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AGMT - Parkeon Inc and Amendment 1 (Multi Space Meter Vendor)(Installation of parking paystations and paystation upgrades)
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 .19 Parkeon, Inc. 40 Twosome Drive, Suite 7 Moorestown, NJ 08057 856.234.8000 This Amendment No. 1, dated May 9, 2022, amends that certain Professional Service Agreement ("the Agreement') dated February 12, 2018 by and between Parkeon, Inc. ("Consultant"), a Neva --Jersey NQLuuja-- Corporation and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. The City and Consultant are parties to the Agreement, pursuant to which Consultant provides certain parking equipment, technologies and professional services to the City. B. The Parties desire to amend the Agreement for Consultant to provide City with certain additional equipment, technologies, and services (collectively "Additional Services") and to increase Consultant's compensation for such Additional Services by $53,800, for a revised total contract not -to -exceed amount of $99,115, as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: AMENDMENT NO. 'I Section 1. Section 1.0 (Scope of Services) of the Agreement is hereby amended to add Subsection 1.1.1 to read as follows: is 1.1.1 Consultant shall provide that additional equipment, technology and services (collectively "Additional Services") set forth in the attached Exhibit A-1 (Consultant's Proposal, dated May 6th, 2022), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, the Agreement and Amendment No. 1, Amendment No. 1 shall control." Section 2. Section 3.0 (Consultant's Compensation) is hereby amended to add the following: "Consultant's total not -to -exceed compensation of $45,315, as set forth in Section 3.0, is hereby increased by $53,800, for the revised total not -to - exceed amount of $99,115. The additional $53,800 sum will be used for Consultant to provide the following Additional Services to the City, as provided in Exhibit A-1: a) Up to four (4) Flowbird Touch Screen Pay -by -plate pay stations at the parking lots designated by the City (including removal of existing single parking pay meters and replacement with the pay stations). b) Up to six (6) Color Touchscreen Pay -by -plate door upgrade kits at the parking lots designated by the City. City will pay Consultant in accordance with the rates shown on the fee schedules set forth in Exhibit A and Exhibit A-1, but in no event will the City pay more than $53,800 for the Additional Services (Exhibit A-1); and 2of4 S7295-000112658951v2.doc in no event will City pay more than the revised total not -to -exceed sum $99,115 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the Original Term. Except as otherwise expressly set forth herein, Section 3.0 (Consultant's Compensation) is hereby retained and shall remain in full force and effect. Section 3. Section 34.0 (Non -Appropriation of Funds) is hereby added to the Agreement to read as follows: "24.0 Non -Appropriation of Funds. Payments to be made to Consultant by City for any Services and Additional Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services and Additional Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services and Additional Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year." Section 4. All references to the term "Agreement" throughout Sections 1.0 through 24.0, inclusive, of the Agreement are hereby modified to include the Agreement dated February 12, 2018, and this Amendment No. 1 dated May 9, 2022, as if all those terms are fully set forth therein. Section 5. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. Section 6. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she is each duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives, have executed this Amendment No. 1 as of the date and year first above written. 3 of 4 S7296-000112658951v2,doc CITY OF SEAL BEACH By: Jill Ingram City Manager Attest: 0 CONSULTANT 'PARKEON, INC. -dbertnerly—known—as "Psr-lEeen—Ips='�-- By: B. Reliouet - President Appro/vedas Fk-- By: %Craig Steele City Attorney 4of4 S7296-000112658951v2.doc A`ORd3® CERTIFICATE OF LIABILITY INSURANCE DAT01110712022WY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, suite 3201 New York NY 10006 USA CONTACT NAME' LAIC No.Ezt): (866) 253-7122 FAX (800) 363-0705 ATC. No, EMAIL ADDRESS: LIMITS INSURER(S) AFFORDING COVERAGE NAIC # INSURED Parkeon, Inc. 40 Twosome or. unit 7 INSURER A: Argonaut Insurance Co 19801 INSURERS: The Travelers indemnity cc of cT 25682 INSURER C: ACE American Insurance Company 22667 Moorestown N7 08057 USA EACH OCCURRENCE $1,000,000 INSURER D: ACE Property & Casualty Insurance CO. 20699 CLAM -MADE I OCCUR INSURER E: INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCEINSOLICY p WWp POLICY NUMBER