MOU between CMB and Parkeonboo ~~- ~ E'7 ~ ~
MEMORANDUM OF UNDERSTANDING
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
PARKEON, INC.
HI~MORANDUM OF UNDERSTANDING ("MOU") is made this
day of~ ~ , 2009 by and between the CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation ("CMB"), located at 1700 Convention Center Drive,
Miami Beach, Florida 33139, and PARKEON, INC., a Delaware corporation
("Parkeon"), located at 40 Twosome Drive, Unit 7, Moorestown, New Jersey
08057.
RECITALS:
WHEREAS, Parkeon is a manufacturer and seller of multi-space parking
meters; and
WHEREAS, Parkeon and CMB wish to describe certain proposed
purchases and services to be included under that certain Services Framework
Agreement entered into between Parkeon and CMB, and dated as of December
24, 2008 (the "Services Agreement").
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, it is mutually agreed
and covenanted, by and between the parties to this MOU, as follows:
Parkeon will agree to:
(a) Upgrade all Strada Units to the extent that all other CMB Strada
Units have been upgraded to date, as well as any future software
upgrades.
(b) Honor a two (2) year warranty, commencing on the date of
installation of each Strada Unit.
(c) Adjust CMB's parts inventory to be reflective of the units-to-parts
ratio in place as of the date of this MOU.
(d) Sell to CMB 25 Strada Units located in Parkeon's Miami warehouse
at $5,000 per meter, and 75 NEW Strada Units at a substantial discounted
price of $8,151 per meter. The meters must be purchased at one time
and paid for by Dec. 31, 2009.
(e) Extend 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 on the date of installation
of the last Strada meter to be purchased under this MOU.
(f) Reduce the CMB Parkfolio fee from $50 to $40 per meter,
per month (which results in a credit of $120,000 over 24 months), starting
on the date of installation of the last Strada meter to be purchased under
this MOU.
(g) Utilize good faith efforts to work with CMB on developing Wi-
Fi capability and connectivity for all Parkeon equipment, at a future to be
determined cost.
(h) The above Parkeon obligations shall apply to Parkeon
equipment purchased from Parkeon or one of its authorized distributors
and to the 45 DG Classic Units that the City intends to purchase from
Bytewise this year.
2. CMB will agree to:
(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 Period").
(b) Following installation, if a unit experiences the same malfunction
three (3) times within its Test Period, CMB has the right to require
Parkeon to have it replaced, at no charge to CMB.
(c) CMB further reserves the right to halt further unit installations
should 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 of the Strada
Units but shall receive the benefits contained herein.
3. This 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, Florida.
4. NOTICES:
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All notices and communications in writing required or permitted
hereunder may be delivered personally to the representatives of the
Consultant and 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, all such notices and communications
shall be addressed as follows:
TO CONSULTANT: Parkeon, Inc.
Attn: Ian Newberg
40 Twosome Drive, Unit 7
Moorestown, New Jersey 08057
(856) 234-8000
TO CITY: City of Miami Beach
Attn: Saul Frances
Parking Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7000, Ext. 6483
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch,
on the day following the date mailed; and if mailed to an address outside the city
of dispatch on the seventh day following the date mailed.
5. This MOU is anon-binding statement of the good faith intention of the
parties. It does 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. Notwithstanding
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.]
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IN WITNESS WHEREOF, CMB and Parkeon have executed this MOU as
of the day and year first written above by their duly authorized representatives.
CITY OF MIAMI BEACH
By: :-- -
Name:
Title:(~Zr'V mlln!?d'F. ~
PARKEON, I
By:
Name: U~ ~'~i'M
i
Title: fi'~x~ ~t~
APPROVED AS TO
FORM & LANGUAGE
e4 FOR EXECUTION
~~~~~~
~ ttome~~~('~ Date
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