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PILOT PLATFORM AGREEMENTDocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741 E Q ParkMobile PILOT PLATFORM AGREEMENT This Pilot Platform Agreement is made and entered into by and between Parkmobile, LLC, a Delaware limited liability company located at 1100 Spring Street, NW, Suite 200, Atlanta, GA 30309 ("Parkmobile") and the City of Clearwater, a Florida municipality located at 100 S. Myrtle Avenue, Suite 220, Clearwater, FL 33756 ("Client"). This Agreement will become effective as of the last signature date below (the "Effective Date"). 1. USE OF SERVICE 1.1. Provision of Access. Subject to the terms and conditions of this Agreement, Parkmobile grants Client a non-exclusive, non -transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use. Parkmobile will provide to Client the necessary passwords and network links or connections to allow Client to access the Services. 1.2. Documentation License. Subject to the terms and conditions contained in this Agreement, Parkmobile grants to Client a non-exclusive, non-sublicensable, non -transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 1.3. Use Restrictions. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 1.4. Reservation of Rights. Parkmobile reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to Parkmobile IP. 1.5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Parkmobile may monitor Client's use of the Services and collect and compile Aggregated Statistics. As between Parkmobile and Client, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Parkmobile. 2. INTEGRATIONS TO THIRD -PARTY SYSTEMS 2.1. General. The parties recognize that the provision of Services is dependent upon cooperation of Client's Third -Party Service Providers, which is outside the control of Parkmobile. 2.2. Parkmobile. For each Third -Party Service Provider, Parkmobile agrees that it will use commercially reasonable efforts to enable an integration with the Third -Party System and the Services. In its sole discretion, Parkmobile may satisfy the foregoing by either: (i) providing Third -Party Service Provider with access to the applicable application programming interface(s) ("Parkmobile API"), along with necessary documentation; or (ii) developing an application integration with Third -Party System ("Custom Integration"). 2.3. Client. Client agrees that it will assist Parkmobile in obtaining all information reasonably necessary from each Third -Party Service Provider to enable and maintain its integration with the Services. This includes, but is not limited to, ensuring the Third -Party Service Provider satisfactorily and timely completes all steps necessary to enable and maintain the integration, as reasonably determined by Parkmobile. 2.4. Current Third -Party Service Providers. Client agrees to require each of its current Third -Party Service Providers to successfully integrate with the Services within thirty (30) days of the Effective Date, including the Third -Party Service Provider's execution of ParkMobile's standard integration agreement which will incorporate the fee schedule set forth in Schedule A of this Agreement. 2.5. Future Third -Party Service Providers. If Client contracts with any Third -Party Service Provider during the Term, Client agrees to require each Third -Party Service Provider to successfully integrate with the Services (including the execution of ParkMobile's standard integration agreement which will incorporate the fee schedule set forth in Schedule A of this Agreement) before it makes its services available to the public. 3. CLIENT RESPONSIBILITIES 3.1. General. Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. 4. PROPRIETARY RIGHTS 4.1. Parkmobile IP. Client acknowledges that, as between Client and Parkmobile, Parkmobile owns all right, title, and interest, including all Intellectual Property Rights, in and to Parkmobile IP and, with respect to Third -Party Systems, the applicable Third -Party Service Provider own all right, title, and interest, including all Intellectual Property Rights, in and to the applicable Third -Party System. 4.2. User Data. The parties acknowledge that, as between Parkmobile and Client, Parkmobile owns all right, title, and interest, including all Intellectual Property Rights, in and to the User Data. 5. FEES. Platform Agreement v 5/20 Page 1 of 6 5.1. Service Fees. Parkmobile agrees to waive any fees associated with provision of the Services during the Pilot Term. The parties expressly agree that this provision does not apply to any fees associated with any other services provided to Client under any other written agreement. After the Pilot Term, the fee schedule set forth in Schedule A will apply. Parkmobile DocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741E Q ParkMobile may increase fees by providing Client at least thirty (30) calendar days written notice. 6. TERM AND TERMINATION 6.1. Pilot Term. The pilot term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until six (6) months from such date (the "Pilot Term"). During the Pilot Term, either party, in its sole discretion, may terminate this Agreement at any time without cause, by providing at least thirty (30) days' prior written notice to the other party. 