096-13 - Parkeon Inc. - Contract'r�
Revision History
01 08/29/2012 L. DEPERROIS Initial revision
02 01 /30/2013 L. DEPERROIS Internal review - N. FEINRIDER
03 02/03/2013 L. DEPERROIS Syntax revision
Reference document
PORT ORCHARD_CONNECTIVITY_ SERVICES_AGREEMENT_V03 Page 2 of 21
AGREEMENT TEMPLATE - V03
PARKEON41 TWOSOME •'IVE - UNIT 7, MOORESTOWN181
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
TABLE OF CONTENTS
1.
PARTIES TO AGREEMENT 1 PERIOD OF PERFORMANCE
4
2.
SCOPE OF SERVICES TO BE PERFORMED BY PARKEON
5
3.
PAYMENT TERMS
5
4.
GENERAL TERMS AND CONDITIONS
6
4.1.
PARKEON DELIVERY OF SERVICES UNDER AGREEMENT
6
4.2.
CUSTOMER PARTICIPATION
6
4.3.
ADDITIONAL WORK
7
4.4.
FEES - INVOICING AND PAYMENT OBLIGATIONS
8
4.5.
TERMINATION
9
4.6.
INTELLECTUAL PROPERTY
10
4.7.
PROPRIETARY AND CONFIDENTIAL INFORMATION
11
4.8.
LIABILITY AND WARRANTY
12
4.9.
EXTENSION OF TIME FOR FORCE MAJEURE
14
4.10.
GOVERNING LAW AND JURISDICTION
14
4.11.
CONTRACT DOCUMENTS
14
4.12.
NOTICES
15
4.13.
GENERAL
16
PARKEON INC., 40 TWOSOME DRIVE • UNIT 7, MOORESTOWN NJ 08057 , USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
1. PARTIES TO AGREEMENT / PERIOD OF PERFORMANCE
1.1 This Agreement, dated as of November 20, 2013 is made by and between PARKEON Inc. ("Parkeon") a
corporation organized and existing under the laws of the State of Delaware, having an office at 40
Twosome Drive, Suite 7, Moorestown, NJ 08057, USA and Port Orchard, WA "Customer". (Individually
referred to as the "Party", collectively to as the "Parties".)
1.2 Parkeon is to provide the services listed below to the Customer upon the terms and conditions stated herein
commencing November 20, 2013 for an initial period of twelve (12) months (the "Initial Period'). At the end
of the Initial Period, the Agreement shall be automatically renewed for the following twelve (12) month
period (the "Automatic Renewal Period") upon the same terms and conditions unless (i) one Party gives
written notice of non -renewal to the other party or (ii) Parkeon advises Customer of a price increase, at least
sixty (60) calendar days prior to the end of the Initial Period.
1.3 After the Initial Period of the agreement, each Renewal Period may be subject to a cost increase. Fees will
be increased proportionate to the current CPI and market costs for communications on the renewal date of
this Agreement.
1.4 Failure of the Parties to agree to new pricing within sixty (60) calendar days prior to the end of the Initial
Period and/or any subsequent Renewal Period will entitle Parkeon to terminate the Agreement.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
The following services (the "Services") will be provided by Parkeon under this Agreement.
® Pay-N-Display
Work Spaces
• Action required
• Terminal Out -of -Order
• Communications Problems
• Maintenance Performed
• Consumables
• Cash Collections
• Cash -In -Terminals
• Parking Activity
• Ticket Sales Analysis
• Transactions by Payment
❑ Pay -By -Space
• Enforcement web site
• Enforcement
® Standard Work Spaces
• Maintenance
• Collections
• Transactions
• Control
® Customer Telephone Support
Q Monthly billing
Q 30 Day Payment Terms from receipt of invoice
$45.00 I SDA RAPIDE
per machine Number of units: 2
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.1. PARKEON DELIVERY OF SERVICES UNDER AGREEMENT
4.1.1 Parkeon will provide Level 11 Remote Technical Support when Customer consistent with Level I training and
diagnosis/Service materials is not able to adequately service the Multi -space meters,
4.1.2 Parkeon will provide the Services with care and skill consistent with applicable industry standards.
4.1.3 Parkeon will maintain a properly staffed Level II Remote Call -in Service operation to assist Customer with
the full range of diagnostics and repairs activities. Support will be available during Parkeon's regular
business hours (Monday -Friday 8:00am/8:00pm EST) excluding holidays.
