2013-28317 Reso RESOLUTION NO. 2013-28317
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
CITY MANAGER PERTAINING TO THE RANKING OF FIRMS, PURSUANT TO
REQUEST FOR PROPOSAL (RFP) NO. 177-2013ME, FOR PAY-BY-PHONE
SERVICES; AUTHORIZING THE ADMINISTRATION TO ENTER INTO
NEGOTIATIONS WITH THE TOP-RANKED PROPOSER, PARKMOBILE USA,
INC.; AND SHOULD THE ADMINISTRATION NOT BE SUCCESSFUL IN
NEGOTIATING AN AGREEMENT WITH THE TOP-RANKED PROPOSER,
AUTHORIZING NEGOTIATIONS WITH THE SECOND-RANKED PROPOSER,
PAY BY PHONE TECHNOLOGIES, INC.; AND SHOULD THE
ADMINISTRATION NOT BE SUCCESSFUL IN NEGOTIATING AN
AGREEMENT WITH THE SECOND-RANKED PROPOSER, AUTHORIZING
NEGOTIATIONS WITH THE THIRD-RANKED PROPOSERS, PANGO USA
AND PASSPORT PARKING (TIE); AND FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON
CONCLUSION OF SUCCESSFUL NEGOTIATIONS BY THE
ADMINISTRATION.
WHEREAS, on May 8, 2013, the Mayor and City Commission approved the issuance of
Request for Proposal (RFP) 177-2013ME For Pay-By-Phone Services; and
WHEREAS, on May 9, 2013, RFP No. 0177-2013ME was issued with an opening date
of July 17, 2013; and
WHEREAS, a pre-bid conference to provide information to prospective proposers was
held on May 30, 2013; and
WHEREAS, thirty prospective proposers downloaded the solicitation from The Public
Group, which resulted in the receipt of five (5) proposals; and
WHEREAS, on August 7, 2013, the City Manager via Letter to Commission (LTC) No.
270-2013, appointed an Evaluation Committee (the "Committee") for the purpose of evaluating
the proposals received in accordance with the criteria established in the RFP; and
WHEREAS, the Committee convened on August 30, 2013 to evaluate the proposals
received; and
WHEREAS, the Committee was provided with an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Government Sunshine Law;
Performance Evaluation Surveys; and presentations from each proposer; and
WHEREAS, the Committee was instructed to score and rank each proposer's
qualifications and proposed scope of services and methodology pursuant to the evaluation
criteria established in the RFP; and
WHEREAS, the Committee discussed its individual perceptions of the proposers'
qualifications, experience, and competence, and further scored and ranked the proposers
accordingly; and
WHEREAS, an analysis of cost pursuant to the cost proposal information provided by
each firm was presented by Rocio Alba, committee member and Parking Assistant Director; and
WHEREAS, additional points, over the aforementioned potential points for qualifications,
scope of services, and methodology and approach were to be allocated, if applicable, and in
accordance with the Local and Veterans Preference ordinances; and
WHEREAS, the following ranking based on the overall Committee scoring was
presented to the Manager for his due diligence and recommendation: (1) Parkmobile USA, Inc.;
(2) Pay By Phone Technologies, Inc.; (3) Pango USA and Passport Parking (tie); and (4)
QuickPay; and
WHEREAS, after receiving the recommendation of the Committee and City staff, the
City Manager exercised his due diligence and is recommending that the Mayor and the City
Commission authorize the Administration to enter into negotiations with the top-ranked
proposer, Parkmobile USA, Inc.; and should the Administration not be successful in negotiating
an agreement with the top-ranked proposer, authorize negotiations with the second-ranked
proposer, Pay By Phone Technologies, Inc.; and should the Administration not be successful in
negotiating an agreement with the second-ranked proposer, authorize negotiations with the
third-ranked proposers, Pango USA and Passport Parking (tie); and further authorize the Mayor
and City Clerk to execute an agreement upon conclusion of successful negotiations by the
Administration.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accept the recommendation of the City Manager pertaining to the ranking
of proposals pursuant to request for proposal (RFP) No. 177-2013ME, for pay-by-phone
services; and further authorize the Administration to enter into negotiations with the top-ranked
proposer, Parkmobile USA Inc.; and should the Administration not be successful in negotiating
an agreement with the top-ranked proposer, authorize negotiations with the second-ranked
proposer, Pay By Phone Technologies, Inc.; and should the Administration not be successful in
negotiating an agreement with the second-ranked proposer, authorize negotiations with the
third-ranked proposers, Pango USA and Passport Parking (tie); and further authorize the Mayor
and City Clerk to execute an agreement upon conclusion of successful negotiations by the
Administration.
PASSED AND ADOPTED this /4"4 day of w 2013.
ATTEST:
Rafael Granado, C perk' a ie Herrera ower, Mayor
1 v u oRP pRATE
- E
TAAGENDA\2013\Septembe i cvrerttg P-1 77-.204M Pay By Phone Services-Resolution.doc
��}y APPROVED AS TO
FORM & LANGUAGE
& F E UTI N l3
ITS ATTOR P ' DAT
UUMM15510N I I EM SUMMARY
Condensed Title:
A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida, Accepting The
Recommendation Of The City Manager Pertaining To The Ranking Of Proposals,Pursuant To Request For Proposals
(RFP)No. 177-2013ME,For Pay-By-Phone services;And Further Authorizing The Mayor And City Clerk To Execute An
Agreement Upon Conclusion Of Successful Negotiations By The Administration.
Key Intended Outcome Supported:
Improve parking availability; Improve process through information technology.
Supporting Data(Surveys, Environmental Scan,etc: N/A
Item Summary/Recommendation:
On May 8,2013,the Mayor and City Commission approved the issuance of Request for Proposals(RFP)177-2013ME
For Pay-By-Phone Services.
On May 9, 2013, RFP No. 0177-2013ME was issued with an opening date of July 17,2013.A pre-bid conference to
provide information to prospective proposers was held on May 30,2013.Thirty prospective prospers downloaded the
solicitation from The Public Group, which resulted in the receipt of five(5)proposals.
On August 7, 2013, the City Manager via Letter to Commission (LTC) No. 270-2013, appointed the Evaluation
Committee (the "Committee") for the purpose of evaluating the proposals received in accordance with the criteria
established in the RFP:The Committee convened on August 30, 2013 to evaluate proposals.
The Committee discussed the proposals received and was provided with an overview of the project,information relative
to the City's Cone of Silence Ordinance and the Government Sunshine Law; Performance Evaluation Surveys.The
Committee was also provided with a presentation from each proposer.The Committee was instructed to score and rank
each proposer's qualifications and proposed scope of services and methodology pursuant to the evaluation criteria
established in the RFP. An analysis of cost pursuant to the cost proposal information provided by each firm was
presented by Rocio Alba,committee member and Parking Assistant Director,in accordance with Table 1 of the memo.
RECOMMENDATION
After receiving the recommendation of the Evaluation Committee and City staff, the City Manager exercised his due
diligence and is recommending that the Mayor and the City Commission authorize the Administration to enter into
negotiations with the top-ranked proposers, Parkmobile USA Inc.;and should the Administration not be successful in
negotiating an agreement with the top-ranked proposer,authorizing negotiations with the second-ranked proposer,Pay
By Phone Technologies, Inc.; and should the administration not be successful in negotiating an agreement with the
second-ranked proposer, authorizing negotiations with the third-ranked proposers, Pango USA& Passport Parking;
and further authorizing the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations
by the administration.
