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HomeMy WebLinkAboutParkMobile - 031824 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement This ParkMobile Service Agreement("Agreement") is made by and between Parkmobile, LLC, a Delaware limited liability company, with offices at 1100 Spring St. NW, Ste 200, Atlanta, GA 30309 ("ParkMobile") and Jefferson County Parks and Recreation, a Washington political subdivision, with offices at 623 Sheridan Street, Port Townsend, WA 98368 ("Client"). This Agreement will become effective as of the last signature date below(the"Effective Date"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree as follows: PARTY CONTACTS Client ParkMobile Legal Name: Jefferson County Parks and Legal Name: Parkmobile, LLC Recreation Contact: Sales Rep: Kat Franchuk Email: Email: Kat.Franchuk@parkmobile.io Phone: Phone: 470-427-0003 Address: Address: Jefferson County Parks and Recreation Parkmobile, LLC 623 Sheridan Street 1100 Spring St. NW Port Townsend, WA 98368 Ste 200 Atlanta, GA 30309 For legal notices: with a copy to ParkMobile's Legal Department at the above address and to legal-notices a,parkmobile,io. SERVICE TERMS Services ParkMobile will provide Client with the Services related to the following types of parking transactions: On-Demand Initial Term 5 years beginning on the Effective Date Renewal This Agreement will automatically renew for additional successive one(1)year terms unless earlier terminated pursuant to this Agreement's express provisions or either party provides written notice of non-renewal at least sixty(60)days before the end of the then-current term (each a"Renewal Term"and, collectively, together with the Initial Term, the"Term"). Termination Either party may terminate this Agreement effective immediately on written notice to the other party, if the breaching party materially breaches this Agreement, and such breach: (i) is incapable of cure; or(ii)being capable of cure, remains uncured thirty(30)days after the non- breaching party provides the breaching party with written notice of such breach. Either party, in its sole discretion, may terminate this Agreement at any time without cause by providing at least sixty (60)days' prior written notice to the other party. Merchant of Record The parties designate ParkMobile as the merchant of record. Client agrees to pay ParkMobile $0.20+3%of the total transaction amount per transaction for this service. ParkMobile will remit any amounts due Client in arrears to Client on the 15th of the following month. PSA-LF Page 1 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E • ParkMobile ParkMobile Service Agreement Parking Locations The Services will be provided to Client in the following locations/geographical territory. All Client locations Signage Client will receive one free welcome kit that includes the aluminum signs and/or decal stickers necessary to complete implementation (installation not included). All signage included in the welcome kit is designed using ParkMobile's standard signage templates. Custom signage may be made available to Client for purchase at ParkMobile's current signage rates. Any requested changes to ParkMobile's standard signage templates will be treated as custom signage. Additional and/or replacement signage may be purchased by Client at ParkMobile's then- current signage rates. Installation and maintenance of all signage is Client's sole responsibility. Governing Law State of Georgia Schedules This Agreement incorporates the following Schedules: Schedule 1: Client General Terms and Conditions; Schedule 2: Services; Schedule 3: Client Electronic Funds Authorization Form IMPLEMENTATION FEES Description Units Rate Price Implementation Fee 0 $1,000.00 $0.00 Custom Development 0 $165.00/hr $0.00 Total Implementation Fees: $0.00 ADDITIONAL FEES Call Center& Customer Support WAIVED Client Support&Maintenance WAIVED Hosting WAIVED Enforcement Portal WAIVED Reporting Portal WAIVED Marketing &Advertising WAIVED • USER FEES On-Demand User Fee $2.00 per transaction REVENUE SHARE For each transaction under this Agreement in which ParkMobile receives an On-Demand User Fee, ParkMobile shall provide 50%of the On-Demand User Fee to Client. This applies at the current rate of$2.00 and in the event of any rate increases. PSA.LF Page 2 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement The parties have executed this Agreement as of the Effective Date. JEFFERSON COUNTY PARKS AND RECREATION PARKMOBILE, LLC —DoocuSignt rtt ed by: By: By: ai s db FSE7Dacs Name: Kate Dean Name: Justin Clifford Title: Chair.Jefferson County Board of Commissioners Title: Head of FP&A and Finance US Date: 3If /ZY Date: 3/10/2024 Approved as to form.only L + � March 5, 2024 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney PSA-LF Page 3 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E 0 ParkMobile ParkMobile Service Agreement SCHEDULE 1: CLIENT GENERAL TERMS&CONDITIONS 1. SERVICES Clients internal business purposes in connection with its 1.1 General. Duringthe term, ParkMobile will use of the Services. provide the Services to Client in accordance with the terms and 2.3 Use Restrictions. Client will not, directly or indirectly, and conditions of this Agreement. will not permit any third party to,access or use the Platform 1.2 Launch Date. The parties will mutually agree upon the except as expressly permitted by this Agreement. For launch date for the Services. purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement 1.3 ParkMobile