4.1.4 Parkeon will maintain a log of all Service incidents which will document the service problem, and relevant
hardware/network environment as applicable and contact information. This log will be available to
Customer upon reasonable request.
4.1.5 Parkeon will take all technical and commercially reasonable measures to provide a resolution within four (4)
business hours of receipt of Customer's request for assistance.
4.1.6 Parkeon will escalate back office support requests to Level III if, within four (4) business hours, a resolution
is not implemented.
4.1.7 Parkeon will convene regular Service review meetings with Customer to review Service history.
4.1.8 Parkeon will guard and maintain the confidentiality of all, logins, passwords and personal identification
provided in connection with the Services against unauthorized use of the Services.
4.1.9 Parkeon will be entitled to subcontract in part or whole performance of the Services to be provided under
this Agreement with prior written consent of Customer, such written consent not being unreasonably
withheld.
4.2. CUSTOMER PARTICIPATION
4.2.1 Customer is responsible for Level I Technical Service and maintenance for all machines as specified in
Appendix C.
4.2.2 Prior to requesting Level II support services, Customer will have attempted to service the Multi -space
meters, consistent with Level I training and diagnosis/Service materials and encountered issues that it
cannot resolve.
4.2.3 Customer will submit all requests into Parkeon's Technical Support using the contact method specified in
Appendix A and provide all necessary information to permit Parkeon to perform the required services.
Customer will update Parkeon in writing of any changes to such information (especially any change of
address) and be available to work with the Parkeon's support resource assigned to the support request.
PORT ORCHARD CONNECTIVITY—SERVICES—AGREEMENTof
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.2.4 Customer will maintain a local supply of spare parts sufficient to meet the desired repair timelines. The
standard Return of Materials Authorization procedure is attached in Appendix 8.
4.2.5 Customer will protect technical information and know-how from unnecessary disclosure, maintain the
confidentiality of all logins, passwords and personal identification used in connection with the Services and
generally safeguard such information to ensure that there is no unauthorized use of the Services.
4.3. ADDITIONAL WORK
The following Services are not within the scope of this Agreement. Upon request, Parkeon will provide to Customer
a technical and cost proposal to provide related requested additional services ("Additional Work"). Prior to
performance, Customer shall authorize in writing the scope of such Additional Work and compensation payable to
Parkeon for the full performance of the Additional Work.
4.3.1 Evaluation or Procurement of new software or hardware.
4.3.2 Evaluation or approval of new software or hardware for use by the Customer in conjunction with Parkeon
products or Services including Customer and third party systems.
4.3.3 Deployment of a new software release at the machine.
4.3.4 Tariff or parameters changes.
4.3.5 Additional training for Customer technicians with respect to basic maintenance, troubleshooting, repairs,
component replacement and operations such as programming and inventory.
4.3.6 Providing of a qualified technician, on mutual agreed upon date and duration to perform On -Site Level II
support or remedial maintenance. At least two (2) weeks advance notice is required to ensure that Level II
on -site support. To insure Parkeon's proposal properly addresses Customer's needs, Parkeon requests that
Customer identify at the time of the request the issues that need to be addressed during the on -site visit and
have available the necessary spare parts and consumables needed to restore the Multi -space meter up to
Parkeon specification.
4.3.7 Assistance with Parkfolio back office or Multi -space meters usage when unsupported or non-standard
hardware or software has resulted in unexpected behavior of otherwise reliable systems.
4.3.8 Adaptive maintenance: Defined as activities relating to upgrades or conversions of Parkfolio back office
application, the Multi -space meters or its associated operating environment, in which the Parkeon products
are functioning.
4.3.9 Modifications, updates or enhancements to original application required or desirable on account of changes
in Customer's organization or business needs (such as a reorganization or change in the business practice)
that may make the current specification obsolete..
4.3.10 Re-training of staff and any additional new hire training after initial training.
4.3.11 Removal, reinstallation or relocation of the Multi -space meters.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.4. FEES — INVOICING AND PAYMENT OBLIGATIONS
In consideration for receiving the Services and/or Additional Work, Customer shall pay to Parkeon the fees as set
forth in the Article 2 Scope of Services above or agreed to pursuant to Article 4.3 above, as follows:
4.4.1 Parkeon will invoice the Customer as set forth in Article 3 above which invoice is due and payable within
thirty (30) days of receipt.
4.4.2 In the event that there is an increase in the number of units being provided under this Agreement, then a
Service charge based on the monthly per machine charge in effect at the time of installation shall be added
to Customer's invoice.
4.4.3 Absent prior notification to and approval of the Customer, the total amount payable to Parkeon under this
Agreement for the Initial twelve (12) month Period of the Agreement, plus any subsequent Renewal Periods
of twelve (12) months, shall not exceed $1,080.00 per twelve month period. This amount will be increased
accordingly upon article 4.4.2. This amount is excluding any applicable taxes relating to the base Service
provided under the terms of this Agreement.
4.4.4 To the extent that a disagreement arises in connection with the sum due and owing under the Agreement,
Customer agrees to pay the undisputed amount of the invoice within the contractual deadline set forth in the
4.4.1 above.
4.4.5 If amounts due and owing Parkeon remain unpaid past the due date, Parkeon shall be entitled to interest of
five percent (5.00%) commencing on the due date of the payment.
4.4.6 If amounts due and owing Parkeon remain unpaid for sixty (60) calendar days from the due date, Parkeon
shall be entitled to terminate the Agreement with immediate effect by serving written notice to the Customer.
PORT . D • Oof 21
AGREEMENT TEMPLATE - V03
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.5. TERMINATION
4.5.1 Termination for Non -Appropriation of Funds. This Agreement shall terminate without penalty at such time
as appropriated funds are not available to satisfy the obligations of Customer hereunder. The failure of
Customer to make an appropriation in any given year shall not be deemed a breach of this Agreement, nor
give rise to any cause of action by Parkeon for legal or equitable relief. Customer shall provide Parkeon
written notice sixty (60) calendar days prior to such non -appropriation termination and shall pay to Parkeon
all sums due and owing under the Agreement as of the date the non -appropriation termination becomes
effective.
4.5.2 Termination for Convenience. Notwithstanding any other provision of this Agreement, Customer may
terminate this Agreement (in whole or in part) without cause sixty (60) days following delivery of a written
Notice of Termination to Parkeon.
4.5.2.1 Upon receipt of a Notice of Termination, and except as otherwise agreed between Parkeon and
Customer, Parkeon shall immediately proceed with the following actions:
4.5.2.1.1 Stop work as specified in the Notice
4.5.2.1.2 Place no further orders for materials, services, or facilities, except as necessary to complete any part of
the Agreement not subject to termination..
4.5.2.1.3 Cancel all cancelable orders and terminate all subcontracts to the extent they relate to the Work
terminated
4.5.2.1.4 Assign to Customer, and deliver to the work site, any non -cancelable orders for material and equipment
that is not capable of use except in the performance of this Agreement.
4.5.2.1.5 Take all reasonable measures to mitigate Customer's liability under this section.
4.5.2.1.6 Complete performance of non -terminated work
4.5.2.2 Upon termination of the Agreement without cause, Customer shall immediately pay Parkeon all
amounts due and owing under the Agreement up to the date of termination, all non -cancelable costs for
material and equipment that cannot be used other than in connection with this Agreement, and ten
(10%) percent of the difference between the Total Agreement Price and all payments due to Parkeon
prior to termination of the Agreement.
