Services Framework Agreement- 7//0
SERVICES FRAMEWORK AGREEMENT
This Agreement is made and effective as of this/14
r `day of 60471/401--2008, by
and between:
PARKEON INC., a corporation organized and existing under the laws of the State of
Delaware, and having its office at 40 Twosome Drive, Unit 7, Moorestown, NJ, 08057,
(hereinafter referred to as "PARKEON"),
AND
City of Miami Beach, a municipal corporation existing and organized under the laws of
Florida with its office at 1700 Convention Center Drive, Miami Beach, Florida, 33139
(hereinafter referred to as "the Customer"),
RECITALS:
The Customer has bought and/or uses 253 PARKEON DG and 153 PARKEON Strada
BNA pay and display machines.
The Customer wishes to benefit from certain services provided by PARKEON relating to
the use of said 253 PARKEON DG and 153 PARKEON Strada BNA pay and display
machines.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1 - SUBJECT MATTER
The Customer requires PARKEON, which accepts, to perform the following services
(hereinafter, the services referenced in the applicable Appendices below shall be
collectively referred to as the "Services"):
SERVICE
Applicable in Terms and
this conditions Detailed
Agreement in Following
Appendix
Technical Support Services Yes
Parkfolio and On -Line Credit Card Processing I Yes
Maintenance No
Extended Hardware Warranty Yes
Appendix 1
Appendix 2
Appendix 3
Appendix 4
In the event of discrepancy or conflict between the general terms and conditions of this
Agreement and the Appendices referenced above, the Appendices shall prevail.
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ARTICLE 2 — GENERAL OBLIGATIONS OF PARKEON
PARKEON shall perform the Services in accordance with the requirements of this
Agreement and with the level of care and diligence required in its profession. Service
levels are further provided for in the Appendices.
Subject to Article 3 below, PARKEON shall provide all labor, the supervision thereof,
and all equipment required for its execution of the services.
ARTICLE 3 — GENERAL OBLIGATIONS OF CUSTOMER
In order to enable PARKEON to render the Services referred to in this Agreement, the
Customer agrees to:
- Give to PARKEON, in writing, details of the location of the pay and display machines
- Provide PARKEON with reasonable access to the pay and display machines
- Provide an operating environment for the pay and display machines, reasonably
consistent with what is as specified by the manufacturer of the pay and display
machines, and operate the pay and display machines in accordance with the
manufacturer's recommendations
ARTICLE 4 — PRICE, PAYMENT AND PAYMENT TERMS
In consideration of the Services to be provided by PARKEON under this Agreement,
Customer agrees to pay PARKEON in accordance with the payment terms set forth in
this Article 4 including, without limitation, the chart below:
The prices are inclusive of import duty, where applicable, but exclusive of any existing
or future sales, use, excise, gross receipts, value added or other taxes imposed by any
applicable federal, state or local governmental authority. Such taxes, when applicable,
shall be added to the invoice and shall be paid by Customer, unless Customer provides
PARKEON with the proper tax exemption certificates.
The prices shall be invoiced as specified in the chart below. If Customer disagrees with
the content of an invoice, it shall notify PARKEON in writing within thirty (30) Business
days of receipt of the invoice; otherwise the invoice shall be considered accepted.
The invoices shall be paid by check or wire transfer (to a bank account to be designated
by PARKEON), within thirty (30) Business days from the date of the invoices (unless
Customer notifies PARKEON, in accordance with the preceding paragraph, of its
disagreement with an invoice). Such payment shall be made in U.S. Dollars without any
deduction, set-off or counterclaim.
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For any amounts due to PARKEON that are not paid (and/or disputed) within the time
limit provided herein, PARKEON may, without prejudice to any other rights or remedies,
take one or several of the following measures: suspend provision of all or a portion of
the Services to Customer; require advance payment; or charge interest at the rate of
1.5% on the unpaid balance of the disputed invoice.
PARKEON may also terminate the Agreement with immediate effect by serving written
notice if undisputed, due and payable amounts are not paid within sixty (60) Business
days of the due date.
SERVICE
Applicable
in this
Agreement
Technical Support Yes
Services
Parkfolio and On -Line
Credit Card Processing
Yes
Maintenance No
Extended Hardware Yes
Warranty
ARTICLE 5 — CONFIDENTIALITY
Terms and
conditions Detailed
in Following
Appendix
Appendix 1
Appendix 2
Appendix 3
Appendix 4
Price and Invoicing
Technical support
shall be billed at an
hourly rate of
$135.00, as
needed, for on site
support to be billed
in 1/2 hour
increments with a
maximum of
$810.00 per day,
not to exceed
$67,308 per year.