ADOPT THE RESOLUTION
Advisory Board Recommendation:
NA
Financial Information:
Source of Amount Account
Funds: 1
2
3
4
5
Financial Impact Summary:The City will not incur any costs by providing these services and therefore no allocation
of funding is required. Pay by phone transaction fees are paid by the user.
City Clerk's Office Legislative Tracking:
Alex Denis, Extension 6641
Sign-Offs:
Department Director I 9sistait City Manager City Manager
AD SF PDW KGB /AV JLM
F:\TE5r6e GENDA\2013\September 11\Procurement\RFP-177- 13 ME Pay By Phone Services-'§u ary.doc
AGENDA ITEM C 7 K
MIAMIREAM..MSATE
9 3
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 11, 2013
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PERTAINING TO THE RANKING OF PROPOSALS, PURSUANT TO
REQUEST FOR PROPOSALS (RFP) NO. 177-2013ME, FOR PAY-BY-PHONE
SERVICES; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS BY THE ADMINISTRATION.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOME SUPPORTED
Improve parking availability; Improve process through information technology.
FUNDING
The City will not incur any costs by providing these services and therefore no allocation of
funding is required. Pay by phone transaction fees are paid by the user.
BACKGROUND
The City of Miami Beach Parking Department is pursuing technology enhancements for its
parking payment systems. The following parking payment systems are either in place or will
be in the near term: multi-space pay stations, municipal permit programs, including business
and residential permits, and a license plate recognition (LPR) handheld and a mobile
enforcement system. The next logical progression is for the City to consider a "pay by phone"
system which will interface with various existing third party platforms, including the City's
permitting and financial systems, in real time.
Through the RFP process, the City is seeking a pay by phone (PBP) system that enables
parking payments for the City's on-street and off-street metered facilities via phone, mobile
application "App"; and/or text. The PBP system shall be capable of providing real time web
enabled interfaces with the proprietary platforms described above. The PBP is intended to
supplement existing payment options. The PBP system will have the capability of providing
discounted rates and service fees to residents.
In its due diligence and in an effort to assure that the City was considering all available options
for a PBP system, on March 5, 2013, an industry review meeting was held. The purpose of the
industry review meeting was to receive input from PBP providers on any options the City could
consider for the best system while assuring specifications were competitive and the following
factors were considered: available best practices, the feasibility of the scope of services the
City was considering, and operational efficiencies that may be available through PBP system
options. The companies in attendance were Pango USA, Parkmobile USA Inc., QuickPay
Corp., Pay by Phone Technologies, and Mobile Now. The Scope of Services was revised in
order to incorporate the comments and suggestions received during the industry review
meeting.
Commission Memorandum --RFP#177-2013 Pay By Phone Services
September 11, 2013
Page 2
RFP PROCESS
On May 8, 2013, the Mayor and City Commission approved the issuance of Request for
Proposals (RFP) 177-2013ME For Pay-By-Phone Services.
On May 9, 2013, RFP No. 0177-2013ME was issued with an opening date of July 17, 2013. A
pre-bid conference to provide information to prospective proposers was held on May 30, 2013.
Thirty prospective prospers downloaded the solicitation from The Public Group, which resulted
in the receipt of the following five (5) proposals:
• Pay-By-Phone Technologies, Inc.
• Pango USA
• Parkmobile USA Inc.
• Passport Parking
• QuickPay
On August 7, 2013, the City Manager via Letter to Commission (LTC) No. 270-2013,
appointed the following Evaluation Committee (the "Committee") for the purpose of evaluating
the proposals received in accordance with the criteria established in the RFP:
Ray Breslin, Collins Park Neighborhood Association President
Rocio Alba, Miami Beach Parking Department
Carlos Estrada, Miami-Dade County Violations Bureau
Jacqueline Hertz, City of Miami Beach VCA
Melissa Mokha, Neighborhood Leadership Academy Graduate
Madeleine Romanello, Transportation and Parking Committee
Alberto Ruiz, Miami Beach Information Technology Department
The Manager also appointed the following alternates:
Nannette Rodriguez, Miami Beach Public Information Office
Wendy Kallergis, Greater Miami and Beaches Hotel Association
The Committee convened on August 30, 2013 to evaluate the proposals received. The
Committee discussed the proposals received and was provided with an overview of the
project, information relative to the City's Cone of Silence Ordinance and the Government
Sunshine Law; Performance Evaluation Surveys. The Committee was also provided with a
presentation from each proposer.
The Committee was instructed to score and rank each proposer's qualifications and proposed
scope of services and methodology pursuant to the evaluation criteria established in the RFP.
An analysis of cost pursuant to the cost proposal information provided by each firm was
presented by Rocio Alba, committee member and Parking Assistant Director, in accordance
with Table 1. It is important to note that the cost for pay by phone services (cost to user) is not
a cost to the City; a transaction fee is paid by the user. Please refer to Exhibit A for detailed
cost information.
TABLE 1: USER TRANSACTION FEES
VENDOR NAME COST TO USERS MAXIMUM PERCENTAGE OF TOTAL COST
COST POINTS LOWEST COST* POINTS *
Pango $ 530,640.24 30 0.27 8.21
Parkmobile $ 145,272.40 30 1.00 30.00
Passport $ 400,483.20 30 0.36 10.88
Pay By Phone $ 550,664.40 30 0.26 7.91
Quickpay $ 700,845.60 30 0.21 6.22
*(lowest cost proposal 1 cost of proposal being evaluated x maximum allowable points=awarded cost points)
Commission Memorandum — RFP#177-2013 Pay By Phone Services
September 11, 2013
Page 3
Additional points, over the aforementioned potential points for qualifications, scope of services,
and methodology and approach were to be allocated, if applicable and in accordance to
following ordinances.
LOCAL PREFERENCE: The Procurement personnel assigned an additional five (5) points to
Proposers, which are, or include as part of their proposal team, a Miami Beach-based vendor
as defined in the City's Local Preference Ordinance. However, none of the proposers were
eligible for Local preference.
VETERANS PREFERENCE: The Procurement personnel assigned an additional five (5)
points to Proposers, which are, or include as part of their proposal team, a small business
concern owned and controlled by a veteran(s) or a service-disabled veteran business
enterprise, as defined in the City's Veterans Preference Ordinance. However, none of the
proposers were eligible for Veterans preference.
The resulting final scores and ranking to be presented for the City Manager for his due
diligence were as follows:
RFP#177-2 013 Low
PARKING PAY BY Wendy Carlos Melissa Madeliene Rocio AGGREGATE
PHONE SYSTEM Kaller is Estrada Mokha Romanello Alba TOTALS
Pa by Phone Parkin (70.91) 2 (72.91) 2 (72.91) 2 (72.91)2 71.91 2 10 2
Pan go USA 63.21 4 61.21 4 63.21 4 63.21 3 63.21 3 18 3
ParkMobile USA Inc 100 1 92 1 93 1 100 1 97 1 (5) 1
Passport Parkin 68.88 3 1 62.88 3 72.88 3 60.88 4 58.88 5 (18) 3
QuickPay 46.22) 5 51.22 5 61.22 5 41.22 5 59.22) 4 24 5
RANKINGS
ParkMobile USA Inc.
Pay By Phone Technologies, Inc
Pango USA& Passport Parkin Tie
QuickPa
PROFILE OF TOP-RANKED PROPOSER—PARKMOBILE USA INC.
