HomeMy WebLinkAbout331-21 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 331-21
File Number: 2021-0943
PARKMOBILE, LLC:
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN A THREE-YEAR SERVICE
AGREEMENT WITH PARKMOBILE, LLC, PURSUANT TO A NATIONAL COOPERATIVE
PURCHASING ALLIANCE CONTRACT, FOR MOBILE PARKING PAYMENT SOLUTIONS
IN THE DOWNTOWN AND ENTERTAINMENT DISTRICTS
WHEREAS, ParkMobile is an industry leader in parking and other multi -modal options and is
commonly used throughout the U.S. thereby increasing the familiarization among visitors and new
residents to Fayetteville and the $0.35 transaction fee currently paid by consumers will remain the
same.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan
to sign a three-year Service Agreement with ParkMobile, LLC, pursuant to a National Cooperative
Purchasing Alliance contract, for mobile payment solutions associated with parking transactions in the
Downtown and Entertainment Districts.
PASSED and APPROVED on 12/21/2021
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City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
Text File
File Number: 2021-0943
Agenda Date: 12/21/2021 Version: 1 Status: Passed
In Control: City Council Meetinq File Type: Resolution
Agenda Number: A.22
PARKMOBILE, LLC:
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN A THREE-YEAR SERVICE
AGREEMENT WITH PARKMOBILE, LLC, PURSUANT TO A NATIONAL COOPERATIVE
PURCHASING ALLIANCE CONTRACT, FOR MOBILE PARKING PAYMENT SOLUTIONS IN
THE DOWNTOWN AND ENTERTAINMENT DISTRICTS
WHEREAS, ParkMobile is an industry leader in parking and other multi -modal options and is commonly used
throughout the U.S. thereby increasing the familiarization among visitors and new residents to Fayetteville and
the $0.35 transaction fee currently paid by consumers will remain the same.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign a
three-year Service Agreement with ParkMobile, LLC, pursuant to a National Cooperative Purchasing Alliance
contract, for mobile payment solutions associated with parking transactions in the Downtown and Entertainment
Districts.
City of Fayetteville, Arkansas Page 1 Printed on 1212212021
Justin Clay
Submitted By
City of Fayetteville Staff Review Form
2021-0943
Legistar File ID
12/21/2021
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
12/1/2021 PARKING MANAGEMENT (430)
Submitted Date Division / Department
Action Recommendation:
Approving a software services agreement with ParkMobile, LLC for mobile payment solutions associated with
parking transactions
Budget Impact:
N/A
Account Number Fund
N/A
Project Number Project Title
Budgeted Item? No Current Budget $ -
Funds Obligated $ -
Current Balance
Does item have a cost? No Item Cost $ -
Budget Adjustment Attached? No Budget Adjustment $ -
Remaining Budget
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Previous Ordinance or Resolution #
Approval Date:
V20210527
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF DECEMBER 21, 2021
TO: Mayor and City Council
THRU: Susan Norton, Chief of Staff
Chris Brown, Public Works Director & City Engineer
FROM: Justin Clay, Parking Manager
DATE: December 1, 2021
CITY COUNCIL MEMO
SUBJECT: Approving a software services agreement with ParkMobile, LLC for mobile
payment solutions associated with parking transactions
RECOMMENDATION:
Staff recommends converting its mobile app provider from PayByPhone to ParkMobile for use in both the
Downtown and Entertainment Districts. This item was unanimously recommended for approval by the
Transportation Committee at its meeting held on November 30, 2021.
ParkMobile has been awarded contract 05-50 for its integrated parking management system on the
National Cooperative Purchasing Alliance. The NCPA is a national purchasing cooperative that allows
the city to leverage the purchasing power of a nationally bid agreement.
BACKGROUND:
In 2010, the City entered into a software service agreement with (then) Verrus Mobile Technologies to
provide a pay -by -cell solution that allowed patrons visiting the Entertainment District to purchase parking
and add additional time to their parking purchase, thus creating a more convenient payment method in
addition to the parking pay station. A $0.35 transaction fee is passed on to the consumer using this
service. The $0.35 transaction fee is recorded as revenue by the City and is then paid out monthly to the
software service provider. Verrus Mobile Technologies has since been acquired by PayByPhone, a
subsidiary of Volkswagen Financial Services AG.
DISCUSSION:
While PayByPhone has been a quality partner and solution for the City, advances have been made in
mobile app technology since PayByPhone was first implemented over a decade ago. ParkMobile is an
industry leader in parking and other multi -modal options and is commonly used throughout the U.S.
thereby increasing the familiarization among visitors and new residents to Fayetteville. In addition,
ParkMobile provides real-time parking availability data through its mobile app, offers reserved/prepaid
and event management solutions, and allows for validation and coupon code entry.
BUDGET/STAFF IMPACT:
No budget or staff impact. The $0.35 transaction fee remains the same, is paid by the consumer,
collected by the City as revenue, and then paid out to ParkMobile monthly. The same is true for the 10%
service fee associated with reserved/prepaid parking.