Application. On and after the launch date, expressly permits; (a) copy, modify, or create derivative Clients Parking Locations, along with associated Parking works of the Platform or Documentation,in whole or in part; Information, will be made available to the general public (b) rent, lease, copy, lend, sell, sublicense, assign, through the ParkMobile Application. distribute,publish,transfer,or otherwise make available the Platform or Documentation to any person or entity; (c) 1.4 Parking Management Services. Subject to the license reverse engineer,disassemble, decompile, decode,adapt, granted in Section 2, Client will be provided access to the or otherwise attempt to derive or gain access to any Platform to manage Client's Parking Locations and software component of the Platform,in whole or in part; (d) associated Parking Information. bypass or breach any security device or protection used by 1.5 Parking Locations. The parties agree that ParkMobile the Platform or access or use the Platform other than by an Authorized User through the use of his or her own then valid does not own, operate, manage, or maintain any Parking Location. Client agrees that ParkMobile is not responsible Access Credentials; (e) remove any proprietary notices for the condition or operation of any Parking Location, from the Platform or Documentation; (f)use the Platform or including, but not limited to, the operation of third-party Documentation in any manner or for any purpose that hardware and/or software-based solutions used by Client at infringes, misappropriates, or otherwise violates any IP the Parking Location or for the delivery and/or fulfillment of Right or other right of any person, or that violates any parking or other services at the Parking Location. applicable law; (g) upload invalid data, malware, or other software agents through the Platform; or (h) use the 1.6 Publicity of Services. Each party will use commercially Platform for any purpose beyond the scope of the access reasonable efforts to market the Services throughout the granted in this Agreement. Term. All brochures and promotional material to be distributed by Client will be in a form mutually agreed upon 2.4 Reservation of Rights. Nothing in this Agreement grants by the parties, which will not be unreasonably withheld or any right, title, or interest in or to (including any license delayed. under)any IP Rights in or relating to,the Services,whether expressly, by implication, estoppel, or otherwise. All right, 1.7 Exclusivity. Throughout the term, the parties agree that title,and interest in and to the Services are and will remain ParkMobile will be the exclusive provider of electronic with ParkMobile. payment parking services for Client. 2.5 Changes. ParkMobile reserves the right, in its sole 1.8 PCI DSS. ParkMobile has obtained, and will continue to discretion, to make any changes to the Services that it maintain throughout the term, Payment Card Industry — deems necessary or useful to: (a) maintain or enhance: (i) Data Security Standard(PCI DSS)certification. the quality or delivery of ParkMobile's services to its 1.9 Online Client General Terms& Conditions. The parties customers; (ii) the competitive strength of or market for agree that this Agreement supersedes the Client General ParkMobile's services;or(iii)the Services'cost efficiency or Terms and Conditions that is publicly available at performance;or(b)to comply with applicable law. https:llparkmobile.io/client-terms with respect to the 2.6 Suspension or Termination of Services.Notwithstanding Services provided under this Agreement. anything to the contrary in this Agreement, ParkMobile may 2. ACCESS&USE OF PLATFORM suspend, terminate, or otherwise Client's, any Authorized User's, or any other person's access to or use of all or any 2.1 Provision of Access. Subject to and conditioned on part of the Services, without incurring any resulting Client's and its Authorized Users'compliance with the terms obligation or liability,if:(a) ParkMobile receives a judicial or and conditions of this Agreement, all applicable laws and other governmental demand or order, subpoena, or law regulations, and Client's payment of fees, ParkMobile enforcement request that expressly or by reasonable grants Client a non-exclusive, non-transferable right to implication requires ParkMobile to do so;or(b)ParkMobile access and use the Platform during the Term. Such use is believes, in its good faith and sole discretion, that(i)Client limited to Client's internal use. ParkMobile will provide or any Authorized User has failed to comply with any Client the Access Credentials within a reasonable time material term of this Agreement, or accessed or used the following the Effective Date. Services beyond the scope of the rights granted or for a 2.2 Documentation License. ParkMobile hereby grants to purpose not authorized under this Agreement; (ii)Client or any Authorized User is,has been,or is likely to be using the Client a non-exclusive,non-sublicensable,non-transferable Services for fraudulent, misleading, or unlawful activities; license to use the Documentation during the Term solely for (iii) there is a threat or attack on any of the Services; (iv) PSA-LF Page 4 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement Client's or any Authorized User's use of the Services 4.3 End-User Support. ParkMobile will provide customer disrupts or poses a security risk to ParkMobile or to any support for ParkMobile Users 24 hours a day, seven days other client, end user, vendor or partner of ParkMobile; or a week, 365 days a year. There are multiple methods that (v) this Agreement expires or is terminated. This Section ParkMobile Users can access customer support, such as: does not limit any of ParkMobile's other rights or remedies, ParkMobile's online ticketing system, in-app chat feature, whether at law,in equity,or under this Agreement. and toll-free phone number. 