Parkmobile USA Inc ("Parkmobile") began doing business in the United States in 2008 and
has deployed its solutions in more than 450 municipalities, universities, and transit system
locations throughout the United States, Australia, and Europe over the past fourteen years.
Parkmobile's services is currently live in a number of municipalities in Florida, including Wilton
Manors, Hollywood, St. Petersburg, St. Pete Beach, Tampa, Lake Worth, and West Palm
Beach. Furthermore, Parkmobile has a large number of privately-owned locations it services in
other Florida cities, spanning Orlando, Jacksonville, St. Augustine, and Fort Lauderdale.
Parkmobile offers users fast and easy on-street account set up options. Customers can
register via internet; download a mobile app; utilize the mobile browser enrollment application;
or call the 800 number and register via the IVR platform.
Parkmobile is capable of supporting both license plate and stall number (pay by space)
environments. Parkmobile provides customers with a number of messaging options including a
15 minute reminder text message. Customer can select the types of messages (transaction
start, reminder and transaction end) and method of delivery(email, text, or push).
Parkmobile currently has a 24/7 helpdesk and call center. First level and escalation support
are handled at the internal support located in Atlanta, GA.
Commission Memorandum —RFP# 177-2013 Pay By Phone Services
September 11, 2013
Page 4
MANAGER'S DUE DILIGENCE AND RECOMMENDATION
After receiving the recommendation of the Evaluation Committee and City staff, the City
Manager exercised his due diligence and is recommending that the Mayor and the City
Commission authorize the administration to enter into negotiations with the top-ranked
proposers, ParkMobile USA Inc.; and should the Administration not be successful in
negotiating an agreement with the top-ranked proposer, authorizing negotiations with the
second-ranked proposer, Pay By Phone Technologies, Inc.; and should the administration not
be successful in negotiating an agreement with the second-ranked proposer, authorizing
negotiations with the third-ranked proposers, Pango USA & Passport Parking; and further
authorizing the mayor and city clerk to execute an agreement upon conclusion of successful
negotiations by the Administration.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida accept the recommendation of the City Manager pertaining to the ranking of
proposals, pursuant to request for proposals (RFP) No. 177-2013ME for Pay-By-Phone
Services to enter into negotiations with the top-ranked proposers, ParkMobile USA Inc.; and
should the Administration not be successful in negotiating an agreement with the top-ranked
proposer, authorizing negotiations with the second-ranked proposer, Pay By Phone
Technologies, Inc.; and should the administration not be successful in negotiating an
agreement with the second-ranked proposer, authorizing negotiations with the third-ranked
proposers, Pango USA & Passport Parking; and further authorizing the mayor and city clerk to
execute an agreement upon conclusion of successful negotiations by the Administration.
T:\AGENDA\2013\September 1 1\Procurement\RFP-1 77-2013 ME Pay By Phone Services-Memo Final.doc
EXHIBIT A
City of Miami Beach
RFP 177-2013
Parking Pay By Phone System
txns wk #of users Total#Txns
RESIDENT
Regular user 3 3,739 583,284
Frequent user 5 3,739 972,140
7,478 1,555,424
NON-RESIDENT
Regular user 3 1,075 167,622
Frequent user 5 1,075 279,370
2,149 446,992
TOTAL#of TXNS 9,627 2,002,416
PARKMOBILE
Residents no fee;0.35 w/out wallet;0.30 w/wallet
Assumptions: 50%of users with wallet and 50%w/out wallet
Resident 1,555,424 $0.00 $0.00
50% Non-Residents 223,496 $0.30 $67,048.80
50% Non-Residents 223,496 $0.35 $78,223.60
2,002,416 $145,272.40
PASSPORT
All users$0.20
All transactions 2,002,416 $0.20 $400,483.20
PANGO
Regular users$0.29; Pre-paid frequent users$0.24
Assumption:50% Regular and 50%Pre-paid
50%transactions 1,001,208 $0.29 $290,350.32
50%transactions 1,001,208 $0.24 $240,289.92
2,002,416 .$530,640.24
PAY BY PHONE
Option 2-fees added to price of pkg-$0.35 w/txt msg;0.20 w/out
Assumptions: 50%of users with text and 50%w/outwant text
50%transactions 1,001,208 $0.35 $350,422.80
50%transactions 1,001,208 $0.20 $200,241.60
2,002,416 $550,664.40
QUICKPAY
All users$0.35
All transactions 2,002,416 $0.35 $700,845.60
I
a0/349317
,)IT1110 lie
PARKING PAY BY PHONE SERVICES AGREEMENT
THIS PARKING SERVICES AGREEMENT (this "Agreement") is made and entered into
as of this day of&roc , 201q-(the "Effective Date"), by and among PARKMOBILE
USA, INC., a Georgia corporation f/k/a Parkmobile North America, Inc. with offices at
3200 Cobb Galleria Parkway Suite 100 Atlanta, GA 30339 ("Parkmobile"), and the City
of Miami Beach Florida, a municipal corporation, with its place of business at City Hall,
1700 Convention Center Drive, Miami Beach, Florida, 33139, USA ("CITY"); and as
an additional party for the limited purpose of ARTICLE 1 Section 7 of this Agreement,
PARKMORILE GROUP B.V., a company organized under the laws of the Netherlands
("PMG").
RECITALS:
WHEREAS, Parkmobile is engaged in the business of providing integrated
solutions for the management of all parking related matters, including providing a
system for the payment of street parking by mobile telephone; and
WHEREAS, Parkmobile and the City desire to enter into a mutually beneficial
arrangement, pursuant to which Parkmobile will provide mobile parking services to the
City, upon the terms and subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the terms, conditions, covenants and
agreements contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, and in order to
-y effectuate the above arrangement, the parties hereto agree as follows:
ARTICLE 1
SERVICES
1. Services Provided by Parkmobile. During the Term (as defined herein),
Parkmobile shall direct its personnel to perform the services for the City as described in
Exhibit 1 hereof (as amended, modified or supplemented from time to time upon the
mutual written agreement of the parties, the "Services"). Parkmobile shall render the
Services faithfully and to the best of its ability and in compliance with all applicable laws,
Federal, State, and local laws, codes, ordinances, resolutions, administrative policies
and procedures and/or rules and regulations, (collectively, "Applicable Laws"), devoting
such time as is reasonably necessary to provide the Services. The precise times and
manner of the performance of Services shall be as reasonably requested by the City,
consistent with a schedule to be reasonably agreed upon from time to time by
Parkmobile and the City. In connection with Parkmobile's performance of the Services,
and in addition to Parkmobile's compliance with Applicable Laws, Parkmobile shall also
be subject to, and agrees to abide by, such policies, procedures, directions and
restrictions as the City, in its sole and reasonable discretion, may establish from time to
time. Parkmobile shall implement the service within forty five (45) days of the effective
date of this Agreement.
1
If the City requires additional work and/or services that are not included in this
Agreement, Parkmobile and the City shall negotiate such additional work and/or
services, mutually agree on the amount of additional compensation, and memorialize
the terms in a written amendment to this Agreement.
2. Help and Support. Parkmobile agrees to use its reasonable efforts to
assist the City with any technical support that the City may reasonably require in relation
to using the Services. In furtherance of the foregoing, Parkmobile agrees to provide the
City with preventative maintenance, corrective maintenance, adaptive maintenance and
online, on-site and telephone support with respect to the Services. Each of Parkmobile
and the City shall promptly notify the other of any errors or interruptions that arise during
the City's use of Parkmobile's software or the Services hereunder.