$50.00 per
paystation per
month. Billed
Monthly.
Not Applicable
$47 per DG
paystation not
under warranty, per
month, and not to
exceed $142,692
annually.
Each party hereby undertakes to keep secret, and considers as strictly confidential, any
and all information disclosed by the other party during the performance of the Services,
which are in tangible form and identified as confidential (the "Confidential Information").
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Each party hereby undertakes (i) to take all necessary measures to ensure the strict
confidentiality of the other party's Confidential Information and (ii) to restrict the use of
the other party's Confidential Information to the supply or the receipt of the services
contemplated hereunder.
However, the parties shall not be bound by these confidentiality and restricted use
obligations if the Confidential Information (i) is in the public domain, or otherwise
become part of the public domain through no breach of this article; (ii) is received from
third parties which are not bound by any confidentiality obligation in relation to such
Confidential Information; (iii) is in the receiving party's possession at the time of
disclosure by the disclosing party and was not acquired, directly or indirectly, from the
disclosing party; (iv) is, or has been, independently developed by the receiving party
before their disclosure; (v) if Customer determines, in its sole and reasonable
judgement, that it is required to disclose Confidential Information pursuant to applicable
Florida Public Records Laws, as same may be amended from time to time; or (vi) if
either party is required to disclose Confidential Information pursuant to court order or
other judicial mandate.
Notwithstanding the foregoing, the Customer hereby consents that PARKEON may
mention the provision of the Services for the limited purpose of listing Customer as a
reference as an its existing customers.
Subject to Customer's prior written consent, PARKEON may disclose the Confidential
Information or any element thereof to any of its affiliates and keep all its working
documents (in written and electronic form) for its own use and for the internal use of any
other affiliate. An affiliate shall be defined as a third party provider required to resolve
any related issues.
Upon any breach or threatened breach of the confidentiality and restricted use
obligations by a party, the other will be entitled to injunctive relief, in addition to any
other available remedies.
ARTICLE 6 - INTELLECTUAL PROPERTY RIGHTS
PARKEON shall remain the sole owner of any and all know-how, tools, software,
technology and other information (as well as of the intellectual/industrial property rights
pertaining thereto) used for the performance of the Services under this Agreement.
ARTICLE 7 — TERM AND TERMINATION
7.1 This Agreement shall come into force upon the date first written above and shall
be valid for an initial term of two (2) years. This Agreement may be renewed, at
the sole and absolute discretion of Customer, for an additional one (1) year term,
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upon thirty (30) days written notice to PARKEON, prior to the expiration of the
initial term.
7.2 Either party may terminate this Agreement immediately at any time by notice in
writing to the other if the other:
commits a substantial breach of this Agreement and fails to remedy that
breach within thirty (30) days of receiving written notice thereof from the other
party; or
is unable to pay its debts or enters into compulsory or voluntary liquidation
(other than for the purpose of effecting a reconstruction or amalgamation in
such manner that the company resulting from such reconstruction or
amalgamation if a different legal entity agrees to be bound by and assumes
the obligations of the relevant party under this Agreement); or
compounds with or convenes a meeting of its creditors, or has a receiver
manager or an administrator appointed; or
ceases for any reason to carry on business, or takes or suffers any similar
action which in the reasonable opinion of the party giving notice means that
the other may be unable to pay its debts.
7.3 Notwithstanding anything in this Article 7 or in the Agreement, Customer may
cancel all or a portion of the Services in any Appendix to this Agreement without
cause and for convenience upon thirty (30) days written notice to PARKEON. In
the event of such cancellation any remaining portions of the Agreement shall
remain in full force and effect, except that PARKEON shall make a pro -rata
adjustment to the prices and/or the payments to be made by Customer pursuant
to Article 4 of the Agreement. In the event of cancellation of all of the Services
under this Agreement, Customer shall pay PARKEON for all Services actually
rendered by PARKEON up to the date of termination (as set forth in the Notice),
and thereafter Customer shall have no further liability to PARKEON.
7.4 The termination or expiration of this Agreement shall not affect Articles 5, 6, 8, 9
and 14 which shall survive such expiration or termination.
ARTICLE 8 — LIMITED LIABILITY
Notwithstanding anything to the contrary in this Agreement, in no event shall PARKEON
be held liable for:
- loss, damage or destruction of Customer's property caused by burglary, acts of
vandalism, fire, flood and any other act of God or act or omission of third parties
not related to PARKEON;
- the availability or security of the cellular networks;
- damages resulting from or arising out of any illegal and/or fraudulent use of the
services by Customer.