Attachments:
ParkMobile Agreement
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Q ParkMobile
ParkMobile Service Agreement
This ParkMobile Service Agreement ("Agreement") is made by and between Parkmobile, LLC, a Delaware limited
liability company, with offices at 1100 Spring St NW, Suite 200, Atlanta, GA 30309 ("ParkMobile") and City of Fayetteville,
an Arkansas municipality, with offices at 113 W. Mountain St., Fayetteville, AR 72701 ("Client"). This Agreement will become
effective as of the last signature date below (the "Effective Date"). In consideration of the mutual covenants and agreements
set forth in this Agreement, the parties agree as follows:
Legal Name: City of Fayetteville Legal Name: Parkmobile, LLC
Contact: Justin Clay Sales Rep: Brooke Krieger
Email: jclay@fayetteville-ar.gov Email: brooke.bustle@parkmobile.io
Phone: 479-575-8277 Phone: 850-321-2074
Address: Address:
City of Fayetteville Parkmobile, LLC
113 W. Mountain St. 1100 Spring St. NW
Fayetteville, AR 72701 Suite 200
Atlanta, GA 30309
For legal notices:
with a copy to ParkMobile's Legal Department at the
above address and to legal-notices(@parkmobile.io.
Services
SERVICE TERMS
ParkMobile will provide Client with the Services related to the following types of parking
transactions: On -Demand, Reservations
Initial Term
3 years beginning on the Effective Date
Renewal
On expiration of the Initial Term, this Agreement will automatically renew for additional
successive one (1) year terms unless either party provides written notice of non -renewal at
least sixty (60) days before the end of the then -current term.
Termination
Either party may terminate this Agreement effective immediately on written notice to the other
party, if the breaching party materially breaches this Agreement, and such breach: (i) is
incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non -
breaching party provides the breaching party with written notice of such breach.
Merchant of Record
The parties designate Client as the merchant of record. Client is responsible for the payment of
payment processing and related fees. ParkMobile will pass real-time authorized debit/credit card
transactions to Client's processing partner via a gateway solution. If Client elects to use a
processing partner with which ParkMobile is not integrated, Client agrees to pay
ParkMobile $0.05 per transaction for this service. ParkMobile will issue invoices to Client on
a monthly basis for all fees due to ParkMobile under this Agreement. Client shall pay each invoice
within thirty (30) days of the invoice date.
PSA-LF Page 1 of 12
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0 ParkMobile ParkMobile Service Agreement
Parking Locations
The Services will be provided to Client in the following locations / geographical territory:
all Client locations
Signage
Client will receive one free welcome kit that includes the aluminum signs and/or decal stickers
necessary to complete implementation (installation not included). All signage included in the
welcome kit is designed using ParkMobile's standard signage templates. Custom signage may
be made available to Client for purchase at ParkMobile's current signage rates. Any requested
changes to ParkMobile's standard signage templates will be treated as custom signage.
Additional and/or replacement signage may be purchased by Client at ParkMobile's then -
current signage rates. Installation and maintenance of all signage is Client's sole responsibility.
Governing Law
State of Arkansas
Schedules
This Agreement incorporates the following Schedules: Schedule 1: Client General Terms and
Conditions; Schedule 2: Services; Schedule 3: Client Electronic Funds Authorization Form
ADDITIONAL
Call Center & Customer Support
WAIVED
Client Support & Maintenance
WAIVED
Hosting
WAIVED
Enforcement Portal
WAIVED
Reporting Portal
WAIVED
Marketing & Advertising
WAIVED
PSA-LF Page 2 of 12
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Q ParkMobile
ParkMobile Service Agreement
The parties have executed this Agreement as of the Effective Date.
CITY OF FA TTEVI 'L PARKMO E, LL��
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PSA-LF Page 3 of 12
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Name:
Tony Stewart
Title:
Chief Legal Officer
Date:
11 /30/2021
Q ParkMobile
SERVICES
ParkMobile Service Agreement
SCHEDULEII:
CLIENT GENERAL TERMS & CONDITIONS
1.1 General. During the term, ParkMobile will provide the
Services to Client in accordance with the terms and
conditions of this Agreement.
1.2 Launch Date. The parties will mutually agree upon the
launch date for the Services.
1.3 ParkMobile Application. On and after the launch date,
Client's Parking Locations, along with associated Parking
Information, will be made available to the general public
through the ParkMobile Application.
1.4 Parking Management Services. Subject to the license
granted in Section 2, Client will be provided access to the
Platform to manage Client's Parking Locations and
associated Parking Information.
1.5 Parking Locations. The parties agree that ParkMobile
does not own, operate, manage, or maintain any Parking
Location. Client agrees that ParkMobile is not responsible
for the condition or operation of any Parking Location,
including, but not limited to, the operation of third -party
hardware and/or software -based solutions used by Client at
the Parking Location or for the delivery and/or fulfillment of
parking or other services at the Parking Location.
2.3 Use Restrictions. Client will not, directly or indirectly, and
will not permit any third party to, access or use the Platform
except as expressly permitted by this Agreement. For
purposes of clarity and without limiting the generality of the
foregoing, Client shall not, except as this Agreement
expressly permits: (a) copy, modify, or create derivative
works of the Platform or Documentation, in whole or in part;
(b) rent, lease, copy, lend, sell, sublicense, assign,
distribute, publish, transfer, or otherwise make available the
Platform or Documentation to any person or entity; (c)
reverse engineer, disassemble, decompile, decode, adapt,
or otherwise attempt to derive or gain access to any
software component of the Platform, in whole or in part; (d)
bypass or breach any security device or protection used by
the Platform or access or use the Platform other than by an
Authorized User through the use of his or her own then valid
Access Credentials; (e) remove any proprietary notices
from the Platform or Documentation; (f) use the Platform or
Documentation in any manner or for any purpose that
infringes, misappropriates, or otherwise violates any IP
Right or other right of any person, or that violates any
applicable law; (g) upload invalid data, malware, or other
software agents through the Platform; or (h) use the
Platform for any purpose beyond the scope of the access
granted in this Agreement.
1.6 Publicity of Services. Each party will use commercially 2.4 Reservation of Rights. Nothing in this Agreement grants
reasonable efforts to market the Services throughout the any right, title, or interest in or to (including any license
Term. All brochures and promotional material to be under) any IP Rights in or relating to, the Services, whether
distributed by Client will be in a form mutually agreed upon expressly, by implication, estoppel, or otherwise. All right,
by the parties, which will not be unreasonably withheld or title, and interest in and to the Services are and will remain
delayed. with ParkMobile.
1.7 Reserved.
1.8 PCI DSS. ParkMobile has obtained, and will continue to
maintain throughout the term, Payment Card Industry —
Data Security Standard (PCI DSS) certification.
1.9 Online Client General Terms & Conditions. The parties
agree that this Agreement supersedes the Client General
Terms and Conditions that is publicly available at
https://parkmobile.io/client-terms with respect to the
Services provided under this Agreement.
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2.1 Provision of Access. Subject to and conditioned on
Client's and its Authorized Users' compliance with the terms
and conditions of this Agreement, all applicable laws and
regulations, and Client's payment of fees, ParkMobile
grants Client a non-exclusive, non -transferable right to
access and use the Platform during the Term. Such use is
limited to Client's internal use. ParkMobile will provide
Client the Access Credentials within a reasonable time
following the Effective Date.
2.2 Documentation License. ParkMobile hereby grants to
Client a non-exclusive, non-sublicensable, non -transferable
license to use the Documentation during the Term solely for
Client's internal business purposes in connection with its
use of the Services.
2.5 Changes. ParkMobile reserves the right, in its sole
discretion, to make any changes to the Services that it
deems necessary or useful to: (a) maintain or enhance: (i)
the quality or delivery of ParkMobile's services to its
customers; (ii) the competitive strength of or market for
ParkMobile's services; or (iii) the Services' cost efficiency or
performance; or (b) to comply with applicable law.
2.6 Suspension or Termination of Services. Notwithstanding
anything to the contrary in this Agreement, ParkMobile may
suspend, terminate, or otherwise Client's, any Authorized
User's, or any other person's access to or use of all or any
part of the Services, without incurring any resulting
obligation or liability, if: (a) ParkMobile receives a judicial or
other governmental demand or order, subpoena, or law
enforcement request that expressly or by reasonable
implication requires ParkMobile to do so; or (b) ParkMobile
believes, in its good faith and sole discretion, that (i) Client
or any Authorized User has failed to comply with any
material term of this Agreement, or accessed or used the
Services beyond the scope of the rights granted or for a
purpose not authorized under this Agreement; (ii) Client or
any Authorized User is, has been, or is likely to be using the
Services for fraudulent, misleading, or unlawful activities;
(iii) there is a threat or attack on any of the Services; (iv)
Client's or any Authorized User's use of the Services
disrupts or poses a security risk to ParkMobile or to any
other client, end user, vendor or partner of ParkMobile; or
PSA-LF Page 4 of 12
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Q ParkMobile
(v) this Agreement expires or is terminated. This Section
does not limit any of ParkMobile's other rights or remedies,
whether at law, in equity, or under this Agreement.
3. CLIENT RESPONSIBILITIES
3.1 Use of Platform Account. Client is responsible and liable 5.
for all uses of the Platform resulting from access provided 5.1
by Client, directly or indirectly, whether such access or use
is permitted by or in violation of this Agreement. Client must
notify ParkMobile immediately of any breach of security or
unauthorized use of Client's account.
3.2 Parking Information. Client is responsible for setting all
rates, zones, and other required information regarding its
Parking Locations offered through the ParkMobile
Application and for keeping such information up to date
within the Platform.
3.3 Effect of Client Failure or Delay. ParkMobile is not
responsible or liable for any delay or failure of performance 5.2
caused in whole or in part by Client's delay in performing,
or failure to perform, any of its obligations under this
Agreement.
4. SERVICE AND SUPPORT 6
4.1 Scheduled Maintenance. ParkMobile will use
commercially reasonable efforts to schedule downtime for
routine maintenance of the Services between the hours of
12:00 a.m. and 4:00 a.m., Eastern Time; however,
ParkMobile may modify this window from time -to -time by
providing Client with advance notice. If ParkMobile
anticipates that it will need to perform maintenance
activities that are likely to be disruptive to the use of the
Services outside of the scheduled maintenance window,
ParkMobile will use commercially reasonable efforts to give
Client at least 24 hours prior notice. Notwithstanding the
foregoing, ParkMobile reserves the right to perform any
required emergency maintenance work outside of the
scheduled maintenance window. To the extent practicable,
ParkMobile will use commercially reasonable efforts to
notify Client before commencing any emergency
maintenance outside of the scheduled maintenance
window and will use commercially reasonable efforts to limit
or avoid impact to use of the Services.
4.2 Client Support. ParkMobile will use commercially
reasonable efforts to assist Client with any technical
support that Client may reasonably require in using the
Services. ParkMobile will provide technical support for rate
and configuration changes to Client Monday — Friday
(excluding holidays) between the hours of 8:00 a.m. and
6:00 p.m. (ET). For issues relating to On -Demand Parking
Services, Client may submit a support request via email to
support(_parkmobile.io. For issues relating to Reservation
Parking Services, Client may submit a support request via
email to prs(a)parkmobile.io. ParkMobile will provide Client
with emergency technical support 24 hours a day, seven
days a week, 365 days a year. In the event of an
emergency involving technical and/or system availability
issues, Client may contact the on -call engineer via email to
applicationsupport(a)parkmobile.io.
4.3 End -User Support. ParkMobile will provide customer
support for ParkMobile Users 24 hours a day, seven days
ParkMobile Service Agreement
a week, 365 days a year. There are multiple methods that
ParkMobile Users can access customer support, such as:
ParkMobile's online ticketing system, in-app chat feature,
and toll -free phone number.
CONFIDENTIAL INFORMATION
General. Neither party will disclose the other party's
Confidential Information except to its employees, affiliates,
agents, or professional advisors ("Representatives") who
need to know it and who have a legal obligation to keep it
confidential. The receiving party will use the disclosing
party's Confidential Information only to exercise rights and
fulfill obligations under this Agreement. The receiving party
will ensure that its Representatives are also subject to the
same non -disclosure and use obligations. The receiving
party may disclose the other party's Confidential
Information when required by law after giving reasonable
notice to the disclosing party, if permitted by law.
Personal Data. In the event a party discloses Personal
Data to the other party, the receiving party will have the right
to use the Personal Data only as required and necessary to
perform its obligations under this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
6.1 Client Data. Client Data remains the sole and exclusive
property of Client. Client grants ParkMobile a perpetual,
irrevocable, royalty -free license to use Client Data in
connection with the Services.
6.2 Client Brand Features. Client grants to ParkMobile a
nonexclusive, nonsublicensable, nontransferable, royalty
free license during the term to display Client's Brand
Features in connection with providing and/or marketing the
Services. ParkMobile will not make any use of Client's
Brand Features in a manner that dilutes, tarnishes or blurs
the value of such Brand Features.
6.3 ParkMobile IP. Client acknowledges that, as between
Client and ParkMobile, ParkMobile owns all right, title, and
interest, including all IP Rights, in and to the Services,
including but not limited to the ParkMobile Application and
the Platform.
6.4 ParkMobile Brand Features. ParkMobile grants to Client
a nonexclusive, nonsublicensable, nontransferable, royalty
free license during the term to display ParkMobile's Brand
Features in connection with the Services, subject to
ParkMobile's Brand Guidelines available at
https://parkmobile. io/company/parkmobile-media-
assets/logos/. Client will not make any use of ParkMobile's
Brand Features in a manner that dilutes, tarnishes or blurs
the value of such Brand Features.
6.5 ParkMobile User Data. ParkMobile User Data remains the
sole and exclusive property of ParkMobile. ParkMobile may
sublicense certain ParkMobile User Data to Client upon
Client's execution of ParkMobile's Data Protection
Agreement. Client will not, directly or indirectly: (i) sell or
resell ParkMobile User Data in any capacity or form; (ii)
create any derivative work using ParkMobile User Data; or
(iii) use ParkMobile User Data for purposes other than
those specifically allowed in this Agreement.
Notwithstanding the foregoing, the parties acknowledge
PSA-LF Page 5 of 12
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Q ParkMobile
and agree that ParkMobile will not sublicense or provide
any PCI Data to Client.
6.6 Resultant Data. Resultant Data remains the sole and
exclusive property of ParkMobile. ParkMobile grants Client
a revocable, royalty -free, non-exclusive, non -assignable,
non -transferable license to applicable Resultant Data for
the duration of the term only for Client's internal use in
connection with the Services.
6.7 Reservation of Rights. ParkMobile reserves all rights not
expressly granted to Client in this Agreement. Except for
the limited rights and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by
implication, waiver, estoppel, or otherwise, to Client or any
third party any IP Rights or other right, title, or interest in or
to the ParkMobile Application and/or the Platform.
7. FEES AND PAYMENT
7.1 Fees. Client shall pay ParkMobile the fees set forth in the
Agreement that incorporates these Client General Terms &
Conditions ("Fees") in accordance with this Section 7.
7.2 Payment Terms. The parties designate Client as the
merchant of record. Client is responsible for the payment of
payment processing and related fees. ParkMobile will pass
real-time authorized debit/credit card transactions to Client
via a gateway solution. Client agrees to pay ParkMobile
$0.05 per transaction for this service. ParkMobile will issue
invoices to Client on a monthly basis for all fees due to
ParkMobile under this Agreement. Client shall pay each
invoice within thirty (30) days of the invoice date. Client
shall make all payments hereunder in US dollars to the
address or account specified on the applicable invoice.
7.3 Taxes. All fees and other amounts payable by Client under
this Agreement are exclusive of taxes and similar
assessments. Without limiting the foregoing, Client is
responsible for all sales, use, and excise taxes, and any
other similar taxes, duties, and charges of any kind imposed
by any federal, state, or local governmental or regulatory
authority on any amounts payable by Client hereunder,
other than any taxes imposed on ParkMobile's income.
7.4 Late Payments. If Client fails to make any payment when
due then, in addition to all other remedies that may be
available: (a) ParkMobile may charge interest on the past
due amount at the rate of 1.5% per month calculated daily
and compounded monthly or, if lower, the highest rate
permitted under applicable law; (b) Client shall reimburse
ParkMobile for all costs incurred by ParkMobile in collecting
any late payments or interest, including attorneys' fees,
court costs, and collection agency fees; and (c) if such
failure continues for thirty (30) days following written notice
thereof, ParkMobile may suspend performance of the
Services until all past due amounts and interest thereon
have been paid, without incurring any obligation or liability
to Client or any other person by reason of such suspension.
7.5 No Deductions or Setoffs. All amounts payable to
ParkMobile under this Agreement shall be paid by Client to
ParkMobile in full without any setoff, recoupment,
counterclaim, deduction, debit, or withholding for any
reason (other than any deduction or withholding of tax as
may be required by applicable law).
ParkMobile Service Agreement
7.6 Fee Increases. ParkMobile may increase Fees for any
contract year, by providing written notice to Client at least
sixty (60) calendar days written notice.
7.7 Limited Payment Agent. Client appoints ParkMobile as its
agent for the limited purpose of receiving, holding, and
settling payments made by ParkMobile Users to Client in
connection with the Services. Client acknowledges and
agrees that receipt of payment from ParkMobile Users in
connection with the Services by ParkMobile shall be
deemed the same as receipt by Client itself.
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8.1 Mutual. Each party represents, warrants and covenants to
the other party that: (a) it is duly organized, validly existing,
and in good standing as a corporation or other legal entity
under the laws of the jurisdiction of its incorporation or other
organization; (b) it has the full right, power, and authority to
enter into and perform its obligations and grant the rights,
licenses, consents, and authorizations it grants or is
required to grant under this Agreement; (c) the
representative that is executing this Agreement has been
duly authorized by all necessary corporate or organizational
action of such party; and (d) when executed and delivered
by both parties, this Agreement will constitute the legal,
valid, and binding obligation of such party, enforceable
against such party in accordance with its terms.
8.2 ParkMobile. ParkMobile represents, warrants, and
covenants to Client that ParkMobile will perform the
Services using personnel of required skill, experience, and
qualifications and in a professional and workmanlike
manner in accordance with generally recognized industry
standards for similar services and will devote adequate
resources to meet its obligations under this Agreement.
8.3 Disclaimers. EXCEPT FOR THE EXPRESS
WARRANTIES SET FORTH IN SECTION 8.1 AND
SECTION 8.2, ALL SERVICES ARE PROVIDED "AS IS."
PARKMOBILE SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON -
INFRINGEMENT, AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. WITHOUT LIMITING THE FOREGOING,
PARKMOBILE DOES NOT WARRANT THAT THE
SERVICES OR ANY PRODUCTS OR RESULTS OF THE
USE THEREOF WILL BE UNINTERRUPTED OR ERROR -
FREE. PARKMOBILE SHALL NOT BE LIABLE FOR
DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR
OTHER PROBLEMS INHERENT IN USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS.
1l1041 Q :1LT, M KINIIs] ki
9.1 Mutual. Each party will indemnify, defend, and hold
harmless the other party from and against any and all
losses, damages, liabilities, costs (including reasonable
attorneys' fees) ("Losses") incurred as a result from any
third -party claim, suit, action, or proceeding ("Third -Party
Claim") to the extent it arises from a breach of the
indemnifying party's representations and warranties under
this Agreement.
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9.2 ParkMobile. ParkMobile will indemnify, defend, and hold
harmless Client from and against any and all Losses
incurred by Client resulting from any Third -Party Claim that
the Platform or any use of the Platform in accordance with
this Agreement, infringes or misappropriates such third
party's IP Rights, provided that Client promptly notifies
ParkMobile in writing of the claim, cooperates with
ParkMobile, and allows ParkMobile sole authority to control
the defense and settlement of such claim.
9.3 Client. Client will indemnify, defend, and hold harmless
ParkMobile from and against any and all Losses incurred
by ParkMobile resulting from any Third -Party Claim arising
out of Client's disclosure or use of ParkMobile User Data in
violation of this Agreement.
9.4 Mitigation. If any of the Services are claimed to, or in
ParkMobile's opinion are likely to, infringe, misappropriate,
or otherwise violate any third -party IP Rights, or if Client's
use of the Services is enjoined or threatened to be enjoined,
ParkMobile may, at its option and sole cost and expense:
(a) obtain the right for Client to continue to use the Services
as contemplated by this Agreement; (b) modify or replace
the Services, in whole or in part, to seek to make the
Services (as so modified or replaced) non -infringing, while
providing equivalent features and functionality, in which
case such modifications or replacements will constitute the
Services, as applicable, under this Agreement; or (c) by
written notice to Client, terminate this Agreement and
require Client to immediately cease any use of the Services.
9.5 Sole Remedy. THIS SECTION 9 SETS FORTH CLIENT'S
SOLE REMEDIES AND PARKMOBILE'S SOLE LIABILITY
AND OBLIGATION FOR ANY ACTUAL, THREATENED,
OR ALLEGED CLAIMS THAT THE SERVICES OR ANY
SUBJECT MATTER OF THIS AGREEMENT INFRINGES,
MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY.
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10.1 Exclusion of Damages. EXCEPT AS OTHERWISE
PROVIDED IN SECTION 10.3, IN NO EVENT WILL
PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE
PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION,
USE, BUSINESS, REVENUE, OR PROFIT OR
DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO
USE OR LOSS, INTERRUPTION, OR DELAY OF THE
SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR
RECOVERY OF DATA, OR BREACH OF DATA OR
SYSTEM SECURITY; (D) COST OF REPLACEMENT
GOODS OR SERVICES; (E) LOSS OF GOODWILL OR
REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, REGARDLESS OF WHETHER
SUCH PERSONS WERE ADVISED OF THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES
OR DAMAGES WERE OTHERWISE FORESEEABLE,
AND NOTWITHSTANDING THE FAILURE OF ANY
ParkMobile Service Agreement
AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.
10.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE
PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE
COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE
ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER ARISING UNDER OR RELATED TO BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR ANY OTHER LEGAL OR
EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL
AMOUNTS PAID TO PARKMOBILE UNDER THIS
AGREEMENT IN THE 12 MONTH PERIOD PRECEDING
THE EVENT GIVING RISE TO THE CLAIM. THE
FOREGOING LIMITATIONS APPLY EVEN IF ANY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.3 Exceptions. The exclusions and limitations in Section 10.1
and Section 10.2 do not apply to ParkMobile's obligations
under Section 9 or liability for ParkMobile's gross
negligence or willful misconduct.
11. RESERVED
12. GENERAL TERMS
12.1 Assignment. Client shall not assign or otherwise transfer
any of its rights, or delegate or otherwise transfer any of its
obligations or performance under this Agreement, in each
case whether voluntary, involuntarily, by operation of law,
or otherwise, without ParkMobile's prior written consent. No
assignment, delegation, or transfer will relieve Client of any
of its obligations or performance under this Agreement. Any
purported assignment, delegation, or transfer in violation of
this Section 12.1 is void. This Agreement is binding upon
and inures to the benefit of the parties and their respective
successors and permitted assigns.
12.2 Severability. If a court of competent jurisdiction holds any
term or provision of this Agreement to be invalid, illegal or
unenforceable, the rest of the Agreement will remain in
effect.
12.3 Headings. The headings in this Agreement are for
reference only and do not affect the interpretation of this
Agreement.
12.4 Notices. Any notice or communication permitted or
required under this Agreement must be in writing and will
be deemed received by the addressee: (a) when received,
if delivered by hand with signed confirmation of receipt; (b)
when received, if sent by a nationally recognized overnight
courier, signature required; (c) when sent, if by email (with
confirmation of transmission), if sent during the addressee's
normal business hours, and on the next business day, if
sent after the addressee's normal business hours; and (d)
on the third business day after the date mailed by certified
or registered mail, return receipt requested, postage
prepaid. Notices must be sent to the attention of the
respective party's legal department at the address set forth
at the beginning of this Agreement or such other address
as either party may specific in writing. Any notice permitted
or required under this Agreement that is sent to ParkMobile
shall also be sent via email to legaknotices6a�parkmobile.io.
12.5 Governing Law. This Agreement and all related
documents, and all matters arising out of or relating to this
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Agreement, whether sounding in contract, tort, or statute
are governed by, and construed in accordance with, the
laws of the State of Arkansas, United States of America
(including its statutes of limitations).
12.6 Amendment; Waivers. Any amendment must be in writing,
signed by both parties, and expressly state that it is
amending this Agreement. No waiver by any party will be
effective unless explicitly set forth in writing and signed by
the party so waiving. No terms or conditions stated in a
Client purchase order, vendor onboarding process or web
portal, or any other Client order documentation shall be
incorporated into or form any part of this Agreement, and all
such terms or conditions shall be null and void,
notwithstanding any language to the contrary therein,
whether signed before or after this Agreement.
12.7 Entire Agreement. This Agreement, together with any
other documents incorporated herein by reference,
constitutes the sole and entire agreement of the parties with
respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous
understandings, agreements, representations, and
warranties, both written and oral, with respect to such
subject matter.
12.8 Third -Party Beneficiaries. There are no third -party
beneficiaries under this Agreement.