3. Error Corrections. In the event of any errors or interruptions in the
Services, Parkmobile's sole and exclusive obligation shall be to use reasonable efforts
to repair or restore that portion of the Services as promptly as possible. Repair may
take the form, at the option of Parkmobile, as the case may be, of: (i) corrected software
applicable to the Services; (ii) corrected materials in hard copy or electronic form
describing the use and operation of the software applicable to the Services, including
any manuals and programming tools; (iii) instructions or procedures to bypass the
problem until a more permanent correction can be implemented; or
(iv) correction/clarification of the functional definition of the Services.
4. Publicity of Services. All brochures and promotional materials to be
distributed by Parkmobile and the City in connection with the Services shall be in a form
mutually agreed upon by the parties.
5. Cooperation. Each party shall reasonably cooperate with the other party
to permit such party to perform its duties and obligations under this Agreement in a
timely manner.
6. Authority of the Parties. Each party acknowledges and agrees that it
has no authority to act on behalf of the other party other than as set forth in this
Agreement or to enter into any contract or to incur any liability on behalf of the other
party, except with prior written consent of an authorized officer of such party. Each
party covenants that it shall not at any time represent, either orally or in writing, that it
has any right, power or authority with respect to the other party not expressly granted to
the other party by such party.
7. Technology Sublicense. PMG hereby grants the City the nonexclusive,
non-transferable, non-sub-licensable, revocable right and sublicense to use the
proprietary technology that PMG licenses but does not own and relates to the Services
(the "Technology") in connection with the Services. The City shall not use the
Technology for any use other than in connection with the Services. The City
acknowledges and agrees that (a) PMG shall be its exclusive source of the Technology
for the Term; and (b) all Services obtained by the City shall use the Technology as
necessary. The City has no interest in or right to use the Technology or any
2
f
improvements thereto or modifications thereof except as set forth herein. In all
instances, the City's use of the Technology shall inure to both party's benefit. During
the Term or at any time thereafter, the City shall not commit, or cause any third party to
commit, any act challenging, contesting or impairing or attempting to impair PMG's right,
title and interest in and to the Technology or the validity thereof.
8. Proposal Documents. Notwithstanding the description of Parkmobile's
services and without limitation, Parkmobile shall provide any and all work and services
as set forth in, and in accordance to the requirements of, the Proposal Documents
(which are attached as Exhibit 5 hereto and are hereby deemed incorporated by
reference as if fully set forth herein). In the event of an express conflict among the RFP,
Parkmobile's Proposal, and the Agreement, the precedence will be given to that
term/provision which allows the City to enforce the Agreement in the strictest possible
terms, and/or in accordance with the term(s) most favorable for the City.
ARTICLE 2
USER FEES; EXPENSES
1. User Fees. The user fees (the "Fees") applicable to the Services, are set
forth on Exhibit 3. Exhibit 3 may be updated from time to time in writing upon the
mutual agreement of the parties to reflect any changes or modifications in the Fees
payable hereunder.
2. Payment. Payment is due not later than forty-five (45) days after invoice.
Late payment_interest of ten percent (10%) per annum may be assessed by Parkmobile
on any payment past due, in which case such interest shall accrue from the payment
due date to the date payment is received.
3. Taxes. Parkmobile's prices do not include sales, use, revenue or excise
taxes, and accordingly, in addition to the price specified herein, the amount of any
sales, use, excise or other similar tax applicable to the Services provided hereunder
shall be paid by the City, or, in lieu thereof, City shall provide Parkmobile with a tax
exemption certificate issued by the appropriate taxing authority.
4. Billing Disputes. The City shall not be entitled to suspend payment of
any disputed invoices. Any disputes must be submitted to Parkmobile in writing and
with an explanation of the reason for the dispute, within forty-five (45) days. In the
event that any payment dispute is resolved in favor of the City, Parkmobile shall credit
City on the immediately subsequent invoice issued to City..
5. Expenses. Except as otherwise provided herein, Parkmobile shall not
charge the City any costs for the integration of its system(s) or for the management of
the project and the Services. Parkmobile shall charge the City for ordinary, necessary
and reasonable third party costs only on direct cost basis and only after the prior written
approval of the.City.
3
a
ARTICLE 3
TERM; TERMINATION
1. Terre. This Agreement shall commence on the date that it is fully
executed by all parties (the Effective Date) and shall continue in full force and effect for
an initial term of five (5) years or terminated sooner as provided below (the "Term").
Following the initial term, the Agreement may be extended for two (2), two
(2) year renewal terms (each a "Renewal Term"), at the sole and absolute discretion of
the City. The date on which this Agreement is terminated or expires as provided herein
is called the "Termination Date," and the period from the Effective Date through the
Termination Date is herein called the "Term."
2. TERMINATION FOR CAUSE BY CITY
a. If Parkmobile shall fail to fulfill or otherwise violate any of the covenants,
agreements, or stipulations in this Agreement, the City shall thereupon have the right to
terminate the Services then remaining to be performed by giving written notice to
Parkmobile of such termination which shall become effective upon receipt by
Parkmobile of the written termination notice.
b. In that event, the City shall compensate Parkmobile in accordance with
the Agreement for all Services performed by Parkmobile prior to termination, net of any
costs incurred by the City as a consequence of the default.
C. Notwithstanding the above, Parkmobile shall not be relieved of liability to
the City for damages sustained by the City by virtue of any breach of the Agreement by
Parkmobile, and the City may reasonably withhold payments to Parkmobile for the
purposes of off set until such time as the exact amount of damages due the City from
Parkmobile is determined.
3. TERMINATION FOR CONVENIENCE BY CITY
The City may, for its convenience, terminate the Services then remaining to be
performed at any time without cause by giving written notice to Parkmobile of such
termination, which shall become effective thirty (30) days following receipt by
Parkmobile of such notice. If the Agreement is terminated by the City as provided in
this section, the City shall compensate Parkmobile in accordance with the Agreement
for all Services actually performed by Parkmobile prior to termination. No compensation
shall be due to Parkmobile for any profits that Parkmobile expected to earn on the
balance of the Agreement. Such payments shall be the total extent of the City's liability
to Parkmobile upon a termination as provided for in this section.
In addition to compensation for services performed, Parkmobile shall be entitled to
reimbursement for initial unamortized implementation costs incurred on behalf of
City for signage and marketing as outlined in Exhibit 3 (the "Reimbursement"). The
Reimbursement shall be calculated as follows:
4
f
Reimbursement = $25,000 divided by sixty (60) months x the number of months
remaining during the Initial Term of this Agreement.
4. TERMINATION FOR CAUSE BY PARKMOBILE
Parkmobile may terminate its performance under this Agreement only if the City
defaults and fails to cure the default after receiving written notice of it. Default by the
City occurs if the City fails to perform one or more of its material duties under this
Agreement. If a default occurs and Parkmobile wishes to terminate the Agreement, then
Parkmobile must deliver a written notice to the City describing the default and the
proposed termination date. The date must be at least thirty (30) days after the City
receives notice. Parkmobile, at its sole option, may extend the proposed termination
date to a later date. If the City cures the default before the proposed termination date,
then the proposed termination is ineffective. If the City does not cure the default before
the proposed termination date, then Parkmobile may terminate its performance under
this Agreement on the termination date.