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Notwithstanding anything to the contrary in this Agreement, in no event shall PARKEON
be liable for any special, incidental, punitive, indirect or consequential damages or
losses of any kind or nature (such as, but not limited to, loss of revenues, loss of profits,
loss of use, or loss of opportunities), whether arising under contract, tort (including
negligence), strict liability or any other form of action, whether or not PARKEON has
been advised of the possibility thereof.
ARTICLE 9 - WAIVER
No waiver of any term, provision, right or covenant in this Agreement, nor any consent
by either party to the other party's departure from the terms hereof, shall be valid or
enforceable, unless such waiver is in writing and signed by the party against whom
enforcement is sought, and then shall apply to the specific term, provision, right or
covenant identified in such waiver on that particular instance.
No failure or delay by any party in exercising any right, power, privilege or remedy under
this Agreement shall impair such right, power, privilege or remedy or operate or be
construed as a waiver or variation thereof or preclude its exercise at any subsequent
time or on any subsequent occasion, and no single or partial exercise of any such right,
power, privilege or remedy shall preclude any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy.
ARTICLE 10 — ASSIGNMENT
This Agreement shall inure to the benefit of, and be binding upon, the parties and their
respective heirs, administrators, legal representatives, successors and assigns.
Neither this Agreement in its whole, nor the rights and obligations herein shall be
assigned, delegated or otherwise transferred by either party without the prior written
consent of the other, and any attempt to do so shall be void.
PARKEON shall only be entitled to subcontract all or part of its obligations under this
Agreement subject to the prior consent of Customer, which consent shall not be
unreasonably withheld.
ARTICLE 11 — NOTICES
Notices or other communications to either party shall, unless expressly provided for
otherwise in this Agreement, be given in writing to the relevant party and may be
delivered personally, by facsimile or by placing in the United States mail, first class and
certified, return receipt requested, with postage prepaid and addressed as follows:
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PARKEON :
40 Twosome Drive
Unit #7
Moorestown, NJ 08057
Fax:
Attention : Ian Newberg
Customer :
City of Miami Beach
Parking Department
309 23rd Street, Suite 200
Miami Beach, FL 33139
Attention : Saul Frances, Parking Director
Addresses may be changed by either party from time to time and shall be notified to the
other party.
All notices and other communication hereunder shall be deemed to have been given as
of the date of delivery by hand, or five (5) Business days after posting when mailed by
registered or certified mail, postage prepaid, or twenty-four (24) hours after dispatch if
sent by facsimile during business hours of the receiving party. Refusal to accept
delivery has the same effect as receipt.
ARTICLE 12 - FORCE MAJEURE
Neither party to this Agreement shall be liable to the other for any loss, damage, delay
or failure in performance of its obligations under this Agreement to the extent that such
Toss, damage, delay or failure is the result of a Force Majeure event.
Force Majeure events shall mean acts of God, armed conflicts, war, insurrection, acts of
terrorism or acts committed in furtherance of terrorism, riots, earthquakes, hurricanes,
floods, unusually severe weather, civil disturbances, unavailability of power or other
supplies, delays in procuring materials from third parties, strikes, fire, acts of any
governmental authority, or any other cause beyond the control of the parties.
The party claiming to be affected by a Force Majeure event shall give notice in writing to
the other party within a reasonable period of time after the occurrence of the Force
Majeure event specifying the nature and extent thereof.
The parties shall then meet and discuss the possible solutions to implement in order to
remedy the situation.
Should the Force Majeure event(s) continue for a period of more than two (2) months,
either party shall be entitled to terminate this Agreement with a fifteen (15) day prior
written notice.
ARTICLE 13 — ENTIRE AGREEMENT
This Agreement (including all Appendices, Schedules and Exhibits) represents the
complete and final understanding and agreement between the parties with respect to
the subject matter hereof and supersedes all prior oral or written negotiations,
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understandings and representations (if any) made by or between such parties on this
subject.
This Agreement may be amended only by way of a written document making specific
reference to this Agreement and signed by authorized representatives of both parties.
ARTICLES 14 - GOVERNING LAW AND EXCLUSIVE VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement
shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court,
Southern District of Florida, if in federal court. BY ENTERING INTO THIS
AGREEMENT, PARKEON AND CUSTOMER EXPRESSLY WAIVE ANY RIGHTS
EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Agreement.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
By:(&1Itt&I'
li.