MMlDDlYYY EXP MMIDD/YYY LIMITS X COMMERCIAL GENERALLIABILITY OGLG EACH OCCURRENCE $1,000,000 CLAM -MADE I OCCUR DAMAGE TORE IFU PREMISES Eacccurrence $1,000,000 MED EXP (Any one parson) $10,000 PERSONAL$ ADV INJURY $1,000,000 GEMLAGGREGATELIMITAPPLIESPER: X POLICY PRO- JECT El LOO GENERALAGGREGATE $1,000,000 PRODUCTS -COMPIOPAGG $1,000,000 • OTHER: B AUTOMOBILE LIABILITY BA -9R919 847 -21-15-G 11/17/202111/17/2022 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) X ANYAUTO OWNED SCHEDULED AUTOS ONLYHXAUTOS HIREDAUTOSNOWOWNED ONLY AUTOS ONLY BODILY INJURY (Per accident) PROPERTYDAMAGE Per accident) X Comp Dad. $1000 Call Dad $1000 D X UMBRELLALIAB X OCCUR XOOG24997194 01/01/2022 01/01/2023 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $10,000,000 DED X RETENTIONS10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y� ANY PROPRIETOR PARTNERI EXECUTIVE 1- N IME OFFICERMSEREXCLUDED? (Mandatory InNH) DE9GIRIPT ON OF N f A UB1L6S01102115G 11/17/2021 11 17 022 X PERSTATUTE ER - E.L. EACH ACCIDENT $1, 000, 000 E.L. DISEASE -EA EMPLOYEE $1,000,000 OPERATIONS below E.L. DISEASE -POLICY LIMIT 1, 000, 000 A EPL - Primary I IML42448141 Claims Made SIR applies per policy ter 03/20/202F03/20/2022 s &cond Aggregate 4,000,000 SIR $35,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space Is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Parkeon, Inc. 40 Twosome Dr., unit 7 AUTHORIZED REPRESENTATIVE Moorestown N7 08057 USA ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE OAT 01107/2022 THiS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(tes) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements). PRODUCER Aon Risk services Northeast, Inc. New York NY office one Liberty Plaza 165 Broadway, suite 3201 New York NY 10006 USA CONTACT NAME: PHONE (866) 283-7122 (FAX (800) 363-0105 (AIC. No.Exl}: A/C.Nc E-MAIL ADDRESS: LIMITS B INSURER(S) AFFORDING COVERAGE MAIC# INSURED Parkeon, Inc. 40 Twosome Dr, Unit 7 INSURERA: The Travelers Indemnity co of cT 25682 INSURER B: AGE American Insurance Company 22667 INSURERC: ACE Property & casualty Insurance Co. 20699 Moorestown N3 08057 USA EACHOCCURRENCE $1,000,000 INSURER D.- :INSURER MED EXP (Any one person) S10"000 INSURERE: PERSONAL&ADVINJURY $1,000,000 INSURER F. COVERAGES CERTIFICATE NUMBER: 570091226215 REVIRION NI1MRtFR_ THiS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPEOFINSUAANCE AIML �D VIVD POLICY FOUOY EFF MtODIVY POLICY EXP MMA)DIYY LIMITS B X COMMERCIAL GENERAL LIABILITY CLAWIS•MADE �X OCCUR OGLG EACHOCCURRENCE $1,000,000 PTED REMISES E-10 seccu.. $1,000,000 MED EXP (Any one person) S10"000 PERSONAL&ADVINJURY $1,000,000 GENLAGGREGATELIMIT APPLIES PER: X POLICY PRO- JECT LOC OTHER: GENERALAGGREGATE $1,000,000 PRODUCTS -COMPIOPAGG $1,000,000 Deductible $10,000 A AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED TOS NON-0WNEO DAU ONLY AUTOS ONLY BA -9R919 8 4 7 -21 -I5 -G 13./17/202111/17/2022 COMBINED SINGLE LIMiT We aecidenl$1,000,000 BODILY INJURY(Perperson) BODILY INJURY(Peraccldarl) PROPERTY DAMAGE Pat acctdant C X UMBRELLALIAB EXCESSUAS X I OCCUR CLAIMS -MADE XOGG24997194 01 /01/2022 01/01/2023 EACH OCCURRENCE $10,000,000 AGGREGATE 51010001000 DED I X IFIETENTioN S10.000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNERI EXECUTIVE OFFICEPiMEMBEREXCLUDED? ❑ (Mandatory in NH) If Yes, desenbe under DESCRIPTION OF OPERA71ONS below NIA PER STATUTEOTH. I E E.L. EACH ACCIDENT E.L DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMiT DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES (ACORD 101, Addillonal Remarks Schedule, may be attached If more space Is required) city, its directors, officials, officers, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein is Primary & Non -Contributory to other insurance available to city its directors, officials, officers, employees, agents and volunteers, but only in accordance with the policy's provisions. CERTIFICATE HOLDER CANCELLATION 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICYPROVISIONS. city of seal Beach Attn• city Manager 8th street Seal Beach CA 90U5A Sea 740 AUTHORIZED REPRESENTATIVE �w� JL 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD STATE OF NEW JERSEY STATE OF NEW JERSEY BUSINESS REGISTRATION CERTIFICATE FOR STATE AGENCY AND CASINO SERVICE CONTRACTORS TAXPAYER IDENTIFICATION: 010-7784741000 ADDRESS: 40 -rWOSO E b MOORES ?V EFFECTIVE D 0.4128103 FORM-BRC(08-01) .i%' ";M . AbE. NAME: Ji ,_.ENCE NUMBER: _q .1, ON 6588 ISSUANCE DATE: 06109104 f Acti Director This Certificate is NOT assignable ortransferabl Itmust bec( IT;F TREASURY/ . 'a, Ic ; displayed at above address. Certificate of Ztutboritp K DIVISION OF.jl TRENT; Thehip or corporation named below is hereby authorized to collect: a !'JERSEY SALES USE TAX v 6_1 purrsuant.Io`.'K_;f'J.S.A.' 84:42B-1 ET SEQ. This authorization is good ONLY for the named person at the IOC2ti This authorization is null and void if any change of ownership or addros`tected. 