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11 - Amendment No. 1 to Agreement for Pay-By-Cell and Parking Reservation Services
Q SEW Pp�T CITY OF �m z NEWPORT BEACH c�<,FORN'P City Council Staff Report March 26, 2019 Agenda Item No. 11 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Dan Matusiewicz, Finance Director - 949-644-3123, dmatusiewicz@newportbeachca.gov PREPARED BY: Caryl Bryant, Fiscal Specialist, cbryant(Dnewportbeachca.gov PHONE: 949-644-3149 TITLE: Amendment No. 1 to Professional Services Agreement with Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services ABSTRACT - Approve an amendment to the existing Professional Services Agreement with Parkmobile, LLC, dated April 5, 2016, ("Agreement") for pay -by -cell and parking reservation services, to increase the not -to -exceed amount to $419,000. The popularity of the Parkmobile method of payment has increased significantly over the last few years and it is necessary to increase the agreement limits. 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. 1 to the current Agreement, increasing the contract amount to $419,000; and c) Authorize the Mayor and City Clerk to execute Amendment No. 1 of the Agreement. FUNDING REQUIREMENTS: No budget amendment is required with this contract amendment. Most pay -by -cell transaction fees are netted against parking program revenues, similar to merchant card processing fees, in discrete contra -revenue object codes. As revenues increase, so do the transaction fees. Paid parking "Promo Codes" (defined below) are expensed to the Special Department Expense account in the Recreation Department. Promo codes and parking fees are not charged to class participants in order to encourage class participation. Amendment No. 1 to Professional Services Agreement with Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services March 26, 2019 Page 2 DISCUSSION: Background Parkmobile provides a payment platform that allows parkers to pay their parking fees with their smart phone. 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 (Promo Codes), 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 - which is convenient for passengers and allows the City to provide directions to the appropriate parking lot for long-term parking. Parkmobile is the largest pay -by -cell company in the United States. Parkmobile is also used locally in Huntington Beach, Los Angeles, Redondo Beach, San Diego, and Santa Ana. Many customers are familiar with the Parkmobile app, and new customers find the app easy to use. Attachment B provides additional information about the use and benefits of Parkmobile. Fees The use of Parkmobile began in the City in FY 2011/12 through our parking contractor. The City entered into an Agreement directly with Parkmobile on April 5, 2016. This agreement expires on January 25, 2021. The City absorbs the transaction fees to encourage greater use of Parkmobile. The Agreement has a not -to -exceed (current authorized spending) limit of $120,000 and the Finance Department recommends increasing the contractual compensation limits to $419,000. Over the past few years, the adoption rate for pay -by -cell has increased substantially. Transaction counts for FY 2014/15 were 62,327, and over 330,000 by FY 2017/18, a 435% increase. Revenues attributable to pay -by -cell increased from 2% of total parking revenue, $166,510, to 13% of parking revenue, $1,137,904, since FY 2014/15. The adoption rate increased faster than anticipated, partly due to the opening of the Marina Park Community & Sailing Center. Class participants at Marina Park receive free parking when using Parkmobile. Additionally, the "pay-by-Parkmobile only" test zone of the Balboa Boulevard median was a bigger success than anticipated. Once people registered with Parkmobile, they expanded their use of Parkmobile across the entire City. 11-2 Amendment No. 1 to Professional Services Agreement with Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services March 26, 2019 Page 3 Parkmobile charges three types of fees: 1. Pay -by -cell transaction fee - $0.15 per transaction for any paid parking space. 2. Parking Reservation System transaction fee - $1.00 per transaction to reserve parking in advance through the parking reservation system. 