3. CLIENT RESPONSIBILITIES 5. CONFIDENTIAL INFORMATION 3.1 Use of Platform Account. Client is responsible and liable 5.1 General. Neither party will disclose the other party's for all uses of the Platform resulting from access provided Confidential Information except to its employees, affiliates, by Client,directly or indirectly,whether such access or use agents, or professional advisors ("Representatives") who is permitted by or in violation of this Agreement.Client must need to know it and who have a legal obligation to keep it notify ParkMobile immediately of any breach of security or confidential. The receiving party will use the disclosing unauthorized use of Client's account. party's Confidential Information only to exercise rights and fulfill obligations under this Agreement. The receiving party 3.2 Parking Information. Client is responsible for setting all will ensure that its Representatives are also subject to the rates, zones, and other required information regarding its same non-disclosure and use obligations. The receiving Parking Locations offered through the ParkMobile party may disclose the other party's Confidential Application and for keeping such information up to date Information when required by law after giving reasonable within the Platform. notice to the disclosing party, if permitted by law. 3.3 Effect of Client Failure or Delay. ParkMobile is not 5.2 Personal Data. In the event a party discloses Personal responsible or liable for any delay or failure of performance Data to the other party,the receiving party will have the right caused in whole or in part by Client's delay in performing, to use the Personal Data only as required and necessary to or failure to perform, any of its obligations under this perform its obligations under this Agreement. Agreement. 4. SERVICE AND SUPPORT 6. INTELLECTUAL PROPERTY OWNERSHIP 4.1 Scheduled Maintenance. ParkMobile will use 6.1 Client Data. Client Data remains the sole and exclusive commercially reasonable efforts to schedule downtime for property of Client. Client grants ParkMobile a perpetual, routine maintenance of the Services between the hours of irrevocable, royalty-free license to use Client Data in 12:00 a.m. and 4:00 a.m., Eastern Time; however, connection with the Services. ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile 6.2 Client Brand Features. Client grants to ParkMobile a anticipates that it will need to perform maintenance nonexclusive, nonsublicensable, nontransferable, royalty activities that are likely to be disruptive to the use of the free license during the term to display Client's Brand Services outside of the scheduled maintenance window, Features in connection with providing and/or marketing the ParkMobile will use commercially reasonable efforts to give Services. ParkMobile will not make any use of Client's Client at least 24 hours prior notice. Notwithstanding the Brand Features in a manner that dilutes,tarnishes or blurs foregoing, ParkMobile reserves the right to perform any the value of such Brand Features. required emergency maintenance work outside of the scheduled maintenance window.To the extent practicable, 6.3 ParkMobile IP. Client acknowledges that, as between ParkMobile will use commercially reasonable efforts to Client and ParkMobile, ParkMobile owns all right,title,and notify Client before commencing any emergency interest, including all IP Rights, in and to the Services, maintenance outside of the scheduled maintenance including but not limited to the ParkMobile Application and window and will use commercially reasonable efforts to limit the Platform. or avoid impact to use of the Services. 6.4 ParkMobile Brand Features. ParkMobile grants to Client 4.2 Client Support. ParkMobile will use commercially a nonexclusive, nonsublicensable, nontransferable, royalty reasonable efforts to assist Client with any technical free license during the term to display ParkMobile's Brand support that Client may reasonably require in using the Features in connection with the Services, subject to Services. ParkMobile will provide technical support for rate ParkMobile's Brand Guidelines available at and configuration changes to Client Monday — Friday hops.//parkmobile.io/companyparkmob le media- (excluding holidays) between the hours of 8:00 a.m. and assets/logos/. Client will not make any use of ParkMobile's 6:00 p.m. (ET). For issues relating to On-Demand Parking Brand Features in a manner that dilutes,tarnishes or blurs Services, Client may submit a support request via email to the value of such Brand Features. support@parkmobile,io. For issues relating to Reservation 6.5 ParkMobile User Data. ParkMobile User Data remains the Parking Services, Client may submit a support request via sole and exclusive property of ParkMobile.ParkMobile may email to prs@parkn obile.io. ParkMobile will provide Client sublicense certain ParkMobile User Data to Client upon with emergency technical support 24 hours a day, seven Client's execution of ParkMobile's Data Protection days a week, 365 days a year. In the event of an Agreement. Client will not, directly or