5. TERMINATION FOR CAUSE
Either party may terminate this Agreement and the rights granted herein if the
other party breaches any of the provisions of this Agreement and (i) fails to remedy
such breach within forty-five (45) days after receiving written notice thereof, or
(ii) provided the breach does not relate to a monetary obligation, fails to (A) commence
a good faith action to remedy such breach within five (5) days after receiving written
notice thereof, and (B) diligently pursue such action to conclusion.
a. Should either party (i) make a general assignment for the benefit of
creditors; (ii) institute liquidation proceedings or proceedings to be adjudicated as
voluntarily bankrupt; (iii) consent to the filing of a petition of bankruptcy against it; (iv) be
adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek
reorganization under any bankruptcy act; (vi) consent to the filing of a petition seeking
such reorganization; or (vii) have a decree entered against it by a court of competent
jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an
insolvency covering all or substantially all of such party's property or providing for the
liquidation or dissolution of such party's property or business affairs; then, in any such
event, the other party, at its option and without prior notice, may terminate this
Agreement effective immediately.
6. EFFECT OF TERMINATION
a. Upon termination or expiration of this Agreement, (i) the City shall pay to
Parkmobile any portion of the Fees then accrued and properly payable under this
Agreement; (ii) City shall promptly return to Parkmobile all materials in its possession
provided by Parkmobile or otherwise created or produced by Parkmobile in connection
5
with the performance of the Services hereunder; and (iii) City shall discontinue all use of
the Technology and intellectual property of Parkmobile and PMG.
b. Notwithstanding the exercise by any party of its rights under this Article 3,
no termination of this Agreement shall relieve either party of its liability for the payment
or performance of any obligation accrued prior to the Termination Date (including any
indemnification obligation arising hereunder, whether or not notice of such
indemnification claim has been given before such termination, or of any rights or
obligations under any other provisions, which, by their meaning or content, are intended
to survive the termination hereof).
ARTICLE 4
ADDITIONAL COVENANTS OF THE PARTIES
1. Confidentiality. Parkmobile agrees to defend and indemnify City for all
direct losses, costs and damages resulting from a determination that the Services as
supplied to the City infringe any United States patent rights, copyrights or trademarks
provided that: City promptly notifies Parkmobile in writing upon City becoming aware of
the existence of any such suit, action, proceeding or threat; allows Parkmobile sole
control of the defense and/or settlement thereof; provides such reasonable cooperation
as Parkmobile may require; and, makes no admissions or other statements which may
be prejudicial to Parkmobile. In.no event shall City consent to any judgment or
decree or do any other act in compromise of any such claim without Parkmobile's
express prior written consent. In no event will Parkmobile be liable for the payment of
any amount agreed to in settlement without its express consent.
2. In the event that the City is enjoined from its use of the Services due to a
proceeding based upon the infringement of patent, copyright or trademark in the United
States, Parkmobile shall, at its option, either:
(a) promptly render the Product non-infringing and capable of providing
services as intended; or
(b) procure for City and its customers the right to continue using the Product;
or
(c) replace the Product with non-infringing goods; or
(d) remove the Product and refund any expense of the City.
3. Parkmobile shall have no liability in respect of any claim based upon:
(a) use, operation or combination of the Product with software, hardware,
data, or equipment not supplied by Parkmobile if such infringement would
have been avoided but for such use, operation or combination; or
(b) use of the Products other than in accordance with Parkmobile's
specifications if such infringement would have been avoided but for use of
the Products not in accordance with Parkmobile specifications; or
(c) Products that have been modified by any party other than DPT if such
infringement would have been avoided but for such modification.
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4. ENTIRE LIABILITY. THE FOREGOING CONSTITUTES THE ENTIRE
LIABILITY OF PARKMOBILE WITH RESPECT TO INFRINGEMENT OF PATENTS,
COPYRIGHTS, TRADE SECRETS AND OTHER INTELLECTUAL OR INDUSTRIAL
PROPERTY RIGHTS BY PRODUCTS, SERVICES AND RELATED MATERIALS
PURCHASED OR LICENSED PURSUANT TO THIS AGREEMENT.
5. TRADEMARKS; PROMOTIONAL MATERIALS
Parkmobile hereby grants the City a non-transferable, non-sublicensable,
non-exclusive license to use the Trademarks, without modification unless
approved by Parkmobile solely in connection with the City's marketing and use of
the Products in the City facilities.
6. Information. Subject to Section 4.1 and any Applicable Laws and
privileges, each party covenants and shall provide the other party with all information
regarding itself and the transactions under this Agreement that the other party
reasonably believes is required to comply with all Applicable Law and to satisfy the
requesting party's obligations hereunder. Any information owned by one party that is
provided to any other party pursuant to this Agreement shall remain the property of the
providing party. Unless specifically set forth herein, nothing contained in this
Agreement shall be construed as granting or conferring rights of license or otherwise in
any such information.
7. Records. Each party shall maintain and retain records related to the
provision of the Services under this Agreement consistent with such party's historical
policies regarding retention of records, and in accordance with Florida Public Records
Law, as same may be amended from time to time. As needed from time to time during
the period in which Services are provided, and upon termination of the provision of any
Service, unless otherwise prohibited by applicable Law, the parties shall provide each
other with records related to the provision of the Services under this Agreement to the
extent that (a) such records exist in the ordinary course of business, and (b) such
records are reasonably necessary for the requesting party to comply with its obligations
under this Agreement or applicable Law.
8. Status Meetings. On periodic basis, but not less than quarterly, an
appropriate representative of each party shall conduct a joint meeting to discuss the
status of the Services, as well as to answer questions, gather information and resolve
disputes that may occur from time to time. It is the expectation of the parties that the
representatives of the parties shall communicate directly with one another and work
directly with one another to ensure that all Services provided hereunder are completed
on a timely and complete basis. All meetings pursuant to this Section 8 may be face to
face, video or telephonic meetings as may be agreed upon by the parties. Each party
shall bear its own costs of attending or participating in such meetings.
7
ARTICLE 5
REPRESENTATIONS; WARRANTIES; INDEMNIFICATION; AND INSURANCE
INDEMNIFICATION
1. Indemnification. Parkmobile hereby agrees to indemnify and hold
harmless the City, its officers, agents, and employees, from and against any and
all liability, claims, damages, demands, expenses, fees, fines, penalties, suits,
proceedings, actions, and costs of actions, including attorneys' fees for trial and on
appeal (and for the preparation of same), arising out of Parkmobile, its officers', agents',
and employees' acts, or omissions associated with the Agreement. Notwithstanding the
preceding, nothing herein shall be deemed to require Parkmobile to indemnify.or hold
harmless the City for any acts or omissions resulting from the gross negligence or willful
misconduct of the City's officers, agents or employees.
Notwithstanding the preceding provisions of this Section 1.a., such indemnity clause
shall not render Parkmobile liable to the City for claims of the City for loss of revenue or
for claims of the City for indirect, incidental or consequential damages arising out of or
related to the City's use of services and materials supplied by Parkmobile. This
Indemnification
shall survive termination of this Agreement.
2. Insurance. Parkmobile, at its own expense, shall keep in force and at all
times maintain during the Term of this Agreement:
(a) Commercial General Liability Insurance:
Commercial General Liability Insurance, issued by responsible insurance
companies and in a form acceptable to the City's Risk Manager, protecting and
insuring against all the foregoing with coverage limits of not less than One Million
Dollars ($1,000,000) per occurrence for Bodily Injury and Property Damage.