CITY CLERK ' MAYOR
ATTEST:
PARKEON
By: I AA u
e: bS /i Nalk et/146 Name: Peres{ Li- iea
Title: ff Ai Title: Coil- o I I e.i—
APPROVED AS TO
FORM NGUAGE
a FO - ECUTION
8
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Appendix 1 — Technical Support Services
This section describes the services provided by Parkeon for the technical support of pay
stations. This includes service of the actual pay station and its internal components.
Parkeon will provide Level II Remote, Call -In Service to CUSTOMER's Level I technical
support staff during Parkeon's published support hours.
In addition, PARKEON will provide:
1. Level 1 support training to CLIENT staff shall be provided as needed at the flat
fee of $540 per 4 hour session.
2. Level 11 on-site support as needed shall be billed in 1/2 hour increments at the rate
of $135/hour not to exceed $810 per day.
3. Unlimited Remote Level 11 call in remote support shall be provided at no cost
(See Appendix)
Total amount of Appendix 1 - Technical Support Services of the contract shall not
exceed the annual amount of $67,308.
CUSTOMER Responsibilities — CUSTOMER is responsible for Level 1 technical
service and maintenance for all machines purchased through this Agreement. The
responsibilities include:
1. Reporting all requests into Parkeon Product Support using the contact methods
specified in the Level I Service Guide.
2. Opening the machine and the removal or replacement of any internal component.
3. Execution of self-diagnostic and other repair processes, which will be explained
in Level 1 Service training and are also documented in the Level 1 Service Guide
and other documentation to be provided at the time of training.
4. Programming changes to the Pay Station using the maintenance procedures that
are available at the maintenance keyboard on the Pay Station and explained
during Level 1 Service training.
5. Maintaining a log of repair activity performed by THE CLIENT support
technicians, which will be readily available for reference purposes during a call to
Parkeon Level 11 Service.
6. Maintaining a local supply of parts sufficient to meet the clients desired repair
timelines.
7. Monitoring and ensuring that Level I Service staff are completing all prescribed
Level 1 diagnosis and repair steps prior to escalating the problem to Parkeon for
Level II support.
8. Ensuring that all Level 1 Service staff have sufficient electro -mechanical skills to
perform the role of technician for the purposes of supporting the pay station.
9. Ensuring that Level I Service staff working on Parkeon devices have successfully
completed the full training program provided by Parkeon, and that these trained
staff are those making contact to the Parkeon Level 11 escalation helpdesk.
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10. Ensuring that all "new" staff, or staff who have not been previously trained by
Parkeon will successfully complete Parkeon's Level 1 Service training prior to
service the Pay Station.
11. Use their own staffing, spare parts and logistics processes to provide Level 1
Service.
12. Use their own appropriate internet service group to provide desktop client, server,
network and infrastructure service necessary to maintain the proper functioning of
the Parkfolio system.
13. Provide all information required to open a support request with Parkeon Level II
Service and make themselves available to work with the Parkeon support
resource assigned to the support request.
14. New applications, products and versions implemented by Parkeon during the
term of this Agreement will move into THE CLIENT's Level 1 support model
through THE CLIENT's process. CUSTOMER will be responsible for initiating and
ensuring completion of the appropriate process.
15. Parkeon is dependent on other internal groups within CUSTOMER for services
(i.e., help desk, Level I support, maintenance, collections). CUSTOMER will
manage the interface into its internal groups in a way that supports Parkeon's
provision of services under this Agreement.
Parkeon Responsibilities — Parkeon is responsible for Level II Remote Call -In Service
for all machines purchased through this agreement. Level II Remote Call -In Service is
defined as assistance once CUSTOMER's on-site Level I support has fully attempted to
service the Pay Station locally consistent with Level I training and is not able to affect
the correct repairs. Level II Remote Call -In Service includes:
1. Parkeon will maintain a staffed and capable Level II Remote Call -In Service
operation, which is capable of assisting CUSTOMER once they have attempted
the full range of Level I diagnosis and repair activities.
2. At the commencement of this Agreement, Parkeon will conduct Level I Service
training of CUSTOMER's technicians. This includes topics such as basic
maintenance, troubleshooting, repairs, component replacement and operations
such as programming and inventory.
3. Parkeon will log all information from CUSTOMER required to establish contact
information, document the nature of the problem and CUSTOMER's
hardware/network environment (as applicable).
4. Parkeon will prioritize all incoming support calls based on severity of impact. This
includes the level of functionality impacted and the number of machines
impacted.