'IF Director, Division of Taxation PARKEON, INdRa-1-.V5��. ion No..; 10 10 '� 40 TWOSOM' r) T4 Tax Effective Date: 07-01-04 q.�l 'A M0.0RESTOWN111 Document Locator No.: CDD O0068223 Date Issued: 07-30-04 This Certificate is'NOT assignable or transferable. -It-must be conspicuously displayed at above address. STATE OF NEW JERSEY BUSINESS REGISTRATION CERTIFICATE FOR STATE AGENCY AND CASINO SERVICE CONTRACTORS TAXPAYER IDENTIFICATION: 010-7784741000 ADDRESS: 40 -rWOSO E b MOORES ?V EFFECTIVE D 0.4128103 FORM-BRC(08-01) .i%' ";M . AbE. NAME: Ji ,_.ENCE NUMBER: _q .1, ON 6588 ISSUANCE DATE: 06109104 f Acti Director This Certificate is NOT assignable ortransferabl Itmust bec( IT;F TREASURY/ . 'a, Ic ; displayed at above address. PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 .9 Parkeon Inc. 40 Twosome Drive, Suite 7 Moorestown, NJ 08057 856.234.8000 This Professional Service Agreement ( "the Agreement ") is made as of February 12, 2018 (the "Effective Date "), by and between Parkeon Inc. ( "Consultant'), a corporation and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). S7296- 0001 \2153208v1.doc RECITALS A. City desires certain professional services. B. Consultant 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. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, Parkeon's proposal to the Invitation to Bid - City of Seal Beach, 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. Consultant 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, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager 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 _5_ years unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the rates shown on the fee schedule set forth below but in no event will the City pay more than $45,315. This is exclusive of the ongoing, monthly fees. Any additional work authorized by the 2of11 S7296- 0001 \2153208v1.doc City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit —A—. .The City agrees to pay Consultant the following per desired Pay Stations features and Models: • 3% of the transaction value + 15 cents per transaction for consultant holding the merchant account of record as described in 4.1 below. .$5895: Strada Rapide, accepting coins, cards, M1000 with contactless payment • $6975: StradaPAL Rapide: accepting coins, card, M100 with contactles: -$1700 added to base price of $5895 for BNA . $528 added to base price of $5895 for contactless -$5405 base price for cashless model Note PAL = 7" full color screen adds $1,080 to BNA and cashless Prices set forth in the Pricing Schedule exhibit A and in this agreement are exclusive of sales, use and other taxes. If client claims exemption from Federal Excise, State and Local Taxes, it must provide tax exemption certificates to the Contractor. Risk of loss of any goods hereunder shall not pass to the Client until the Client actually accepts and takes possession of the goods at the point or points of delivery. Title shall pass upon payment in full for goods. 4.0 Method of Payment 4.1. Consultant 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 undisputed amounts of Consultant's invoice within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. In case Parkeon is Merchant of Record, Parkeon will send the City a check for collected revenues by the 15t' day of the following month. The amount will be calculated based on the revenue as reported in the my Parkfolio back office net of 3% transaction costs and the agreed fee of 15 cents per transaction. 4.3. Upon 48 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other 3of11 S7296- 0001 \2153208vi.doc records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.3 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 Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 30 days' notice to Consultant if Consultant 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. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Lauri Keller is the Consultant's 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 Attn: City Manager To Consultant: Parkeon 40 Twosome Drive Suite 7 Moorestown NJ 08057 Attn: Ron Kroes Chief Financial Officer 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of11 57296- 0001 \2153206v1.doc 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant 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 Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant'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. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant 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. Consultant 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. Consultant 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 5of11 S7296- 0001 \2153208v1.doc 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. Consultant 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 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. 11.3. The insurance policies shall contain the following provisions, or Consultant 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 Consultant'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 Consultant'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 Consultant or for which the Consultant is responsible. 6of11 S7296- 0001 \2153208v1.doc 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. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant 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 Consultant 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 Consultant, 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, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant 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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. With the exception of third party claims, neither party shall be liable to the other party for consequential (which shall be deemed to include but not be limited to lost parking revenue), incidental, exemplary or special damages of any nature and under any legal theory. Contractor's total liability to Client in connection with or as arising under this Agreement shall be limited to 25% of the total price set forth in the Pricing Schedule. This paragraph shall survive termination of this Agreement. 7of11 S7296- 0001 \2153208v1.doc 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant 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, Consultant 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 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. 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. 8of11 57296- 0001 \2153208v1.doc 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant 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. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, 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 Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant 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 Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant 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 9of11 S7296- 0001 \2153208v1.doc 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 Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant 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 LA Attest: M Ingram, City n L. Roberts, Ci Approved as to Form: By: rai A. Steele, City Attorney CONSULT T By: Nam6-�Ron Kroes N Its: 10 of 11 S7296- 0001 \2153208v1.doc 2- / 20/ 2A Chief Financial Officer i EXHIBIT A: SEE EXHIBIT A: PARKEON PROPOSAL 11 of 11 S7296- 0001 \2153208v1.doc PARKE ®n Solutions for Smart Cities Price Proposal Oate: 11/13/17 Client: City of Seal Beach, CA Project; Paid Parking Technology Contact: Lauri Keller, Vice: President of Sales - West Coast, 619 - 994 -6232, Ikeller @parkeon.com Multi -5 ace'Meters and Associate&Back- Office:l' - 'Price� comments Stiada Pay Station $5,895 /unit includes: Custom configuration (Pay by Plate, Pay & Display, or Pay by Space) Solar or AC Power 4G cellular modem Monochrome display 7" full Color Display option add: 51,080 /meter Capacitive keyboard EMV Certified Card Reader [.mastless antenna option add: $528 /meter Motorized Coin Selector with coin escrow Graphical Printer Electronic collection vault lock Mechanical maintenance door lock One Cain Canister Additional coin canister: $265 per canister - -- -- Additional coin canisters will be needed for proper collection rotation One Year Warranty Extended warranty: $325 per metes per year Shipping Installation Training - Parkeon Back -Office Management Suite $45 /meter /month �" Includes: Price Comments Access to Smartfolio and Analytics Omsite Maintenance $135 /hour plus travel & expense Reporting of all financial and maintenance Annual Preventive Maintenance 'information maintenance alarms alerts sent to cell phones Credit card gateway Additional fees apply for EMV chip card processing ($2 /meter /month for Elavan; $4 /meter /month for other processors) Wireless communication fee, Comments 'Access t0 rate editor to modify /download rate` $30 /sign Recommendation is 2 per meter Optional Back -Office Features 24" x18 Hand with coin sign $50 /sign Validation Codes System $5 /meter /month 10' sign post City News Feature $3 /meter /month Citation Payment At the Meter $5 /meter /m04 May reauhCmtegration with vour, citaton twerm,ement provider On- vte3ervices,(0pUOnal)_ , u . -'' — �" Price Comments Omsite Maintenance $135 /hour plus travel & expense Annual Preventive Maintenance $175 /meter plus travel & expense Price