12.9 Force Majeure. Neither party will be liable to the other for
any delay or failure to perform any obligation under this
Agreement (except for a failure to pay Fees) if the delay or
failure results from any cause beyond such party's
reasonable control, including acts of God, labor disputes or
other industrial disturbances, systemic electrical,
telecommunications, or other utility failures, earthquakes,
storms or other elements of nature, pandemics, blockages,
embargoes, riots, acts or orders of government, acts of
terrorism, or war.
12.10 Independent Contractors. The parties to this Agreement
are independent contractors. The parties do not intend, and
nothing in this Agreement should be construed, to create or
enter into any partnership, joint venture, employment,
franchise, agency, or similar relationship. Neither party has
the power to bind the other or incur obligations on the other
party's behalf without the other party's prior written consent.
12.11 Export Control. Client will comply with all export and
import laws and regulations of the United States and other
applicable jurisdictions. Without limiting the foregoing,
Client: (i) represents and warrants that it is not listed on any
U.S. government list of prohibited or restricted parties or
located (or a national of) a country that is subject to a U.S.
government embargo or that has been designated by the
U.S. government as a "terrorist supporting" country; (ii) will
not (and will not permit any third parties to) access or use
any Service in violation of any U.S. export embargo,
prohibition or restriction, and (iii) will not submit to any
Service any information that is controlled under the U.S.
International Traffic in Arms Regulation.
12.12 Interpretation. This Agreement shall be construed without
regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or
causing any instrument to be drafted. The Schedules
ParkMobile Service Agreement
referred to herein shall be construed with, and as an integral
part of, this Agreement to the same extent as if they were
set forth verbatim herein.
12.13 Counterparts. The parties may execute this Agreement in
counterparts, including PDF and other electronic copies,
which taken together will constitute one instrument.
11111011111111111110=IJ[kill I163 I
"Access Credentials" means any user name, identification
number, password, license or security key, security token,
PIN, or other security code, method, technology, or device,
used alone or in combination, to verify an individual's
identity and authorization to access and use the Platform.
"Authorized User" means Client's employee, consultant,
contractor, and agent who is authorized by Client to access
and use the Platform under the rights granted to Client
pursuant to this Agreement.
"Brand Features" means a party's trade names,
trademarks, service marks, logos, domain names, and
other distinctive brand features.
"Client Data" means any data specific to Client's operation
that is provided by Client to ParkMobile to be used in the
provision of Services that is not available to ParkMobile
publicly or by other means.
"Confidential Information" means information that one
party (or an affiliate) discloses to the other party under this
Agreement, and that is marked as confidential or would
normally be considered confidential information under the
circumstances. It does not include information that is
independently developed by the recipient, is rightfully given
to the recipient by a third party without confidentiality
obligations or becomes public through no fault of the
recipient.
"Documentation" means any manuals, instructions, or
other documents or materials that ParkMobile provides or
makes available to Client in any form or medium and which
describe the functionality, components, features, or
requirements of the Services.
"IP Rights" means any and all registered and unregistered
rights granted, applied for, or otherwise now or hereafter in
existence under or related to any patent, copyright,
trademark, trade secret, database protection, or other
intellectual property rights laws, and all similar or equivalent
rights or forms of protection, in any part of the world.
"Parking Information" means parking zones, parking rates,
parking restrictions, selected payment methods, and other
information necessary for the provision of the Services for
a specific Parking Location.
"Parking Location" means the location or locations of
Client's on -street parking, off-street parking, reservation
parking, parking lots, parking decks, permitted parking, and
other facilities where ParkMobile Users may park.
"ParkMobile Application" means any and all mobile and/or
web applications, services, or interfaces developed,
hosted, or managed by, on behalf of, or in partnership with
ParkMobile and that are made available to the general
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public and that facilities the payment of parking
transactions.
"ParkMobile User" means an end user that uses the
ParkMobile Application.
"ParkMobile User Data" means information, data, and
other content, in any form or media, that is submitted,
posted, or otherwise transmitted by or on behalf of a
ParkMobile User, directly or indirectly, through the
ParkMobile Application.
TCI Data" means, as applicable, payment card number,
cardholder name, expiration date, card verification code or
value, service code, and/or security -related information
used to authenticate cardholders and/or authorize payment
card transactions
"Personal Data" means (i) any information about an
identified or identifiable individual; or (ii) information that is
not specifically about an identifiable individual but, when
combined with other information, may identify an individual.
Personal Data includes names, email addresses, postal
addresses, telephone numbers, government identification
numbers, financial account numbers, payment card
information, license plate information, online identifiers
(including IP addresses and cookie identifiers), network and
hardware identifiers, geolocation information, and any
information that constitutes "personal data" or "personal
information" within the meaning of any relevant and
applicable data privacy or protection laws.
"Platform" means access -controlled mobile and/or web
applications, services or interfaces developed, hosted, or
managed by, on behalf of, or in partnership with ParkMobile
that are made available to Client to administer, configure,
manage and/or monitor parking sessions, parking rates,
and/or parking restrictions associated with Client's Parking
Locations.
"Resultant Data" means data and information related to
Client's, Authorized Users' and/or ParkMobile Users' use of
the Services that is used by ParkMobile in an aggregate
and anonymized manner, including to compile statistical
and performance information related to the provision and
operation of the Services.
"Services" means the ParkMobile Application, the
Platform, and all other services provided by ParkMobile
under this Agreement.