indirectly: (i) sell or emergency involving technical and/or system availability resell ParkMobile User Data in any capacity or form; (ii) issues,Client may contact the on-call engineer via email to create any derivative work using ParkMobile User Data; or applicationsupportto parkmobile,io. (iii) use ParkMobile User Data for purposes other than PSA-LF Page 5 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E QParkMobile ParkMobile Service Agreement those specifically allowed in this Agreement. connection with the Services. Client acknowledges and Notwithstanding the foregoing, the parties acknowledge agrees that receipt of payment from ParkMobile Users in and agree that ParkMobile will not sublicense or provide connection with the Services by ParkMobile shall be any PCI Data to Client. deemed the same as receipt by Client itself. 6.6 Resultant Data. Resultant Data remains the sole and 8. REPRESENTATIONS AND WARRANTIES exclusive property of ParkMobile. ParkMobile grants Client 8.1 Mutual. Each party represents,warrants and covenants to a revocable, royalty-free, non-exclusive, non-assignable, the other party that: (a)it is duly organized,validly existing, non transferable license to applicable Resultant Data for and in good standing as a corporation or other legal entity the duration of the term only for Client's internal use in connection with the Services. under the laws of the jurisdiction of its incorporation or other organization; (b)it has the full right,power,and authority to 6.7 Reservation of Rights. ParkMobile reserves all rights not enter into and perform its obligations and grant the rights, expressly granted to Client in this Agreement. Except for licenses, consents, and authorizations it grants or is the limited rights and licenses expressly granted under this required to grant under this Agreement; (c) the Agreement, nothing in this Agreement grants, by representative that is executing this Agreement has been implication,waiver, estoppel, or otherwise,to Client or any duly authorized by all necessary corporate or organizational third party any IP Rights or other right,title,or interest in or action of such party; and(d)when executed and delivered to the ParkMobile Application and/or the Platform. by both parties, this Agreement will constitute the legal, 7. FEES AND PAYMENT valid, and binding obligation of such party, enforceable against such party in accordance with its terms. 7.1 Fees. Client shall pay ParkMobile the fees set forth in the 8.2 ParkMobile. ParkMobile represents, warrants, and Agreement that incorporates these Client General Terms& covenants to Client that ParkMobile will perform the Conditions("Fees") in accordance with this Section 7. Services using personnel of required skill,experience, and 7.2 Payment Terms.The parties designate ParkMobile as the qualifications and in a professional and workmanlike merchant of record. Client agrees to pay ParkMobile$0.20 manner in accordance with generally recognized industry +3%of the total transaction amount per transaction for this standards for similar services and will devote adequate service. On or before the 15th day of each month, resources to meet its obligations under this Agreement. ParkMobile will disburse to Client all parking fees 8.3 Disclaimers. EXCEPT FOR THE EXPRESS ParkMobile received during the preceding month from WARRANTIES SET FORTH IN SECTION 8.1 AND ParkMobile Users on behalf of Client as a direct result of SECTION 8.2, ALL SERVICES ARE PROVIDED "AS IS." this Agreement, less any amounts owed to ParkMobile. PARKMOBILE SPECIFICALLY DISCLAIMS ALL IMPLIED 7.3 Taxes.All fees and other amounts payable by Client under WARRANTIES OF MERCHANTABILITY,FITNESS FOR A this Agreement are exclusive of taxes and similar PARTICULAR PURPOSE, TITLE, AND NON- assessments. Without limiting the foregoing, Client is INFRINGEMENT, AND ALL WARRANTIES ARISING responsible for all sales, use, and excise taxes, and any FROM COURSE OF DEALING, USAGE, OR TRADE other similar taxes,duties,and charges of any kind imposed PRACTICE. WITHOUT LIMITING THE FOREGOING, by any federal, state, or local governmental or regulatory PARKMOBILE DOES NOT WARRANT THAT THE authority on any amounts payable by Client hereunder, SERVICES OR ANY PRODUCTS OR RESULTS OF THE other than any taxes imposed on ParkMobile's income. USE THEREOF WILL BE UNINTERRUPTED OR ERROR- FREE. PARKMOBILE SHALL NOT BE LIABLE FOR 7.4 Reserved. DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR 7.5 No Deductions or Setoffs. All amounts payable to OTHER PROBLEMS INHERENT IN USE OF THE ParkMobile under this Agreement shall be paid by Client to INTERNET AND ELECTRONIC COMMUNICATIONS. ParkMobile in full without any setoff, recoupment, 9. INDEMNIFICATION counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as 9.1 Mutual. Each party will indemnify, defend, and hold may be required by applicable law). harmless the other party from and against any and all 7.6 Fee Increases. Beginning on the first anniversary of the losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred as a result from any Effective Date and continuing annually thereafter on a third-party claim, suit, action, or proceeding ("Third-Party compounding basis, ParkMobile may increase fees by ten Claim") to the extent it arises from a breach of the percent (10%) or the percentage equal to the average indemnifying party's representations and warranties under increase in all items under the Consumer Price Index over this Agreement. the prior 12-month