HomeMy WebLinkAbout12 - Amendment No. 3 to PSA for Pay-By-Cell and Parking Reservation ServicesQ SEW Pp�T
CITY OF
5
== z NEWPORT BEACH
<,FORN'P City Council Staff Report
March 23, 2021
Agenda Item No. 12
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Scott Catlett, Finance Director/Treasurer - 949-644-3323,
scatlett@newportbeachca.gov
PREPARED BY: Caryl Bryant, Fiscal Specialist, cbryant@newportbeachca.gov
PHONE: 949-644-3149
TITLE: Amendment No. Three to Professional Services Agreement with
Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services
ABSTRACT:
The City entered into a Professional Services Agreement (Agreement) with Parkmobile,
LLC for pay -by -cell and parking reservation service on April 5, 2016. The Agreement was
amended twice and currently expires on April 4, 2021. Staff is requesting an extension of
the Agreement to April 4, 2022, which will provide time to complete a Request for
Proposals (RFP) process.
RECOMMENDATION:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Approve Amendment No. Three to extend the Agreement termination date to April 4,
2022, and update the insurance requirements; and
c) Authorize the City Manager and City Clerk to execute Amendment No. Three to the
Agreement.
DISCUSSION:
Parkmobile, LLC (Parkmobile) provides a payment platform that allows parkers to pay
their parking fees with their smart phone. Payment for parking by cell phone instead of
meters or paystations continues to be a growing trend, particularly during the pandemic.
From 2018 to 2020, pay -by -cell transactions have increased by 11 %, and now represent
30% of all parking transactions in the City. Parkmobile is the largest pay -by -cell company
in the United States and is also used locally in Los Angeles, Redondo Beach, San Diego,
Santa Ana, and Riverside. Many customers are familiar with the Parkmobile app, and new
customers find the app easy to use.
12-1
Amendment No. Three to Professional Services Agreement with Parkmobile, LLC for
Pay -By -Cell and Parking Reservation Services
March 23, 2021
Page 2
Customers can link their Parkmobile app to various electronic payment methods including
credit or debit cards, PayPal, and other mobile wallet options. The customer is then able
to affect payment from the convenience of their car, set up expiration notifications, and
add time from their current location without returning to a meter or pay station. The
Parkmobile app also allows customers to manage vehicles, save their favorite or recent
parking zones, has a "find my car" feature, and gives customers the ability to view and
print their parking history.
In addition to pay -by -cell services, Parkmobile also provides validation codes for free
parking and manages a separate web -based parking reservation/permit system. This
online system allows customers to purchase parking in advance and is currently available
for Catalina Flyer passengers and for the Girl Scout facility at Marina Park. When Catalina
Flyer passengers buy their ferry tickets online, they are provided a link to purchase
parking. This is convenient for passengers and allows the City to provide directions to the
appropriate parking lot for long-term parking.
The City entered into a Professional Services Agreement (Agreement) with Parkmobile,
LLC on April 5, 2016 (Attachment B), for pay -by -cell and parking reservation services.
The Agreement was amended by Amendment No. One (Attachment C), dated March 26,
2019, and Amendment No. Two (Attachment D) dated January 12, 2021, and will expire
on April 4, 2021. The first amendment to the Agreement increased the total compensation
amount to account for a higher than anticipated volume of customer transactions, and the
second amendment to the agreement extended the term of the agreement by
approximately two months to a total term of five years and made various administrative
changes to the contract language related to insurance, conflicts of interest, and other
requirements. Staff is requesting a third amendment (Attachment A) to extend the
Agreement to April 4, 2022, which will provide time to complete the installation of new
paystations for metered parking and a Request for Proposals (RFP) process. The
forthcoming RFP will be designed to provide multiple pay -by -cell options for City visitors,
residents, and businesses instead of an exclusive agreement with Parkmobile, as well as
integration of the data from these multiple providers into a single database that can
interface with the City's systems.