5. Parkeon will attempt to resolve problems at the first contact.
6. Parkeon will escalate support requests internally as necessary.
7. Parkeon will convene regular service review meetings with CUSTOMER at which
time the service history will be reviewed since the last review period.
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Services NOT Covered Under This Agreement - This Agreement does not cover the
following requests. However, Parkeon would be pleased to provide a separate
statement of work in proposing services to address any of the following:
1. Evaluation or Procurement of new software or hardware—Evaluation or approval
of new software or hardware for use by CUSTOMER in conjunction with Parkeon
products or services. This includes systems developed outside of CUSTOMER,
such as third-party systems, or systems developed by CUSTOMER.
2. On-call Parkeon dedicated support - Requests for dedicated on-site or on-call
support will be quoted on a case by case basis.
3. Level I Service – Local Help Desk, Technical and Infrastructure support shall be
provided by CUSTOMER for their customers. Examples of this support includes
Parkfolio support, credit card transaction research and resolution, pay station
operational support, pay station technical support. CUSTOMER will perform all
Level 1 duties for the term of this Agreement.
4. Assistance with Parkfolio or Pay-Station usage when unsupported or
nonstandard hardware or software is involved—Use of unsupported or
nonstandard hardware or software often results in unexpected behaviour of
otherwise reliable systems.
5. Adaptive maintenance—Defined as activities relating to upgrades or conversions
of the Parkfolio application, the Parkfolio Pay stations or it associated operating
software due to new versions of the operating environment, in which the Parkeon
product is functioning.
6. Modifications to original application, changes in CUSTOMER's organization or
business needs (such as a reorganization or change in business practice) may
make the current specification obsolete. When this occurs, CUSTOMER should
initiate a request for enhancement to update the system to address the changes.
7 Parkeon Paystations communicate through the public cellular communication
network. Occasionally the cellular networks experience capacity, interference,
equipment and other problems which are unforeseeable and outside of
Parkeon's ability to correct. From time to time the cellular provider may make
unannounced changes to their services which impact communications. Parkeon
is in no way liable for the impacts caused by the performance of the cellular
providers; Parkeon takes very seriously its responsibility to work with the cellular
provider to achieve a timely resolution and treats communications problems that
impact paystation performance as a priority issue.
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Appendix 2 — Parkfolio System Management
CUSTOMER RESPONSIBILITIES
CUSTOMER is responsible for Level I Parkfolio service and maintenance for all client
PC's that are running the Parkfolio application. Level I includes:
1. Maintaining their desktop and file server computers, LAN connections, Internet
connections and other aspects of the operating environment in a manner which
allows the operation of the Parkfolio software.
2. Insuring that all staff using Parkfolio have successfully completed the full
Parkfolio training program as provided by Parkeon.
3. Creating, executing and managing their various reports of using Parkfolio data.
4. Maintaining adequate backups of all data and analysis created by [client] staff
that might be needed at another time. In particular any data older than 45 days.
5. Maintaining their desktop and file server computers, LAN connections, internet
connections and other aspects of the operating environment in a manner which
ensures ongoing compatibility with all Parkeon installed software and programs.
6. Ensure that CUSTOMER's staff are completing all prescribed Level I diagnosis
and repair steps prior to escalating the problem to Parkeon for Level II escalation
support.
7. Ensure that all "new" staff, or staff who have not been previously trained by
Parkeon will successfully complete Parkeon's Parkfolio training prior escalating
issues to Parkfolio escalation support.
8. CUSTOMER will use their own support process to provide level 1 support.
9. CUSTOMER will use their own appropriate IS group to provide server, network,
firewall, and infrastructure support services, including Web server, authentication
software, WebObjects' Monitor, software installation, application installation on
production servers, database connections, and database changes.
10. CUSTOMER will provide all information required to open a support request with
Parkeon Level II Parkfolio support and make themselves available to work with
the Parkeon support resource assigned to the support request.
11. Communication to PARKEON of all instructions for the payment of all
transactions (specify here the time periods required);
12. Removing the equipment at the termination of the contract or moving the
equipment should a unit require re-siting;
13. Site visits which are due to an incident of Force Majeure or similar, such as but
not limited to flooding, riots and lightning;
14. Cost of replacement batteries when at the end of normal life expectancy (2-3
years) over and above one (1) replacement per machine.
