Name: Alejandra ARGUDIN as Name: Lionel DEPERROIS as Title: Chief Operations Officer Title: Chief Operations Officer for PARKEON INC. Signature: r______-------- Signature: �l.t ►= By signing I r en that, By signing I confirm -- -I have read,understood and accepted the general terms and conditions of this agreement. -I have read,understood end acgepl- general .- s and conditions of this agreement. MPA_CONNECTIVITY AND.SERVICES_AGREEMENT_V1 0,docx Page 19 of 42 A13EE MENT_ILAOPLAIL-VCO - - PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document, PARKEON written consent required prior to release of any part hereof 1::1RKE01-1 APPENDIX A LEVEL II REMOTE TECHNICAL SUPPORT Parkeon will provide Level II Remote Technical Support between the hours of 8:00AM and 8:00PM EST Monday through Friday excluding company holidays.The primary method of contacting Parkeon is via email: parkfolio_support@moorestown.parkeon.com A request number will be generated and can be referred to in correspondence and discussions to the issue. In a situation where Level I Service is exhausted and is of an urgent nature you may contact Parkeon Level II Remote Technical Support via telephone at Toll free: 1 (800)732-6868 x 244. M,PA CONNECTIVITY_AND.SERVICES_AGREEMENT_V1()Mop( Page 20 of 92 ACFE L'JT_TEMPL ATE-VOG PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any pan hereof PAR ICE On APPENDIX B PARKEON RETURN MATERIALS AUTHORIZATION (`RMA') Email us at: SalesAdmin@moorestown.parkeon.com Phone: Please call 1-800-732-6868 x 245 Hours of operation: Monday—Friday:8:00 AM—5:00 PM Eastern Standard Time All requests for parts, machine changes and miscellaneous sales should be directed to the above contact point. For parts being returned for repair or replacement a Return Material Authorization (RMA) is required PRIOR to the physical return of the product: 1. Parkeon will issue an RMA number and provide shipping instructions. 2. Customer will ship the defective parts back to Parkeon and clearly mark the outside of the carton or the shipping label with the RMA number. Each assigned RMA is limited to 20 individual items. 3. Customer agrees to properly wrap each defective part and package them securely within a box to assure no further damage will occur to these parts. 4. Customer is responsible for freight charges on items being returned to Parkeon. Parkeon is responsible for standard ground freight charges of replacements. 5. Once Parkeon has received the defective parts,replacement parts will be shipped within 72 hours via two (2) business-day delivery if parts are covered under standard warranty. If parts are covered under a Parkeon Service Contract, replacement parts will be shipped within 24 hours via two(2)business-day delivery 6. Parkeon will cross reference all parts against its warranty/contract database and determine if the part is covered. Customer will be notified if parts are not covered under warranty and will be advised of available options by the Sales Administration Dept. 7. Customer is responsible for testing of parts before returning. Parkeon will inspect and test parts to determine reason for return. If any parts are determined to be functional with no problem found or found functional after a standard cleaning procedure, Customer will be charged$175.00 dollars per unit for Preventative Maintenance charge to clean and restock. 8. Customer is responsible for all replacement charges for parts out of warranty or not covered under contract. 9. Customer is responsible for all expedited shipping charges. 10. Customer should ship all return parts to Parkeon and reorder on a regular weekly basis in order to provide a smooth flow of replacement parts and eliminate the need for expedited requests. Bulk RMAs(>20 items)or multiple RMAs per week will result in processing and handling delays. MPA CONNECTIVITY 0.docx Page 21 of 42 AG LL Y LNT_ICM'LATE-_Vlrr PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document, PARKEON written consent required prior to release of any part hereof () PFIRKEDf1 .. =� .r,7 vwrt..ns- -'.ewer• APPENDIX C LEVEL I TECHNICAL SERVICE AND MAINTENANCE Customer is responsible, through its trained staff, for performing Level I Technical service and maintenance for all Pay Stations covered through this Agreement,as follows. Technical Services 1. Open Pay.Station and remove and/or replace internal components as necessary. 2. Execute self-diagnostic and other repair processes, as shown in service training and described in the Service Guide and other documentation provided in conjunction with and at the time of training. 3. Install programming changes to the Pay Station using the maintenance procedures that are available at the maintenance keyboard on the Pay Station and explained during Level I service training. 4. Maintain a log of repair activities performed by the technicians, which will be available for reference purposes during a call to Level II Technical Support. 5. Ensure that the staff servicing Parkeon's Pay Stations have successfully completed the full training program provided by Parkeon and maintain the certification level of all staff who service the Pay Stations or operate ParkFolio back office software system. 6. Complete all prescribed Level I diagnostics and repair steps prior to escalating a service issue to Level 11 support. 7. Ensure that only trained Level I service staff initiate support requests to the Level II helpdesk. 8. Use its own qualified IT resource to provide desktop client, server, network, and infrastructure services necessary to maintain the proper functioning of the ParkFolio system. 9. Provide all information required to open a support request with Parkeon Level II Service and be available to work with the Parkeon support resource assigned to the support request. 10. Timely complete the recommended Pay Station preventative maintenance process to maximize useful life of the parts within the Pay Station. 11. Maintain the concrete mounting pad and mounting hardware per installation specifications. 12. Maintain all electrical installation accessories other than those that form an integral part of the Pay Stations as well as electrical connections to the Pay Stations 13 Maintain a supply of locally-available parts sufficient to meet desired repair timelines. These parts will be supplied to Parkeon as needed for Level II On-Site Operation. 14. Maintain a log of all parts replacements which will be made available to Parkeon upon demand. 15. Archive data and historical analysis for data older than 90 days. MPA CONNECTIVITY_AND_SERVICES_AGREEMENT_V1 0.docx Pane 22 of 42 AG,IEEMEr r TFMPLAIE-V06 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof f=b E D in Parkfolio Services 1. Maintain desktop and file server computers, LAN connections, Internet connections and other aspects of the operating environment in a manner that allows the operation of and compatibility with the Parkfolio software. 2. Require all staff using Parkfolio to have successfully completed the full Parkfolio training program as provided by Parkeon. 3. Design,customize and generate reports using data in Parkfolio. 4. Complete all prescribed Level I diagnosis and repair steps prior to escalating issues for Level (Obtain appropriate Information Technology or Information Services resources to provide server, network, firewall, and infrastructure support services, including Web server, authentication software, WebObjects' Monitor, software installation,application installation on production servers,database connections, and database changes. 5. Provide all information required to open a support request for Parkeon Level II support and be available to work with Parkeon support resource assigned to the support request. NPACONNECTIVITY AND_SERVICES_AGREEMENT_V1 0.docx Page 23 of 42 ACRE—RI ENT 7EMP.A IL V06 '1 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PP Pi KE on APPENDIX D WHOOSH -MOBILE PHONE SOLUTION Parkeon offers a service called WHOOSH.This Service is used to make remote payment for municipal parking, and Parkeon,via the WHOOSH platform, is the technical intermediary between a parking user('User")of the WHOOSH Service and Customer. The WHOOSH platform allows for the User's payment of parking time from a mobile phone or a computer,consistent with the options chosen by the Client. ARTICLE 1 - PURPOSE The purpose of this Agreement is to define the rights and obligations of Parkeon and Customer with respect to Parkeon's provisions of WHOOSH Service. ARTICLE 2 -ATTACHMENTS The document is comprised of the following attachments: • ANNEX 1 -Scope of the WHOOSH Service • ANNEX 2-Price conditions • ANNEX 3-Service levels • ANNEX 4-Corporate Style Guide ARTICLE 3— DESCRIPTION OF THE WHOOSH SERVICE WHOOSH is a service rendered by Parkeon; it enables Users having activated the Service to make remote payments for parking. The WHOOSH Service makes possible: • Registration by the User for the WHOOSH Service, • Payment for parking rights by User via mobile phone or a computer, • Processing of electronic money flows up to the remittance of parking payments to the Customer merchant banking account in accordance with the approved time limit, • Access to certain information by parking enforcement officers,through the use of portable terminals (PDAs) or by API monitoring, • Access by User to his/her account and history of his/her transactions, • Access by Customer to the monitoring of the issuance and sale of parking rights, • Customer's assistance as regards to the use and handling of complaints, MPA C0PINECTIVJTY_AND_SERVICES AGREEMENT_V1 0.docx Page 24 of 42 ALREEM ENT TEMPrATE-V06 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PIFI IF? KE C11'l `'. The roles of each of the parties is further defined as follows: • Customer defines the parking policy. • Parkeon makes available and manages: o The WHOOSH Mobile Payment Service platform, which registers users and is used for transactional interface at the time of purchase of the parking rights; o The processing of all of the "parking business" functionalities and the data concerning the monitoring of online parking rights. • Parkeon shall provide access to the payment platform used for Internet payment transactions via credit card. • Customer shall verify electronic payments. ARTICLE 4— FINANCIAL CONDITIONS 4.1 In addition to the parking fee charged by Customer, User will pay a Service Fee for the use of the WHOOSH Service as defined in Annex 2. The parking fee plus the Service Fee will be sent to the Customer's bank through their selected merchant bank processor. The Customer is responsible for any fees charged by their merchant bank processor. 4.2 Parkeon will invoice Customer on a monthly basis to collect the Service Fee and Customer will pay Parkeon all such Service Fees that it collects. 4.3 The Service Fees shall be payable within twenty days of invoice date. 4.4 Parkeon reserves the right to suspend services and/or to terminate the agreement in the event of a payment delay in excess of SO days. MPA_CONNECTIVITY_AND SERVICES_AGREEMENT_Vl O.docx Page 25 of 42 AGP.FF.KV--NT_TF!/PLATE-VDS PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof 1 0=3 IWF2KEan ARTICLE S -PARKEON'S COMMITMENTS 5.1 Parkeon undertakes to provide the expertise and care necessary to provide the WHOOSH Service, as well as to follow relevant accepted industry practices and to achieve a level of quality that is consistent with market standards. 5.2 Parkeon warrants that the WHOOSH Service will be available and meet or exceed the standards contained in the Service Level Agreement defined in Annex 3. However, Parkeon may in its sole discretion suspend the provision of the WHOOSH Service in the following situations: • Suspension of the WHOOSH Service with advance notice of one working day, by any written means: o Installation of updates o Maintenance of the System and/or scheduled Maintenance o Service Fee payment delay in excess of 60 days. • Suspension of the WHOOSH Service without advance notice: o Risks for the smooth functioning or safety of the infrastructures or equipment, o Technical or maintenance work by Parkeon on its infrastructures or equipment, o Fraud detected or reported, o Suspected or reported wrongful, fraudulent,unlawful use of the WHOOSH Service, o Failure to perform by a third-party and necessary to the rendering of the WHOOSH Service, including, but not limited to,the suppliers and operators of the telecommunications network. o And, more generally, in all emergency situations. Regardless of the circumstances, Parkeon shall inform Customer of any suspension as soon as reasonably possible. 5.3 Back office Parkeon shall provide Customer access to the Back Office tools enabling Customer to have access to the. . information and to the management reports on the transactions executed by the Users of the WHOOSH Service. These tools draw on the infrastructure and platform managed and hosted by Parkeon. The platform is accessible by Customer through an Extranet. The conditions for the availability of these tools are defined in Annex 1. Parkeon shall collect information regarding Users' payments and shall make this information available on the Platform for Customer use. Parkeon shall continue to be the owner of this information. • MPA_CONNECTIVITY_AND_SERVICES_AGREEMENT_V1 O.docx Page 26 of 42 AGRELMENT TEMPLATE.