period, whichever is greater. Based on this criteria, fees shall then round up to the nearest two(2) 9.2 ParkMobile. ParkMobile will indemnify, defend, and hold decimal places.This change may take effect without prior harmless Client from and against any and all Losses notice to Client. This rate increase shall not apply to the incurred by Client resulting from any Third-Party Claim that merchant of record fee. the Platform or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third 7.7 Limited Payment Agent.Client appoints ParkMobile as its party's IP Rights, provided that Client promptly notifies agent for the limited purpose of receiving, holding, and ParkMobile in writing of the claim, cooperates with settling payments made by ParkMobile Users to Client in PSA-LF Page 6 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E 0 ParkMobile' ParkMobile Service Agreement ParkMobile,and allows ParkMobile sole authority to control WHETHER ARISING UNDER OR RELATED TO BREACH the defense and settlement of such claim. OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR 9.3 Client. Client will indemnify, defend, and hold harmless EQUITABLE THEORY,EXCEED ONE TIMES THE TOTAL ParkMobile from and against any and all Losses incurred AMOUNTS PAID TO PARKMOBILE UNDER THIS by ParkMobile resulting from any Third-Party Claim arising AGREEMENT IN THE 12 MONTH PERIOD PRECEDING out of Client's disclosure or use of ParkMobile User Data in THE EVENT GIVING RISE TO THE CLAIM. THE violation of this Agreement. FOREGOING LIMITATIONS APPLY EVEN IF ANY 9.4 Mitigation. If any of the Services are claimed to, or in REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ParkMobile's opinion are likely to, infringe,misappropriate, 10.3 Exceptions.The exclusions and limitations in Section 10.1 or otherwise violate any third-party IP Rights, or if Client's and Section 10.2 do not apply to ParkMobile's obligations use of the Services is enjoined or threatened to be enjoined, under Section 9 or liability for ParkMobile's gross ParkMobile may, at its option and sole cost and expense: negligence or willful misconduct. (a)obtain the right for Client to continue to use the Services as contemplated by this Agreement; (b) modify or replace 11. RESERVED the Services, in whole or in part, to seek to make the 12. GENERAL TERMS Services(as so modified or replaced) non-infringing,while providing equivalent features and functionality, in which 12.1 Assignment. Client shall not assign or otherwise transfer case such modifications or replacements will constitute the any of its rights,or delegate or otherwise transfer any of its Services, as applicable, under this Agreement;'or (c) by obligations or performance under this Agreement, in each written notice to Client, terminate this Agreement and case whether voluntary, involuntarily, by operation of law, require Client to immediately cease any use of the Services. or otherwise,without ParkMobile's prior written consent.No 9.5 Sole Remedy.THIS SECTION 9 SETS FORTH CLIENT'S assignment,delegation,or transfer will relieve Client of any SOLE REMEDIES AND PARKMOBILE'S SOLE LIABILITY of its obligations or performance under this Agreement.Any AND OBLIGATION FOR ANY ACTUAL, THREATENED, purported assignment,delegation,or transfer in violation of OR ALLEGED CLAIMS THAT THE SERVICES OR ANY this Section 12.1 is void. This Agreement is binding upon SUBJECT MATTER OF THIS AGREEMENT INFRINGES, and inures to the benefit of the parties and their respective MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY successors and permitted assigns. INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD 12.2 Severability. If a court of competent jurisdiction holds any PARTY. term or provision of this Agreement to be invalid, illegal or 10. LIMITATION OF REMEDIES AND DAMAGES unenforceable, the rest of the Agreement will remain in effect. 10.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL 12.3 Headings. The headings in this Agreement are for PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE reference only and do not affect the interpretation of this PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN Agreement. CONNECTION WITH THIS AGREEMENT OR ITS 12.4 Notices. Any notice or communication permitted or SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE required under this Agreement must be in writing and will THEORY, INCLUDING BREACH OF CONTRACT, TORT be deemed received by the addressee: (a)when received, (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND if delivered by hand with signed confirmation of receipt; (b) I OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, when received, if sent by a nationally recognized overnight USE, BUSINESS, REVENUE, OR PROFIT OR courier, signature required; (c)when sent, if by email (with DIMINUTION IN VALUE;(B)IMPAIRMENT,INABILITY TO confirmation of transmission),if sent during the addressee's USE OR LOSS, INTERRUPTION, OR DELAY OF THE normal business hours, and on the next business day, if SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR sent after the addressee's normal business hours; and (d) RECOVERY OF DATA, OR BREACH OF DATA OR on the third business day after the date mailed by certified SYSTEM SECURITY; (D) COST OF REPLACEMENT or registered mail, return receipt requested, postage GOODS OR SERVICES; (E) LOSS OF GOODWILL OR prepaid. Notices must be sent to the attention of the REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, respective party's legal department at the address set forth INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR at the beginning of this Agreement or such other address PUNITIVE DAMAGES, REGARDLESS OF WHETHER as either party may specific in writing.Any notice permitted SUCH PERSONS WERE ADVISED OF THE POSSIBILITY or required under this Agreement that is sent to ParkMobile OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES shall also be sent via email to legal-notices@parkn'iobileio. OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY 12.5 Governing Law. This Agreement and all related AGREED OR OTHER REMEDY OF ITS ESSENTIAL documents, and all matters arising out of or relating to this PURPOSE. Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the 10.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE laws of the State of Georgia, United States of America PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE (including its statutes of limitations). COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT, 12.6 Amendment;Waivers.Any amendment must be in writing, signed by both parties, and expressly state that it is PSA-LF Page 7 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement amending this Agreement. No waiver by any party will be 13. DEFINITIONS effective unless explicitly set forth in writing and signed by "Access Credentials" means any user name, identification the party so waiving. No terms or conditions stated in a Client purchase order, vendor onboarding process or web number, password, license or security key, security token, portal, or any other Client order documentation shall be PIN,or other security code,method,technology,or device, incorporated into or form any part of this Agreement,and all used alone or in combination, to verify an individual's such terms or conditions shall be null and void, identity and authorization to access and use the Platform. notwithstanding any language to the contrary therein, "Authorized User' means Client's employee, consultant, whether signed before or after this Agreement. contractor,and agent who is authorized by Client to access 12.7 Entire Agreement. This Agreement, together with any and use the Platform under the rights granted to Client other documents incorporated herein by reference, pursuant to this Agreement. constitutes the sole and entire agreement of the parties with "Brand Features" means a party's trade names, respect to the subject matter of this Agreement and trademarks, service marks, logos, domain names, and supersedes all prior and contemporaneous other distinctive brand features. understandings, agreements, representations, and warranties, both written and oral, with respect to such "Client Data"means any data specific to Client's operation subject matter. that is provided by Client to ParkMobile to be used in the provision of Services that is not available to ParkMobile 12.8 Third-Party Beneficiaries. There are no third-party publicly or by other means. beneficiaries under this Agreement. "Confidential Information"means information that one party 12.9 Force Majeure. Neither party will be liable to the other for (or an affiliate) discloses to the other party under this any delay or failure to perform any obligation under this Agreement, and that is marked as confidential or would Agreement(except for a failure to pay Fees)if the delay or normally be considered confidential information under the failure results from any cause beyond such party's circumstances. It does not include information that is reasonable control, including acts of God, labor disputes or independently developed by the recipient, is rightfully given other industrial disturbances, systemic electrical, to the recipient by a third party without confidentiality telecommunications, or other utility failures, earthquakes, obligations or becomes public through no fault of the storms or other elements of nature, pandemics, blockages, recipient. embargoes, riots, acts or orders of government, acts of terrorism,or war. "Documentation"means any manuals,instructions,or other documents or materials that ParkMobile provides or makes 12.10 Independent Contractors.The parties to this Agreement available to Client in any form or medium and which are independent contractors.The parties do not intend,and describe the functionality, components, features, or nothing in this Agreement should be construed,to create or requirements of the Services. enter into any partnership, joint venture, employment, franchise,agency,or similar relationship. Neither party has "IP Rights" means any and all registered and unregistered the power to bind the other or incur obligations on the other rights granted,applied for,or otherwise now or hereafter in party's behalf without the other party's prior written consent. existence under or related to any patent, copyright, trademark, trade secret, database protection, or other 12.11 Export Control. Client will comply with all export and intellectual property rights laws,and all similar or equivalent import laws and regulations of the United States and other rights or forms of protection,in any part of the world. applicable jurisdictions. Without limiting the foregoing, Client:(i)represents and warrants that it is not listed on any "Parking Information" means parking zones, parking rates, U.S. government list of prohibited or restricted parties or parking restrictions, selected payment methods, and other located(or a national of)a country that is subject to a U.S. information necessary for the provision of the Services