3. Promo Codes - $200/month for Parkmobile to provide parking validation codes for parking to Marina Park Community Center class participants and free parking for certain community events. For the remainder of the Agreement (through January 25, 2021), the total pay -by -cell transaction fee costs are expected to be approximately $245,000, while the Parking Reservation System transaction fee costs are projected to be approximately $21,000, and the cost for Promo Codes will be $5,600. Parkmobile Amended Contract Not To Exceed (NTE) Pay -by -cell transaction fees $ 245,000 Parking Reservation System transaction fees $ 21,000 Promo Codes $ 5,600 Subtotal $ 271,600 10% Contingency $ 27,160 Additional Needed $ 298,760 Original Contract NTE $ 120,000 Amended Contract NTE $ 418,760 Transition from Parking Meters to Pay -by -cell Paying for parking by pay -by -cell is substantially less expensive than having paystations or parking meters. It takes roughly $850,000 to per year to fund the lifecycle of the hardware and the cost of labor, maintenance and collection. By comparison, if the City completely eliminated parking pay stations and meters, a pay -by -cell only model would cost approximately $340,000 per year, depending on the number of transactions. 11-3 Amendment No. 1 to Professional Services Agreement with Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services March 26, 2019 Page 4 The Annual Cost of Pay by Cell Technology vs. Parking Meter Infrastructure Pay by Cell Parking Meters Pay -by - Transaction Source Current # of Cell Only Hardware Cost Estimate Total Annual Transactions Cost Estimate Meters & Pay Stations ($0.15/transaction) 1,862,426 $ 279,364 Parkmobile ($0.15/transaction) 333,130 $ 49,970 Reservation System ($1/transaction) 2,439 $ 2,439 Promo Codes ($200/month) $ 2,400 Total (Using FY 2017/18 Actuals) 1 1 $ 334,172 1 Will still have maintenance costs for signs Capital Replacement Costs 1 $2,800,000 1 $ 400,000 uipment Vehicle Maintenance (City) 1 $ 21,265 Maintenance/Collections (AmeriPark) $ 427,360 Total Maintenance/Collections (City + AmeriPark) $ 448,625 Total Capital & Maintenance/Collections 2 $ 848,625 2 Annual maintenance cost of current equipment Reducing the amount of amount parking hardware will save substantial sums of money on hardware, maintenance, labor and collection costs, not to mention the aesthetic appeal of less parking hardware that clutters sidewalks and medians. Especially in beachside communities, relatively expensive parking equipment deteriorates rapidly in the salt air environment and is susceptible to constant vandalism and maintenance. Many cities in Europe have eliminated virtually all forms of traditional parking infrastructure and now use pay -by -cell only as the primary method of accepted payment. That trend is also increasing in the United States and it is possible that parking equipment will be replaced by pay -by -cell technology within the next decade. Even if parking equipment isn't completely eliminated, managing fewer pay stations and parking meters will reduce the cost of the paid -parking collection function. Due to the myriad of pay -by -cell efficiencies, traditional parking infrastructure should be viewed as the back-up alternative rather than the primary method of payment. The City has roughly 1,000 single space meters that are nearing their end of life and are due to be replaced. Staff anticipates publishing a Request for Proposals (RFP) by May of this year for the replacement of single space meters and multi -space pay stations over the course of the next five (5) years. In conjunction with the RFP process, staff will investigate locations where pay -by -cell only zones are most beneficial. Staff recommends the City continue to absorb the transaction fees in order to increase the adoption rate and facilitate the gradual elimination of parking hardware, where possible. 11-4 Amendment No. 1 to Professional Services Agreement with Parkmobile, LLC for Pay -By -Cell and Parking Reservation Services March 26, 2019 Page 5 Alternative Oation: An alternative option to the staff recommendation is for the City to continue to absorb pay - by -cell transaction fees for Marina Park, pay-by-Parkmobile only zones, and the Parking Reservation System transaction fees, but pass all other $0.15 pay -by -cell transaction fees to the customer. Under this scenario, the total not -to -exceed would increase to $222,000 — a savings of $197,000 to the City when compared to the staff recommendation. This alternative option may disincentivize the adoption rate of pay -by -cell transactions. For