6.2. Renewal Term. After the Pilot Term, Client, in its sole discretion, may elect to renew this Agreement for a one (1) year term, which will automatically renew for subsequent one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non -renewal at least thirty (30) days prior to the expiration of the then -current term (each a "Renewal Term" and, collectively, together with the Pilot Term, the "Term"). 6.3. Termination for Cause. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days of after written notice; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. 6.4. Effect of Termination. Upon termination of this Agreement: (a) all rights and licenses granted to Client under this Agreement will immediately terminate; (b) the parties will discontinue use of and return or destroy all Confidential Information; (c) and any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. 6.5. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Parkmobile reserves the right to suspend provision of services; (a) if Parkmobile deems such suspension necessary as a result of Client's breach of Section 1.3 or Section 2.1, (b) if Parkmobile reasonably determines suspension is necessary to avoid material harm to Parkmobile, its other clients, or its users, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Parkmobile's control, or (c) as required by law or at the request of governmental entities. 7. REPRESENTATIONS AND WARRANTIES 7.1. From Parkmobile. Parkmobile warrants (a) that it employs appropriate technical and organizational security measures, and (b) the Services will perform materially in accordance with the Documentation. For any breach of a warranty above, Client's sole and exclusive remedies are those described in Section 5. 7.2. From Client. Client warrants its use of the Services will comply in all material respects with Parkmobile's IP and all applicable laws and regulations. 7.3. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS 15" AND PARKMOBILE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON -INFRINGEMENT. PARKMOBILE DOES NOT WARRANT THAT THE SERVICES, CUSTOM INTEGRATIONS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR -FREE. PARKMOBILE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ALL CUSTOM INTEGRATIONS ARE PROVIDED "ASI5." ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD -PARTY SYSTEM IS STRICTLY BETWEEN CLIENT AND THE THIRD -PARTY SERVICE PROVIDER. 8. INDEMNIFICATION Platform Agreement v 5/20 Page 2 of 6 8.1. Parkmobile Indemnification. Parkmobile shall act as an independent contractor and agrees to assume all risks of providing the program activities and services herein agreed and all liability therefore, and shall defend, indemnify, and hold harmless the Client, its officers, agents, and employees from and against any and all claims of loss, liability and damages of whatever nature, to persons and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property, except claims arising from the negligence of the Client or the Client's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to Parkmobile's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Parkmobile whether or not based on negligence. Nothing herein shall be construed as consent by the Client to be sued by third parties, or as a waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity. 8.2. Mitigation. If any of the Services are, or in Parkmobile's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third -party Intellectual Property Right, or if Client's or any Authorized User's use of the Services is enjoined or threatened to be enjoined, Parkmobile may, at its option and sole cost and expense: (a) obtain the right for Client to continue to use the Services as contemplated by this Agreement; (b) modify or replace the Services, in whole or in part, to seek to make Services (as so modified or replaced) non -infringing, while providing equivalent features and functionality, in which case such DocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741E © ParkMobile modifications or replacements will constitute the Services, as applicable, under this Agreement; or (c) by written notice to Client, terminate this Agreement and require Client to immediately cease any use of the Services. 8.3. Sole Remedy. THIS SECTION 7 SETS FORTH CLIENT'S SOLE REMEDIES AND PARKMOBILE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 9. LIMITATION OF REMEDIES AND DAMAGES. 9.1. Exclusion of Damages. IN NO EVENT WILL PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 9.2. Cap on Monetary Liability. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO PARKMOBILE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10. GENERAL TERMS 10.1. Assignment. Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Parkmobile's prior written consent. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 9.1 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. 10.2. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. 10.3. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 10.4. Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Jurisdiction and venue for any legal action in connection herewith, whether sounding in contract or tort, shall lie in Pinellas County, Florida. Each party waives the right to a jury trial. 