FISCAL IMPACT:
The Agreement with Parkmobile has a not -to -exceed (authorized spending) limit of
$419,000, which will remain unchanged. No budget amendment is therefore required
with this contract amendment. Annual spending under the contract has ranged from
$55,000 to $77,000 per year, which covers a $0.15 per transaction fee for payments by
cell phone, a $1.00 per transaction fee for parking reservations, and $200 per month for
the ability to provide free validated parking that is used for recreation class -related parking
at Marina Park. These costs are fully recovered through the rates charged for parking in
metered spaces and in City parking lots.
12-2
Amendment No. Three to Professional Services Agreement with Parkmobile, LLC for
Pay -By -Cell and Parking Reservation Services
March 23, 2021
Page 3
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING -
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Amendment No. Three to Professional Services Agreement with
Parkmobile, LLC for Pay -by -Cell and Parking Reservation Services
Attachment B — Professional Services Agreement with Parkmobile, LLC for Pay -by -Cell
and Parking Reservation Services
Attachment C — Amendment No. One to Professional Services Agreement with
Parkmobile, LLC for Pay -by -Cell and Parking Reservation Services
Attachment D — Amendment No. Two to Professional Services Agreement with
Parkmobile, LLC for Pay -by -Cell and Parking Reservation Services
12-3
ATTACHMENT A
Amendment No. Three to Professional Services Agreement with Parkmobile, LLC
for Pay -by -Cell and Parking Reservation Services
12-4
AMENDMENT NO. THREE TO
PROFESSIONAL SERVICES AGREEMENT
WITH PARKMOBILE, LLC FOR
PAY -BY -CELL AND PARKING RESERVATION SERVICES
THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. Three") is made and entered into as of this 23rd day of March, 2021
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and PARKMOBILE, LLC, a Delaware
limited liability company ("Consultant"), whose address is 1100 Spring Street NW, Suite
200, Atlanta, Georgia, 30309, and is made with reference to the following:
RECITALS
A. On April 5, 2016, City and Consultant entered into a Professional Services
Agreement ("Agreement') to provide pay -by -cell, parking reservation services, and
optional parking permit services ("Project').
B. On March 26, 2019, City and Consultant entered into Amendment No. One to the
Agreement to increase the total compensation as a result of an unanticipated
increase in the volume of customer transactions for which Consultant receives
payment by City.
C. On January 12, 2021, City and Consultant entered into Amendment No. Two to
the Agreement to extend the term of the Agreement to April 4, 2021, amend the
Project Manager, Administration, Conflicts of Interest, and Notices sections, and
update Insurance requirements.
D. The parties desire to enter into this Amendment No. Three to extend the term of
the Agreement to April 4, 2022, and update Insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 4, 2022, unless terminated earlier as set forth herein."
2. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
12-5
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Parkmobile, LLC Page 2
12-6
IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aaro2 Harp
City orney
ATTEST:
Date:
In
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: PARKMOBILE, LLC, a
Delaware limited liability company
By: PARKMOBILE USA, INC., a
Georgia corporation
Date:
Jon Ziglar
Chief Executive Officer
Date:
As
Anthony Stewart
Secretary/General Counsel
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
Parkmobile, LLC Page 3
12-7
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Parkmobile, LLC Page C-1 12.8
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Parkmobile, LLC Page C-2 12.9
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
Parkmobile, LLC Page C-3 12-10
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Parkmobile, LLC Page C-4 12-11
ATTACHMENT B
Professional Services Agreement with Parkmobile, LLC for Pay -by -Cell and
Parking Reservation Services
12-12
PROFESSIONAL SERVICES AGREEMENT
WITH PARKMOBILE, LLC FOR
PAY -BY -CELL AND PARKING RESERVATION SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 5th day of April, 2016 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
PARKMOBILE, LLC, a Delaware limited liability company ("Consultant"), whose address
is 1100 Spring Street NW, Suite 200, Atlanta, Georgia 30309, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide pay -by -cell, parking reservation
services, and optional parking permit services ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 25, 2021, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
12-13
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed One Hundred
Twenty Thousand Dollars and 00/100 ($120,000..00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Parkmobile, LLC Page 2
12-14
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Nathan Donnell to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance Department. City's
Revenue Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All