this reason, staff may in the future recommend this alternative option only after Parkmobile revenue as a percent of total parking revenue is higher. City Pays Transaction Fees at Parkmobile Only Zones & Marina Park Pay -by -cell transaction fees $ 66,000 Parking Reservation System transaction fees $ 21,000 Promo Codes $ 5,600 Subtotal $ 92,600 10% Contingency $ 9,260 Additional Needed $ 101,860 Original Contract NTE $ 120,000 Amended Contract NTE $ 221,860 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 — Professional Services Agreement with Parkmobile, LLC for Pay -by -Cell and Parking Reservation Services Attachment B — Parkmobile Flyer Attachment C — Amendment No. One to Professional Services Agreement with Parkmobile, LLC for Pay -by -Cell and Parking Reservation Services 11-5 ATTACHMENT A 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 11-6 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 11-7 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 11-8 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 11-9 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 mariner 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 11-10 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 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- 11-12 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 11-13 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 11-14 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 Attorney 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 11-15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: 3 Az� �, Date: By- Aaron C. arp (AM 031'"ItV Dave . iff City Attorney City Manager ATTEST: 2�•1� CONSULTANT: Parkmobile, LLC, a Date: T Delaware I' it d liability company Date: VzVt By: 4�u rho -L, Leilani I. Brown Citv Clerk By: J ig C ecu ve Officer Date: 4P311f, By - Aliso rich e ' 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 11-16 EXHIBIT A SCOPE OF SERVICES Parkmobile, LLC ��.—Page A-1 11-17 EXHIBIT A Scope 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) 1-500 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 11-18 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 safes 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: 11-19 • 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 Halder) 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. 11-20 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 11-21 (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. Securitv and Authorizatio 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. 11-22 EXHIBIT B SCHEDULE OF BILLING RATES Parkmabife, LLC Page B-1 11-23 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. 11-24 PARKING RESERVATION SERVICES Section 1. One -Time Parking Reservation Set-up Fees !M Description Units Rate Setup Fee 1 Customized Landing Page 0 $ 0 .2 Creation of Parkmobile Microsite 0 3 Facility Profile Setup (includes system quality and website testing) p .4 Permit Profile Setup 0 1.5 Access Codes 0 .6 Custom Support: Venue and Area Orientation 0 0 .7 Customer Development (per hour) 0 Total Setup: $0.00 aecvon c. Keservaiton>ervtce tees .1 I Service fee for one-time monthly parking payment (enroll in automatic payment system 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 Description .1 Credit card processing fees are City's sole responsibility. City shall reimburse Parkmobile for all credit card processing costs attributable to the Reservation Service. 2 On -Site Client support upon request by Client at an additional fee. 3 Customized driving directions and promo codes available upon request at an additional fee. 4 Additional venues and/or permit profiles will be built out at an additional fee, at rates listed in Section 1 above. 5 Any additional program enhancements will be quoted and charged to City at $165 per hour, including additional customization beyond initial set-up 11-25 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 V Additional integrations to third -party solutions not covered above Configuration changes after implementation/acceptance Non -Integrated Gateway Service Marketing/Advertising Customized Reporting V Citation/Enforcement support Additional Training Permit Administration Service Permit Fulfillment % Miscellaneous 11-26 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. 11-27 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. 