ParkMobile Service Agreement
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SCHEDULE 2: SERVICES
ON -DEMAND PARKING SERVICES
ParkMobile Service Agreement
ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for on -demand parking
using the ParkMobile Application ("On -Demand Parking').
ParkMobile Users may begin and, if applicable, end a parking transaction in a variety of ways: (1) visiting
https://app.parkmobile.io; (2) calling ParkMobile's IVR System, or (3) using the ParkMobile Application. In order to register
with ParkMobile and begin a parking session, a consumer simply provide ParkMobile with the information required by
ParkMobile to create an account, including payment method information and license plate number. Thereafter, subsequent
parking sessions only require the ParkMobile User to enter or select the applicable parking duration available for the
applicable location.
The parking zone code of the Client parking areas are indicated on parking signs or on parking meters. Enforcers
of the Client check the validity of parking status real time against the Platform via a web service offering, provided as part
of the Services, to determine if a valid parking right exists. This information can be accessed by using a handheld terminal,
mobile device or personal digital assistant (PDA).
ParkMobile does not provide or pay for Client's use of handheld terminals, mobile devices or PDAs for enforcement
or any data plans or other items needed for communication between such items and the Services.
At their option, ParkMobile Users will receive parking alert services from ParkMobile via SMS, ParkMobile
Application push notification or email. The ParkMobile User may be notified, for example, when parked for an extended
period of time or when the maximum parking time nears expiration.
ParkMobile Users can use On -Demand Parking anywhere the Services are available.
All parking charges are automatically charged to the ParkMobile User's payment method, and ParkMobile Users
have real time access to an online account -based personal page accessible from https://app.parkmobile.io to access and
print parking history, receipts, and statements.
RESERVATION PARKING SERVICES
ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for reservation parking
using the ParkMobile Application ("Reservation Parking").
For each Parking Location that the parties agree to on -board for Reservation Parking Services, ParkMobile shall
make the Parking Location's parking inventory available for sale through the ParkMobile Application and shall market and
advertise such availability. The number of parking spaces and corresponding reservation periods and parking rates making
up the parking inventory shall be specified by Client and may be altered by Client at any time for unreserved parking
inventory.
Responsibilities of Client.
In order for ParkMobile to provide Reservation Parking Services, Client shall maintain an agreed upon number of
parking spaces or transportation services at the Parking Location which shall be maintained at all times unless ParkMobile
is notified otherwise in writing by Client.
If access to the Parking Location is denied for any reason other than a ParkMobile User's error or failure to abide
by Client's rules and regulations, Client agrees to forfeit its share of the applicable parking fee and authorizes ParkMobile
to refund the entire Parking Fee to the ParkMobile User. If access to the Parking Location is denied because of a ParkMobile
User's error or failure to abide by Client's rules and regulations, no Parking Fees will be refunded to the ParkMobile User.
Client shall promote and market the Services through mutually agreed upon methods which shall include:
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ParkMobile Service Agreement
o a persistent, prominent "call to action" link/button on the parking and/or transportation pages of the Parking
Location website(s) that directs users to the Client -branded website created by ParkMobile (e.g. a "Reserve
Parking Now" button);
o Embedded content on the parking and/or transportation pages of the Parking Location website(s) describing
why and how to reserve parking through ParkMobile (e.g. FAQs, videos, etc.), such content to be provided
by ParkMobile; and
o mentions in emails promoting the Parking Location, including "know before you go" emails, all of which shall
include a "call to action" to reserve event parking and link to the Client -branded website created by
ParkMobile.
Client agrees to use commercially reasonable efforts to obtain for ParkMobile a license to use photo and video assets of
the Parking Location (where Client is not the Parking Location owner) and any tenants of a Parking Location in connection
with ParkMobile's marketing of the Services as available at such Parking Location.
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ParkMobile Service Agreement
SCHEDULE 3:
CLIENT ELECTRONIC FUNDS AUTHORIZATION FORM
This form authorizes Parkmobile, LLC to make payment to a business electronically. All payments will be paid in the account
designated by the voided check or bank letter attached to this form. It is the responsibility of Client to notify ParkMobile of
any changes pertinent to electronic payments, such as changes in banking information or email address.
PAYEE/CLIENT INFORMATION
CLIENT NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE NUMBER:
I PRIMARY FINANCE CONTACT EMAIL:
I SECONDARY FINANCE CONTACT EMAIL: / . ( / l 4 1
I SIGNATURE & TITLE OF AUTHORIZED OFFICIAL-/ 71 ,A I
BANK NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE:
EMAIL:
NINE DIGIT ROUTING TRANSIT NUMBER:
DEPOSITOR ACCOUNT TITLE:
DEPOSITOR ACCOUNT NUMBER:
TYPE OF ACCOUNT:
PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE ABOVE
ACCOUNT INFORMATION
This form authorizes Parkmobile, LLC to send credit entries and appropriate debit and adjustment entries electronically or
by any other commercially accepted method to the account indicated above and to other accounts specified by Client in the
future (collectively, the "Account'). This form authorizes the financial institution holding the Account to post all such entries.
This authorization will be in effect until ParkMobile receives a written termination notice from Client and has a reasonable
opportunity to act on it.
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