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PARKEON RESPONSIBILITIES
Parkeon is responsible for Level II Remote Call -In Parkfolio Service. Level II Parkfolio
Remote Call -In Parkfolio Service defined as remote assistance once the CUSTOMER is
fully trained, on-site Level I service has fully attempted to resolve the Parkfolio issue
locally and is not able to resolve the issue. Level II Remote Call -In Parkfolio Service
includes:
1. Parkeon will maintain a staffed and capable Level II Parkfolio support operation,
which is capable of assisting the CUSTOMER once they have attempted the full
range of Level I diagnosis and repair activities.
2. At the time of installation, Parkeon will conduct training of the CUSTOMER's staff
in the various elements of supporting Parkfolio.
3. Parkeon will log all information from CUSTOMER required to establish contact
information, document the nature of the problem and CUSTOMER's
hardware/network environment (as applicable).
4. Parkeon will attempt to resolve problems over the phone on first call.
5. Parkeon will escalate Parkfolio support requests to next level of internal support
as necessary.
6. Parkeon will provide up to 5 licenses for access to the Parkfolio system.
7. Parkeon will provide 1 year of data backup.
Services NOT Covered Under This Agreement
This Agreement does not cover the following requests. However, Parkeon would be
pleased to provide a separate statement of work in proposing services to address any of
the following:
a. Evaluation or Procurement of new software or hardware—Evaluation or approval
of new software or hardware for use by CUSTOMER in conjunction with Parkeon
products or services. This includes systems developed outside of CUSTOMER,
such as third -party systems, or systems developed by CUSTOMER.
b. On-call Parkeon dedicated support - Parkeon prioritizes client issues based on
severity and order of receipt. Requests for dedicated on-site or on-call support
will be quoted on a case by case basis.
c. Level I support – Local Parkfolio support shall be provided by CUSTOMER for
their customers.
d. Data older than 90 days. Parkeon archives data for no more than 90 days.
Client must archive their data and historical analysis.
e. Software licensing—Parkeon will not provide software or licensing for software
being used with Parkeon products that is not part of the Parkeon Pay Station,
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Parkfolio, or other Parkeon products provided by Parkeon to CUSTOMER.
CUSTOMER will provide such software and licensing as needed.
f. Assistance with Parkfolio when unsupported or nonstandard hardware or
software is involved—Use of unsupported or nonstandard hardware or software
often results in unexpected behavior of otherwise reliable systems.
Services
Parkfolio servers hosting by Parkeon
Parkfolio servers administration by
Parkeon
Parkfolio data back-up & archive by
Parkeon
Phone assistance by Parkeon to
Customer
Internet Access to Parkfolio
Supervision features from Customer's
PC stations
Alarms & Status
Internet Access to Parkfolio
Supervision features from Customer's
PC stations
Service Level Agreement
24h/24 — 7d/7*
8:30 am to 5:30 pm — Monday to Friday
Public holidays days excluded
8:30 am to 5:30 pm — Monday to Friday
Public holidays days excluded.
Archive duration 1 year
8:30 am to 5:30 pm — Monday to Friday.
Public holida s da s excluded
24h/24 — 7d/7*
5 users max. in total for all services
24h/24 — 7d/7*
5 users max. in total for all services
Transmission by Parkeon of P&D events In real time when the event occurs*
by SMS or e-mail to Customer
maintenance agent
Internet Access to Parkfolio Financial
features from Customer's PC stations
P&D communication with the Parkfolio
server
* Out of data center maintenance period
lncludin
80 SMS maximum
er
P&D •er ear
24h/24 — 7d/7*
5 users max. in total for all services
24h/24 — 7d/7*
Prices are per terminal / per month commencing from the first day of the calendar
month the machine first connects to the server if connection occurs before the 15th of
the month. If connection occurs on or after the 15th, billing will commence on the first
day of the following calendar month.
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Appendix 3 — Maintenance Services
1 Preventative Maintenance shall cover all services of routine maintenance of the
EQUIPMENT.
2. PARKEON will provide the parts necessary to replace any defective parts during
each Preventative Maintenance visit.
3. PARKEON will provide 2 EMS services per calendar year as part of this
Agreement.
a. The two annual EMS visits will be scheduled between PARKEON and
CUSTOMER and mutually agreed at least two weeks in advance.
4. Both labor and travel costs for the maintenance visits form an integral part of this
Agreement.
RESTRICTIONS
1 The replacement and supply of tickets, all types of battery, as well as any
maintenance or cleaning of the external parts of the housing shall all be invoiced
to the CUSTOMER.
