MOU between CMB and Parkeond'~cG 7-,~,FZ )r4
MEMORANDUM OF UNDERSTANDING
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
PARKEON, INC. ~m~.
HIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this ~~
tlay of, 2009 by and between the CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation ("CMB"), located at 1]00 Convention Center Orive,
Miami Beach, Floritla 33139, and PARKEON, INC., a Delaware ccrpcration
("Parkeon"), located at 40 Twosome Drive, Unit ], Moorestown, New Jersey
0805].
RECITALS:
WHEREAS, Parkecn is a manufacturer antl seller of multi-space parking
meters; and
WHEREAS, Pakeon antl CMB wish ro tlescribe certain proposed
purchases antl services ro be indutletl untler that certain Services Framework
Agreement enteretl into between Parkeon antl CMB, and dated as of December
24, 2008 (the "Services Agreement').
NOW, THEREFORE, in consideration of the mutual agreements antl
covenants contained herein and for other good antl valuable censitlera[ion, the
receipt and sufficiency of which hereby are acknowledgeQ it is mutually agreetl
antl cevenantetl, by and between the parties to this MOU, as follows:
1. Parkeon will agree to:
(a) Upgrade all Strada Units to the eAent that all other CMB Strada
Units have been upgratletl to tlate, as well as any future software
upgratles.
(b) Honor a two (2) year warmnry, commenclnq on the date of
installation of each Stmtla Unit.
(c) Atljust CMB's parts inventory to be reflective of the units-ro-parts
ratio in place as of the date of ihls MOU.
(tl) Sell to CMB 25 Strada Units Iccatetl in Parkeon's Miami warehouse
at $5,000 per meter, antl ]5 NEW $tratla Units at a substantial discounted
price of $8,151 per meter. The meters must be purchased at one time
antl paitl for by Dec. 31, 2009.
(e) EMend a discount for a limited period on the DG hardware warranty
from $47 to $30 per meter, per month, for a period of 24 months (resulting
in a savings of approximately $104,000), starting cn the date of installation
of the last Strada meter to be purchasetl under this MOU.
(t) Retluce the CMB PaBfolio fee from $50 to $40 per meter,
per month (which results in a credit of $120,000 over 24 months), starting
on the tlale of installation of the last Strada meter to be purchased under
this MOU.
(g) Utilize good faith efforts to work with CMB on tleveloping Wi-
Fi capability and connectivBy for all Parkeon equipment, a[ a future to be
determined cost.
(h) The above PaBeon obligations shall apply ro PaMeon
equipment purchasetl from Parkeon or one of its authorized distributors
antl to the 45 DG Classic Units that the Ciry intends to purchase from
Bytewise this year.
2. CMB will agree lo:
(a) CMB shall have ninety (90) days from the date of installation of a
particular Strada Unit to be purchased under this MOU to test such unit
(the "Test Pedod'y.
(b) Following installation, if a unit experiences the same malfunction
three (3) times within its Test Pedotl, CMB has the right to require
Parkeon to have it replaced, at no charge to CMB.
(c) CMB further reserves [he right to hall further unit installations
shoultl any installed unit's malfunction remain unresolved for a period of
ten (10) days from the date the malfunction(s) Is Identified or until such
time that the malfunction(s) is corrected to the satisfaction of CMB,
whichever is earlier.
(d) CMB shall not be obligated to purchase the balance cf the Stratle
Units but shall receive the benefts contained herein.
3. Thls MOU shall be governed by and construed in accordance with the
laws of the State of Florida. The exclusive venue for any litigation arising out of
this MOU shall be in Miami-Dade County, Floritla.
4. NOTICES:
All notices antl communications in writing required or permitted
hereuntler may be tlelivered personally to the representatives of the
Consultant antl the City listed below or may be mailed by registered mail,
postage prepaid (or airmailed if addressed to an address outside of the city of
dispatch).
Until changed by notice in writing, sll such nctices antl communications
shall be addressed as follows:
TO CONSULTANT'. Parkeon, Inc.
Attn. Ian Newberg
40 Twosome Drive, Unit ]
Moorestown, New Jersey 0805]
(856)234-8000
TO CITY: City of Miami Beach
Attn: Saul Frances
Parking Director
1]00 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-]000, Ext. fi483
Notices hereuntler shall be effective'.
If tlelivered personally, on delivery', if mailed ro an address in the city cf dispatch,
on the day following the date mailed; and if mailed to an address outside the city
of dispatch on the seventh day following [he date mailed.
5. This MOU is anon-binding statement of the good faith intention of the
parties. It tlces not create a binding contractual commitment on either party. No
binding contractual commitment will be effected until a definitive agreement is
approved by the parties with all applicable legal requirements. Nolwithstantling
anything to the contrary contained herein, the terms and conditions of the
Services Agreement shall not change until an amendment (pursuant to Article 13
of the Services Agreement) is executed between the parties.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, CMB and Parkeon have executed this MOU as
of the day and year first written above by their tluly authorizetl representatives.
CITY OF MIAMI BEACH
By:
Name: ~
Title:(°Zf4 h1- A
PARKEON, IN
BY:
Name:lZr
Title: ~'wtf ~~o-
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