for government embargo or that has been designated by the a specific Parking Location. U.S. government as a"terrorist supporting"country; (ii)will "Parking Location" means the location or locations of not(and will not permit any third parties to)access or use Client's on-street parking, off-street parking, reservation any Service in violation of any U.S. export embargo, parking,parking lots,parking decks,permitted parking,and prohibition or restriction, and (iii) will not submit to any other facilities where ParkMobile Users may park. Service any information that is controlled under the U.S. International Traffic in Arms Regulation. "ParkMobile Application" means any and all mobile and/or web applications, services, or interfaces developed, 12.12 Interpretation.This Agreement shall be construed without hosted, or managed by,on behalf of, or in partnership with regard to any presumption or rule requiring construction or ParkMobile and that are made available to the general interpretation against the party drafting an instrument or public and that facilities the payment of parking causing any instrument to be drafted. The Schedules transactions. referred to herein shall be construed with,and as an integral part of, this Agreement to the same extent as if they were "ParkMobile User" means an end user that uses the set forth verbatim herein. ParkMobile Application. 12.13 Counterparts.The parties may execute this Agreement in "ParkMobile User Data"means information,data,and other counterparts, including PDF and other electronic copies, content, in any form or media,that is submitted, posted, or which taken together will constitute one instrument. PSA-LF Page 8 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E �► ParkMobile ParkMobile Service Agreement otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly,through the ParkMobile Application. "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or value, service code, and/or security-related information used to authenticate cardholders and/or authorize payment card transactions "Personal Data" means (i) any information about an identified or identifiable individual; or(ii) information that is not specifically about an identifiable individual but, when combined with other information,may identify an individual. Personal Data includes names, email addresses, postal addresses, telephone numbers, government identification numbers, financial account numbers, payment card information, license plate information, online identifiers (including IP addresses and cookie identifiers),network and hardware identifiers, geolocation information, and any information that constitutes "personal data" or "personal information" within the meaning of any relevant and applicable data privacy or protection laws. "Platform" means access-controlled mobile and/or web applications, services or interfaces developed, hosted, or managed by,on behalf of,or in partnership with ParkMobile that are made available to Client to administer, configure, manage and/or monitor parking sessions, parking rates, and/or parking restrictions associated with Client's Parking Locations. "Resultant Data" means data and information related to Client's,Authorized Users'and/or ParkMobile Users'use of the Services that is used by ParkMobile in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. "Services"means the ParkMobile Application,the Platform, and all other services provided by ParkMobile under this Agreement. PSA-LF Page 9 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement SCHEDULE 2: SERVICES ON-DEMAND PARKING SERVICES ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for on-demand parking using the ParkMobile Application("On-Demand Parking"). ParkMobile Users may begin and, if applicable, end a parking transaction in a variety of ways: (1) visiting https:ttapp.parkmobileio; (2) calling ParkMobile's IVR System, or(3) using the ParkMobile Application. In order to register with ParkMobile and begin a parking session, a consumer simply provide ParkMobile with the information required by ParkMobile to create an account, including payment method information and license plate number. Thereafter, subsequent parking sessions only require the ParkMobile User to enter or select the applicable parking duration available for the applicable location. The parking zone code of the Client parking areas are indicated on parking signs or on parking meters. Enforcers of the Client check the validity of parking status real time against the Platform via a web service offering, provided as part of the Services, to determine if a valid parking right exists. This information can be accessed by using a handheld terminal, mobile device or personal digital assistant(PDA). ParkMobile does not provide or pay for Client's use of handheld terminals, mobile devices or PDAs for enforcement or any data plans or other items needed for communication between such items and the Services. At their option, ParkMobile Users will receive parking alert services from ParkMobile via SMS, ParkMobile Application push notification or email. The ParkMobile User may be notified, for example, when parked for an extended period of time or when the maximum parking time nears expiration. ParkMobile Users can use On-Demand Parking anywhere the Services are available. All parking charges are automatically charged to the ParkMobile User's payment method, and ParkMobile Users have real time access to an online account-based personal page accessible from httpsllapp.parkmobile,io