Services shall be performed by qualified and experienced personnel who are not
employed by City. By delivery of completed Work, Consultant certifies that the Work
Parkmobile, LLC Page 3
12-15
conforms to the requirements of this Agreement, all applicable federal, state and local
laws, and legally recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
Parkmobile, LLC Page 4
12-16
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment. The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
,.-..._-
Parkmobile, LLC Page 5
12-17
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 For any custom development work requested by the City outside of the
Scope of Services outlined in Exhibit A, the City shall have exclusive ownership of the
intellectual property rights in the custom deliverables and other work product created by
the Consultant or its subcontractors in connection with an agreed upon statement of
work for such custom development, including but not limited to all copyrights and trade
secrets (collectively "City Intellectual Property"). Each and every report, draft, map,
record, plan, document and other writing produced, including but not limited to,
websites, blogs, social media accounts and applications (hereinafter "Documents"),
prepared or caused to be prepared by Consultant, its officers, employees, agents and
subcontractors, in the course of implementing the City Intellectual Property, shall
become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Additionally, all material posted in cyberspace by Consultant, its officers, employees,
agents and subcontractors, in the course of implementing the City Intellectual Property,
shall become the exclusive property of City, and City shall have the sole right to use
such materials in its discretion without further compensation to Consultant or any other
party. Consultant shall, at Consultant's expense, provide such Documents, including all
logins and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant as City Intellectual Property is not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents for other
projects and any use of incomplete Documents without specific written authorization
from Consultant will be at City's sole risk and without liability to Consultant. Further, any
and all liability arising out of changes made to Consultant's deliverables under Section
17 of this Agreement by City or persons other than Consultant is waived against
Consultant, and City assumes full responsibility for such changes unless City has given
Consultant prior notice and has received from Consultant written consent for such
changes.
Parkmobile, LLC _ Page 6
12-18
17.3 All written documents associated with the City Intellectual Property
developed by Consultant shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
Parkmobile, LLC Page 7
12-19
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY`S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Evelyn Tseng, Revenue Manager
Finance Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Jon Ziglar, Chief Executive Officer
Parkmobile, LLC
1100 Spring St. NW, Suite 200
Atlanta, GA 30309
Parkmobile, LLC � Page 8
12-20
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than thirty (30) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with ,all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
Parkmobile, LLC Page 9
12-21
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.8 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law,
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Parkmobile, LLC page 10
12-22
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: .3 A y. r'
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: `-V
ro--
By.-
Aaron-C-70arp oal-Lx llv Dave Kiff
City Attorney City Manager
ATTEST: � 2�•1�
Date: T
Leilani 1. Brown
Citv Clerk
CONSULTANT: Parkmobile, LLC, a
DelawareI' it d liability company
Date:—'.- %3�C (,
By:
jq ig
C ecu 've Officer
Date: •�3 i
By:
Aliso rlich
Se ' r Vice President, Administration
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Parkmobile, LLC Page 11
12-23
EXHIBIT A
SCOPE OF SERVICES
Parkmobile, LLC Page A-1
12-24
EXHIBIT A
Scone of Services
On Demand Pay -By -Cell Parking Services
Parkmobile shall provide its pay -by -cell mobile technology service to City's parking customers ("End
Users") to facilitate the payment of parking transactions.
End Users shall be able to pay for parking by:
a. using Parkmobile's mobile application;
b. visiting the website of Parkmobile - www.parkmobile.com; or
c. calling an Intelligent Voice Response (IVR) 1-800 Number.
In order to pay for parking through Parkmobile, End Users must create a Parkmobile account. During
the registration process, the End User must provide certain information to Parkmobile, including the End
User's name, credit card data and license plate number. Parkmobile shall store such data in a secure,
PCI Level 1 compliant environment. Thereafter, subsequent parking visits will only require the End User
to enter or select the applicable parking zone and duration options available for the location.