Comments '.12" X18" Pay Here sign $30 /sign Recommendation is 2 per meter 24" x18 Hand with coin sign $50 /sign Recommendation is3'per meter 10' sign post $60 /post Recommendation is 3 per meter .Installation of signage & posts $150 /post Pricing Proposal Page 2 of 3 pAaKEOn Solutions for Smart Cities Recommended Spare Parts & Supplies Reference Description Recommended Quantity Based on 6 Pay Stations List Price Discounted Price if purchased at time of meter procurement ELP1000009195 Main Board - NEOPS 1 $1,877 $1,502 ELP1000013194 Monochrome Display Screen 1 $619 $495 ELM7000019017 Upper front fitted with enhanced keyboard 1 $541 $433 400770311 4A Slow Blow Fuse (Pack of 10) 1 $11 $9 ELM1000008737 Thermal Printer 1 $950 $760 126094 Programmed Coin Selector (.05, .10..25, 1.00) 1 $948 $758 ELM1000001431 NEOPS Datapack 1 $125 $100 ELP1000024095 M 1000 Card Reader -1 $1,800 $1,440 CAR1000025154 4G Modem 1 $950 $760 CAT1000018056 Modem Antenna 1 $74 $59 404001714 Relay board 1 $83 $66 125277 Escrow 1 $256 $205 143430 Equipped Rack 1 $846 $677 148117 Reinforced Display Glass and Gasket 1 $47 $38 148107 Tanfi Glass and Gasket 1 $34 $27 ELM1000010471 Electronic Lock Kit 1 $1,258 $1,006 404002394 Solar Charger Board 1 $139 $111 ELM1000016807 Integrated Solar Module (5 Watts) 1 $668 $534 ELP1000017093 Interface Board (Connector Board) 1 $137 $110 404402613 Cable for Solar Power Supply 1 $49 $39 Reference Color Screen Units Only Recommended Quantity Based on 6 Pay Stations Unit Price Discounted Price if purchased at time of meter procurement MEC1000018070 Upper front fitted with enhanced keyboard (for 7" display) 1 $530 $424 MEC1000019038 7" screen module guard glass 1 $97 $78 ELM1000019264 7" color screen module 1 $1,032 $826 CAR1000018359 Three - channel charger board for extended solar power 1 $139 $111 ELM1000017902 Integrated Solar Module - 16.5 Watts 1 1,113 $690 Reference Consumables Recommended Quantity Based on 6 Pay Stations 1 Unit Price Discounted Price if purchased at time of meter 1 procurement TICKETS /BLNK/SNGL Standard ticket roll (Qty 100 or more) 100 $36 $29 400600403 12V 27AH Rechargeable Battery 1 $190 $152 CAT1000018180 12V 42AH Rechargeable Battery (only needed for color screen units 1 $297 $238 CAT100003452 Kleeneo preventative maintenance cleaning kit 6 $66 $53 Pricing Proposal Page 3 of 3 -�1 ` PAQKeon City of Seal Beach PARKEON Services and Level II Support Agreement Revision History 04 02/25/2014 L. DEPERROIS Additional services Reference document Proposal for Invitation to Bid City of Seat Beach INVITATION TO BID PAID PARKING PARKEON INC., e0 TWOSOME Mfl - UNIT 7, MOORESTOWN NJ 08057 USA PARKEON monetary AM wn50eMW Coeement PARKEON wmten....I nevare, PM, to eleeee of any pee hereof TABLE OF CONTENTS 1. PARTIES TO AGREEMENT 1 PERIOD OF PERFORMANCE 4 2. SCOPE OF SERVICES TO BE PERFORMED BY PARKEON 5 3. PAYMENT TERMS 6 4. GENERAL TERMS AND CONDITIONS 7 4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT 7 4.2. CUSTOMER PARTICIPATION 4.3. ADDITIONAL WORK 7 6 4.4. FEES- INVOICING AND PAYMENT OBLIGATIONS 9 4.5. TERMINATION 10 4.6. INTELLECTUAL PROPERTY 11 4.7. PROPRIETARY AND CONFIDENTIAL INFORMATION 12 4.8. LIABILITY AND WARRANTY 13 4.9. EXTENSION OF TIME FOR FORCE MAJEURE 15 4.10. GOVERNING LAW AND JURISDICTION 15 4.11. CONTRACT DOCUMENTS 15 4.12. NOTICES 16 4.13. GENERAL 17 PARKEON INC., 40 TMSOME DRIVE -UNIT 7, MOORESTOWN NJ 00057 USA PARKEONgoNMM.N.Mda.Wd.umeIII PARKEONwn"¢. .nS.I.q.,.PnollOmleaS Olany Na hemol 1. PARTIES TO AGREEMENT / PERIOD OF PERFORMANCE 1.1 This Agreement, dated as of [February 12, 2018], 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 [ Parkeon] ('City of Seal Beach" 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 [February 12, 20181 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 antl 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. PI3IKEO INC., 40T 80MEDRIVE -UNIT 7, M00R STOWNNJ08057,USA PARKEONM gaMwnWenlialdmumeM. PARKEON MMIenwnaera noueW Inorlo release of any pan hereof PARKEON INC., 40 TWOSOME DRIVE UNIT J. MOORESTOWN NJ 00057 USA PARKEONprepdelaryaMtenfidemial d.inoem PARKEON wnlan Wnsem mqui,4 pror to please of any pan hereof i The following services (the 'Services") will be provided by Parkeon under this Agreement. SERVICE LIST PRICE xf-] [Pay- By- Platel Work Spaces • Adion required • Terminal OW-W -Order • COrlmuniCahone Problems • Maintenance Pedomnm • Conwmables • Cash Colledions • Cash- In-Temlinals • Parking Aunmy • Ticket Sales Analysis • Transactions by Payment 5 StradaPAL Rapids Models ❑ Pay -By -Space $45 per 1 StradaPAL BNA Models machine per Type of machine] • Enfimament web site month Number of units: 16] • ErlfOroament ® Standard Work Spaces • Maintenance • COIMdions • Transadans Conbd ® Customer Telephone Support x Software