-VO6 - PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof pocaRKeon 5.4 Changes to the Services Parkeon may occasionally, at its own initiative and in its sole discretion, change all or some of the functions or any component of the Service or make any modification (hereinafter referred to as "Modification") in order to improve the performance, service quality, or to correct errors or preserve the competitiveness of the Service. Before making such a Modification, Parkeon shall inform the Client by e-mail of said Modification. ARTICLE 6—CUSTOMER'S OBLIGATION 6.1 Customer must carry out all operations that are necessary prior to the launch of the WHOOSH Service and on an on-going basis, in particular: • Opening and maintenance of the remote selling account throughout the duration of the agreement, • Supply of all of the city data for parameterisation of the solution(mapping of parking payment terminals, prices,zone, etc.) • Setting up of the system to verify electronic tickets and supply interface data, if applicable • Training of the city's employees • And, more generally,transmit to Parkeon any information useful to the implementation of the WHOOSH Service. It is hereby stipulated that the above list is given for indicative purposes and that it can be supplemented at the start of the project based on Customer's specific characteristics. 6.2 Customer undertakes to render the WHOOSH Service in accordance with Parkeon's recommendations and pursuant to the terms and conditions of the WHOOSH Service, provided to the User on the WHOOSH application and on the WHOOSH web site. 6.3 Customer undertakes not to use or authorise a third-party to exploit the information obtained from the use of the WHOOSH Service for purposes other than those related to the WHOOSH Service. 6.4 Customer acknowledges that the WHOOSH Service is paid for by credit card. Any transfer of information associated with the payment shall take place in a secure context. In particular, at the time of a payment, a credit card number and its validity date are transferred in a secure context using protocols in force, on the server of the service provider chosen by Parkeon. In this connection and pursuant to standard terms of the service provider chosen by Parkeon, Customer acknowledges the importance of complying with the security rules. MAA_CONNECTIVITY_AND_SERVICES AGREEMENT_V1 0.docx Fage 27 of 42 AGREE VENT IIMPLAIE-V96 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 00057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof (-) ww Kman For complete information on the security rules to be followed, Customer can refer to the PCI DSS(Payment Card Industry Data Security Standards) available, for example, on the Internet site of Visa or MasterCard, or from Financial Institutions. In addition,Customer undertakes to: • Ensure the application of the security patches on all of its machines, as well as setting up the machines' secure configurations. • Never store on any type of medium information that is sensitive, such as credit card numbers or visual cryptograms(CVCs/CVVs) • Protect all of its passwords and change these regularly, in particular, the password needed to obtain access to the Account of the payment service provider • Protect access to its servers and its applications, as well to its technical infrastructure in general, in particular,using the firewalr and antivirus. • Establish secure application development procedures The platform of Parkeon's payment service provider shall supply several automatic or manual methods permitting Parkeon to monitor consistency between the payments handled by the payment service provider and its own sales system.The system permits, notably: • online consultation of transactions via Customer's Account, • via SHA-I key systems,to ensure the consistency of the payment data, • the sending of payment notification e-mails, • the use of other electronic means of notification in real or deferred time. Customer undertakes to establish and apply adequate procedures for monitoring the proper execution of payments. Parkeon strongly recommends Customer set up as many monitoring mechanisms as possible, in particular, in the case of e-commerce applications, and Parkeon reserves the right to limit the financial possibilities of the Account of the payment services provider (types of transactions permitted, maximum number of transactions per period, etc.) if it deems Customer's checks and/or monitoring insufficient. The mechanisms for checks and monitoring used, and/or the activation or non-activation of the security options are freely chosen by Customer,and cannot under any circumstances give rise to Parkeon's liability. MPA CONNECTIVITY AND SERVICES_AGREEMENT_VI 0.docx Page 28 of 42 ACNEEM ENT 1E:'FLATE-V03 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof -AO API R ICE o11 ARTICLE 7-MARKETING AND PROMOTION Customer authorizes Parkeon to engage in marketing, business analytics and advertising campaigns for the promotion of the WHOOSH Service, including but not exclusive communication and promotion by press, flyers, city Internet site, affixing of information stickers on places of sale (on parking payment terminals, or in their absence,on any other medium visible from parking places) in a manner consistent with the Corporate Style Guide and the definition of the zone codes. To this end, Parkeon hereby grants Customer a non-exclusive license during the term of this Agreement for the purposes of using the WHOOSH name and logo in the conditions defined below: Parkeon shall provide to Customer graphical materials (logo, visuals, etc.) needed in order to organize the promotion and showcasing of the WHOOSH Service to Users. Customer is authorized to modify these items, if applicable, within the limits defined by Parkeon's written instructions and in accordance with the Corporate Style Guide enclosed in Annex 4. In such case, Customer must obtain Parkeon's written approval prior to any use of said items. Upon the expiry of the Agreement,whatever the reason, Customer shall return to Parkeon as soon as requested all of the items that were handed over to it pursuant to this Article. ARTICLE 8— INFORMATION REGARDING USERS In accordance with the terms of this Agreement and those of applicable laws Parkeon shall keep full files of all of the information and data collected from Users. Parkeon shall obtain and use this information only in accord with applicable laws in force and any amendment to this Act and shall not give or disclose this information, in any circumstances, to third parties, except for the information that has been expressly approved by Customer or is required to be produced pursuant to subpoena or court order. Parkeon shall comply with all of the provisions concerning data processing and freedoms and shall apply these accordingly to its technical facilities. Each Party undertakes, as regards the Service rendered, to comply with all of the provisions of applicable law. No data and in particular personal data, may be used by either Party for any purpose other than the strict performance of the Agreement. Parkeon undertakes to implement mechanisms to monitor access to these data. MPA_CONNECTIVITY_ANDSERVICES_AGREEMENT V1 0,docx Page 29 of 42 GREE'ENT 7Fh1RLAIL-V1)6 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PI�R SCE DI"l ARTICLE 9 - SUSPENSION Parkeon reserves the right to suspend, limit or to partially or completely restrict the supply of and/or access to the Service after having so notified Customer by any means,notably: • In the event of a breach of one of Customer's obligations indicated in the Agreement • In the event of a failure to make timely payment of the amounts due, and in the absence of a challenge, duly reasoned and sent to Parkeon by registered mail with return • In the event of non-conforming use of the Products or Services • And,more generally, if the Agreement provides for this. The resumption of the Service after suspension and/or limitation due to Customer's act or fault can give rise to the invoicing of Resumption of Service Fees. In the event of a suspension and/or a limitation, regardless of the cause, Customer shall continue to be bound by its obligations; it is understood that the suspension shall not give rise to the cessation of the invoicing of said fees. In addition, Parkeon shall be authorized to suspend, limit or restrict the Service for.any improvement or preventive or curative maintenance work, or if Parkeon is required to follow an order, an instruction, a demand from the Government, a regulatory authority or from any competent administrative or local authority. • WPA_CONNCCTIVITYAND_SERVICES AGR£EM NT_V1 0.docx Page 30 of 42 ACREE;hEhf_1EMPLA _ 7E-VD6 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof epang?ICEDfl ANNEX 1 SCOPE OF THE WHOOSH SERVICE FUNCTIONAL AND TECHNICAL SCOPE The WHOOSH Service permits: • The registration of users for the service via: o Applications for IOS and Android smartphones o Internet/Mobile Internet browser and access to the dedicated site www.whooshstore.com and m.whooshstore.com • The obtaining and payment of parking rights by users who use their mobile phone or a computer via: o Applications for IOS and Android smartphones o Internet/Mobile Internet • The obtaining of payment confirmation from the web site; • The obtaining of expiry imminent notification via push notification if option chosen by the user, • The possibility to extend the ticket in progress, in accordance with pricing rules in force as established by Customer; • The secure processing of electronic money flows up to the remittance of payments to the Customer; • Access to the information necessary to the verifying of the vehicles parked, by the parking enforcement officers having portable terminals (PDAs) beforehand that are connected either via the monitoring application or by the making available of an API; • Access by users to their account and to the history of their transactions; • Access by the Customer to the financial information and to the monitoring of parking rights sales transactions; • Assisting users in using the WHOOSH Service; . • The handling of complaints communicated by the Customer; • Informing the user of the city price; • Access to FAQs,as well as to a usage tutorial. MPA_CONNECTIVIT r_AND_SERVICES_AGREEMENT..V1 0.docx Page 31 of 42 AGitEME1JT Tel1Pi.ATF-VC• PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PRRKE0f'1 rrc.amore a INFRASTRUCTURE The WHOOSH Service is provided in SaaS mode. Parkeon shall supply: • access to the WHOOSH Service platform that registers users and is the transactional interface at the time of the purchase of the parking rights by Smartphone (IOS and Android), Internet application and Mobile Internet, • access to the payment monitoring information; • myParkfolio interface for the reporting of information concerning the Transactions executed on all of the distribution channels and permitting the financial and statistical consolidation of the data concerning the parking rights delivered by the distribution channels set up. Parkeon manages the connection to the payment platform that is used for Internet payment transactions. REGULATORY CONSIDERATIONS Parkeon shall ensure the conformity of the WHOOSH Service to Payment Card Industry Security Standards ("PCI- DSS") and the maintenance of all of the accreditations required by outside firms, excluding all of the systems that are not directly under its control. IMPLEMENTATION AND EXPLOITATION PROCEDURE INITIALISATION 1. Parkeon shall allocate to each of the on-street parking zones and to each street in which the parking zone is authorised, a certain number of unique parking zone codes. 2. Parkeon shall agree with the Customer on a timetable for the commencement of the service at a launch meeting. 3. Parkeon shall provide the following to the client at least 20 days prior to the agreed date for the commencement of the service: a. The telephone number of customer service; b. The list of the parking zone numbers allocated for each of the parking payment terminals, provided with their address for the introduction of the Whoosh Service. 4. Parkeon shall provide either standard items enabling the Client to create its communications media, or the standard models made by Parkeon; a 3-section brochure model leaflet, printed on both sides, a model of stickers to be affixed on parking payment terminals, recommendations for the affixing of said stickers, access to the Internet site and to a training video, and suggestions for contributing content and visuals. hIPA_CONNECTIVITY_AND_SERVICES_AGRE€MEN I_V1 O.docx Page 32 of 42 AG5LMLNr TCMPLATF- VOC PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof P1=1iR CEOfl 5. Parkeon undertakes to process all of the data with the strictest possible confidentiality. 