10.5. Notice. Any notice or communication required under this Agreement will be in writing addressed to a party at its respective address set forth in this Agreement or to such other address that such party may designate from time to time in accordance with this Section and will be deemed received by the addressee: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Notices directed to Parkmobile shall be sent to: Parkmobile, LLC, Attn: Legal Department, 1100 Spring St, NW, Ste. 200, Atlanta, GA 30309; legaloarkmobile.io. Notices directed to Client shall be sent to: 100 S. Myrtle Avenue, Suite 220, Clearwater, FL 33756. 10.6. Amendments; Waivers. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each party. No waiver by any party will be effective unless explicitly set forth in writing and signed by an authorized representative of the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver; nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No terms or conditions stated in a Client purchase order, vendor onboarding process or web portal, or any other Client order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement. 10.7. Entire Agreement. This Agreement, together with the documents incorporated herein by, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, Platform Agreement v 5/20 Page 3 of 6 DocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741E Q ParkMobile this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference. 10.8. Third Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 10.9. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 10.10. Independent Contractors. The parties to this Agreement are independent contractors. The parties do not intend, and nothing in this Agreement should be construed, to create or enter into any partnership, joint venture, employment, franchise, agency, or similar relationship. Neither party has the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent. 10.11. Export Control. Client agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Client represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Client will not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Client will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations. 10.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. 10.13. Public Records. In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600 Clearwater, FL 33755. The contractor's agreement to comply with public records law applies specifically to: Platform Agreement v 5/20 Page 4 of 6 a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: DocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741E Q ParkMobile 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 11. DEFINITIONS "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise. "Agreement" means this Platform Agreement, any attachments, schedules, addenda or exhibits referenced in the Agreement, and any Order Forms and SOWs that reference this Agreement. "Authorized User" means Client's employees, consultants, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement. "Documentation" means Parkmobile's user manuals, handbooks, and guides relating to the Services provided by Parkmobile to Client either electronically or in hard copy form. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. "Parkmobile IP" means the Services, the Documentation, Custom Integrations (but excluding Third -Party Systems) and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, Parkmobile IP includes Aggregated Statistics and any information, data, or other content derived from Parkmobile's monitoring of Client's access to or use of the Services. "Services" means the multi end-point management platform provided by Parkmobile with the following modules enabled: (i) Reporting. Platform Agreement v 5/20 Page 5 of 6 "Third -Party Service Provider" means any person or entity, other than Parkmobile and its employees, that provides Client with parking -related services and that Client wishes to integrate with the Service. "Third -Party System" means separate services or applications provided by a Third -Party Service Provider that can be used in connection with the Service using Parkmobile's API or a Custom Integration, including, but not limited to: access control devices, parking enforcement, parking meters, parking permits, pay stations, and/or mobile parking applications. "User Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted through the Services. IN WITNESS WHEREOF, this Pilot Platform Agreement has been executed as of the Effective Date. PARKMOBILE, LLC By: Name: Title: Tonwit SUWaVf General Counsel & Secretary Date: 8/13/2020 Countersigned on this day of , 2020. CITY OF CLEARWATER By: W � ' .4414%.474 Name: William B. Horne, II Title: City Manager Approved as to form: Michael P. Fuino Senior Assistant City Attorney Attest: Rosemarie Call City Clerk DocuSign Envelope ID: FD286B19-6825-4932-B66A-59C7CD14741E Q ParkMobile SCHEDULE A In consideration for the Services provided, Parkmobile will charge the following fees: During the Pilot Term Client Third -Party Service Providers Waived Waived During Renewal Terms Client Third -Party Service Providers Waived To Be Determined Parkmobile may increase fees by providing Client at least thirty (30) calendar days written notice. *For the avoidance of doubt, this fee schedule does not apply to, or modify, any fees associated with any other services provided to Client under any other written agreement. Platform Agreement v 5/20 Page 6 of 6