(b) Workers' Compensation Coverage:
Full and complete Workers' Compensation Coverage, as required by State of
Florida law, shall be provided, if any work is to be performed by Parkmobile at
the City's site(s) of business.
(c) Insurance Certificates:
Parkmobile shall provide the City with Certificate(s) of Insurance on all the
policies of insurance and renewals thereof, in a form(s) acceptable to the City's
Risk Manager. Said Commercial General Liability policy shall provide that the
City of Miami Beach, Florida, shall be named as an additional insured. The City
shall be notified in writing of any reduction, cancellation or substantial change of
policy or policies at least thirty (30) calendar days prior to the effective date of
said action. All insurance policies shall be issued by responsible companies who
8
are acceptable to the City and licensed and authorized to do business under the
laws of the State of Florida.
3. Representations and Warranties. Each of Parkmobile and the City
hereby represents, warrants and covenants to the other party hereto as follows:
(a) It is duly organized and validly existing under the laws of the state
of its incorporation and has full power and authority to carry on its business as it is now
being conducted and to own and operate its properties and assets;
(b) The execution, delivery and performance of this Agreement by such
party has been duly authorized by all requisite corporate or limited liability company
action, as applicable;
(c) It has the power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; and
(d) The execution, delivery and performance by it of this Agreement
and its compliance with the terms and provisions hereof do not and will not conflict with
or result in a breach of any of the terms or provisions of or constitute a default under the
provisions of its charter documents or bylaws, or any order, writ, injunction or decree of
any court or governmental authority entered against it or by which any of its property is
bound.
4. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS"
AND WITH ALL FAULTS RELATED TO ANY THIRD PARTY HARDWARE OR
EQUIPMENT AS MAY BE REQUIRED FOR USE OF THE PARKMOBILE SERVICE.
PARKMOBILE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR
GUARANTEES, EXPRESS OR IMPLIED, DIRECTLY OR INDIRECTLY, INCLUDNG
WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO, ARISING
OUT OF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN
CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH
PARTY OR THE RESULTS OBTAINED THEREBY.
5. Limitation of Liability. THE AGGREGATE LIABILITY OF PARKMOBILE
AND PMG FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY
CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) UNDER THIS
AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL
AMOUNT PAID FOR THE SERVICES PURCHASED HEREUNDER. EACH PARTY
HERETO AGREES THAT EACH OTHER PARTY SHALL NOT BE LIABLE TO SUCH
PARTY OR ANYONE ACTING THROUGH SUCH PARTY UNDER ANY LEGAL
THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, STRICT
LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY) FOR INCIDENTAL,
CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT
OF OR RELATING TO THIS AGREEMENT.
9
ARTICLE 6
MISCELLANEOUS
1. Force Majeure. Except with respect to the payment of money, neither
party shall be liable for any failure or delay in its performance under this Agreement due
to causes, including, but not limited to, acts of civil or military authority, fires, epidemics,
floods, earthquakes, riots, wars, sabotage, labor shortages or disputes, and
governmental actions, which are beyond its reasonable control; provided that the
delayed party: (i) gives the other party written notice of such cause and (ii) uses its
reasonable efforts to correct such failure or delay in its performance. The delayed
party's time for performance or cure under Article 6, Section 1 shall be extended for a
period equal to the duration of the cause.
2. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been duly
given when delivered (a) in person; (b) by any national overnight courier or other service
providing evidence of delivery, or by registered or certified mail (postage prepaid, return
receipt requested); or (c) by facsimile with a copy delivered the next business day by
any overnight courier or other service providing evidence of delivery, to the respective
parties at the following addresses:
To: Parkmobile USA, Inc.
3200 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Attention: Cherie Fuzzell
Telephone: (404) 818 - 9036
Facsimile: (770) 818 — 9039
Email: cheriefuzzell(cDParkmobileglobal.com
To City: City of Miami Beach
Attention: Jimmy L. Morales, City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to:
City of Miami Beach Parking Department
Attention: Saul Frances, Parking Director
1755 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
10
r
3. Independent Contractors. The parties to this Agreement are
independent contractors. Neither party nor their respective employees, consultants,
contractors or agents are agents, employees or joint ventures of the other, nor do they
have any authority to bind the other by contract or otherwise to any obligation. Neither
party will represent to the contrary, either expressly, implicitly, by appearance or
otherwise.
4. Assignment. Neither Parkmobile, on one hand, nor the City, on the
other hand, may assign this Agreement in whole or in part without the prior written
consent of the otherwhich consent shall not be unreasonably withheld.
. 5. Successors in Interest. Subject to Article 3, Section 5, the rights and
liabilities of the parties hereto will bind and inure to the benefit of their respective
successors, executors and administrators, as the case may be.
6. Applicable Law. This Agreement shall be governed by the laws of the
State of Florida. Any and all legal action necessary to enforce the Agreement will be held
in Miami-Dade County, Florida. By entering into this Agreement, Parkmobile, PMG and
City hereby expressly waive any rights either party may have to a trial by jury of any civil
litigation related to this agreement.
7. Severability.If for any reason a court of competent jurisdiction finds any
provision of this Agreement, or portion thereof, to be unenforceable, that provision of the
Agreement shall be enforced to the maximum extent permissible so as to affect the
intent of the parties, and the remainder of this Agreement shall continue in full force
and effect.
8. No Waiver. Failure by either party to enforce any provision of this
Agreement shall not be deemed a waiver of future enforcement of that or any other
provision.
9. Complete Agreement. This Agreement, including all Exhibits, the
Request for Proposal (RFP) No. 177-2013 issued by the City and the response by
Parkmobile to RFP No. 177-2013 dated July 15, 2013, constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understandings or agreements, written or oral,
regarding such subject matter. No amendment to or modification of this Agreement shall
be binding unless in writing and signed by a duly authorized representative of both
parties.
10. Third Party Beneficiaries. No third party beneficiary rights are
conferred or are intended to be conferred by this Agreement.
11
11. Survival. Parkmobile and City shall remain obligated to each other
under all sections of this Agreement that expressly or by their nature extend beyond the
expiration or termination of this Agreement, including but not limited to, the
indemnification provisions.
12. Policy of Non-Discrimination. Parkmobile shall not discriminate against
any person in its operations, activities or delivery of services under this Agreement.
Parkmobile shall affirmatively comply with all applicable provisions of federal, state and
local equal employment laws and shall not engage in or commit any discriminatory
practice against any person based on race, age, religion, color, gender, sexual
orientation, national origin, marital status, physical or mental disability, political affiliation
or.any other factor which cannot be lawfully used as a basis for service delivery.
13. Audits and Inspection Rights
a) City may, at reasonable times, and for a period of up to three (3) years
following the date of final performance of Services by Parkmobile under this Agreement,
audit, or cause to be audited, those books and records of Parkmobile which are related
to Parkmobile's performance under this Agreement. Parkmobile agrees to maintain all
such books and records at its principal place of business for a period of three (3) years
after final payment is made under this Agreement.
b) City may, at reasonable times during the Term hereof, inspect
Parkmobile's facilities and perform such inspections, as City deems reasonably
necessary, to determine whether the services required to be provided by Parkmobile
under this Agreement conform to the terms of this Agreement. Parkmobile shall make
available to City all reasonable facilities and assistance to facilitate the performance of
inspections by City's representatives.
c) City will at all times honor and preserve the confidentiality of all non-public
information that it obtains or has access to in connection with its activities under this
Section 13, unless ordered to do so by court order.