2 Any site visits by PARKEON to repair damage resulting from acts of vandalism,
accident (vehicle impact), failure in the electricity supply, operator error, (e.g. but
not limited to: no ticket stock, no coin box fitted, wrong time/date) or rust attack,
will be invoiced on the basis of estimates provided by PARKEON and agreed in
writing by the CUSTOMER. Every effort will be made by PARKEON to provide
these estimates with the minimum of delay.
3 The terms "vandalism" or "vandalized" shall mean any willful damage caused to
the EQUIPMENT (break-ins etc.) which affects the appearance or operation of
the EQUIPMENT or interferes with the normal use of the EQUIPMENT.
CUSTOMER'S OBLIGATIONS
The CUSTOMER is responsible for the following obligations, which are excluded from
PARKEON's obligations:
1. Replacement of the EQUIPMENT when no longer capable of repair, for whatever
reason (excluding the fault or negligence of PARKEON).
2. Removing or moving the EQUIPMENT.
3. All electrical installation accessories other than those which form an integral part
of the EQUIPMENT, as well as connection cables between machines, or in the
event of failure of the latter due to external phenomena: accidental deterioration,
external interference...
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4. Site visits, which are due to an incident of Force Majeure or similar, such as but
not limited to flooding, riots, lightning....
5. Supply of keys and good working locks.
Services Performed during the Preventative Maintenance Visit include:
1.1 Check the workina of the escrow block and printer
1.2 Check the card reader and extension cable (Optional)
1.3(a) Check the position of the inner door and the coin inlet (DG Only)
1.3(b) Check the coin detector operation
1.4(a) Verify the coin blocking operation (Stelio / Strada)
1.4(b) Check the mechanical setting of the coin inlet electromagnet (DG Only)
1.5 Check the operation of the "ticket" "card debit" and "cancellation" buttons
1.6 Various controls
1.7 Clean the coin selector
1.8 Lubrication
1.9 Test battery voltages
2.0 Check the operation of the machine
16
Appendix 4 Extended Hardware Warranty
ARTICLE 1 — Service Definition
PARKEON will provide an initial "seed stock" of parts per attached list, to be housed at
CUSTOMER site. This seed stock will be based on frequency of use and the number of
paystations being supported. PARKEON will also provide an initial inventory of these
parts.
CUSTOMER will replace parts from this seed stock as part of its normal Level 1
diagnosis and repair process. Every week the CUSTOMER will ship any parts that
require repair back to PARKEON using a Return Material Authorization (RMA), which is
received via telephone from PARKEON's Sales Administration department.
PARKEON will provide a replacement for any faulty part received from the
CUSTOMER. The CUSTOMER will pay shipping to PARKEON and PARKEON will pay
for shipping of replacement part back to the CUSTOMER. PARKEON will replace parts
with repaired or refurbished parts. This warranty does not include "wear or usage items"
such as paper, batteries. Labor is not covered under this agreement.
CUSTOMER will perform the actual problem diagnosis and part replacement at the
Paystation. Upon request by the CUSTOMER and agreement by PARKEON,
PARKEON will perform on-site support using the CUSTOMER's spare parts. This
service will be charged at $135.00 per hour.
Any repair of damage resulting from acts of vandalism, accident (vehicle impact), failure
in the electricity supply, operator error, (e.g. but not limited to: no ticket stock, no coin
box fitted, wrong time/date), or rust attack, is not covered under this agreement.
PARKEON will provide estimates of this repair cost upon receipt of a written request by
from the CUSTOMER. The terms "vandalism" or "vandalized" shall mean any willful
damage caused to the Paystation (break-ins etc.), which affects the appearance or
operation of the Paystations or interferes with the normal use of the Paystations.
ARTICLE 2 — ADDITIONAL PARKEON OBLIGATIONS
1. PARKEON will provide training at the commencement of this agreement in the
process of obtaining a RMA and shipping parts to PARKEON.
2. PARKEON will maintain inventory per attached "seed stock" list so that it can
provide replacement parts within five (5) business days of RMA so that The City
of Miami Beach's "seed stock" is able to support the necessary field
replacements. Failure to maintain inventory levels will result in liquidated
damages to the CUSTOMER of $100 per day for each day beyond the expected
delivery date.
17
3. PARKEON will return a repaired or refurbished part that is equal in quality to the
part received.
4. PARKEON will pay for shipment of replacement parts to The City of Miami
Beach.
5. PARKEON will staff a Level II escalation support function that can advise The
City of Miami Beach with warranty parts replacement.
ARTICLE 3 — ADDITIONAL CITY OBLIGATIONS
1. CUSTOMER will complete all the necessary Level I diagnosis steps before
determining that a part is faulty and in need of repair.
2. CUSTOMER will maintain the certification level of all CUSTOMER staff that are
performing technical service to the Paystations or operating the Parkfolio
software.
3. CUSTOMER will ship all defective parts to PARKEON on a regular weekly basis.
CUSTOMER agrees that no defective part will remain in it's stock more than 7
days prior to being shipped to PARKEON.
4. CUSTOMER will follow all instructions (labeling, addressing, packaging, etc)
specified by PARKEON Sales Admin to send and process a RMA in order to
ensure quick processing of the repair order.
5. CUSTOMER will complete the recommended Paystations preventative
maintenance process and intervals to maximize useful life of the parts within the
paystation.
6. CUSTOMER will replace any Paystations when no longer capable of repair, for
whatever reason (excluding the fault or negligence of PARKEON).
7. CUSTOMER will maintain the concrete mounting pad and mounting hardware
per the installation specifications.
8. CUSTOMER will remove, reinstall or relocate the Paystations as needed.
9. CUSTOMER will maintain all electrical installation accessories other than those
that form an integral part of the Paystations, as well as electrical connections to
the Paystations.
10. CUSTOMER will maintain a log of all parts replacements which will be made
available to PARKEON upon demand.
11. CUSTOMER will provide PARKEON access to validate seed stock inventory
twice a year as requested by PARKEON.
18
Part Number
404005422
404302126
404402156
137608
139318
118767
134437
134438
124379
123381
123843
106674
106672
404302291
404403021
404402348
112514
113378
111531
113790
110487
104444
400600403
404402230
100200
100114
100201
110515
110513
110512
123384
104397
104398
123379
136336
136335
122813 (long)
122968 (long)
404402233
123962
400600413
113399
106187
404402383
110837
104377
134433
404402389
143916
124368
Initial "Seed Stock" List
Description
Mainboard
Coin inlet sensor
Main cable
Printer
Bill acceptor
Coin selector
Mag kit
Card entry kit
Optical detector
Interface board
Relay card
Coin microswitch
Coin inlet electro
Solar charger
Upper ribbon cable
Solar battery cable
Escrow
Reinforced bowl flap
Ticket bowl
Coin bowl
Ticket outlet flap
Escrow Cam spring
Solar battery
MSIO cable
Green button
Red button
Blue button
Control rod
Payment unit cam
Coin return cam
Bill microswitch
Coinbox cover
Coinbox wall
Bill flap cable
Bill flap (Mx rdr)
Bill axle (Mx rdr)
Bill flap
Bill axle
Peripheral power cable
Collection - 2 lock and 3 key set
20 W panel
Display Glass
Instructions panel glass
Bill acceptor supply cable
Anti static glass
Coin inlet flap
Card reader
Interface board cable
Modem
Antenna
19
Unit Price
$1,877.80
$159.50
$107.80
$1,191.90
$1,743.00
$977.30
$19.00
$46.40
$180.00
$220.00
$118.00
$59.80
$78.10
$362.50
$78.90
$75.40
$136.10
$41.80
$36.90
$56.20
$16.70
$17.20
$174.00
$46.20
$14.00
$14.00
$14.00
$8.50
$18.60
$18.60
$80.00
$42.80
$42.80
$44.00
$26.00
$8.00
$55.00
$31.00
$37.20
$236.00
$857.00
$15.60
$111.40
$12.00
$52.00
$21.90
$1,440.00
$19.50
$1,857.00
$82.00
Total
Quantity
10
10
10
20
20
10
7
5
10
10
10
5
10
2
10
5
3
10
3
3
5
10
3
5
10
5
5
5
5
5
25
3
3
10
5
5
5
5
3
4
1
2
2
2
2
10
7
3
5
5
Ext Price
$18,778.00
$1,595.00
$1,078.00
$23,838.00 I
$34,860.00
$9,773.00 1
$133.00 1
$232.00 1
$1,800.00
$2,200.00
$1,180.00
$299.00 1
$781.00 I
$725.00
$789.001
$377.00 1
$408.30
$418.00
$110.70
$168.60 i 1
$83.50 1
$172.00
$522.00 I
$231.00
$140.00 1
$70.00
$70.00
$42.50
$93.00
$93.00 1
$2,000.00 1
$128.40
$128.40 1
$440.00 1
$130.00 1
$40.00
$275.00
$155.00
$111.60
$944.00
$857.00
$31.20
$222.80
$24.00
$104.00
$219.00
$10,080.00
$58.50
$9,285.00
$410.00
$126,704.50