11-27 Customized Reporting 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 Frainin� 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. 11-28 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 w�W Page C-1 11-29 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 any time. 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 11-30 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 Nan -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. 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 .__ _, �...�.._._ .e� _ r_..,.....w...__._.��..���...,.....�___...�__.�.....�,�.,....___ Page C-3 11-31 @ yon I 61 CH: How to Pay with the ParkMobile App in Newport Beach 1z:za PM Newport Beach, CA CHANGE w wswn . 2 hours DURATION CHANGE 00:01:00 DAYS HOURS MINUTES $2.10 00 0 0e Mo,e Enter in Zone # from nearby sign and decals Choose your parking duration + Easily register and use Save time and money GI Q+ Extend your parking session on -the -go (when available) Choose from multiple payment methods ON r 12:24 PM VEHICLE CHANGE iii CA: PRKMBL DURATION CHANGE 1 0000 Parking Endslan 14 10:23 am PAYMENT METHOD CHANGE ® 8861 PRICE $2.10 5933 Time will not display on parking meter. AlertMe When: S MINUTES REMAIN Riiiiin CA: PRKMBL ® 8861 Parking Cost Transaction Fee 1 Total: $2.10 Confirm all your Easily manage your information is correct time remaining LEPERKS See suggested nearby parking zones Save "Favorite" parking zones Set customizable parking expiration reminders ABC123 j Add up to 5 license plate numbers on your account at a time 11-32 Enter Zone Number pyo eao:"a oP iaea,n n�"„s clo eP- �° .P- ” QD0 Pmo ISLEChannel O wao cna��el so �p`cSALHoa QINSULA O oo n 1 1z:za PM Newport Beach, CA CHANGE w wswn . 2 hours DURATION CHANGE 00:01:00 DAYS HOURS MINUTES $2.10 00 0 0e Mo,e Enter in Zone # from nearby sign and decals Choose your parking duration + Easily register and use Save time and money GI Q+ Extend your parking session on -the -go (when available) Choose from multiple payment methods ON r 12:24 PM VEHICLE CHANGE iii CA: PRKMBL DURATION CHANGE 1 0000 Parking Endslan 14 10:23 am PAYMENT METHOD CHANGE ® 8861 PRICE $2.10 5933 Time will not display on parking meter. AlertMe When: S MINUTES REMAIN Riiiiin CA: PRKMBL ® 8861 Parking Cost Transaction Fee 1 Total: $2.10 Confirm all your Easily manage your information is correct time remaining LEPERKS See suggested nearby parking zones Save "Favorite" parking zones Set customizable parking expiration reminders ABC123 j Add up to 5 license plate numbers on your account at a time 11-32 1❑ C M Set up your Account in Just a Few Simple Steps .nl Verizon ^a 3:42 PM I @ 1 a $ 0.4 CANCEL CREATE AN ACCOUNT SIGN UP Email Add re. P—word SNOW At least 8 cha ratters using letters and numbers I agree to the ParkMobile Terms of Use and Privacy Policy. Already have an account? SIGN IN .dI Verizon P 3:43 PM '. @ 117 ADD A PAYMENT METHOD VISA,y—kout 4wr Set Up Apple Pay N mosterPoss Credit/Debit Card Gny Chase Pay 11 PayPal • Download the app & signup using your email address or Apple Touch ID. • Choose from multiple payment options and add multiple to your account. AVAILABLE FOR: 1� � I © ' F ! .al Verizon ? 3:43 PM 1 @ 1 H ADD VEHICLE NEXT License Plate Number PRKMBL State or P.Ance Georgia - US Nickname (Optional) OR ® Connect to BMW ConnectedDrive • Add your License Plate Number & state. You can add up to 5 LPN's per account. *Failure to enter the correct license plate number could result in a parking ticket being issued* Account Created • Now you're ready You're ready to start parking! to Start parking smarter! toLeo ISLE ne.01 cna��o TIL i �o^BALS.A (� NSn LA O 1 n 1 11-33 Enter Zone Number Account Created • Now you're ready You're ready to start parking! to Start parking smarter! toLeo ISLE ne.01 cna��o TIL i �o^BALS.A (� NSn LA O 1 n 1 11-33 ATTACHMENT C 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 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. 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] 11-34 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: 3 -11.11 - By: e, Aaron C. Harp cnM u31n1i'� City Attorney ATTEST: Date: in Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date.- By.- Diane ate: By:Diane B Mayor Dixon CONSULTANT: Parkmobile, LLC, a Delaware limited liability company Date: By: Jon Ziglar Chief Executive Officer Date: Alison Ehrlich Senior Vice President, Administration [END OF SIGNATURES] Parkmobile, LLC Page 2 11-35