4.5.3 Other Termination. Without prejudice to any other rights or remedies to which the Parties may be entitled,
either Party may:
4.5.3.1 Terminate the Agreement in the event of a material breach of this Agreement which is not remedied
within thirty (30) calendar days of notification to the other Party in writing to remedy such breach which
notification will set forth in reasonable detail the nature of the alleged breach;
4.5.3.2 Immediately upon (i) appointment of a receiver or administrator over the other Party or its assets or if
the other Party is subject to bankruptcy, liquidation or any analogous proceedings under laws of any
competent jurisdiction or (ii) the other Party suspends or ceases, or threatens to suspend or cease, to
perform all or a substantial part of its Work under this Agreement;
PORT ORCHARD —CONNECTIVITY —SERVICES —AGREEMENT 0
AGREEMENT TEMPLATE - r
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.5.3.3 Upon the occurrence of a Force Majeure event (a circumstance not within the control of the Affected
Party) but only if and to the extent that such circumstance despite the exercise of reasonable diligence
cannot be prevented, avoided or substantially mitigated by the Party and such circumstance materially
and adversely affects that Party's ability to perform its obligations under this Agreement for an
uninterrupted period of no less than three (3) months. In such event, the Affected Party shall promptly
notified the Other Party of its intention to terminate the Agreement which termination shall have full
force and effect three (3) business days after receipt of notice. Neither Party will be liable to the Other
Party for damages.
4.5.4 On termination of the Agreement by Customer for any reason under 4.5.3 for any reason, Parkeon shall
be paid any amounts owed under the Agreement up to the date of termination.
4.5.5 Parkeon shall not by reason of the termination of this Agreement be liable to Customer or be subject to
consequential, incidental, indirect or special damages or for costs associated with substituted performance.
4.6. INTELLECTUAL PROPERTY
4.6.1 Customer agrees that all Intellectual Property Rights, confidential know-how, tools, methods, skills, trade
secrets, graphics, logos and trade names used by Parkeon in performing its obligations under this
Agreement ("Intellectual Property Rights") are, and will remain, the property of Parkeon (or the third -party
who has granted Parkeon the right to use such rights) and nothing in this Agreement or Parkeon's
performance under this Agreement will be deemed to transfer to Customer any such Intellectual Property
Rights of Parkeon or any third -party.
4.6.2 Customer acknowledges that the name "PARKEON" and any other trademark, brand name, trade name
and logotype associated with the Products or services of Parkeon (hereinafter referred to as "PARKEON
Trademarks") whether or not registered, are and shall remain the property of the owner of the Trademarks,
being Parkeon or one of its affiliates, and that Customer has no right, title or interest in PARKEON
Trademarks during the term of this Agreement or thereafter except as provided otherwise herein.
4.6.3 The Parties both agree that except as otherwise provided herein, neither Party shall utilize the intellectual
property rights of the other.
4.6.4 Parkeon shall defend or, at its option, settle any claim or action brought against Customer alleging that the
use of the Services as provided under the Agreement and as used within the scope of the Services granted
to Customer, infringes the Intellectual Property Rights of a third -party, provided that (i) this infringement
claim is not attributable (a) to a use other than in accordance with this Agreement regardless of whether the
use is in combination with any service(s) not furnished by Parkeon, or (b) to the use of a non -current
release of the Software and that (ii) Customer gives reasonable notice and cooperation to Parkeon in
connection with the defense of such claim, makes no admission or settlement in respect of such claim and
that Parkeon directs and controls such defense.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.6.5 Software licensing: Parkeon will provide Customer a license to use Pay Station software and Parkfolio back
office. Parkeon does not provide software or licensing for software being used with Parkeon products that is
not part of the Parkeon Pay Station, Parkfolio back office, or other Parkeon products provided by Parkeon
to Customer under this Agreement. Customer shall provide such software and licensing as needed.
4.7. PROPRIETARY AND CONFIDENTIAL INFORMATION
4.7.1 Proprietary Information (hereafter "Proprietary Information") means object code, source code and any
benchmark tests for the Services, pricing and other information Identified as proprietary, but excludes: (a)
information made available to the general public without restriction by the disclosing Party or by an
authorized third -party, (b) information known to the receiving Party independent of disclosures by the
disclosing Party, (c) information independently developed by the receiving Party without access to or use of
the disclosing Party's Proprietary Information, or (d) information related to the Agreement that the receiving
Party may be required to disclose pursuant to the applicable Freedom of Information statutes or pursuant to
subpoena or other lawful process initiated by a governmental authority or by the disclosing Party, provided
that the receiving Party notifies the disclosing Party of the lawful process to allow the disclosing Party to
appear before the governmental authority and protect its interests, and such disclosure complies with
applicable law.
4.7.2 Confidential Information (hereafter "Confidential Information") means non-disclosable data, but shall
exclude (a) information known to the receiving Party independent of disclosures by the disclosing Party, (b)
information independently developed by the receiving Party without access to or use of the disclosing
Party's confidential information, or (c) Information related to the Agreement that the receiving Party is
required to disclose pursuant to applicable Freedom of Information statutes or pursuant to subpoena or
other lawful process initiated by a governmental authority or by the disclosing Party, provided that the
receiving Party notifies the disclosing Party of the lawful process in a timely manner to allow the disclosing
Party to appear before the governmental authority and protect its interests, and such disclosure complies
with applicable law.
4.7.3 The Parties shall use reasonable efforts to protect each other's Proprietary and Confidential Information
from disclosure. Neither Party is entitled to disclose the other Party's Confidential or Proprietary Information
without prior written consent of the other Party, which may be withheld in the other Party's sole and absolute
discretion. Provided the other Party's prior written consent has been obtained, the Party requesting consent
may disclose in confidence the other Party's Confidential or Proprietary Information on a need -to -know
basis to such Party's contractors and subcontractors as have executed a non -disclosure agreement, and
the Party making that disclosure shall be responsible for that person's compliance with these restrictions on
disclosure and use.
PORT O
AGREEMENT TENIPLATE-V03
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.7.4 Upon termination of this Agreement, the Parties shall securely dispose of all information received and shall
make no further use of it. The termination shall not serve to release any Party from its obligations regarding
confidentiality under this article which shall remain in force for a period of two (2) years after the date of
termination.
4.7.5 As a municipal corporation, Customer may have an obligation to disclose public records pursuant to
applicable Freedom of Information statutes. To avoid disclosure of Parkeon Proprietary Information, any
documents that contain trade secrets will be clearly marked "Proprietary" prior to submission to Customer.
Upon citizen request for disclosure of Proprietary Information pursuant to the applicable statues, sufficient
notice shall be provided to Parkeon to permit Parkeon to contest such disclosure.
4.8. LIABILITY AND WARRANTY
4.8.1 This clause sets out the liability of Parkeon in its entirety (including any liability for the acts or omissions of
its employees, agents, consultants and subcontractors) to Customer in respect of any claims relating to (i)
Parkeon's performance of the Agreement (ii) any breach of this Agreement (iii) any use made by the
Customer of the Services, or (iv) any representation, statement or act or omission (including negligence) of
Parkeon arising under or in connection with this Agreement.
4.8.2 Notwithstanding any other provision of this Agreement to the contrary or rule of law or statute, in no event
shall Parkeon be liable to Customer for (i) any special, indirect, incidental or consequential loss, costs,
damages, charges or expenses; or (ii) loss of profits, business, contracts, business opportunities, income,
or anticipated savings; or (iii) damage to reputation or (iv) loss or corruption of data or information; or (v)
any degradation which occurs in relation to the network or associated software or hardware of the Customer
as a result of the performance of the Services.
4.8.3 Parkeon Multi -space meters communicate through public cellular communication networks. Parkeon shall
not be liable to Customer for any loss, costs, damages, charges or expenses arising from failures, defects
or limitations of the cellular communication network or any product or service supplied by a third -party in
connection with the cellular communication network. The cellular providers may experience capacity,
interference, equipment and other problems; may make unannounced changes to their Services which
impact communications; may limit, restrict or end the Services. Parkeon's sole obligation under this
Agreement in connection with the cellular communication network is to treat communications problems that
impact Multi -space meters performance as a priority issue and work with the cellular provider to
expeditiously resolve the problem.
4.8.4 Data is saved in accordance with current data protection and back up standards. However, complete
security cannot be guaranteed. In the event of data loss or data errors, Parkeon shall not be held liable
unless the data loss or data error was solely the direct result of gross negligence on the part of Parkeon.
PORT ORCHARD—CONNECTIVITY—SERVICES—AGREEMENT0
AGREEMENT TEMPLATE-V03
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.8.5 Parkeon shall have no liability to Customer for malfunction of third -party systems, acts or omissions of a
third -party, infiltration or disruption of Parkeon services by a third -party by any means, including without
limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any software programs or
technology designed to disrupt or delay the Parkeon's services.
4.8.6 Parkeon's maximum aggregate total liability for damages arising out of or relating to this Agreement,
exclusive of claims by third -parties, shall not exceed an amount equivalent to twenty-five (25%) percent of
the total contract value.
4.8.7 Parkeon makes no warranty express or implied that all security threats, breaches and vulnerabilities will be
detected and/or avoided. Parkeon may be required to reduce or suspend Services for limited periods to
enable technical or maintenance operations to be conducted or upgraded or as the result of an imminent
threat of material harm. Parkeon will use best efforts to minimize inconvenience to the Customer caused
by such reduction or temporary suspension of Services.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.9. EXTENSION OF TIME FOR FORCE MAJEURE
4.9.1 In the event of a Force Majeure incident which does not result in termination of the Agreement per Article
4.5.3.3 above, the end date of this Agreement shall be extended by the period of time that such
circumstance materially and adversely impaired or prevented a Party's ability to perform its obligations
under this Agreement (the "Affected Period"). Immediately upon termination of the Affected Period, the
Affected Party shall resume performance. The Party seeking to obtain a Force Majeure extension of time
must immediately notify the other Party in writing of the nature, details and anticipated effect and duration of
the Force Majeure incident.
4.10. GOVERNING LAW AND JURISDICTION
4.10.1 This Agreement made in two original counterparts in the English language shall be governed by and
construed in accordance with the laws of the State of Washington.
4.10.2 All disputes or claims arising under or in connection with this Agreement shall, in the first instance, be
subject to amicable resolution by the Parties. In the event the dispute or claim cannot satisfactorily be
resolved amicably, the Parties agree to submit such disputes or claim to binding arbitration. Arbitration shall
be held in Moorestown, New Jersey. The commercial arbitration rules of the American Arbitration
Association shall apply. Any judgment, decision, or award by the arbitrators shall be final and binding on
the Parties and may be enforced in any court having jurisdiction over a Party against whom any such
judgment, decision, or award is to be enforced. The Parties shall bear their own costs and expenses
(including attorney's fees) for any arbitration, unless otherwise directed by the arbitrator.
4.11. CONTRACT DOCUMENTS
4.11.1 The contract documents which govern the dealings between the Parties are as follows, listed by order of
precedence:
• Changes, modifications, amendments and extension of this Agreement
• The Agreement including its Appendices,
PORT • • 0
AGREEMENT TEMPLATE - V03
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any pad hereof
4.12. NOTICES
4.12.1 Addresses may be changed by either Party from time to time and shall be notified to the other Party. All
notices and other communication hereunder shall be deemed to have been given as of the date of delivery
by hand, or five (5) working days after posting when mailed by registered or certified mail, postage prepaid,
or twenty-four (24) hours after dispatch if sent by facsimile during business hours of the receiving Party.
Refusal to accept delivery has the same effect as receipt.
4.12.2 Notices or other communications to either Party shall be made in writing and addressed to the relevant
Party at its address as stated below:
PARKEON INC.
Port Orchard, WA
40 TWOSOME DRIVE, UNIT #7
216 Prospect St
MOORESTOWN, NJ 08057
Port Orchard, WA 98366
USA
USA
Attention: Mr. Lionel DEPERROIS
Attention: Mr. Allan Martin
PORT ORCHARD
AGREEMENT TEMPLATE -V03
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.13. GENERAL
4.13.1 This Agreement including appendices and changes, modifications, amendments and extension thereto
represents the entire agreement between the Parties.
4.13.2 This Agreement supersedes and cancels all other agreements, written or oral, between the Parties relating
to the Services.
4.13.3 The failure of any Party to insist upon strict performance of any of the terms or conditions herein,
irrespective or the length of time for which such failure shall continue, shall not be a waiver of that Party's
right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach
or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to
or of any other breach or default in the performance of the same or any other obligation of this Agreement.
No waiver or consent shall be effective unless in writing and signed by the Party against whom such waiver
or consent is asserted.
4.13.4 The terms and conditions of this Agreement shall be binding only upon written agreement signed by the
duly qualified representatives of each Party.
4.13.5 The Parties may amend or modify this Agreement at any time, provided that such amendment(s) or
modification(s) make specific reference to this Agreement, and are executed in writing by a duly authorized
representative of both Parties. Such amendment(s) or modification(s) shall not invalidate this Agreement,
nor relieve or release the Parties from their obligations under this Agreement.
4.13.6 Neither Party shall be bound by any condition, definition, guarantee or representation other than those set
forth in this Agreement.
4.13.7 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or
establishing the relationship of employer and employee between the Parties. Parkeon shall at all times
remain an independent contractor with respect to the Services to be performed under this Agreement. The
Customer shall not be obligated to provide workers' compensation insurance, health or accident insurance
to cover Parkeon for any type of loss which might result to Parkeon or its employees, in connection with the
performance of the Services set forth in this Agreement. The Customer shall not pay any contribution to
Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other
contributions or benefits which might otherwise be expected in an employer -employee relationship, it being
specifically agreed that Parkeon is not an employee of the Customer.
4.13.8 Provided the other Party's prior written consent has been obtained, each Party shall have the right to make
reference to the name, trademarks and logo of the other Party (provided that such reference shall not refer
to the content of this Agreement) in any marketing literature, on all websites, on any media and any
commercial documents and brochures of the other Party.
4.13.9 The Party representatives who execute this Agreement hereby represent and warrant that they have full
and complete authority to act on behalf of Parkeon and Customer, respectively, and that their signatures
below, the terms and provisions hereof, constitute valid and enforceable obligations of each.
.O. ORCHARD CONNECTIVITY
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
4.13.10 In the event any portion of this agreement is declared or adjudged to be invalid or unconstitutional, such
declaration or adjudication shall not affect the remaining provisions of the Agreement, as if such invalid or
unconstitutional provision was not originally a part of the Agreement.
IN WITNESS WHEREOF, THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE
EXECUTED THIS AGREEMENT.
Approved as to Legality and Form:
For Port Orchard, WA
Date: '/ / / I /
Name: Allan Martin as
Title: Treasurer
Signature:
By signing I confirm t at,
-I have read, understood and accepted the general terms and conditions of this agreement.
For PARKEON
Date: 9, /_19 /1_
Name: Lionel DEPERROIS as
Title: Chief Operations Officer for
PARKEON INC.
Signature:
By signing I confi -
I have read, understood and a �..n.rl Irmsand nditions of this agreement.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
APPENDIX A
LEVEL II REMOTE TECHNICAL SUPPORT
Parkeon will provide Level II Remote Technical Support between the hours of 8:OOAM and 8:00PM EST Monday
through Friday excluding company holidays. The primary method of contacting Parkeon is via email:
parkfolio_support@moorestown.parkeon.com
A request number will be generated and can be referred to in correspondence and discussions to the issue.
In a situation where Level I Service is exhausted and is of an urgent nature you may contact Parkeon Level II
Remote Technical Support via telephone at
Toll free: 1 (800) 732 - 6868 x 244.
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AGREEMENT TEMPLATE r
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
Email us at:
APPENDIX B
PARKEON RETURN MATERIALS AUTHORIZATION ('RMA')
SalesAdmin@moorestown.parkeon.com
Phone: Please call 1-800-732-6868 x 245
Hours of operation: Monday — Friday: 8:00 AM — 5:00 PM Eastern Standard Time
All requests for parts, machine changes and miscellaneous sales should be directed to the above contact point.
For parts being returned for repair or replacement a Return Material Authorization (RMA) is required PRIOR to
the physical return of the product:
1. Parkeon will issue an RMA number and provide shipping instructions.
2. Customer will ship the defective parts back to Parkeon and clearly mark the outside of the carton or the
shipping label with the RMA number. Each assigned RMA is limited to 20 individual items.
3. Customer agrees to properly wrap each defective part and package them securely within a box to assure no
further damage will occur to these parts.
4. Customer is responsible for freight charges on items being returned to Parkeon. Parkeon is responsible for
standard ground freight charges of replacements.