IN WITNESS WHEREOF, the City of Miami Beach, at a regular meeting thereof, by action
of the City of Miami Beach Mayor and Commission directing the foregoing be adopted, has
caused these presents to be signed by the Mayor and City Clerk, and its seal to be
hereunto affixed, and Parkmobile USA, Inc. has executed this contract, all as of the day
and year first above written.
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CITY OF MIAMI BEACH
Attest: Date: ;
A L y:
� ` me:
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" = ff__►c��,,,��, : ova►ED: ,
Approved as to Form and g 5uffici cy:
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PARKMOBILE USA, INC.
Attest: Date:
f�Lf�On �-li By:
Corporate Secretary Signature
(Affirm Corporate Seal)
Name: C "'Aerie
Title: Chief Executive Officer
Acknowledged and agreed to solely for
purposes of Article 1 Section 7 of the Agreement: APPROVED AS TO
"PIVIG": FORNA& LANGUAGE
FOR EXECUTION
PARKMOBILE GROUP R.V.
By: 0Wjo.
Name: Cherie Fuzzell CW ome V`' Dot
Title: Authorized Signer
13
EXHIBIT 1
SERVICES
Parkmobile offers a service to City's parking customers ("End Users") that facilitates the
activation and payment of parking transactions using mobile technology ("Mobile
Parking"). For use of the Mobile Parking service, an End User Fee per transaction as
reflected in Exhibit 3 is charged.
Parkmobile accepts several electronic payment methods from customers:
a. Traditional credit card payments are accepted with Visa, MasterCard,
Discover, & AMEX ("Traditional Payments")
b. Emerging Payments ("Emerging Payments"). Emerging payments
represent the numerous alternative payment methods that have begun to
hit the marketplace today. Mostly, these innovations 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. Examples of emerging payments include PayPal,
Parkmobile's Stored Value Wallet, the Google Wallet, ACH, MasterCard's
globalVCard, the ISIS Wallet, and Visa's V.me.
End Users who are registered with Parkmobile can begin and, if applicable, end a
parking transaction in a variety of ways: visiting the website of Parkmobile -
www.parkmobile.com; calling an Intelligent Voice Response (IVR) 1-800 Number, using
Parkmobile's mobile application. End Users who are not registered with Parkmobile can
register through the Miami Beach mobile application for parking provided through
ParkMe, a third party mobile application provider. Parkmobile shall cooperate with
ParkMe, to develop and successfully implement an interface that will allow End Users to
register and purchase parking events through the Miami Beach Mobile Application
provided by ParkMe. The use of a third party and their equipment shall be at the sole
and absolute discretion of the City. In order to register and purchase a parking event,
End Users simply provide the required information to create an account including credit
card data and license plate number which is stored in a secure, PCI Level 1 compliant
environment. Thereafter, subsequent parking visits require the End User to select
either begin/end; specific duration; or value based parking events available for the
location.
The tariff code or parking fee of the parking zone is indicated on parking signs or on
parking meters. Enforcers of the City check the validity of parking status real time
through equipment provided by Park Trak, a third party provider of mobile and handheld
LPR (license Plate Recognition) systems. This is made available via a web service
offering, free of charge to the City, to determine if a valid parking right exists.
14
The supply of handheld terminals (or PDA's) for enforcement and GSM cards for
communication between the handheld terminals, and the database and back-office
systems are outside the scope of the Services. However, the City reserves its right to
use handheld terminals, PDA, and GSM cards for communication provided by a third
party, to check the validity of parking status real time. Parkmobile shall cooperate with
the third party provider authorized by the City to develop and successfully provide an
interface for each party's respective systems. The use of a third party and their
equipment shall be at the sole and absolute discretion of the City.
If applicable, end Users may receive parking alert services via SMS, 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 can use Mobile Parking anywhere the Parkmobile mobile payment service is
available.
All parking charges are automatically charged to the credit card of the End User. End
Users have real time access to an online account-based personal page accessible from
www.parkmobile.com to check and print their parking history, receipts, and statements.
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i
EXHIBIT 2
SERVICE LEVELS
1. Operation, Management and Maintenance of the System
(a) Parkmobile shall use its 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 City with at least
twenty-four (24) hours advance notice before the start of the work.
(b) Parkmobile makes a daily backup of data in the (local) database, which
data are retained for three (3) months.
2. Errors and Interruptions
(a) When an error or interruption occurs in the Services, 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 City and not
attributable to Parkmobile shall be charged at the hourly rate of$180.
(b) In the event that City and Parkmobile disagree about whether an error or
interruption has been resolved, 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 City shall not be entitled to a credit for the Software during the
downtime.
3. Security and Authorization
Parkmobile shall protect and authenticate a limited number of representatives
that shall have access to the system and confidential information. The parties shall
respect and utilize security access codes.
4. Reports
Parkmobile shall provide 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 City with monthly reports through an Internet or other
digital means regarding parking revenues.
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EXHIBIT 3
FEES
Parkmobile shall charge the End User an end user fee as outlined in the pricing
proposal presented below:
The Pricing Proposal
Pay-by-Cell Convenience Fee (per transaction) $ Customer
Pricing
Convenience Fee paid by Residents* No Fee
Convenience Fee paid by Non-Residents utilizing Parkmobile's Mobile Wallet $ 0.30
Convenience Fee paid by Non-Residents without utilizing Parkmobile's Mobile Wallet $ 0.35
Parkmobile will also split its Convenience Fee Revenue with City once
Annual Mobile Payment Revenues exceed Total Parking Collections (TPC) as follows:
Tier 1 - Once Annual Mobile Payment Revenues Exceed 50%of TPC, Client receives 10%
Tier 2 - Once Annual Mobile Payment Revenues Exceed 55%of TPC, Client receives 15%
Tier 3 - Once Annual Mobile Payment Revenues Exceed 60%of TPC, Client receives 20%
*Parkmobiie agrees to offer any Miami Beach-qualified resident no convenience fee for using our mobile payment service.
To qua Iify forth is concession,residents must have all three(3)of the following required documents:
1. VALID PHOTO ID
Issued by local state or federal agency(Driver's license, passport)
2. VALID VEHICLE REGISTRATION
Vehicle registration belonging to the person requesting the residential permit, if the registration is
under a different name, resident must provide proof of Insurance.
3. VALID PROOF OF RESIDENCY FOR YOUR ZONE
One(1)of the following monthly billfstatement with the resident's name and address that has
been mailed within the last 30 days.
Note: Internet/Electronic bills are not acceptable proof of domicile.
-Utility bill (FPL, phone,gas, cable)
-Cell phone bill
-Bank statement
-Credit card statement
-Vehicle insurance bill
-Mortgage statement
-Property tax statement(last one received)
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Recertifications to determine resident eligibility shall be performed on an annual basis.