End Users will receive parking alert services via text mobile app push notification or email. The End User
will be notified, for example, when parked for an extended period of time or when the maximum
parking time nears expiration.
End Users will receive access to any other End User services Parkmobile develops during the term of the
Agreement.
Parkmobile shall accept several electronic payment methods:
a. Traditional credit card payments, i.e. - Visa, MasterCard, Discover, and American
Express ("Traditional Payments")
b. Alternative payment methods ("Emerging Payments") which involve the use of virtual
account -based membership profiles that a customer can utilize to transact purchases
based upon the member's individual payment preferences, i.e. - PayPal, Parkmobile's
Stored Value Wallet, the Google Wallet, ACH, MasterCard's globalVCard, ISIS Wallet,
Visa Checkout. City shall have the option to terminate the use of Emerging payments by
End Users at anytime.
The parking zone number of the parking area is indicated on parking signs or on parking meter decals.
City parking enforcement will confirm the validity of parking status, in real time, through Parkmobile's
web -based database. Parkmobile shall offer such web -based database, which may be accessed by a
handheld terminal, at no additional charge to the City. Although the provision of enforcement
handhelds and GSM cards for communication between the handheld terminals and the database and
12-25
back-office systems are outside these Scope of Services, Parkmobile will work with all City contractors
for the integration and receipt of data in real time.
Parking charges shall be automatically charged to the End User; the On Demand Service Fees (defined in
the Schedule of Billing Rates) shall be charged to the City. End Users shall have real time access to an
online account -based personal page accessible from www.parkmobile.com to confirm and print their
parking history, receipts, and statements.
City shall be solely responsible for establishing parking rates and fees.
PARKING RESERVATION SERVICES
Parkmobile shall provide City with a customized bundle of services (collectively, "Reservation Services"),
which, at a minimum, will allow End Users who purchase advance tickets, products or services through a
City merchant or service provider, to pay for parking in advance at City designated parking areas
("Parking Reservation System"). Parkmobile shall work with businesses, as requested by the City, to
integrate the business' website with Parkmobile's website, provide discounts or vouchers as needed and
provide Parkmobile marketing materials.
Once End Users are electronically routed to the Parkmobile enabled website, the Parking Reservation
System shall guide End Users through a series of step-by-step instructions to purchase a temporary pre-
paid parking permit with a specifically identified credential, most likely the End User's license plate,
which will grant the End User a license to park one (1) vehicle at a City designated parking area for a
specified period of time. For each temporary permit, City shall be charged a Reservation Service Fee
(defined in the Schedule of Billing Rates) and the End User shall be charged the parking fee.
Parkmobile shall provide customer service in connection with the Reservation Services so that End Users
experiencing problems or have questions may call a toll-free telephone number for customer assistance.
Parkmobile shall temporarily cease permit sales at the direction of the City, as requested.
Parkmobile shall process/provide refunds to End User as outlined by the City.
Parkmobile shall provide transaction summary reports to City as requested.
City shall be solely responsible for establishing parking rates and fees.
TEMPORARY PARKING PERMITS - ONLINE SERVICES ONLY (at City's option)
Parkmobile shall provide a digital Temporary Parking Permit system to City End Users if requested by
City.
Parkmobile's Temporary Parking Permit system shall:
12-26
• Allow End Users to purchase a Temporary Parking Permit that would be valid at City designated
parking zones from one to thirty days;
• Provide End Users with the ability to purchase or renew Temporary Parking Permits through
Parkmobile's website or mobile application;
• Provide a 24/7 web -based permit management solution;
• Be configured to mirror the look and feel of the City;
• Utilize the End User vehicle's license plate number ("LPN") as a main identifier. Each permit is
valid for only one LPN / vehicle — so customers cannot "share" permits among multiple vehicles;
• Integrate with City's license plate recognition ("LPR") software service providers; and
• Integrate with City's enforcement hand held devices.