5. Once Parkeon has received the defective parts, replacement parts will be shipped within 72 hours via two
(2) business -day delivery if parts are covered under standard warranty. If parts are covered under a
Parkeon Service Contract, replacement parts will be shipped within 24 hours via two (2) business -day
delivery
6. Parkeon will cross reference all parts against its warranty/contract database and determine if the part is
covered. Customer will be notified if parts are not covered under warranty and will be advised of available
options by the Sales Administration Dept.
7. Customer is responsible for testing of parts before returning. Parkeon will inspect and test parts to
determine reason for return. If any parts are determined to be functional with no problem found or found
functional after a standard cleaning procedure, Customer will be charged $175.00 dollars per unit for
Preventative Maintenance charge to clean and restock.
8. Customer is responsible for all replacement charges for parts out of warranty or not covered under contract.
9. Customer is responsible for all expedited shipping charges.
10. Customer should ship all return parts to Parkeon and reorder on a regular weekly basis in order to provide a
smooth flow of replacement parts and eliminate the need for expedited requests. Bulk RMAs (> 20 items) or
multiple RMAs per week will result in processing and handling delays.
PORT ORCHARD —CONNECTIVITY —SERVICES-
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
APPENDIX C
LEVEL I TECHNICAL SERVICE AND MAINTENANCE
Customer is responsible, through its trained staff, for performing Level I Technical service and maintenance for all
Pay Stations covered through this Agreement, as follows.
Technical Services
1. Open Pay Station and remove and/or replace internal components as necessary.
2. Execute self -diagnostic and other repair processes, as shown in service training and described in the Service
Guide and other documentation provided in conjunction with and at the time of training.
3. Install programming changes to the Pay Station using the maintenance procedures that are available at the
maintenance keyboard on the Pay Station and explained during Level I service training.
4. Maintain a log of repair activities performed by the technicians, which will be available for reference purposes
during a call to Level II Technical Support.
5. Ensure that the staff servicing Parkeon's Pay Stations have successfully completed the full training program
provided by Parkeon and maintain the certification level of all staff who service the Pay Stations or operate
ParkFolio back office software system.
6. Complete all prescribed Level I diagnostics and repair steps prior to escalating a service issue to Level II
support.
7. Ensure that only trained Level I service staff initiate support requests to the Level II helpdesk.
8. Use its own qualified IT resource to provide desktop client, server, network, and infrastructure services
necessary to maintain the proper functioning of the ParkFolio system.
9. Provide all information required to open a support request with Parkeon Level II Service and be available to
work with the Parkeon support resource assigned to the support request.
10. Timely complete the recommended Pay Station preventative maintenance process to maximize useful life of the
parts within the Pay Station.
11. Maintain the concrete mounting pad and mounting hardware per installation specifications.
12. Maintain all electrical installation accessories other than those that form an integral part of the Pay Stations as
well as electrical connections to the Pay Stations
13 Maintain a supply of locally -available parts sufficient to meet desired repair timelines. These parts will be
supplied to Parkeon as needed for Level II On -Site Operation.
14. Maintain a log of all parts replacements which will be made available to Parkeon upon demand.
15. Archive data and historical analysis for data older than 90 days.
PORT ORCHARD CONNECTIVITY-SERVICES-AGREEMENT-VO31 of 21
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof
Parkfolio Services
1. Maintain desktop and file server computers, LAN connections, internet connections and other aspects of the
operating environment in a manner that allows the operation of and compatibility with the Parkfolio software.
2. Require all staff using Parkfolio to have successfully completed the full Parkfolio training program as provided
by Parkeon.
3. Design, customize and generate reports using data in Parkfolio.
4. Complete all prescribed Level I diagnosis and repair steps prior to escalating issues for Level (Obtain
appropriate Information Technology or Information Services resources to provide server, network, firewall, and
infrastructure support services, including Web server, authentication software, WebObjects' Monitor, software
installation, application installation on production servers, database connections, and database changes.
5. Provide all information required to open a support request for Parkeon Level II support and be available to work
with Parkeon support resource assigned to the support request.
PARKEON INC., 40 TWOSOME DRIVE - UNIT 7, MOORESTOWN NJ 08057, USA
PARKEON proprietary and confidential document. PARKEON written consent required prior to release of any part hereof