Customization • TaMf Editor F $0 All machines • Downloadm 18 per machine Number of units:6 PARKEON INC., 40 TWOSOME DRIVE UNIT J. MOORESTOWN NJ 00057 USA PARKEONprepdelaryaMtenfidemial d.inoem PARKEON wnlan Wnsem mqui,4 pror to please of any pan hereof i D BASED SERVICES — none apply LIST PRICE PER MONTH TERMINALS ❑ Validation codes per machine Number of units: ❑ Extend by Text per machine Number of units: ❑ CBORD per machine Number of units: ❑ CITY NEWS per machine Number of units: ❑ Whoosh (Refertot Qs&wwOyCu>Xam&) per transaction Number of units: 0 [Monthly, billing 0 30 Day Payment Terms from receipt Of inwice $45/meter /mo. PMKEON INC., 40 TYgeOME Mil - UNIT T MOOREeTOM NJ Oe57. USA PMKEON gpdMary nd wn0enal -M PMEON wM n mnseM "Wre0 Mcir to -W. .1 airy pen ha -M 4. GENERAL TERMS AND CONDITIONS 4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT 4.1.1 Parkeon will provide Level II 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 11 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 8:00am /8:00pm 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. 4.1.6 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 III 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 speed 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. PAnKEON INC., 40 T ME Ml . UNIT 7, MOOMIIOW NJ 08057, USA PMKEON papielery entl oanfiOeMlal Oawmenl. PMKEONwm0 n..nf -quiff prior1areleM ofanypanhereof 4.2.4 Customer will maintain a local supply of spare parts sufficient to meet the desired repair timelines. The standard Return of Materials Authorization procedure is attached in Aooendix B. 4.2.5 Customer will protect technical information and know -how from unnecessary disclosure, maintain the confidentiality of all logins, passwords and personal identification used in connection with the Services and generally safeguard such information to ensure that there is no unauthorized use of the Services 4L3. ADDITIONAL WORK The following Services are not within the scope of this Agreement. Upon request, Parkeon will provide to Customer a technical and Cost proposal to provide related requested additional services (' Additional Work'). Prior to performance, Customer shall authorize in writing the scope of such Additional Work and Compensation payable to Parkeon for the full performance of the Additional Work. 4.3.1 Evaluation or Procurement of new software or hardware. 4.3.2 Evaluation or approval of new software or hardware for use by the Customer in Conjunction with Parkeon products or Services including Customer and third party systems. 4.3.3 Deployment of a new software release at the machine. 4.3.4 Tariff or parameters changes. 4.3.5 Additional training for Customer technicians with respect to basic maintenance, troubleshooting, repairs, component replacement and operations such as programming and inventory. 4.3.6 Providing of a qualified technician, on mutual agreed upon date and duration to perform On -Site Level ll support or remedial maintenance. At least two (2) weeks advance notice is required to ensure that Level II on -site support. To insure Parkeon's proposal properly addresses Customer's needs, Parkeon requests that Customer identify at the time of the request the issues that need to be addressed during the on -site visit and have available the necessary spare parts and consumables needed to restore the Multi -space meter up to Parkeon specification. 4.3.7 Assistance with Parkfolio back office or Multi -space meters usage when unsupported or non-standard hardware or software has resulted in unexpected behavior of otherwise reliable systems. 4.3.8 Adaptive maintenance: Defined as activities relating to upgrades or conversions of Parkfolio back office application, the Multi -space meters or its associated operating environment, in which the Parkeon products are functioning. 4.3.9 Modifications, updates or enhancements to original application required or desirable on account of changes in Customer's organization or business needs (such as a reorganization or change in the business practice) that may make the current specification obsolete.. 4.3.10 Re- training of staff and any additional new hire training after initial training. 4.3.11 Removal, reinstallation or relocation of the Multi -space meters. PARKEON INC., 40 TWOSOME DRIW- UNIT 7, MOORESTOWN NJ 0!057 USA PMNEON aoalelery aM confgeMial EocunbM. PARKEON w rten aaleenf read e0 Marto release of any red hereof 4A. 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 Customers 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 (33,249" 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 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. PARKEON INC. 40 TWOSOME ORNE - UNIT ], MOORESTOwN W0057, USA PARKEON MP"'.I -" C 'Oge tI.I docu ..l PARKEON wMIen wNOM miui�M ptlp� to R1AU 010ny p0R 50ro01 4.3. TERMINATION 4.5.1 Termination for Non - Appropriation of Fund . 