6. Customer undertakes to perform the following obligations: a. To supply,as a pre-condition to the activation of the Service all of the information necessary for the parameterisation and personalisation of the Service and to inform Parkeon in writing, of any change of this information (in particular and not limited to, any moving of a parking payment terminal to a new address, or pricing modification). Customer is alone responsible for the consequences caused by a failure to supply or to make available this information; in particular, Customer shall furnish: i. A copy of the contract of adherence to the merchant contract mentioning its identifier at the acquirer(MerchantlD) ii. List of the names of zones iii. GPS coordinates of the zones in question iv. Names and titles of the users of the monitoring service v. Agreement on communication to the public(stickers,flyers and any promotional content) vi. Agreement on any communications content(label,websites, naming review,etc.) vii. Agreement on the list of applicable rates viii. Confirmation of use of the monitoring API supplied by Parkeon; any use of another interface shall be quantified and be the subject of a specific timetable. b. To supply to Parkeon the contact information of the person responsible for the Customer for the implementation and exploitation of the service, and to inform Parkeon immediately in the event of any change. c. To authorise Parkeon to use the parking data for statistical purposes d. To ensure the security and conformity of the use of the system by its agents. e. To restrict the dissemination and to maintain the confidentiality of all of the logins, passwords and identification of the personnel, used with respect to the Service and, more generally, to protect this information so as to avoid any use by unauthorised persons. f. To only use the Service in accordance with the instructions given by Parkeon, for its proper management. g. To test the conformity of the system made available in accordance with the recommendations or specifications supplied by Parkeon. • MPA_CONNECTIVITY_AND SERVECES_AGREEMENT V7 O.do[x Page 33 of 42 AGRCTI5ENT IMF LATE-VOG PARKEON INC.,40 TWOSOME DRIVE•UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof pin 1 PlcEIL?n ACTIVATION OF THE SERVICE 1. The Service shall be activated on an agreed date for the launch of the Service (mentioned on the Service registration form), insofar as the preconditions are satisfied and the activation date is realistic. In the event of the non-satisfaction or incomplete satisfaction of the preconditions, Parkeon shall suggest a new date for the activation of the Service, which must be consistent with the date on which the preconditions will be satisfied 2. During the activation of the Service the Customer must ensure the full availability of a manager,who is an employee of the Customer and has knowledge of and access to all information associated with the Service. 3. After activation, Parkeon shall notify the Customer of the official launch of the Service. SUPPORT Parkeon shall provide a support service in accordance with the conditions described in Annex 3, "Service Availability and Levels". In this connection, Parkeon shall: 1. Provide access to the technical support service to assist the Customer to reply to and advise the user on the questions associated with the WHOOSH Service; 2. Ensure that the technical support is available during business hours 8:00AM and 8:00PM EST Monday through Friday excluding company holidays; 3. Ensure that the technical support can be reached via a telephone number at the local call rate; 4, Monitor the performance and supply of the WHOOSH Service. UPGRADE MAINTENANCE Parkeon is entitled to modify the Service Parkeon shall be responsible for the corrective and upgrade maintenance of the WHOOSH Service. In this case, Parkeon can suspend the supply of the Service in the conditions defined in this agreement. MPA_CONNECTIVITY AND_SERVICES.AGREEMENT_V1 O.docx Page 34 of 42 AGREE MEIJT TEIf PLATE-VOG PARKEON INC.,40 TWOSOME DRIVE.UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof iaFa ICE Oi'1 ANNEX 2 PRICING CONDITIONS SERVICE FEES The Service Fee is$0.35 per transaction. REVISION OF PRICES Parkeon reserves the right to increase or decrease the Service Fee on an annual basis. Written notification will be provided to Customer at least 30 days prior to a price revision. MPA_CONNECTIVITY AND_SERVICES_AGREEMENT_V1 O.docx Page 35 of 42 Ac EEMEW1 1cr,WLATE-VIXi PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PFIRKEGi11 ANNEX 3 SERVICE AVAILABILITY AND LEVELS (SLA) This SLA defines the Service Level to which Parkeon is committed and the financial liability of Parkeon to Customer in the event of the non-attainment of the Service Level.This SLA pertains specifically to the WHOOSH Service. As regards the service levels as defined in following Articles 4 and 6,the average response time and/or the average availability are understood as average values calculated for all Customers for the given period. ARTICLE 1 - MAINTENANCE OF THE WHOOSH SERVICE 1.1 Parkeon shall send Customer an e-mail informing the latter of any major modification having an impact on the functionalities of Customer's account.This e-mail shall contain a description of these modifications. 1.2 Parkeon shall do its utmost to deliver good backward compatibility of the new versions of the interfaces that can be used by the Customer's applications. 1.3 The procedures described in Articles 1.1 and 1.2 above do not apply to urgent corrections of bugs or made for reasons of security or required directly or indirectly by Financial Institutions, or governmental or legal authorities. 1.4 Unavailability associated with the maintenance of the Service shall, if possible, be scheduled during periods of low traffic. In principle,this maintenance shall not exceed an average of 4 hours per month. However, this average monthly maintenance duration can be exceeded once each quarter, by at most 8 hours. Customer shall be informed in writing at least 48 hours prior to the beginning of the maintenance activities, except in the case of Article 1.3 above. ARTICLE 2 - MONITORING OF THE SERVICE 2.1 The Service is monitored in two ways: • Active monitoring: Parkeon's automatic procedures, which periodically test the availability of the main system and its functionalities. These active monitoring processes include the alert and escalation mechanisms needed for Parkeon's technical support department to be informed as quickly as possible. • Passive monitoring: Customer is able to notify, 24 hours a day, an incident associated with the use of the Service. Outside the Help Desk's working hour time slots, this notification shall be made by e-mail to the address suI Dortawhooshstore.com 2.2 Customer undertakes not to use the active monitoring system in order to avoid a possible disturbance of the Service's performance due to unnecessary overload. MPA CONNECTIVITY_AND_SERVICES_AGREEMENT_V1 0.docx Page 36 of 42 AGEErME NT_TE MPLATE-W16 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof PARKEon ARTICLE 3 - AVAILABILITY OF THE SERVICE During the days and time slots in which parking is not free of charge, Parkeon shall take measures to enable: • The User Service to be operational 24 hours a day, except for scheduled maintenance. • Transactional flows to be recorded every day without loss of data • The Service to be open to users during paid parking times,except for scheduled maintenance. • The Service via the Internet site for users to be operational 24 hours a day, except for scheduled maintenance. • The management and monitoring service via the interfaces connected to the system to be operational, Monday to Friday, from 8:00AM to 8:00PM EST, excluding company holidays. • The service for the verifying carried out by parking enforcement officers to be operational throughout the activity period of the services of the City's Police force(working hours). • The Service for access by law enforcement personnel to be operational 24 hours a day, except for scheduled maintenance. Unavailability of the Service is defined as the period during which the majority of Customer's users are unable to place new authorisation or payment transactions via the Service. It is also agreed that the service shall be considered unavailable if the response time as defined in Article 4 below exceeds 60 seconds for the majority of the Customer's users. 3.1 Parkeon offers 98% availability of the Service, on a monthly basis, although the situations mentioned in Article 3.2 are excluded.Customer can, if it expressly requests this,obtain the transmission of an SLA report covering a given month,to enable it to monitor the level of performance compared to the SLA. 3.2 Unavailability excludes the following situations, which therefore do not give rise to the right to any compensation: • Errors following the configuration based on incorrect information supplied by Customer, • Supply by Customer or its users of incorrect or incomplete data needed by Parkeon to properly execute a transaction, • Scheduled unavailability due to maintenance, insofar as executed in accordance with Article 1 of this SLA, • Failures by Customer or by its users to comply with Parkeon's procedures, • Malfunction of the equipment of Customer or of its users, • Unavailability of telecommunications lines, • Unavailability of Internet access, • Unavailability of the acquirer's authorisation equipment, • Force majeure, • Unavailability resulting from a bug that could have been easily detected by Customer during the test phase, if it had carried out a few basic tests during the Service's pre-activation period. MPA_CQNNECTIVlTY_AND_SERVICES AGREEMEHT_V1 0.docx Page 37 of 42 4C,FrMENT 7EMf'LATE-VC5 PARKEON INC.,40 TWOSOME DRIVE•UNIT 7,MOORESTOWN NJ 06057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof P IAI R AC E O n • 3.3 Notification and beginning of an incident Customer shall inform Parkeon of the existence of an incident: • During working hours: by telephone and by assistance request ticket. (See Article 5, Technical assistance below) The unavailability time shall commence as of the moment in which the assistance request ticket is created. In the event that the receiving procedure that permits the creation of assistance request tickets is unavailable, the unavailability time shall commence as of the telephone call to the Parkeon technical support department. • Outside working hours: by e-mail, only to the address supoortta' whooshstore.com. The unavailability time is only counted over the Technical Support's time slot worked, i.e. 8:00AM to 8:00PM EST, Monday to Friday excluding company holidays. 3.4 If the duration of the incident is less than 15 minutes, the unavailability time is not counted for the purposes of the application of Article 3. 3.5 If two (2) consecutive unavailability periods of less than 15 minutes, occurring for an identical reason, are separated by a short period of availability (less than 15 minutes AND a total duration of less than the duration of the periods of unavailability), the two unavailability periods shall be considered as a single unavailability period, commencing with the beginning of the first unavailability period and ending at the end of the last unavailability period. ARTICLE 4 - RESPONSE TIME 4.1 Parkeon guarantees an average monthly response time of its online payment authorization process of less than twenty (20) seconds for all of its debit or credit card transactions. However, certain exceptions could exist, associated with specific acquirer connections. In that case, Parkeon would indicate it to Customer on a case-by-case basis. This applies only to online transactions transmitted individually to the Parkeon payment service provider and excludes any transaction consolidation mechanism. 4.2 Response time is measured from time of receipt of the payment request by Parkeon until the sending by Parkeon of the result of the payment request to the initiator of this request. ARTICLE 5 -TECHNICAL ASSISTANCE Technical assistance is provided by telephone (see the service telephone numbers available on the contact page) and by e-mail, from 8:00AM until 8:00PM EST,excluding legal holidays and Company published holidays. • MP,'LCONNECTIVITY_,4NO_5ERVICES AGREEMENT_VI O.docx Page 38 of 42 ACRF<f,ENT TEePLAiE VO6 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof 1=0 PI g?ace 1 : "v. --.i. ..,�. :s .._.. ,_..•-;..: -,..,_.: u- -,Ye i.,, ..." F7 r..;a.•,-a, n...,SC3P,°`fc,�Ft•,:€TSRr •..,�, .,-JFtF4°[�3 - ARTICLE 6 - SEVERITY LEVEL AND RESOLUTION Parkeon undertakes to restore basic functionalities, or at least,to communicate an action plan for resolution, within the time limits defined below.The time limit is assessed as of the time that Parkeon becomes aware of the problem. If the analysis of a problem concludes that the latter results from improper use of the system or of a part of the system by the client, Parkeon shall maintain the level of severity and shall strive to keep to the time limit defined below. In such a case, Parkeon nevertheless reserves the right to apply a specific price for this resolution and to increase the intervention time. Intervention time commitment vs. Technical Support Vlrorking hours Severity Description During Outside A problem,the impact of which on Customer's 4 hours as of the CRITICAL commercial operations is critical, namely,if it is not 4 hours subsequent working possible to make parking purchases via Whoosh, hours -A problem of configuration or updating having an impact on the supervisory functionalities(loss or modification)or triggering a loss or a modification 6 hours as of the MAJOR of key information. 6 hours subsequent working -A problem having an impact on access to the hours supervisory service MINOR A problem giving rise to the loss or modification of 24 hours 36 hours non-major Information. A configuration modification request,or any other SUPERFICIAL problem,the impact of which on Customer's 36 hours 48 hours commercial operations is limited. MPA_CONNECTIVITYAND SERVICES_AGREEMENT_V1 0.docx Page 39 of 42 AGAEEOFOT 7U/PLATE VR1 PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any pad hereof (7) pin i siceO!'1 ANNEX 4 CORPORATE STYLE GUIDE • W Ii O n S ti I S O E A S Y T O P A R K • OGS so easy to park 0 ' t t -4- P t t IT �1. i ' , ,i P r t � ; s t , sr 'l [ 11i L r. ia 1• 7 l r I .i r _S t. t',, 4 i j - t ,d irk- 3 i r 4E� V a� t� ,�,: r _ d 3r �.vt �, t-2 4 3 r [r }aid Ea; . t' 11 4 t ; � � t; to +}3 C,.ty.a..t 1 r�ty 1b�#u'i•+yi a F f j�'. ( . ,�, d..3,r -: 5 1113 z n,' '4 11,4 ,� 't f - ( ..y n R r`v atilt,4 14 � d.-,•%.' "'A-w t_ ar•1 f>:��k�. V��.�..T+{•• n, 47��.�■� ,t�L c .�x`�`'..7,...rtT� y�? �'-� �s� 4. IA • Identity Guidelines - • - -" PRalceon How can I use the logo? Vif Logo Introduction • hful Pi,kmWrtNtakyry hlw4N. - , ! •Clearance area o a,w,aka�wVwd W)awat.kbwwio. wsocasyropark i rt..wt�trkpellpe,aWayt mhtin„wtJwaan y • a.0 cebow,mm.ergot,r ag,and ugahe ' GGSh ,1,I a"""`iv+v+cnv..t..av6dn.awyq )o My to ped I -- r - R.dd. �,eswwnttl•vAmJ��. __ )a} -- N111 1u Y,h•fhTiEnNheNktftlirb3o 94 Oche hax'd hee aAnta,ibex/. •Minimum slze b1GGSh To ss aekg�ay,n swpvduat e�gwYJ' NeM7MAwi` 67kuJ•n/07wid. y4auw the lasowibin Imam QQ '1111166,111'16 a/6116.seflIce • Ideuidn • w1NL fapm- trekoaHetan 4711.--�! , ■ „ IYrw.aJ)IOjJtlS{)6N-Fu.a)1(0)111.5141110-www{atlonaow MPACONNECTIVITY AND_SERVICES_AGREEMENT_V1 0.docx Page 40 of 42 1GRFF1.ILNT 7Er PLAJL TOG PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof • -e I=PIR ace.1pn .,.-f °.. - -.'l., rt.-;. r -r -ry• 7 'F"h°,'t'YP-r..t"'+i - - ._. .. -- ... 0000 .-ti.L7 • Which logo type do I use? •Spot colour U.addr.1.141.•. oirf Ii e sh p.5d.r .6+g n.rd So6orytOpak• ndere6Iac5pnnm6y p a6ad Paala. .Ma• NNnC S32C CMJK v1/444 nosh iheifibgoraNh6 WurypcAbm. so nay topmk • Ird.ratkrenta.rdw,g G 6% t,[676 5h 16% 11:66% t IS•b 8 76% !4% - H0osti RIe G.HB fK...db.... .W s bd..g to 42ay•park • ndene6•ar eer.aNrdg.11rpbrr 416 363% 1>s% @ oft @ 57% Web S6NSadlda al>It31no/636373E '116..111'Is a roam 1.1.161 Identity Guidelines lrana US,-slab/a3ettr-6,tea Inc.mlan-MB Imam....9• nm..4-1510p 11545666-rn.N1 10p 5154 n 16-....pole.a.a•a NM II ■ r I . Which alternative logos can I use? One colour Rixn Mrsambrpmdc..n..h.waa• the enhYA.mlkgol7pe t1.d42apper Hoosti w6.Yeoad4'pWiaJaikg 67 hidiae se&lyre perk • Vkif •Black 1Narack ,hmY7., do Hoos�1 .hnr NfiootK mhnw2 an.6dt so[ery to park .1m Mire 7740111bec6yel6auld amarantltl pp h 154007tdyaaga 000QOM dakhrdaanq 100427!aoWrl5!.,!005.wd •Reversed 751.!.1,5,161 era.11*.ma'bgd7p a a./ WOGS!,W ap6.•r n.mao0.nn1.s.m a lacks dart see to • .01a.N 6aclgau.d when...Wars 427 6666.. �y p Ix wem..buomsela.scum Acid m1pCCnd treg.rch drtmrtpr..kh 1}61 74.0m4211agerype olds.iskgtA7. •41104161•Is a 7.Il..a coda Mice.SJS.-nh IS lajra-6,a.if Aa.1..-21015 I.nnlm Wes/ • Identity Guidelines • • • 11451..4J31131 1545 650-a..111(647 61 5451 56-•714pM...0w IIII II J ■ ■1 MPA_C ONNECTIVITY_AND_SERVICES_AGREEMENT_V1 O.docx Page 91 of 42 AGREEMENT TEMPI.A1E-'IN PARKEON INC.,40 TWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof imWf?KED( „ _v..�-.,.K ...-j- s..._,..:: ;,:1�...,�'1^,il].'-'i hu•r^r!�P�^ +1:4TtTA, .... ... .. a -,..:� Y,:.. ... • Which alternative logos can I use? • 1� L •Without the baseline {iOGS� 6as»•4.6s10FsaM1og0rn4wNnbw 4 • w 6aMY,e'beaybpaK'. 'Whoosit inttiais Aaxtow gpNC elotwt low•bm w aFploban. WI: •'Whoosh!"applications icon konfteNt tultappRaMc • •IwwNt•Is.rain,satin r.tlas SAS.-rut la nl.ee.-0,r.,km MtwM-1S17S laassn CH.3 • Identity Guidelines • • • rtr-+11(6[71154 SIM-Fa.+3Smein it M-sss{,ttata<ws i•11 I ■ I I • Which fonts should I use? •Main Content Fonts Fwmna tarty n,IbtattwN»ylStmb 1tao.,talomW•t*tawl Myriad Pro Light I Italic 1 AaRKc1234-AiBbCcf234 Myriad Pro Regular /Italic AaBbCc1234-loRbCct234 Myriad Pro Semibold /Italic AaBbCcl234-Aa8bCc1234 Myriad Pro Bold /Italic AaBbCc1234-AeBbCc1234 •Substitute Fonts Rea.at MAL land-btbl-IUR-ba W luefa.saJ9a+l m,3m ad wab wenwrw Mrt,bRo b.st at.1le. MtM,1st•Is a nth.Imin httab SAS.-art It npn.-40,Ism Mew.-33075 tempt CNea t Identity Guidelines • • • PM w.+13(0)1 ti 54 S6 DO-Far,+33 lop e1S111 K-s..4313wbeaa III II s m • MPA_C ONNECTIViTY_AND_SERVICESAGREEMENT V1 0.docx Page 42 of 42 ACREFLI.'VT 1F./P.AFE-VOB PARKEON INC.,40'tWOSOME DRIVE-UNIT 7,MOORESTOWN NJ 08057,USA PARKEON proprietary and confidential document. PARKEON written consent required priorlo release of any part hereof 1 SERVICE AGREEMENT BETWEEN MIAMI PARKING AUTHORITY AND PARKEON INC.FOR PROVISION OF PAY BY PLATE PARKING METERS de-1AI This Agreement is made and entered into this . day of 0-kwA v(,2014,by and between Parkeon Inc., (hereinafter "Contractor") and The Department of Off-Street Parking d/b/a Miami Parking Authority (hereinafter "MPA"). WITNESSETH WHEREAS,a Request for Proposals("RFP")was issued by Miami Parking Authority for the provision of PAY BY PLATE PARKING METERS and to install a central management system;and WHEREAS,the MPA has determined that the proposal submitted by Contractor qualifies as the best proposal and that Contractor should be awarded the Agreement to provide the requested services;and WHEREAS,the parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions which shall govern the provision of services and goods rendered by Contractor. NOW THEREFORE,for and in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration,the parties hereby agree as follows: SCOPE OF SERVICES.The services to be provided in connection with this Agreement are outlined in Exhibit B of this agreement.Said services shall be provided in accordance with the applicable terms and conditions set forth in the MPA solicitation,and it is understood and agreed among the parties that in the event of a variance between the terms and conditions of this Agreement and any amendment thereto and the terms and conditions contained either in the solicitation document or the Response thereto,the order of precedence shall be as follows:(1)This Agreement; (2)the MPA's solicitation;(3)the Contractor's response. All associated costs and pricing are outlined in Exhibit A of this agreement. Parkeon Services and Level 2 support agreement is outlined in exhibit C All equipment and software shall be fully warranted for a period of two(2)year,with additional option years. The warranty period shall begin upon successful verification testing of the system and Contractor agrees to provide technical support with regard to the system. TERM This Agreement shall not be binding upon the parties until it has been executed first by the Contractor and then by the authorized representatives of the MPA in accordance with applicable ordinances,laws and regulations. The Term of this Agreement shall commence on the date of this agreement and shall remain in effect for a term of five consecutive years ("Initial Term"),unless terminated sooner,in whole or in part,in accordance with the terms of this Agreement. Notwithstanding the foregoing, this Agreement may be extended at the option of the MPA for two(2)additional one(1)year terms("Option Periods")upon written notice provided to Contractor by MPA thirty (30)days prior to the expiration of the Initial Term. COMPENSATION During the term of this Agreement,MPA shall compensate the Contractor in accordance with the Pricing Schedule attached hereto and incorporated herein by reference as Exhibit A.which includes all reimbursable expenses. All other fees reflected on Exhibit A shall be directly invoiced monthly by Contractor to MPA in accordance with the INVOICES section set forth below. INVOICES The Contractor shall submit original invoices for all fees to be invoiced on a monthly basis as reflected on Exhibit A,or copies of original invoices certified as such by the Contractor,on the Contractor's letterhead and in form and substance acceptable by the MPA and with all necessary supporting documentation,to the MPA.The invoice shall Page 1 of 21 describe the services provided,list the price per unit,reflect any applicable terms of payment,and show the contract number to which it relates. Invoices shall be submitted to: The MPA shall use its best efforts to remit payment based on the Contractor's invoice within thirty (30)days after receipt of accurate invoice and approval by the MPA. TAX PAYMENTS Miami Parking Authority is exempt from Federal Excise, State and Local Taxes on all purchases and upon request,will issue tax exemption certificates to the Contractor. TITLE&RISK The title and risk of loss of any goods hereunder shall not pass to the MPA until the MPA actually receives and takes possession of the goods at the point or points of delivery.The Contractor/successful bidder shall assume all liability and responsibility for delivery of such goods in good condition to the MPA. PATENT INDEMNIFICATION The Contractor warrants that any goods/services furnished hereunder do not infringe or violate any patent, trademark,copyright,trade secret,or any other proprietary right of any third party;that it shah defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless the MPA, its officials, employees,agents,successors and assigns,from and against all liabilities,suits,claims,damages,costs or expenses, including without limitation attorney and expert witness fees, for or by reason of any actual or alleged claim the goods/services purchased by MPA hereunder infringe any patent, copyright, or is a violation of trade secret disclosure laws,whether by reason of the Contractor's purchase or otherwise.This indemnification obligation shall survive the expiration or termination of this Agreement. SHIPMENTS Partial shipments may be allowed unless otherwise stated in writing by MPA. The Contractor shall not ship excess quantities without the MPA's prior written approval. ENTIRE AGREEMENT This Agreement constitutes the full and final understanding of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous agreements or understandings,whether written or oral,express or implied,between the parties with respect to the subject matter of the Agreement. STANDARD OF PERFORMANCE All services by the Contractor shall be performed in compliance with the specified requirements, in a manner satisfactory to the MPA, and in accordance with the generally accepted business practices and procedures of the MPA and pursuant to the governing rules,practices and regulations of the industry,based on the type of services performed hereunder. HEADINGS Titles and headings used herein are for the convenience of reference only and shall be disregarded completely in the interpretation and validity of this Agreement or any of its terms. MODIFICATION AND AMENDMENT This Agreement shall be amended or modified only by a written document signed by the parties hereto, in accordance with applicable laws and regulations. Page 2 of 21 RIGHTS IN DATA The Contractor agrees that all reports,studies,plans,models,drawings,specifications,and any other information or data of any type produced under this Agreement,whether or not the same is accepted or rejected by the MPA,shall remain the property of the MPA and shall not be published by the Contractor or any other party without the express prior written consent of the MPA.In implementing the foregoing,the Contractor hereby grants and assigns to the MPA all rights and claims of whatever nature, whether now or hereafter, arising in and to any and all of such reports,studies,plans,models,drawings, specifications,and other information or data and shall cooperate fully with the MPA in any steps the MPA may take to obtain copyrights, trademark or like protections with respect thereto.The signing of this Agreement shall constitute a complete transfer of ownership, intellectual property and copyright of all documents from the Contractor to the MPA upon the Contractor's delivery of such documents and/or information to the MPA or upon completion of the Project,whichever occurs first.The Contractor shall not construe such transfer as a grant for usage nor can the Contractor revoke it. EMPLOYMENT OF MPA WORKERS The Contractor shall not engage, on a full, part-time or any other basis during the term of this Agreement, any professional or technical personnel who are or have been at any time during the term of this Agreement in the employ of the MPA. CONTRACTOR'S PERSONNEL The Contractor certifies that it presently has adequate qualified personnel to perform all services required under this Agreement and that all work performed under this Agreement shall be supervised by the Contractor.Contractor will make its personnel aware of and cause them to comply with the MPA's policies that have been made known to Contractor while performing pursuant to this Agreement.The Contractor further certifies that all of its employees assigned to perform any work hereunder shall have such knowledge and experience as required to perform the duties assigned to them.Any employee of the Contractor who, in the opinion of the MPA,is incompetent,whose conduct becomes detrimental to the work,or whom the MPA deems to be unsatisfactory for any reason,shall immediately be removed from association with the services hereunder per the MPA's request.Upon such request, the Contractor shall use all reasonable efforts to promptly replace such employee(s)with substitute employee(s) having appropriate skills and training.Contractor is responsible for the acts or omissions of its personnel under or relating to this Agreement. The Contractor shall be solely liable and responsible for providing to,or on behalf of, all persons performing work pursuant to this Agreement, all employee compensation and benefits.The MPA shall have no liability or responsibility for the payment of any salaries,wages,unemployment benefits,health,welfare and disability benefits, Federal and local taxes,or other compensation, benefits or taxes for any personnel provided on behalf of the Contractor.In addition,the Contractor shall be solely liable and responsible for any and all workers' compensation benefits to any person as a result of injuries arising from or connected with any work performed by or on behalf of the Contractor pursuant to this Agreement. INDEPENDENT CONTRACTORS Nothing in this Agreement shall be deemed or construed to represent that the Contractor,or any of the Contractor's employees or agents, are the agents,representatives,or employees of the MPA.The Contractor acknowledges that it is an independent contractor over the details and means for performing the services hereunder.Anything in this Agreement which may appear to give the MPA the right to direct the Contractor as to the details of the performance of its obligations hereunder or to exercise a measure of control over the Contractor is solely for purposes of compliance with local, state and federal regulations and means the Contractor will follow the desires of the MPA only as to the intended results of the scope of this Agreement. It is further expressly agreed and understood by the Contractor that neither it nor its employees or agents shall hold itself out contrary to the terms of this paragraph,and the MPA shall not be liable for any representation,act or omission of the Contractor contrary to the provisions hereof. Page 3 of 21 TERMINATION 1.It shall be cause for the immediate termination of this Agreement if, after its execution,the MPA determines that either: a. Tthe Contractor or any of its principals, partners or corporate officers, if a corporation, including the corporation itself, has plead or been found guilty of a criminal violation, whether state or federal, involving,but not Iimited to,governmental sales or purchases,including but not limited to the rigging of bids, price fixing, misappropriation of government funds, or any other collusive and illegal activity pertaining to bidding and governmental contracting;or b. the Contractor subcontracted, assigned, delegated, or transferred its rights, obligations or interests, voluntarily or involuntarily,under this Agreement without the MPA's consent or approval;or c. the Contractor has filed bankruptcy, has been adjudicated bankrupt, become insolvent or made an assignment for the benefit of creditors,or a receiver,or similar officer is appointed to take charge of all or part of the Contractor's assets. 2.Notwithstanding the foregoing or any section herein to the contrary, the Contractor shall not be relieved of - liability to the MPA for damages sustained by the MPA by virtue of any breach of the Agreement by the Contractor, and the MPA may withhold any payments to the Contractor,for the purpose of setoff, until such time as the exact amount of damages due the MPA from the Contractor is determined. 3.The MPA may, in its sole discretion, suspend and/or terminate this Agreement for convenience upon giving 30 business days prior written notice to the Contractor.In the event a purported termination for cause by the MPA is in error,then such termination may,at the MPA's sole discretion,be deemed to be a termination for convenience under this section.In the event of such termination,the Contractor shall be entitled to receive compensation for any work performed in accordance with the Agreement up to the termination date.All goods accepted by MPA or services completed by the Contractor prior to the Termination Date shall be documented and all tangible work documents shall be transferred to the MPA prior to payment for services rendered, and shall become the sole property of the MPA. 4.The Contractor shall not be compensated for any anticipatory profits, or other damages of any description, that have not been earned as of the date of termination. CONFLICT OF INTEREST Neither party shall engage in any conduct or activity in the performance of this Agreement that constitutes a conflict of interest under applicable federal,state or local laws,rules and regulations. The Contractor covenants that it has no public or private interest, and shall not acquire, any interest, directly or indirectly, which would conflict in any manner with the performance required under this Agreement, and the Contractor covenants that no gratuities, in the form of entertainment, gifts, or otherwise,were offered or given by the Contractor or any agent or representative of the Contractor, to any officer, official, agent or employee of the MPA,in an effort to secure the Agreement or favorable treatment with respect to any determinations concerning the performance of the Agreement.The Contractor warrants that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of the MPA as wages, compensation, or gifts in exchange for acting as officer,agent,employee,subcontractor or consultant to the Contractor in connection with any work contemplated or performed relative to this Agreement.For breach or violation of this provision,the MPA shall have the right to recover or withhold the full amount of such gratuities. GENERAL COMPLIANCE WITH LAWS The Contractor certifies that it is qualified or will take steps necessary to qualify to do business in the State of Florida and that it shall take such action as, from time to time, may be necessary to remain so qualified and shall obtain and maintain, at its own expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under this Agreement.Such permits and licenses shall be made available to the MPA,upon request. Page 4 of 21 NON-DISCRIMINATION The Contractor hereby agrees to comply with Title VI and Title VII of the Civil Rights Act of 1964 and all other federal, state or local laws prohibiting discrimination, which provide in whole or in part, that no person shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Agreement or in the Contractor's employment practices on the grounds of handicap and/or disability, age, race, color, religion, sex, national origin, or any other classification protected by Federal, State or statutory law.The Contractor shall, upon request, show proof of such nondiscrimination, and shall post in conspicuous places available to all employees and applicants notices of nondiscrimination.In the event the Contractor fails to comply with the MPA's non-discrimination policy and any and all other laws prohibiting discrimination, this Agreement may be canceled, terminated or suspended in whole or in part by the MPA.The MPA reserves the right to investigate any claims of illegal discrimination by the Contractor and in the event a finding of discrimination is made and upon written notification thereof,the Contractor shall take all necessary steps to cure and rectify such action to the reasonable satisfaction of the MPA.The Contractor's failure or refusal to do so shall be cause for termination of this Agreement in accordance with the terms of this Agreement. EMPLOYMENT OF'ILLEGAL IMMIGRANTS The Contractor hereby certifies to comply with all applicable federal and state laws prohibiting the employment of individuals not legally authorized to work in the United States.Contractor shall not knowingly (i) utilize the services of illegal immigrants;or(ii)utilize the services of any subcontractor who will utilize the services of illegal immigrants in the performance of the contract.In the event the Contractor fails to comply with any and all local, state and federal laws prohibiting the employment of individuals not legally authorized to work in the United States, this agreement may be canceled, terminated or suspended in whole or in part by the MPA, and the Contractor may be prohibited from contracting to supply goods and/or services to the MPA for a period of one(1) year from the date of discovery of the usage of illegal immigrant services in the performance of a contract with the MPA. SEVERABILITY If any terms or provisions of this Agreement are held to be illegal,invalid or unenforceable as a matter of law,such provision shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and continue to be binding and shall not be affected by such provision or by its severance herefrom.Furthermore, in lieu of such unlawful, invalid, or unenforceable provision,the parties may negotiate in good faith to replace such provision with a valid, legal and enforceable provision that most closely approximates the parties'original intent. NO WAIVER OF CONTRACTUAL RIGHT No term or provision of this Agreement,or of any document executed pursuant hereto,shall be held to be waived, modified or deleted unless in writing and executed by the parties hereto.No delay or failure of the MPA to enforce any right or provision of this Agreement or in any document executed pursuant hereto shall operate as a waiver or relinquishment of the MPA's right to subsequently enforce and compel strict compliance with such provision or any other provision herein or in any document related hereto and specifically identified as a waiver of any succeeding breach thereto or of any other provision herein contained. ORGANIZATION STATUS AND AUTHORITY The Contractor represents and warrants that it is a corporation,limited liability company,partnership,or other entity duly organized,validly existing and in good standing under the laws of the state of Delaware and doing business in the State of Florida;it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. The execution, delivery and performance of this Agreement by the Contractor has been duly authorized by all requisite action and will not violate any provision of law, any order of any court or other agency of government, the organizational documents of the Contractor,any provision of any indenture, agreement or other instrument to which the Contractor is a party, or by which the Contractor's respective properties or assets are bound,in conflict with,result in a breach of,or constitute Page 5 of 21 (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets. Each person executing this Agreement represents that:he/she is lawfully authorized to sign the Agreement on behalf of the party he/she represents and execution of the Agreement was duly and regularly authorized by the party's governing body. WARRANTY The Contractor warrants to the MPA that all goods/work shall be free from defects in design and faulty or improper workmanship and shall be in strict compliance with the terms of this Agreement.This warranty shall be effective for a period of not less than one year from the date of acceptance by the MPA of such goods and/or services as satisfactorily complete,and shall be in addition to all other warranties,express,implied or statutory.The warranty shall survive the termination or expiration of this Agreement. RECORDS AND AUDITS The Contractor shall make and keep as the same accrue,full and complete books,documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with generally accepted accounting principles.The Contractor shall retain such records, and shall make same available to the MPA,upon reasonable request,during the term of this Agreement,and for a minimum period of three(3)full years after completion of the contract obligations or from the date of final payment under this Agreement,whichever is later.In the event any litigation,claim or audit is instituted prior to the expiration of the required three-year retention period,such records shall be retained until such litigation, claim or audit finding has been resolved.Copies of said records shall be furnished to the MPA upon request. Upon reasonable notice, the Contractor shall permit the MPA, any other governmental entity,any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor's offices,during regular business hours,to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor.Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Contractor acknowledges and agrees that such documents and records may be available for public view, copy and inspection pursuant to Chapter 119,Florida Statutes. DISPUTE RESOLUTION In the event of any dispute(s), controversy, or claim arising out of or relating to this Agreement or the breach thereof, the parties agree that they shall first use their best efforts in an attempt to settle the dispute through negotiations involving themselves or their representatives as they each deem appropriate. FORCE MAJEURE The Contractor shall not be deemed in default hereunder, nor shall the Contractor be responsible for any delay, interruption,, or cessation in the performance of its obligations under this Agreement where such failure of performance is the result of any force majeure event, including, but not limited to, acts of God, riots,wars,strikes, epidemics,acts,governmental authorities or acts of nature or other similar cause beyond its control. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,legal representatives,successors and assigns. NOTICES Page 6 of 21 All notices and other communications required or permitted to be given hereunder shall be written and hand delivered with signed receipt; delivered by facsimile; delivered by a nationally recognized overnight courier; or mailed via certified U.S. mail, postage prepaid and return receipt requested.All notices shall be deemed received and effectively given as follows:(i) if by hand delivery, on the date of delivery; (ii) if by fax, on the day the fax transmission is received at the receiving location and receipt is telephonically confirmed by the sender; (iii) if by delivery via U.S.mail,on the date of receipt appearing on a return receipt card;or(iv)if by overnight courier,on the date receipt is confirmed by such courier service,All notices must be addressed to the respective party at the following addresses or to such other person or address as either party may designate in writing and deliver as provided herein: To the CONTRACTOR:Parkeon, 40 Twosome Drive, Suite 7, Moorestown,NJ 08057; Attn: Jim Dufon;Phone: 856.234.8000;Fax:856.234.7178 COOPERATIVE AGREEMENT The Contractor agrees that this contract may be extended to any jurisdiction within the United States to purchase at contract prices in accordance with contract terms. Any jurisdiction using such contract may place its own order(s)directly with the Contractor. Miami Parking Authority acts only as its own Contracting Agent and is not responsible for placement of orders,payment or discrepancies of the participating jurisdictions. It is the Contractor's responsibility to notify the jurisdictions of the availability of the contract. NUMBER AND GENDER Unless the context requires otherwise, (i) use of a specific gender imports the other gender(s); and (ii) use of the singular imports the plural and vice versa. SURVIVAL The parties hereto acknowledge that provisions that require or contemplate performance or observance after expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and continue in full force and effect. DRAFTER This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by both parties such that any ambiguities in this Agreement shall not be construed against either party. COUNTERPARTS This Agreement may be signed in multiple counterparts and/or counterpart signature pages, each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument.Signed signature pages may be transmitted by facsimile, and any such signature shall have the same legal effect as an original. GOVERNING LAW,JURISDICTION AND VENUE The terms and conditions of this Agreement shall be construed in accordance with and governed by the laws of the State of Florida,Miami-Dade County,Florida.All actions,whether sounding in contract or in tort,relating to the validity,construction,interpretation and enforcement of this Agreement shall be instituted and litigated in the courts of the State of Florida, without regard to conflicts of laws principles.In accordance herewith, the parties to this Agreement submit to the jurisdiction of the courts of the State of Florida. Page 7 of 21 INDEMNIFICATION a. Contractor shall defend, indemnify and hold harmless MPA and the City of Miami, and their respective officers, directors, employees, agents, servants, successors, assigns and subsidiaries (collectively "the Indemnified Parties"), from and against any and all losses and liabilities,data breaches as a result of the actions or inactions of the Contractor,damages, penalties, fines, forfeitures, demands, claims, causes of action, suits, costs and expenses incidental thereto(including cost of defense and attorney's fees),which any of the Indemnified Parties may hereafter incur,be responsible for,or pay as a result of any and all liabilities associated with(i)the use; (ii)the performance or non-performance of this Agreement. Contractor, however, is not responsible for consequential damages, including revenue loss ; or (iii) Contractor's failure to comply with any of the provisions contained herein, or to conform to statutes, ordinances,or other regulations or requirements of any governmental authority, federal or state,in connection with the performance of this Agreement.In case Contractor shall be made a party to any litigation commenced against MPA,then Contractor shall protect and hold the Indemnified Parties harmless and shall pay all costs,expenses,and reasonable attorney's fees incurred or paid by MPA or the City in connection with such litigation and any appeal thereof.The provisions of this paragraph shall survive the termination of this Agreement. b. Contractor assumes all liability, and agrees to indemnify, in accordance with statutory limits for a governmental agency(subject to any and all applicable Federal,State or local laws regarding same,)defend and hold harmless the Indemnified Parties for any and all claims,liabilities,costs and damages arising from Assumed Risks. "Assumed Risks" is any personal injury and any loss or damage (whether by theft or otherwise) and including, without limitation to: (i) damage or injuries occasioned by mechanical failure . This section shall not, in any manner, alter or waive the Indemnified Parties' and/or MPA's sovereign immunity or extend the MPA's or the Indemnified Parties'liability beyond the limits established in Section 768.28,Florida Statutes. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE PROVISION OF PAY BY PLATE PARKING METERS I.Commercial General Liability(Primary and Non Contributory) A.Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence$ 1,000,000 General Aggregate Limit$2,000,000 Products/Completed Operations$ 1,000,000 Personal and Advertising Injury$ 1,000,000 B.Endorsements Required City of Miami&MPA listed as an additional insured B.Endorsements Required City of Miami&MPA included as an Additional Insured III.Worker's Compensation A.Limits of Liability Statutory-State of Florida Waiver of subrogation IV.Employer's Liability L. A.Limits of Liability $1,000,000 for bodily injury caused by an accident,each accident. Page 8 of 21. $1,000,000 for bodily injury caused by disease,each employee $1,000,000 for bodily injury caused by disease,policy limit V.Umbrella Policy(Excess Follow Form) A.Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence$2,000,000 Aggregate$2,000,000 B.Endorsements Required City of Miami&MPA listed as an additional insured The above policies shall provide the MPAwith written notice of cancellation or material change from the insurer not less than(30)days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than"A"as to management,and no less than"Class V"as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE:MPA RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Successful Proposer of his liability and obligation under this section or under any other section of this Agreement. The Successful Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period;including any and all option terms that may be granted to the Successful Proposer. --If insurance certificates are scheduled to expire during the contractual period,the Successful Proposer(s) shall be responsible for submitting new or renewed insurance certificates to the MPA at a minimum of ten(10)calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period,the MPA shall: A) Suspend the Contract until such time as the new or renewed certificates are received by the MPA in the manner prescribed in the RFP. B)The MPA may,at its sole discretion,terminate the Contract for cause and seek re-procurement damages from the Successful Proposer in conjunction with the violation of the terms and conditions of the Contract. ATTORNEY'S FEES • If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement,each party will be responsible for their own attorney's fees. Page 9 of 21 IN WITNESS WHEREOF, the parties, by and through their duly authorized representatives, have executed this Agreement,effective as of the day and year first above written. MIAMI PA• ( NG AUTHORITY PARKEON INC By: I By: " Name: MOM t Name: Oc, av� Title: `1'(,_, Title: e-Pf25,C,.tn Page 10 of 21 Exhibit A Cost and Pricing - �ap iial!COStS"S3 � ��g x lei�t� �jv.���tr �t � �'t�Y�°""�.;,�$w �K �rx G' i�-f,.� ..�,��k����''�»� +YF�!it +e�"t; 'Y t?_.dT-t�.�.€�Y�: -�Y.`. _ Si'£�.��,��?rwa.,...s.,s:�.�.�.. x�F'1:�: 3�-_...� s3.-¢.���..G�e;:.c.rb��"ar k:b'sL�rt.'��ti..e�Ci .��.s«.�� tom:`Y #of units Unit Price Total Multi Space 300400 $4375 $1,312,500 based on 300 units ngo ni u`j.mn an ga d Qp reff"g a li7,c.7 i f iK , tr t ft. i i wcI - t `'R , i s `t �inY�.:aav�eY.stlt.0 �.,a �vn�.,x{4�+,siv�,+,....:,.7e�..y.F��c�.ti.r..�-�,.)�u_�Y.�...�.s�..i_,.-.,,��C�� �i -�.,,�: Monthly/Annual Fees Per Additional Annual Cost' Total Cost•Please use 100,000 annual Transaction Monthly Fees transactions for estimate Gateway Fees $0 $17/meter $61,200 ($17*300 meters*12 months) Processing Fees $0 $17/meter $61,200 ($17'300 meters*12 months) Communication Fees $0 $5/meter $18,000 Communication Provider. AT&T ($5•300 meters*12 months) Annual Cost On-Call/Hrly Cost per Add, User Annual Software Agreement $0 $0 $0 After Hours Annual Cost "Please assume Operations&Maintenance Support Support Is phone-based following the complexion of on-site Training and implementation On-Call Operations&Maintenance Support" $0 $0 mo x. . w .•'a ss^r t. [ .°�4 r °`'+'4 I ' Shipping $0(included in unit price) spare parts See attached spare parts price list Please list on a separate sheet of part and unit costs. Training $0(included in unit price) Marketing $0 Other Pay Station Removal: $275 for each pay station removed and not replaced with a new Parkeon unit �"r�..! F 4..-ti 5 !a� ��s � i E.•r�ia dear lro exiaunGmaclunes i r'��'c N :f� <<�tt S31 a:mv r i gliK .F t€��s�._.� , � At i tt, ,t .�,79� r-. r.�r�.xaz,.•sf it of units Unit Price Total Parkeon-DG Model 29 $50 $1450 Parkeon-Strada BNA 335 $425 $142,375 Parkeon-Strada Transfer 77 $425 $32,725 Parkeon-Stelio 181 $50 $9,050 MacKay-Guardian,Multi Elite 21 $50 $1,050 Page 11 of 21 se PARKEDfl Strada Transfer Recommended Spares List r �t� ��� kr *t r r' l a 3 '1i r 4 y a1 u A9 µ. Q 'emsna�� ti z� "'rr ('; y�°et , . ,:� , `§ `� MProeu�romen ( se�tsP Ff t,,,,',l).,!,'„` bs$.0.4:..01.-.74-44.1,`. '°.c# ,;( T * ;`• 121!Priec. '# 201adi 0000.cglk#401101) ELP1000009195 Main Board-NEOPS $1,768 $1,414 MEC1000018070 Upper front titled with enhanced keyboard(for 7"display) $499 $399 MEC1000019038 T screen module guard glass $91 $73 ELM1000019264 7"color screen module $971 $777 400770311 4A Slow Blow Fuse(Peck of 10) $0 $7 ELM 1000008737 Thermal Printer $1018 $614 SVT CAS 46 Programmed Coin Selector(-05,:10,25,1_00) $803 $714 ELM1000001431 NEOPS Datapack $117 $94 404304570 EPSUM M900 Card Reader(no magnetic strip kit) $972 $776 404304511 EPSUM M900 Magnetic Strip Kit $261 $209 CAR1000016441 3G Modem $878 $702 CAT1000018056 3G Modem Antenna $68 $54 404001714 Relay board $77 $62 125277 Escrow $240 5192 143430 Equipped Rack , $797 $638 PtM SDA xxxxxxx Upper Door Lock(ball type)without key $151 $121 SVT CAS 18 Upper Door Key $56 $46 MEC10 0 001 24 32 Lower Door Lock Square $45 $36 135078 Square Key $27 $22 MEC1000006542 Ticket Bowl with Antistatic Brush 8 e-lock interface $175 $140 '120341 Ticket Bowl Flap $22 $18 135410 Coin Bowl $62 $50 135493 Coin Bowl Flap $23 $18 404002394 Solar Charger Board $130 $104 CAR1000018359 Three-channel charger board for extended solar power $130 $104 ELM1000017902 Integrated Solar Module-16,5 Watts 51,048 5638 404402613 Cable for Solar Power Supply $45 $36 ELP1000010525 Connector board for extended keyboard $152 $122 Consumables ' 4,�, , ' s< _ < k j Price l(Purcnased At TIrOe of (. ; °t i, Meter Procurement(repreaents. Reference*,? ti ga Description g - ;)- ,, ,',': -':,:','::;Lief.Pflce_ ,ii=VioVidiiciuilt off not price) MEC1000005081 Coin Canister(Transfer model) $265 $212 Custom keyboard label Quoted upon request Quoted upon request Page 12 of 21 Additional Product Options All below prices including shipping. Installation services to be quoted individually. Product Quantity Price StradaPAL Transfer 300 or more $4375 100 to 299 $4813 50 to 99 $5295 1 to 49 $5825 StradaPAL Rapide 300 or more $4900 100 to 299 $5390 50 to 99 $5929 1 to 49 $6522 StradaPAL BNA 300 or more $7840 100 to 299 $8230 50 to 99 $8640 1 to 49 $9075 Strada Transfer 300 or more $4175 100 to 299 $4613 50 to 99 $5095 1 to 49 $5625 Strada Rapide 300 or more $4700 100 to 299 $5190 50 to 99 $5729 I to 49 $6322 Strada BNA 300 or more $7640 100 to 299 $8030 50 to 99 $8440 I to 49 $8875 Page 13 of 21 myParkfolio Back-Office System Number of machines Configuration Price 250 or more Pay by Plate or Pay by Space $39/meter/month Pay&Display $39/meter/month 100 to 249 Pay by Plate or Pay by Space $45/meter/month Pay&Display $42/meter/month 50 to 99 Pay by Plate or Pay by Space $52/meter/month Pay&Display $45/meter/month 49 or less Pay by Plate or Pay by Space $57/meter/month Pay&Display $45/meter/month Extend by Text Service The Parkeon Extend by Text Service includes two parts: I. Notification by text to the end user that their parking time is expiring. There is not additional charge for this service. 2. Time extension by text. There is a$0.25 per transaction fee for this service. The end user will be charged this per transaction fee on his/her credit card. The charge will appear in the bank of MPA. Parkeon will invoice MPA for these transaction fees on a monthly basis. Page 14 of 21 Exhibit B Scope of Services PROVISION OF PAY BY PLATE PARKING METERS: MPA desires a system with features and functionalities including,but not limited to: •Accept payment by coin,credit card,debit card,smart card and have an option to upgrade to chip-based credit cards or NFC technology. •The ability to integrate with mobile payment applications such as pay by phone or smart phone applications for enforcement and reporting. •Meters that operate without cabling for power or communication,and without ancillary infrastructure. •Capable of operating in a stand-alone mode in the event the network environment temporarily fails,until the network environment is restored •All card readers integrated into the meter mechanism itself or explain how reader is secured with the meter housing •All meter products must be Payment Application-Data Security Service(PA-DSS)compliant and all service providers must be Payment Card Industry—Data Security Service(PCI-DSS) •Scope of work will include the removal of approximately 675 Pay and Display machines.Vendor will detail credits provided for these if applicable. •Preference(extra points)will be granted to firms which can demonstrate and outline their use of local distributors for parts and maintenance of equipment. MULTI-SPACE METER SPECIFICATIONS The Pay by Plate multi-space parking meters shall have the following primary features: 2.0.2.1 At a minimum,all meters shall be capable of accepting payment via coins,credit cards,and debit cards. Credit card types accepted by the meters shall include Visa,MasterCard,American Express,and Discover. 2.0.2.2 Key panel with intuitive payment navigation.Please describe your machines' key panels and payment steps, and provide images showing each step of processing each payment type.2.0.2.3 Meters shall be wirelessly networked via cellular network and connected to a centralized SaaS management system.Utilize wireless technology for 2-way communications with the parking meters to monitor payments,status and usage while also providing remote diagnostics and the ability to change settings remotely(e.g.,pricing or out of service notifications).Alternative wireless communication solutions may be considered at the sole discretion of the MPA. 2.0.2.4 System must be compatible with cellular vendors such as ATT,Sprint and T Mobile. 2.0.2.5 All meters shall generate real-time alarms and status reports for maintenance needs,reporting by text messages,and/or e-mails to staff resources designated by MPA. 2.0.2.6 Meter displays shall alert parkers when the machine is out of order or in a mode that is coin only or credit card only. 2.0.2.7 Meter displays shall use LCD or LED technology.Displays shall also include backlighting for night viewing capability.All graphics and text on displays shall be clearly visible in all ambient lighting conditions including the entire range between direct sunlight and complete darkness. 2.0.2.8 Meter shall support pay-by-cell phone payment technology.Pay-by-cell technology shall include the ability to extend time through cell phone communication.Pay-by-cell technology shall include the provision of smart phone applications. 2.0.2.9 Meter shall be future compatible with smart phone applications that provide general information about MPA's parking system and/or real-time parking availability. 2.0.2.10 Meter shall be compatible with future implementations or pilot studies of on-street parking sensor technology. 2.0.2.11 All field equipment and components shall be fully protected from the ambient environment.Operation of the equipment shall not be effected in any way by normal weather conditions experienced in Miami.At a minimum, operation of the equipment shall not be effected in any way by the conditions listed below: a)Ambient Temperatures:-10°F to 120°F(with addition of solar loading) b)Humidity: 0%to 95%(non-condensing) c)Rain:Blowing rain with 80 mph gusts d)Dust:Blowing dust and fine sand 2.0.12 Meters shall provide the ability to cancel any transaction without penalty at any point prior to completing the transaction. Page 15 of 21 2.0.13 In the event of a malfunction to the coin acceptor,the meter automatically reverts to credit card only functionality.The functional state of the meter shall be prominently noted on the meter displays. 2.0.14 The wireless based back end management system should enable the control of the meter mechanisms from the central office to enable quick and effective monitoring of maintenance status and changing of data related mechanism,the replaced unit,and the replacement unit. 2.0.15 The management system shall have the capability to track audit amounts by mechanism,route,and any other selected meter configuration. 2.0.16 System shall provide login capability and access to the management system via the internet. 2.0.17 Accept credit and debit card payments. 2.0.18 Accept coin payment. 2.0.19 Operate in Pay-by-Plate mode. 2.0.20 Include a standard solar panel for charging and maintaining battery power. 2.0.21 Provide real-time maintenance status updates. 2.0.22 Provide enhanced enforcement communications with smartphone devices. 2.0.23 Allow for variable rate structures or the ability to conveniently and remotely change rates by MPA. 2.0.24 Allow for variable time-limits and time enforcement structures,including the ability for MPA to conveniently and remotely set special event time structures. 2.0.25 Ability to communicate changing rate structures at the multi-space meter. 2.0.26 Multi-space meter shall have separate compartments and keys for collection and maintenance functions. 2.0.27 Multi-space meters shall have separate key for cash box. 2.0.28 Multi-space meter coin collection box shall be theft deterrent,made of durable metal construction,and compatible with Owner's existing operations. 2.0.29 Multi-space meter frame shall be durable and capable of deterring theft. 2.0.30 Contractor shall provide samples of signage that are mounted on,or adjacent to pay station that directs the public to pay at pay station. 2.0.31 Ticket roll capacity should be 4500 tickets or more. 2.0.32 Software must be able to recognize the difference between the letter 0 and the number 0 i.e.,I and 1,S and 5. 2.0.33 Contractor shall be responsible for the initial start-up of multi-space parking meters. 2.0.3 OPERATION AND RATES The following rate and operating characteristics shall apply to all meter mechanisms purchased. 2.0.3.1 FIXED RATE—same rate all day,for select/every day(s)of the week.Meters can be remotely programmed for holidays,special events,or other rate changes via the web-based management system and shall not require MPA staff to interface directly with the meters to accomplish such a rate update. 2.0.3.2 MULTIPLE-RATES--varied rates throughout the day,a minimum of six(6)times.This can include Tow- Away,No Parking,or Free Parking options,in addition to hourly parking rates for normal metering time.Meters can be remotely programmed for holidays,special events,or other rate changes via the web-based management system and shall not require MPA staff to interface with each individual meter to accomplish such a rate update. 2.0.3.3 PRE-PAY---allow a motorist to pay for parking prior to the beginning of enforcement hours,up to the maximum stay period.However,metered time will only begin at beginning of enforcement hours.For example,a 2 hour meter can be fully paid prior to the beginning of enforcement at 8AM.In such an example,metered time would only begin at 8AM and expire at 10AM. 2.0.3.4 TOW-AWAY—meters can be programmed to enforce defined tow-away zones.During the tow-away period,the meters will not accept credit card payment and no time will be given for coins.The meters shall be capable of displaying"Tow-Away;Do Not Park"on the display screen.In such a configuration,motorists will only be able to pay for time up to the beginning of the tow-away period.Changes to this feature can be remotely programmed via the web-based management system and shall not require MPA staff to interface directly with each individual meter to accomplish such a rate update. 2.0.3.5 EVENT PARKING—meters can be programmed to accept event parking rates,such that flat rate payment shall enable the vehicle to park for a pre-determined amount of time.For example,$10 for an event,such that the rate begins at 7am and the$10 results in the meter being paid for the duration of the event. 2.0.3.6 Changes/updates to all rate structures,maximum stay(time limits),available payment methods,and hours of meter operations shall also be managed and updated via a SaaS management system,providing remote management capability. 2.0.3.7 ABILITY TO ADD TIME—if a parker uses pay by cell as the payment option.The pay by cell transaction must have the ability to send the transaction expiry time directly to the meter in real-time.The cost of this Page 16 of 21 functionality must be highlighted in the pricing proposal.The MPA desires the ability for the user to receive a text message or other notification when the payment transaction is made at the machine and time is about to expire.It must also have the capability to add additional time at the same or higher rate. 2.0.4 GRAPHICAL DISPLAY 2.0.4.1 All meter displays shall be remotely programmable via web-based meter management system,such that the meter staff is not required to be present at the meter for changes to be made. 2.0,4.2 For increased visibility in low-light conditions,the display shall be backlit.Backlight shall be enabled automatically via light sensitivity and shall require no additional settings to be adjusted.Additionally,backlight shall only be enabled during a transaction in order to conserve battery power. 2.0.4.3 Displays and solar panels shall be protected by a UV resistant(non-yellowing)material. 2.0.4.4 In the event of a coin jam or other coin acceptor malfunction,meter shall continue to allow payment via the credit card slot with the aforementioned payment options including pay by cell and smart phone apps(where applicable).During such a malfunction,the meter shall display"Cards only,No Coins"on the display.In such an event,the meter shall wirelessly notify maintenance staff of the location and type of malfunction via email,text message,or both. 2.0.4.5 In the event of a card reader malfunction,meter shall continue to allow payment via coins/tokens.During such a malfunction,meter shall display"Coins only,No Cards"on the display.In such an event,the meter shall wirelessly notify maintenance staff of the location and type of malfunction via email,text message,or both. 2.0.4.6 In the event that both a coin acceptor malfunction and card reader malfunction are present,the meter shall display"Out of Order".In such an event,the meter shall wirelessly notify maintenance staff of the location and type of malfunction via email,text message,or both. 2.0.4.7 All messages shall be remotely updated and programmed via web-based management system. 2.0.4.8 Meters must have color screen capable of displaying advertisements,messages and other services. 2.0.5 COIN VALIDATION 2.0.5.1 All equipment shall be fully electronic with solid state components and straight down,free-fall coin chute. Multi-space meters shall be able to recognize and give time for both coins and/or custom token.Standard coin recognition shall include,but is not limited to,US denominations of$0.05,$0.10,$0.25 and$1.00 coins.The validator may also be reprogrammed remotely as new coins/tokens are implemented as part of the payment options provided by the MPA. 2.0.5.2 The coin validator(also referred to as"coin acceptor")shall detect metallic as well as non-metallic jams. Jam clearance shall be accomplished without special tools or disassembly of the meter.The coin validator shall be a removable component for the purposes of clearing coin or other types of coin validator jams.Coins passing through the mechanism shall be deposited into the coin box in the meter vault when the mechanism is properly installed in the upper housing. 2.0.6 POWER 2.0.6.1 Multi-space meters shall be equipped with an integrated solar panel recharge system with no hard wire connection required.In multi-space meters,the solar panel will be integrated within the primary frame of the unit. No external or elevated solar panels are desired.Contractor shall specify the number of solar panels on meters and specify how equipment meter is made to minimize vandalism. 2.0.6.2 Battery equipment shall be rechargeable/back-up battery packs to provide ongoing power during low light conditions.Battery packs shall have a minimum life capability of 24-36 months without replacement(depending on climate and wireless features enabled).All rechargeable batteries shall be capable of being recharged manually. 2.0.6.3 All equipment shall use solar panel and combination rechargeable/back-up battery pack to provide ongoing and backup power.All rechargeable batteries shall have the capability to be manually recharged. 2.0.6.4 All meters shall be compatible with traditional alkaline and rechargeable batteries.2.0.6.5 All meters shall have extended battery life capabilities(minimum 12 months before replacement) 2.06.6 All meters shall retain at least one full year's data during a power failure or battery removal. 2.0.6.7 The battery must be replaceable without the use of tools for all meters. 2.0.6.8 All meters shall have the ability to have separate access for battery replacement for rechargeable and non- rechargeable batteries. 2.0.7 CREDIT CARD PAYMENT Page 17 of 21 2.0.7.1 Payment applications and devices accepting credit card payments shall be PA-DSS validated according to the latest version in effect at the time of Contract Award and shall be upgradable to maintain current standards throughout the life of the system. 2.07.2 No equipment,components,applications,means,or methods used by the Contractor during the implementation of the system shall compromise the system's PA-DSS validation or prevent the MPA from satisfactorily passing an audit of PCI compliance. 2.0.7.3 No application shall implement any changes to the Operating System that can potentially jeopardize PCI Compliance. 2.0.7.4 Payment with a credit card shall utilize a hybrid card reader built into multi-space meter.The hybrid card readers shall allow for use of both magnetic stripe credit card and smart card or chip card.Users shall insert(chip card)or insert/remove(credit card)the card to start the payment process.Users shall then have the ability to toggle up or down to select the amount of time to be purchased,up to the maximum and down to the minimum metered time.Users shall then select"OK"to purchase,or can press"CANCEL"to stop the transaction.Contractor shall explain transaction process if different than described above.Differences may be considered at the sole discretion of the MPA. 2.07.5 The Contractor shall provide a minimum of two(2)options for secure gateway service for secure(encrypted) credit card data transmission to MPA's merchant account provider.Credit card data transmission shall be in compliance with current PCI-DSS.If applicable,contractor shall provide evidence of PCI-DSS Level 1 certification.Fees shall be detailed in the proposal. 2.0.7.6 Keypad shall be utilized to eliminate any moving parts associated with the user interface for card payment, Alternative keypad types may be considered at the sole discretion of the MPA.All keypads shall be modular to all meters for in-field replacement if necessary. 2.0.7.7 The card slot shall be functional in all weather,including rain,and shall not be disabled by water or other liquid. 2.0.7.8 Meter shall adjust the amount of time purchased by the user based on selections at the meter interface, adjusting the value selected with credit card and showing the equivalent time purchased on the meter interface. 2.0.7.9 The customer shall be able to cancel any transaction without penalty prior to accepting the transaction. 2.0.8 WIRELESS DATA and MANAGEMENT SYSTEM CAPABILITIES 2.0.8.1 Multi-space meter shall be individually capable of transmitting wireless data(no hardwire connection required)for the purposes of payment card processing,coin transactions,updates to the operating features and rate configuration of the meter,as well as fault notification.The wireless capability shall be integral to the meter mechanism design and shall not require a secondary connection to a wireless device. 2.0.8.2 System shall remotely communicate with all devices in real-time for a general broadcast of information or software update or an ability to communicate to a single device to upload information or software.Broadcasting information such as rate changes or time increment changes shall be in real-time to all field devices. 2.0.8.3 System shall be capable of generating alarms for any user selectable event type.Alarm Hierarchy shall be completely configurable so that the MPA can adjust priority of alarms,audible tones,where the alarms are sent,etc. Initial Alarm Hierarchy shall be coordinated with MPA during implementation. 2.0.8.4 Management system shall be completely web-based system accessible via desktop computer,laptop computer,or Windows,Android or iOS mobile devices to authorized personnel.It is desired that no additional software other than an internet browser shall be required for management to access and fully use in conjunction with the meter products.The system should support the current Internet Explorer,FireFox and Chrome.Additionally,the vendor must commit to supporting new versions of each browser,and ancillary components like Java,within 90 days of their respective version updates.This shall provide access to the meter management system from authorized user 24/7 over the web.Vendor shall list all data equipment necessary to operate software system including desktops,laptops,handheld devices,and any necessary server requirements which the MPA would need to have available or provide at the time of install.Vendor should describe the licensing model and identify all costs associated with using the system.This includes per user licensing,technical support,per device costs or any other one time or recurring fees. 2.0.8.5 Management system shall provide role-based access control using the principle of least privilege for all system functions including system administration and security administration. 2.0.8.6 Management system shall provide a variety of reports to include financial,technical,and administrative functions via a single web-portal.Reports shall include,but are not limited to: a)Credit card reconciliation(daily,weekly,monthly,annually) b)Cash collection reports(by date,time,pole,amount collected and collector) Page 18 of 21 c)Meter must print a receipt showing meter number,location,and coin collection quantity after each collection d)Revenue Summary reports(daily,weekly,monthly,annually,by zone,route,street or pole) e)Coin box level(%full) f)Individual transactions(cash or credit)by pole g)GPS location of meters on a map with statistical mouse-over feature h)Ability to change text on LCD remotely i)Adjudication Reports j)Ability to change rates and other operating parameters remotely via the internet k)Meter uptime(over time,by zone,street,and pole) 1)Maintenance software for logging Service requirements over time m)Meter paid occupancy reports(if applicable) n)Accumulative totals of all cash and card transactions o)Exception reports for units not performing as required(communications or payment faults) p)Access to Help materials and User Manuals shall be available on-line 2.0.8.7 Management system shall have the ability to export all query results to multiple formats including comma- separated-value,Microsoft Excel©,Microsoft Access©,Adobe Acrobat(.PDF), 2.0.8.8 Management system will provide an API or other interface for MPA to programmatically transfer report data to MPA for data analysis or real time display on the MPA website.The API should also allow MPA applications to query the system to determine tag status(Paid,Not Paid,Expiration Time...) 2.0.8.9 The Contractor shall install and configure all application software and firmware required by the system with all software licenses registered to MPA. 2.0.8.10 Automatically detect and report fault conditions through the management system-The system shall perform a self-check on a routine basis and provide notification for fault conditions and equipment failure. 2.0.8.11 Remote monitoring of multi-space meters. 2.0.8.12 The system shall correctly process parking fees during a transition: •from daylight savings time to standard time,and vice versa •at the beginning of March during leap years(e.g.,when there is a February 29th) •from one rate to another 2.0.8.13 To the greatest extent possible,industry standard software packages shall be utilized.Each such software package shall be identified in the Contractor's Proposal.The Contractor's Proposal shall state the purpose of the software package,where it will be used,and how it will be used.If one software package is required to interface with another software package,the interface shall be documented and supported by flowcharts or block diagrams as appropriate.The Contractor shall advise if the software used in the system will be customized or"off the shelf' software,and shall describe the method of obtaining further software updates or modifications. 2.0.8.14 Application software shall have been designed for use in parking meter systems,and shall be written in a standard,industry-accepted computer language such as Java,C++,Visual Basic,etc.The Contractor shall identify the version of software that will be used in their Proposal. 2.09 TRAINING,IMPLEMENTATION,MARKETING&ONGOING SUPPORT 2.0.9.1.The Contractor(s)shall provide training necessary for staff to use any parking meter and parking meter management software used in the implementation and subsequent defined use period(based on outright purchase or financing/leasing of meters). 2.0.9.2.The Contractor(s)shalt provide training necessary for staff to maintain and operate parking meter technology after implementation(based on outright purchase or financing/leasing of meters). 2.0.9.3.The Contractor shall provide training necessary for staff to utilize the wireless communication system to communicate with the parking meters used in the implementation. 2.0.9.4.The Contractor shall provide training on an individual basis or in a group setting as approved by MPA for the operation and maintenance of the parking meters.Vendor must provide a training program for technicians and staff responsible for: a.Installation,start up,and maintenance/repair of the units. b.Coin collection. c.Programming rates,valid parking times,etc.;through the management software. d.Monitoring the equipment,generating reports and internal auditing. e.Date file collection,credit card file downloading and processing,set up and maintenance of user account passwords,etc. f.The vendor will provide detailed documentation on the use of the API identified in section 2.0.8.8 above. Page 19 of 21 2.0.9.5.The Offeror shall provide a thorough outline of the training content and provide training schedule for both software and hardware.The schedule shall include periodic refresher training(continual education),included but not limited to,emphasis on particular areas of MPA's choice and upgrades of software and/or hardware. 2.0.9.6.The Contractor(s)shall provide a minimum of forty(40)hours of training at a designated MPA facility for designated MPA employees.The vendor shall provide additional training as requested at prevailing rates throughout the length of the Contract. 2.0.9.7.The Contractor(s)shall provide ten(10)copies of the operating manual in English for installation, maintenance,and use(complete with wiring diagrams and specifications)are to be provided at the time the units are delivered. 2.0.9.8.The Contractor(s)shall maintain or assist in the maintenance of the meters during the first 120 days of the implementation to ensure that all meters are in good working order and can accept coin and credit/debit payments used throughout the initial period. 2.0.9.9.Offerors shall provide warranty information for parking equipment,equal to or exceeding one year from installation. 2.0.9.10.The Contractor(s)shall provide assistance with initial marketing and education of new equipment, including materials,business outreach,and initial implementation outreach for users. 2.0.9.11.The Contractor(s)shall include a marketing or campaign plan that shall provide the public with a smooth transition to the new parking meter equipment.The marketing or campaign plan is subject to approval from MPA and shall include: a.Pamphlet information on"How to"use the parking meters. b.Advertising and promotional materials advertising the launch date. c.Survey forms allowing customers to give direct feedback to the MPA d.The MPA will specify color,logos and printed instructions after selection of Contractor(s). 2.0.9.12.Offeror shall provide a point of contact that is able to be reached Monday through Friday during normal operating hours(8 am to 6 pm),Eastern Time. 2.0.9.13.Offeror shall also provide a point of contact for after hour requests.(6pm-Sam) 2.0.9.14.Offeror shall return phone calls the same day should MPA need immediate assistance. 2.0.9.15.Offeror shall provide detailed scheduled maintenance guidelines and instructions to ensure that MPA is maintaining the equipment as required to ensure optimal performance.Offeror shall be willing to train MPA's maintenance technician(s)that will be responsible for maintaining the pay stations.The training shall encompass all operational aspects of the pay stations. 2.0.9.16.The Offeror guarantees,for a period of two(2)years from the date of installation to repair and/or replace any part or modular component determined to be defective in material or workmanship under normal use and service at no additional cost to MPA.The Offeror shall also provide MPA with any new software releases for a period of two(2)years at no charge. 2.0.9.17.The Offeror must have a local office that can respond to any escalated service issues within four(4) business hours.In addition,the Offeror must be able to stock parts and provide repairs to parts at the local office. 2.0.9.18 Vendor must describe what data is collected and stored,how it is used and if and under what circumstance it is transferred to third parties. 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(0 CD o O C "+ n j In o t N CD CL � Qy N 0V gt CS = w Ot co n O 3 O m CD O (D 7 (D• 7C A O 0., 7 3 y 3 Q O y a c M O K .* m 7 CD CD a v = g e v v o Q <. o m o' m - 7 ce 3 m CD 3 3 112. o o o = N i N a Q N Q CD 7 en Di Cn fD N co -0 13 '• a 2 m' C o m 3 co a c7n O n 7 v SU CD ...Z C 3 CD CD 7" °' 3 m °s CD N C F. p 0) 7 co 8 w CD C) tD n O Q) 3 CD 7 3 Q co Cn N Ro c m ✓ N. 7 Q �. 3 v 7 v co o CD C 3 0 o Z O —i 3 7 ll K CD D 0 TJ Ea CM N W N m •••4 3 m 0 0 ✓ _, 0 0 I 0 RESOLUTION NUMBER 6676 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AND EQUIPMENT PURCHASE AGREEMENT WITH PARKEON FOR PARKING PAYMENT EQUIPMENT, TECHNOLOGIES, AND SERVICES TO THE CITY FOR THE BEACH LOTS AND DOWNTOWN LOTS. THE SEAL BEACH CITY COUNCIL DOES HEREBY FIND AND RESOLVE: Section 1. The City Council has previously approved various agreements for portions of services to manage the parking system. Section 2. The City Council intends to implement a parking system and services to manage the parking lots and beach lots in a way that replaces existing equipment and enhances services to the community. Section 3. Pursuant to Seal Beach Municipal Code Section 3.20.025(D) this purchase is exempt from the City's bidding procedures because it is made in cooperation with the City of Miami's procurement process on the same terms conditions and specifications, as applicable. Section 4. This award of a professional services agreement is categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15301, 15305, and/or 15331, and statutorily exempt from CEQA review because it provides services to replace existing services will not cause any physical change or adverse impact on the environment. This project is further categorically exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines because it can be seen with certainty that there is no possibility that the services will have a significant effect on the environment. Section 5. Based on the foregoing, the City Council hereby approves and authorizes the City Manager sign an agreement with Parkeon, Inc. in an amount not to exceed $71,600 to provide equipment, technologies and services in the attached Exhibit A, effective immediately. Section 6. The City Council hereby approves Budget Amendment No. 17-02- 02 to allocate $131,500 in account number 045-333-44000 ST1207 for the agreement with Parkeon, Inc. and the additional construction-related costs as follows: Description Account Revised/Adopted Proposed Budget Budget Budget (diff) Amendment Contract 045-333- $ $ $ Professional 44000 12,139,800 12,271,300 131,500 Transfer In 045-000- $ $ $ 31500 12,139,800 12,271,300 131,500 Resolution Number 6668 Transfer Out 001-080- $ $ $ 47000 8,896,200 9,027,700 131,500 PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 8th day of August, 2016 by the following vote: AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: Sandra Massa-Lavitt, Mayor ATTEST: Robin L. Roberts, MMC, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6676 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 8th day of August, 2016. Robin Roberts, MMC, City Clerk