Traditional Payment Credit Card Fees/Merchant Processing/Other Third Party Fees:
(select option)
❑ Parkmobile has been certified and can pass real time authorized debit/credit card
transactions to the City using one of Parkmobile's fully integrated processing
partners to fund all collections directly into City's account. Should City elect to
pursue an alternative Merchant Service Provider, Parkmobile shall pass real time
transactions via a gateway solution at an additional cost of $.05 per authorized
transaction. In either scenario, the City acts as the merchant of record (MOR) in
the arrangement, covering all credit card processing costs. Parkmobile invoices
the City monthly to seek reimbursement from the City for its End User Fee
assessed on each Mobile Parking transaction.
or
❑ Parkmobile can pass real time authorized debit/credit card transactions daily in
batch format to Parkmobile's preferred payment processor, subsequently funded
directly into a Parkmobile-controlled escrow account. In this scenario,
Parkmobile acts as the MOR in the arrangement and passes Net Parking
Revenues in accordance with Parkmobile's standard settlement procedures to
the City. As used herein, Net Parking Revenue shall mean parking revenue
generated by End Users less End User Fees charged by Parkmobile, merchant
processing and gateway fees, bank transfer and other third party fees.
Emerging Payments Fees
Parkmobile shall collect parking revenues for each Emerging Payment
transaction and pass the Emerging Parking Revenue to the City in accordance
with Parkmobile's standard settlement procedures. Transaction processing fees
for Emerging Payments only are $.15 plus 3% of the parking fee ("Transaction
Processing Fee") for each Emerging Payment. No other merchant processing or
gateway fee will be charged to an Emerging Payment transaction. As used
herein, Emerging Revenue shall mean parking revenue generated by End Users
less End User Fees charged by Parkmobile, Transaction Processing Fees and
other third party fees if applicable.
Other Terms and Conditions
Parkmobile's End User Fee does not cover any merchant processing or other
third party fees associated with the acceptance of Traditional Payments or
Emerging Payments.
Parkmobile reserves the right to pass through increases in third party transaction
processing and related fees.
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The use of mobile devices for enforcement as well as data plans are not part of
this agreement, except for rights reserved by the City, as referenced in Exhibit1
herein.
Cost for all standard signage, through the term of this Agreement, shall be borne
exclusively by Parkmobile. Custom signs shall be negotiated if applicable. City
will be responsible for all signage installation.
Cost of marketing, through the Term of this Agreement, shall be borne
exclusively by Parkmobile based on Parkmobile's standard marketing program.
Other development activities and additional services (listed below) for a fee at
the request of and after written approval by City as described below.
Additional Services:
1. Non-Integrated Gateway Service
2. Additional Marketing/Advertising
3. Customized Reporting
4. Custom Integration to third parties after initial integration with City
authorized third parties
5. Citation/Enforcement support
6. Additional Training
7. Event Override Solution
8. Self-Administration Service
Value-Added System Enhancements
Parkmobile shall provide Value-Added Enhancements to the City in accordance with the
Scope of Services specified below and shall charge fees for these services as outlined
in the following pricing structure:
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_PRICING FOR MIAMI BEACH
--_---- ---------------.-- - ----------VALUE-ADDED ENHANCEMENTS - -
ELECTRONIC VALIDATION PROGRAM
Fees COMMENTS/CLARIFICATIONS
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Parkmobile Hostin &Administration $100/month assessed to Miami Beach,covering all merchants/Houses of Worship participating in the program
$.70 per
;Parkmobile 24/7 Customer Support minute Parkmobile shall bill Miami Beach onlyfor su ort calls associated with the Electronic Validation Program.
Commercial Merchants'
assessed each merchant participating in program;10%discount off monthly minimum for 1-year or longer contracts;no
i.e.Hotels/Restaurants/Retail) $80/month cost to Miami Beach
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assessed each merchant participating in program;101%discount off monthly minimum for 1-year or longer contracts;no
;Houses of Worshi 1 $65/month cost to Miami Beach
Monthly minimum required to participate in program and covers redemption of 300 monthly validations;thereafter$.25 per validation redeemed assessed to merchant
z Monthly minimum required to participate in program and covers redemption of 325 monthly validations;thereafter$.20 per validation redeemed assessed to merchant
DIGITAL PERMIT MANAGEMENT PROGRAM
I Fees
!Security&Su ort Fees Included
I Hosting Fee Included
Maintenance Fee Included
$.70 per
Parkmobile 247 Customer Support minute I Parkmobile shall bill Miami Beach onl or support calls associated with the Resident Visitor Pass Program.
;Initial Set Up $ 1,250 one-time payment due from Miami Beach;additional scope/specs attached in separate document
Permit Fee(per permit) Monthly Pricing
IThreshold Pricin• Thresholds
I 1st 500 $1.00 per
permits permit to offset the variable cost of the monthly permit fee absorbed by the City of Miami Beach,a fixed resident-
per paid online service fee can be passed along to the residents purchasing the visitor ass(es).
Next 10,000 $30 per
' permits
permit
per 30%discountfor any permits issued in excess of500 per month
Next 2,500 $.80 per
permits permit
per 20%discount for any permits issued in excess of 10,500 per month
$.75 per
Remaining
permit
Permits
I per 25%discount for any permits issued in excess of 13,000 per month
!•The Permit Transaction Fee shall be a minimum monthly fee of$500,representing 500 permit transaction fees at$1/permit paid directly by residents for their visitors.
Any permits issued above 500 on a monthly basis shall be assessed a fee according to the threshold matrix.
!Should monthly permit transaction fees fall short of this minimum balance,Client agrees to reimburse Parkmobile the shortfall.
Parkmobile's Permit Fee does not cover any physical hang tag fulfillment,merchant processing,gateway or other third party fees associated with the acceptance
',of Permit Payments.Parkmobile reserves the right to increase Permit Fees and additional service fees upon sixty(60)days written notice to Client.Parkmobile
also reserves the right to pass through increases in third party transaction processing and related fees,if applicable,upon sixty(60)days written notice to Client.-
FUTURE GATED PARKING OPTIONS
OPTION A: DESCRIPTIONS
User Workflow Option in Concept Customer utilizes Parkmobile's a to generate a QR Code on their smart hone an"eticket",similar to an airport boarding pass).
Customer scans the QR Code generated at entrance&exit of facility.PARC's system applies the correct parking rates,calculates the
' customer's fee due on exit,&customer's Parkmobile account satisfies the payment balance.
i �
,Equipment Dependencies Parking Equipment must be integrated with Parkmobile's hosted solution and must include bar/QR code scanners at the entrance
&exit of any lane where the Parkmobile service is made available
I
!Parkmobile Integration Cost $5,000
Parkmobile Convenience Fee Non-resident customer pays$.50/trx;qualifying resident will not be assessed a convenience fee
OPTION B: DESCRIPTIONS
User Workflow Option in Concept Customer utilizes Parkmobile's app to scan a bar/QR code generated on the parking ticket pulled from the facility's tickets itter.
Customer uses the in-app scanner built within Parkmobile's app to scan the parking ticket once he/she has entered the facility.
Upon scanning the ticket,Parkmobile notifies the PARC's system that customer will be making the final payment due
(upon conclusion of parking)with his/her Parkmobile account.When leaving facility,customer feeds ticket into the Exit Pa
in Lane Machine.PARC's system identifies the ticket,applies the correct parking rates,calculates the customer's fee due on
exit,&customer's Parkmobile account satisfies the payment balance.
Equipment De endencies Parking Equipment must be integrated with Parkmobile's hosted solution.All tickets from tickets itters in any lanes where
the Parkmobile service is made available must include bar/QR codes on the physical tickets produced by the ticket spitters.
Parkmobile Integration Cost $5,000
Parkmobile Convenience Fee Non-resident customer pays$.50/trx;qualifying resident will not be assessed a convenience fee
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