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 nse 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 pan) 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; PARKEON INC., 40 NgSpAE MIVE - UNIT T, MLbRESTOWN NJ 08057, USA PARKEON gophydaf and confidential dowmelll. PARKEON added ..t required prim In release of any part hereof 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; 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. 0.6. INTELLECTUAL PROPERTY 4.61 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 Padceon (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. PARKEON INC, 40 TWOSOME DRIVE - UNIT T, MOORESTOWN W 05057, USA PARKEON Montano, and oxodanlind EOoUanaL PARKEON wlMan -- repumE poor 10 roleaw 0 any Wn n9Ror 4.6.4 Parkeon shall indemnify, 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. 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, ,LT. 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 lawful 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- discosable 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. PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN W 08057. USA PARNEONMIIAary SWwn e"WO meM. PARKEONwMlen...repu,l priortomiesuoranyperthared 4.7.3 The Parties shall use reasonable efforts to protect each others Proprietary and Confidential Information from disclosure. Neither Party is entitled to disclose the other Party's Confidenfial 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. 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. 41.8. LIABILITY AND 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 (1) 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) 4' 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. PMKEON INC., 40 TWOSOME DRIVE - UNIT 7, MCONESTOWN NJ 0809, USA PMKEON poplMary anti wnrgeMial aocumem. PAgKEON wnben consxq re0ulre0 PROrlo release al any peo aereol 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 pdonty issue and work with the cellular provider to expeditiously resolve the problem. 4.8.4 Data is saved in accordance with current date 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. 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. PARKEONINC..40TWOSOMEDRIVE UNIT7,1000RESTO W08057,USA PARKEON PIOPne q end wnMenHal d.M.M. PARKEON w -1 'ro n uirt PHOrt0 nleM of any pan 0are0r 4.9. EXTENSION OR 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 Parry seeking to obtain a Force Majeure extension of time must immediately notify the other Parry 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 California or Municipality. 4.102 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 Orange County, California. 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.N. 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 Invitation to Bid dated November 13, 2017 • Customer's Request for Proposal or Information for Bidders October 27, 2017 issued as amended. PARKEON INC., e0 TWOSOME MME - UNIT 7, MOORESTOWN NJ 0057, USA PARKEONMPOMsryaMMnrgenlialdO ,men1. PARKEON wn"en consent rtewrtd PdOrto release of any Part hereof 412 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 Parry. 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: CITY OF SEAL BEACH. 211 8th Street Seal Beach, CA 90740 USA Attn: Jill R. Ingram, City Manager PARKEON, INC. 40 Twosome Drive, Unit M7 Moorestown, NJ 08057 USA Attn: Mr. Lionel Deperrois PARKEON INC ., 401wOSOME DRIVE - UNIT 7. MOORESTOWN NJ 08057, USA PARKEONpmpnel8ryanO COnrMenlleldo[umll. PARKEON anllen Vreenl re yuirM pnorlo release of any on hereof 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 Tight 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 modifications) 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. 4.13.8 Neither Party shall be bound by any condition, definition, guarantee or representation other than those set forth in this Agreement. 4.117 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. PMKEON INC., 40 TWOSOME DRI E - UNIT 7, MOORESTOWN NJ 00057, USA PMKEONgOOM.q,,WWnfiOpMiMO ument PARNEONwdttenconsentMuir pnorto Rle.ttpfa"panpereol 4.13.8 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. 