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PIGGYBACK AGREEMENT - PARKING PAY BY PHONE SERVICES AGREEMENT�� t'�:�i��C}�1�� Pigg��ack �tgreement �� _};�� This PiggYback Agreement {this "A�reement"} made and enterec� intc� as of this 9th day c�f .iu1y, 2Q2Q {Effective D�te"} is by and between Parkmc�bile, �LC, a[�elaware limited liability cc�mpany {"Farkm�bile"} anc� the City of Clearwater Fl�rida, a municipal corporation with its place of k�usiness �t City c�f Ciearv,rater Parkir�g System, 1{}(} S. Myrtle Ave, Ste 220, Clearwater, F�orida 33756 {"C�earwater"}. Parkrr�obile and Clearwater may be referred to collectively as the "Parties" or individually as a"�}��tt � WHEREAS, the Parties agree that Parkmobile has entereci inta a contract with the City of Miarni Beach, F(orida, saic� contract �eing �dentifiecl as: Parking Pay by Phone Services Agreement dated February 1, 2C}1� {�he "Underl�tin�; Contract"; ar�d ft If WHEREAS, the Underlying Contract is incorporated herein by reference and is attached as ExF�ibit A tc� this con�ract. Ali of the terms and conditions set forth in the Underlying Contract are full� binding on the Parties and saicl terms and conc�itions are incorporatec� herein; anci WHEREAS, notwithstanding the requirement that the �lnderlying ��ntract is f�lly �inding an the Parties, the Parties have agreed ta mc�t�ify certain technical provisic�ns Qf the Unclerlying Contract as app�ied to this Agreement between ParkmaEaile and Clearwater. N{}W THEREFQRE, in consideration of the mutual covenants and agreements c€�nt�ir�ed herein and other gc�od anci valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as #oilows. 1. Recitals. The above reciials are hereby inc�rporated herein. 2. Definitions. t�efined or capitalized terms used herein that are not defined by this Agreeme�t sha[i have their rrtieaning set out in the �lnderiying Contract. Any reference to the City of �rliami Beach, Flvrida 4r 'City` in the Underlying C�ntract shall refer to the City af Clearwater fc�r the purpc�ses c�f t�is ��reement. All references to Parkmobile USA, Inc. or `Parkmobile' in the Underlying Cc�ntract shall refer tc� Parkmobiie, ��C for the purp�ses af this Agreemer�t. 3. Address Chan�e for the City c�f Clearwater, Notwithstanding the acidress and co�tact infQrmation f�r the goverrtment entity set forth in Exhibit A, Parkmobi{e agrees that it wiil send n�tices, invaices, a�d wili conduct al[ business with the City c�f Clearwater Parking System, 1�� S. Myrtle ��re, Ste 22(}, Clearv,rater, Floric�a 33756; sue.tellier�myclearwater,corr�. �. �ddress Chan�e fc�r Paricmobife. N€�iwithstanding t�e address anc! cc�ntact infc�rmation for Parkmab�le set fortl� in ExF�ibit A, Clear�vater agrees that it will send notices and will cor�duct all b�siness with Parkmobile, i�C, 110Q Spring St NW, Ste 20{}, Atlanta, GA 30309; ��-��a=�.-�. �t „ �� „ 5. Exhibit C to Underlyin� Contract i}eleted. Exhiiait C to the Underlying C�ntract is deiete in its entirety, and is replaced with The Pricing Proposal for this Agreement as follouvs. Convenience fee paid by Residents* No Fee Convenience fee paid by Nan-Residents $ 0.35 rev. a��2Q 1 ot 3 � Park�c��ile �;�� ,�r� * Parkmobile agrees ta offer any Clearwater qualified resic�ent no convenience fee for using our mabile payment service. Tc� qualify for this concessian, resiclents must have all three of the following required dacuments: o Valid Photo I� — Issued iay local state c�r federal agency {[3river's license, passport) o Valid Vehic[e Registratic�n — Vehicle registration be[onging ta the person requesting the residentia[ permit. Address on registration and phota I[� must match. . • .. . �- .- • . . . .- ..�. Voters registration card Mail received within the last 30 days Property Tax state�ent �last one received} 6. Ap�licabie �aw, This Agreement shall be construed according to the laws of th� State �af Florida. Jurisd�ction and uenue f�r any legal acti€�n in connection herewith, whether so�r�ding in c��tract �r tc�rt, shall lie in Pinellas County, Florida. Each party waives the right tt� a jury tria�. 7. Qther Provisic�ns Unchan�ed. �11 c�ther provisions in the U�derlying Corttract are fuliy binc�ing €�n the Parties artd will represent the agreement between the City of Clearwater anti Parkmobile. 8. Counterparts, This Agreement may be executed in cc�unterparts, each �f which shall be deemed ar� original, but all of which shall be deemed to constitute one and the same instrument. 9. Entire A�reement. This Agreement contains the entire agreement c�f the Parties with respect to the matters set f�rth herein and may only be changed by an agreement in writing sigr�ed by the Parties, AI� ot�er terms and provis�ons c�f the Agreement remain in f�ll force and affeci. i � * � • !� � rev. 04/2i} 2 of 3 " ! • . Piggyback Agreement , o,� �,, ,ro ti . � � � 1�1 WIT�lESS WNERE�F, this PiggYback A�eeement has been e�ecutetl as c�f th� day and year first written abc�ve. By: �larr��: �`itl�< t�ate: � � � � �� . :_ � _ � � - �-_ �� _ , � � . � �� • `=�ank V. Nibbard 1�lilliam B. F�c�me, 11 Mayc�r City Manager Approved as tc� fc��m: Attest. � _ f f �=`: . . . . . . � � _ � { � � �. � �� - �'f�-'�''_ Mich�el P. Fuinc� Rc�semarie �ai1 Senic�r �ssistant Gity �ttorn�y City Cler�c rev. 0��2t} 3 of 3 `:�� _� �kgFfifPrf �� #��4} � : � }��(j��.. a �� r � � �_ '� ��