The following table represents a description of Parkmobile's permit management functionality:
End User Functionality (the Permit Holder)
Supplier Functionality (the City)
Register for an Account
Same Functionality & Options as City
Apply for and purchase Permits
Payment Options: Check and Credit Card
Payment Management
Communication to End User
Access Payment History
Application & Permit Management
Manage Personal Information
Renew Expiring Permits
Manage Account Information
Ability to Disable and/or End Permit
OTHER SERVICES
Non -Integrated Gateway Vendor Service
Parkmobile shall use best efforts to ensure its system integrates with City selected gateway vendor.
Marketing/Advertising
Parkmobile shall use best efforts to market Parkmobile's pay -by -cell technology in the City, and provide
pay -by -cell adoption incentives as requested by the City, including but not limited to, coupon codes,
merchant validation codes, and frequent parking program rewards.
Customized Reporting
Parkmobile shall provide reports and query responses as requested by the City monthly.
12-27
Custom Integration to 3rd parties
Parkmobile shall integrate and transmit live payment data to any parking or citation system of City's
choice, including but not limited to, parking meters, paystations, enforcement handhelds, enforcement
systems, parking availability websites and other parking management systems.
Citation/Enforcement support
Parkmobile shall provide real-time payment or temporary permit information from mobile parking,
permits or reservation system.
Replacement Signage/Stickers
Parkmobile shall supply all required signage and stickers as requested by the City. Cost of signs and
stickers will be the responsibility of the city. Standard stickers cost $3.00 each and standard signs cost
$20.00 each. Shipping not included.
Training
Parkmobile shall provide on-site training to City staff and City's contractors on all three systems — on
demand, reservations and permits -as they are implemented.
Zone & Rate structure changes after implementation
Parkmobile shall implement zone and rate structure changes in a timely manner and as prescribed by
City resolution or Municipal Code.
Event Parking Pricing Override
Parkmobile shall provide City with the ability to temporarily override the current parking rates for
special events.
Self -Administration Service
Parkmobile shall provide City access to the Parkmobile back office system to create permits and reports.
Process Refund Requests
Parkmobile shall process refund requests for Reservation and Permit customers in accordance with City
guidelines. City shall process refund requests for On Demand customers.
SERVICE LEVELS
1. Operation, Management and Maintenance of the System
(a) Parkmobile shall use best efforts not to perform maintenance during business hours. In
emergency cases, adjustments to the system may also take place during hours for paid parking. If
necessary, Parkmobile may perform maintenance of the system during business hours, provided
Parkmobile provides the City with at least twenty-four (24) hours advance notice before the start of the
work.
(b) Parkmobile shall make a daily backup of data in the (local) database, which data shall be
retained for three (3) months.
2. Errors and Interruptions
12-28
(a) Where there is an error or interruption occurs in the Services, the City shall inform
Parkmobile as soon as possible. Parkmobile shall confirm its receipt of such notification in writing. If
any error or interruption cannot be repaired by Parkmobile within five (5) business days from the date
when the error or interruption is reported to Parkmobile, then Parkmobile may issue a credit for the
Services during such downtime. Time spent by Parkmobile to restore and support to interruptions and
errors caused by the City and not attributable to Parkmobile shall be charged at the hourly rate of $180.
(b) In the event that the City and Parkmobile disagree about whether an error or
interruption has been resolved, the City and Parkmobile shall discuss in good faith and reach a mutual
resolution regarding whether such error or interruption has occurred or been adequately resolved. If
the parties agree that the problem was in fact an error or interruption, then the City shall not be entitled
to a credit for the Software during the downtime.
3. Security and Authorization
Parkmobile shall protect and authenticate a limited number of representatives that shall have
access to the system and confidential information, The parties shall respect and utilize security access
codes.
4. Reports
Parkmobile shall provide the City access to reports related to the Services via an Internet or other digital
means in relation to parking history, active users and parking revenues. Parkmobile also shall provide
the City with monthly reports through an Internet or other digital means regarding parking revenues.
12-29
EXHIBIT B
SCHEDULE OF BILLING RATES
ParKmobile, LLC _.� - Page B-1
12-30
EXHIBIT B
Schedule of Billing Rates
On Demand Pay -By -Cell Parking Services
Mobile Parking Transaction and Credit Card Fees
Parkmobile shall charge City $0.15 cents per transaction ("On Demand Service Fee"). Parkmobile shall
invoice the City for the On Demand Service Fees on a monthly basis.
Parkmobile has been certified and can pass real time authorized debit/credit card transactions to the
City using either a Parkmobile's fully integrated processing partner or a City selected gateway vendor to
fund all parking revenue collections directly into City's designated account. The City shall act as the
merchant of record ("MOR"), covering all credit card processing costs. (The City intends for the third
party parking management contractor to pay for the credit card processing costs associated with
Parkmobile transactions.)
Emerging Payments Fees
Parkmobile shall charge City the On Demand Service Fee for Emerging Payments, Parkmobile shall also
charge City its credit card processing costs, which shall not exceed 3% plus $0.15 cents per transaction.
No other merchant processing or gateway fee will be charged to an Emerging Payment transaction.
Parkmobile shall collect parking revenues for each Emerging Payment (as defined in the Scope of
Services) transaction. Parkmobile shall transfer such funds to the City on a weekly basis.
Other Terms and Conditions
Should Parkmobile provide services to any other client in the ten (10) most southern counties in
California for Service Fees less than $0.15 per transaction, the City shall automatically receive the
matching reduced rate.
If Parkmobile should negotiate a convenience fee free rate from another entity, i.e. -- an automobile
manufacturer - no fee, including the On Demand Service Fee, shall apply to those transactions.
Parkmobile's Service Fee does not include any merchant processing or other third party fees associated
with the acceptance of Traditional Payments or Emerging Payments; or Enforcement handhelds and
associated data plans.
12-31
PARKING RESERVATION SERVICES
Section 1. One -Time Parking Reservation Set-up Fees
1 Customized Landing Page 0 $ 0
2 Creation of Parkmobile Microsite 0
3 Facility Profile Setup (includes system quality and website testing) 0
4 Permit Profile Setup D
1.5 Access Codes 0
.6 Custom Support: Venue and Area Orientation 0 $ 0
7 Customer Development (per hour) 0
Section 2. Reservation Service Fees
.1 I Service fee for one-time monthly parking payment (enroll in automatic payment system
Total Setup: I $O.OD
N/A
2 Service fee for any special event parking $1.00 per reservation
.3 Service fee for any daily or transient parking $1.00 per reservation
4 Service fee for any coupons
$1.00 per reservation
Section 3. Additional Items
Credit card processing fees are City's sole responsibility. City shall reimburse Parkmobile for all credit card processing costs attributable to the Reservation Service.
On -Site Client support upon request by Client at an additional fee.
Customized driving directions and promo codes available upon request at an additional fee.
Additional venues and/or permit profiles will be built out at an additional fee, at rates listed in Section 1 above.
Any additional program enhancements will be quoted and charged to City at $165 per hour, including additional customization beyond initial set-up
12-32
4.1 Parkmobile shall fund all parking revenue collections directly into City's designated account. The
City shall act as the MOR, covering all credit card processing costs. Parkmobile shall invoice the City for
the Reservation Service Fees and any Additional Item fees on a monthly basis.
4.2 Parkmobile shall be responsible for the collection and remittance of any taxes attributable to
the services described herein directly to the applicable taxing authorities in accordance with City and
county taxing ordinances. Collection and remittance of any taxes attributable to revenue collected by
City shall be the sole responsibility of the City. Each party agrees to defend, indemnify and hold
harmless the other party with respect to any and all losses, costs, penalties or other liability whatsoever
arising out of breach of its respective tax obligations hereunder.
TEMPORARY PARKING PERMITS
Parkmobile shall provide these additional services on an hourly basis + travel expenses if/when
necessary:
�/ Data Migration
V Expanded features & functionality above and beyond the current version
»e Additional integrations to third -party solutions not covered above
V Configuration changes after implementation/acceptance
V Non -Integrated Gateway Service
Marketing/Advertising
Customized Reporting
Citation/Enforcement support
Additional Training
Vf Permit Administration Service
Permit Fulfillment
Miscellaneous
12-33
Pricing
Parkmobile proposes no initial license fee to install the system. However, a one-time set-up cost and
recurring subscription for every permit either purchased or renewed utilizing the system is assessed.
"Pricing excludes all credit card costs associated with the processing of permit payments.
Any costs incurred by Parkmobile for processing credit card payments on behalf of Client shall be
reimbursed.
Any credit card costs borne by Parkmobile for the processing of permits shall be included in this monthly
invoice.
Parkmobile reserves the right to increase permit and permit related fees upon ninety (90) days written
notice to City.
OTHER SERVICES
Non -Integrated Gateway Vendor Service
No charge.
Marketing/Advertisi n�
No charge.
12-34
Fees
Security & Support
$0
Hosting
$0
Maintenance
$0
Initial Development and Setup
$500
Transaction Fee:
• Includes Reserved Accounts
• Includes Auto Accounts
$1.00 per permit per
month
Credit Card Processing
$0.15 + 3% Processing Fee
Online Form Tool —Annual
$0
"Pricing excludes all credit card costs associated with the processing of permit payments.
Any costs incurred by Parkmobile for processing credit card payments on behalf of Client shall be
reimbursed.
Any credit card costs borne by Parkmobile for the processing of permits shall be included in this monthly
invoice.
Parkmobile reserves the right to increase permit and permit related fees upon ninety (90) days written
notice to City.
OTHER SERVICES
Non -Integrated Gateway Vendor Service
No charge.
Marketing/Advertisi n�
No charge.
12-34
Customized Reporti
No charge.
Custom Integration to P parties
No charge.
Citation/Enforcement support
No charge.
Replacement Signage/Stickers
Standard stickers cost $2.00 each and standard signs cost $20.00 each. Shipping not included.
Additional Training
First 25 hours at no charge, additional training is $150.00 an hour plus travel expenses (if applicable).
Zone & Rate structure changes after implementation
No charge.
Event Override Solution
No charge.
Self -Administration Service
No charge.
Process Refund Requests
No charge.
12-35
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable„ Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers'_ Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile_ Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Parkmobile, LLC��_ Page C-1
12-36
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at anytime.
B. City's Right to Revise Requirements '. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Parkmobile, LLC Page C-2
12-37
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions, Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F
fails CityRemedies
e and on -Compliance. If Consultant or any subconsultant
p maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City;
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Parkmobile, LLC .�� ��-Page G3
12-38
ATTACHMENT C
Amendment No. One to Professional Services Agreement with Parkmobile, LLC
for Pay -by -Cell and Parking Reservation Services
12-39
1
r AMENDMENT NO. ONE TO
[� PROFESSIONAL SERVICES AGREEMENT
` WITH PARKMOBILE, LLC FOR
PAY -BY -CELL AND PARKING RESERVATION SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 26th day of March, 2019
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and PARKMOBILE, LLC, a Delaware
limited liability company ("Consultant"), whose address is 1100 Spring Street NW, Suite
200, Atlanta, Georgia, 30309 and is made with reference to the following.-
RECITALS
ollowing:
RECITALS
A. On April 5, 2016, City and Consultant entered into a Professional Services
Agreement ("Agreement") to provide pay -by -cell, parking reservation services, and
optional parking permit services ("Project").
B. The parties desire to enter into this Amendment No. One to increase the total
compensation as a result of an unanticipated increase in the volume of customer
transactions for which Consultant receives payment by City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows.-
1.
ollows:1. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Four Hundred Nineteen
Thousand Dollars and 00/100 ($419,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed Two
Hundred Ninety Nine Thousand Dollars and 00/100 ($299,000.00).
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
12-40
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: jZfIa {
By:
Aaron C. lqarp
City Attorney
ATTEST:
Date:-s-��
By: Q",/, A& "/c
Lei i I. Br wn
CiCy Clerk
CITY OF NEWPORT BEACH,
a California municipal comer or ion��
Date: `
By:
Diane B. Dixon
Mayor
CONSULTANT: Parkmobile, LLC, a
Delaware li fmfitT�d liability company
Date: '1 / / l e1
By:
Jon iglar
Chie xec five Officer
Date-
-C
By:
Alison r � h
Seo1i Vice President, Administration
[END OF SIGNATURES]
Parkmobile, LLC Page 2 12-41
ATTACHMENT D
Amendment No. Two to Professional Services Agreement with Parkmobile, LLC
for Pay -by -Cell and Parking Reservation Services
12-42
r
AMENDMENT NO. TWO TO
PROFESSIONAL SERVICES AGREEMENT
WITH PARKMOBILE, LLC FOR
PAY -BY -CELL AND PARKING RESERVATION SERVICES
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. Two") is made and entered into as of this 12th day of January, 2021
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and PARKMOBILE, LLC, a Delaware
limited liability company ("Consultant"), whose address is 1100 Spring Street NW, Suite
200, Atlanta, Georgia, 30309, and is made with reference to the following:
RECITALS
A. On April 5, 2016, City and Consultant entered into a Professional Services
Agreement ("Agreement") to provide pay -by -cell, parking reservation services, and
optional parking permit services ("Project").
B. On March 26, 2019, City and Consultant entered into Amendment No. One to the
Agreement ("Amendment No. One") to increase the total compensation as a result
of an unanticipated increase in the volume of customer transactions for which
Consultant receives payment by City.
C. The parties desire to enter into this Amendment No. Two, to extend the term of the
Agreement to April 4, 2021, amend the Project Manager, Administration, Conflicts
of Interest, and Notices sections, and update Insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 4, 2021, unless terminated earlier as set forth herein."
2. PROJECT MANAGER
Section 5.1 of the Agreement is amended in its entirety and replaced with the
following: "Consultant shall designate a Project Manager, who shall coordinate all phases
of the Project. This Project Manager shall be available to City at all reasonable times
during the Agreement term. Consultant has designated Nathan Would to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel."
12-43
3. ADMINISTRATION
Section 6 of the Agreement is amended in its entirety and replaced with the
following: "This Agreement will be administered by the Revenue Division. City's Revenue
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement."
4. CONFLICTS OF INTEREST
Section 24 of the Agreement is amended in its entirety and replaced with the
following: "24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section."
5. NOTICES
Section 25.2 of the Agreement is amended in its entirety and replaced with the
following: "25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Revenue Manager
Revenue Division
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658"
6. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
Parkmobile, LLC Page 2
12-44
7. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Parkmobile, LLC Page 3
12-45
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
Aar C. Harp
City Attorney
ATTEST:
Date:
0-2
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1-a7- W41
By:
Gra . Leung
Cit anager
CONSULTANT: PARKMOBILE, LLC, a
Delaware limited liability company
By: PARKMOBILE USA, Inc., a
Georgia corporation
Date: -..-I l a'1 lack,-')
By:
Jon*efcutive0
Chifficer
Date: `X? b ou I
By:
H airs- a� S vx� �
'Ohief-FinanciaF0;4er&eAer,cl sel
[END OF SIGNATURES]
Attachments: Exhibit C - Insurance Requirements
Parkmobile, LLC Page 4
12-46
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Parkmobile, LLC Page C-1
12-47
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Parkmobile, LLC Page C-2
12-48
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
Parkmobile, LLC Page C-3
12-49
judgment may be necessary for its proper protection and prosecution of the
Work.
Parkmobile, LLC Page C-4
12-50