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 City For PARKEON Date: _/_/ Date: Name: Jill R. Ingram as Name: Lionel DEPtN Tide: City Manager Title: Chief Operar for PAR N Signature: Signature: jib SVa4deplearem Nat. By YpiW IM1m nM, uHUMeeeN CMYC11n Vanar /Wme�tlwNb� ✓M4emK I.INnru4 uYyrYwC a�aar<aNadan W^✓el Ynn NmtlWnaltlN9r^� PARKEON INC., 40 TMSOME DI - UNIT T, MOORESTONRJ NJ O5057, USA PARKEON Propnela, and con(tlenlieldocurn nd PARKEON written woXM aquinad Marto mlee900r any pa0 be2or rr &'' APPENDIX A LEVEL II REMOTE TECHNICAL SUPPORT Parkeon will provide Level II Remote Technical Support between the hours of 8:OOAM and 8:OOPM EST Monday through Friday excluding company holidays. The primary method of contacting Parkeon is via email: pa rkf olio _SLipport@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. PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057 USA PARKEONgoPdelaryaMWnfidan ialO uanenl. PARKEOWwnftawn.n,Rpaaao Wlorlo release of any pall hereof Email us at: APPENDIX B PARKEON RETURN MATERIALS AUTHORIZATION ('RMA') Sa IesAdmin @moorestown.parkeon.com Phone: Please call 1$00 - 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 property 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 -dsy 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. PARKEON INC. 10 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08067, USA PARKEON MPditry aM mnWeMMI do MeM. PARKEONw en WneeM MOW. Irk, 1.Meats 0 any pea IIBMOr I Field Code Changed ,. _ I 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 II support. 7. Ensure that only trained Level I service staff initiate support requests to the Level II helpdesk. B. 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. PARKEON INC.. 40 TWOSOME DRIVE UNIT7.110100RESTOWNNJ08057.1.45A PARKEON propnMary and confidential document . PARKEONwdlbncpn�".iMpdIXt.mW apf.Oypdh ... f Parkfollo 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, frewall, 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. PARKEON INC ., 40 TWOSOME DRIVE - UNIT 1. MOOR£STOWN W 0509, USA PARKEON propnaary and con (4¢nllaldocument. PARKEONW nc9n]MIaqu1redpllorN.1.W.MWh~ N h m h a U n N U m 0 0 0 $ •. r r O cn I e» F» co j` m co r N N U C Q Z r O C O I �' O o t�IO O N io r Y O d O IMI U O 01 t0 tq C C K-i W CO z:i O �Di ^, U d I�, C !'aI C N h m h a U n N U m � m U C Q Z O C O m N N r L d O 0 E CO O U d C C 0 p U m Z m O C m _ U (n N O ccros J J N r c a " a a U u m O. a` as a o in 6) m C5 N h m h a U n N U m �1 o CERTIFICATE OF LIABILITY INSURANCE F DATE(MWDD YYY) OZ211201B THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME: INC. No. Ext) C8ti6) 783 -]122 FAX No.: (800) 363 -0105 EaMIL ADDRESS: 199 water Street New York NY 10038 -3551 USA INSURER(S) AFFORDING COVERAGE NAICA 8th Street Beach CA 90740 USA INSURED INSURERA: The Travelers Indemnity Co of CT 25682 Parkeon, Inc. INSURER B: ACE Property & Casualty Insurance Co. 20699 40 Twosome Dr. Unit 7 Moorestown NJ 08057 USA INSURER C: ACE American Insurance Company 22667 INSURER D: INSURER E: PREMISnce $1,000,000 INSURER F: MED EX (Any on) Me $10,000 COVERAGES CERTIFICATE NUMBER: 570070253594 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested Lift TYPE OF INSURANCE INSD WVO POLICY NUMBER MMIppIYYYY MMIDD LIMITS C % COMMERCIAL GENERILL LIABILTEY 211 Seal 8th Street Beach CA 90740 USA OGLG EACH O $1,000,000 CLAIMS -MADE ❑X OCCUR PREMISnce $1,000,000 MED EX (Any on) Me $10,000 PERSORY $1,000,000 GENT AGGREGATE LIMFAPPLIES PER: GENERE $1,000,000 POLICY ❑ PRO ❑ LOC JECT PRODUP AGO $1,000,000 OTHER: A AUTOMOBILE LIABILITY BA- 1F74188A 11/17/2017 11/17/2018 COMBINED SINGLE LIMIT Ea ecdeent $1,000,000 BODILY INJURY (Per person) % ANYAUTO BODILY INJURY(Peracddmna OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY slent) AGE Pera¢genl Comp /Coll Oeducable $1,000 B X UMBRELLALIAB % OCCUR XDOG24997194 01/01/2018 01/01/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS4AADE AGGREGATE $10,000,000 DED I % RETENTION S10, 000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE ❑ OFFICEWMEMBER ENCLUOEU9 NIA PER OT H. STATUTE ER E. L. EACH ACCIDENT E. L. DISEASE -EA EMPLOYEE (Mandatory N NH) II y dascaae order DESCRIPTION OF OPERATIONS 0ebw E.L. DISEASE POLICY LNIR DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attacked If more+,ao Is required) Separation of insureds /severability of interest is included in the General Liability policy. City, its directors, officials, officers, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein is Primary & Non - Contributory to other insurance available to City, its directors, officials, officers, employees, agents and volunteers, but only in accordance with the policy's provisions. we may Cancel this General Liability and Automobile Liability policies by mailing or delivering to the first Named Insured written notice of cancellation at least 30 days before the effective date of cancellation i9 we Cancel for any other reason. CERTIFICATE HOLDER CANCELLATION ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD a c v O a 2 a N m N O Cr Cr vr O 2 0 A U r d U 0 N 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE Attn: City Manager 211 Seal 8th Street Beach CA 90740 USA ;/�,(/F• /� �/% a //SIP �sLCm�Ca��ssei ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD a c v O a 2 a N m N O Cr Cr vr O 2 0 A U r d U 0 N 0