to access and print parking history, receipts, and statements. PSA-LF Page 10 of 11 rev 09/22 DocuSign Envelope ID:964F323A-DBEF-4E56-9CA2-984318A1357E ParkMobile ParkMobile Service Agreement SCHEDULE 3: CLIENT ELECTRONIC FUNDS AUTHORIZATION FORM This form authorizes Parkmobile, LLC to make payment to a business electronically.All payments will be paid in the account designated by the voided check or bank letter attached to this form. It is the responsibility of Client to notify ParkMobile of any changes pertinent to electronic payments, such as changes in banking information or email address. PAYEE/CLIENT INFORMATION CLIENT NAME: ADDRESS: CONTACT PERSON: TELEPHONE NUMBER: PRIMARY FINANCE CONTACT EMAIL: SECONDARY FINANCE CONTACT EMAIL: SIGNATURE &TITLE OF AUTHORIZED OFFICIAL: FINANCIAL INSTITUTION INFORMATION BANK NAME: ADDRESS: CONTACT PERSON: TELEPHONE: EMAIL: NINE DIGIT ROUTING TRANSIT NUMBER: DEPOSITOR ACCOUNT TITLE: DEPOSITOR ACCOUNT NUMBER: TYPE OF ACCOUNT: PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE ABOVE ACCOUNT INFORMATION This form authorizes Parkmobile, LLC to send credit entries and appropriate debit and adjustment entries electronically or by any other commercially accepted method to the account indicated above and to other accounts specified by Client in the future(collectively, the"Account"). This form authorizes the financial institution holding the Account to post all such entries. This authorization will be in effect until ParkMobile receives a written termination notice from Client and has a reasonable opportunity to act on it. PSA-LF Page 11 of 11 rev 09/22 Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Mark McCauley, County Administrator From: Monte Reinders, P.E., Public Works Director/County Engineer Agenda Date: March 18, 2024 Subject: Cell phone based fee payment system for County campgrounds Statement of Issue: Jefferson County Parks and Recreation campground fees are currently collected in secure drop boxes as cash or check only. A safer and more convenient mobile phone app-based payment system has been selected as an option in addition to cash or check. The agreement for this payment system is ready for review and approval. Analysis/Strategic Goals/Pro's Et Con's: The proposed payment app is ParkMobile. This app is used by many government agencies including the Port of Port Townsend. ParkMobile accepts all forms of credit cards and several other electronic payments such as Apple Pay, Google Pay, and PayPal. ParkMobile also has a dial up payment system for those without smart phones. Fee drop boxes will be kept. Adapting this parking payment system to the campgrounds will increase customer service and reduce the amount of cash and checks collected in the drop box. The agreement is for 5 years and can be terminated by the county without cause on 60 days notice. Fiscal Impact/Cost Benefit Analysis: The costs and risks of collecting cash and checks will be reduced. ParkMobile will collect an on-demand user fee of $2.00 per transaction, 50% of which will be refunded back to the County. The credit card processing fee is $0.20 and 3% (paid by the County). An explanation of a sample transaction has been included. Recommendation: Review and approve the agreement and return two copies to Public Works. Department Contact: Matt Tyler, 360-385-9129 Reviewed By: �l Mark McCauley gounty Administrator !� \ Date, 9 ParkMobile Sample Transaction Fee and Credit Card Processing Breakdown A customer purchases on average $60 worth of camping. Parking Fee Amount $ 30.00 Number of Nights 2 ParkMobile Convenience Fee $ 2.00 Transaction Total (paid by consumer) $ 62.00 Credit Card Processing (Paid by the Client) ParkMobile can provide turnkey credit card processing at a rate of 3% + $0.20 per transaction CC Processing: 3% of Transaction Total ($62 x 3%) $ (1.86) CC Processing: Fixed$0.20 per transaction $ (0.20) Total Credit Card Processing Cost $ (2.06) 1 Total Transaction Processed (Full Parking Fee Amount + Transaction Fee) $ 62.00 Client's Net Revenue (Total Transaction Amount Minus Credit Card Processing Costs, Convenience Fee ($2.06 +$2.00) $ 57.94 Revenue Share to Jefferson County P&R $ 1.00 Client's Final Net Revenue (Total Transaction Amount Minus Credit Card Processing Costs, Convenience Fee and including Rev Share) $ 58.94 CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) ?PP �/ CONTRACT WITH: ParkMobile Contract No: ?P `'a Contract For: Mobile Phone Campground Payment System Term: 2 years beginning when approved COUNTY DEPARTMENT: '1-41A �iUIT� Contact Person: Contact Phone: 3 -31c -G Z7 Contact email: yyt fi, t di, , . us AMOUNT: Fee based,see agreement details PROCESS. — Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: /7S S7tc,8°D,4,9( U0 Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund # RFP or RFQ Munis Org/Obj if Other: Service Agreement APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER ER 42.23 RCW. CERTIFIED: ! a N/A:n f��G lit u % L!! 1 12. Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: fill N/A: C �r r.�. - 2-` 1 `i 119 Signatur Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): lectronically approved by Risk Management on 3/5/2024. Governing law is Georgia. Low risk of litigation or disputes. This is an application that is loaded on computers and mobile devices. Very low risk agreement. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 3/5/2024. Risk manager accepts risks. Approved as to form only. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL