1 SECOND AMENDMENT TO THE AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND PAYBYPHONE TECHNOLOGIES INC.
THIS SECOND AMENDMENT TO THE AGREEMENT FOR PROJECT SERVICES (“Second Amendment”) is made and entered into on April 2, 2024, by and between the City of Redondo Beach, a chartered municipal corporation (“City”), and PayByPhone Technologies, Inc., a British Columbia corporation (“Contractor” or “Consultant”).
WHEREAS, on October 19, 2021, the parties entered into an Agreement for Project Services between the City and Contractor (the “Agreement”); and
WHEREAS, on May 16, 2023, the parties entered into the First Amendment to the Agreement between the City and Contractor (the “First Amendment”); and WHEREAS, the parties desire to amend the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendment to the Agreement:
1. SCOPE OF SERVICES: Exhibit “A” of the Agreement is hereby amended to add Exhibit “A-1”, which adds Section I.I SMS Services. Exhibit "A-1" is attached hereto and incorporated by reference.
2. COMPENSATION. Exhibits “C” to “C-1” of the Agreement are hereby amended to add Exhibit “C-2”, which increases the convenience fee and adds SMS transaction fees. Exhibit “C-2” is attached hereto and incorporated by reference. Contractor shall be compensated for the services described in Exhibit “A” of the Agreement.
3. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, and this Second Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, First Amendment, and this Second Amendment, the terms of this Second Amendment shall govern.
2 IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 16th day of April, 2024.
CITY OF REDONDO BEACH, PAYBYPHONE TECHNOLOGIES INC.,
a chartered municipal corporation a British Columbia corporation __________________________ By: _______________________
James A. Light, Mayor Name: Nick Hamill
Title: CFO
ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Michael W. Webb, City Attorney
3 EXHIBIT “A-1”
SCOPE OF SERVICES
CONTRACTOR’S DUTIES
I. SMS SERVICES
1. Contractor’s Services to Customers
The parties acknowledge that Contractor’s service users hold the Contractor’s account and/or use Contractor services under terms of service established by Contractor. Under these Contractor terms of service and any additional terms of use, Contractor, its affiliates, or its partners may offer users various services and products, including, but not limited to, insurance products, services related to electric vehicle charging, and any other product or service that may be developed in the future. However, notwithstanding the foregoing, Contractor must obtain the City's prior written consent before charging a fee to users for any new service or product during the parking transaction (the “Add-on Service”). Contractor shall provide the City with at least thirty (30) days written notice of its intent to introduce any Add-on Service detailing the nature and scope of the proposed offerings. If any Add-on Service is not optional for the user, the City shall have the right to consent to or reject any such new offerings in its sole discretion. In the event that the City rejects any such Add-on Service, either party may terminate the Agreement with at least thirty (30) days written notice to the other. Except as expressly set out in this Agreement, City acknowledges and agrees that nothing in this Agreement shall limit or restrict Contractor’s ability to offer users any add-on services and products at Contractor’s sole discretion. Except as otherwise expressly set forth in this Agreement, City shall not receive any fees in relation to Contractor’s provision of any add-on services and products to the Contractor users.
Contractor may offer users an option to receive service communications by SMS text (“SMS Communications”), including reminders to extend a parking session and confirmations of successful registration for a parking session. City agrees that, at any time during the Term, Contractor may charge any users who opt into these services a fee (“PBP SMS Fee”) for each SMS Communication sent by Contractor with respect to an initial parking session or extension of a parking session and may set the amount of the PBP SMS Fee with reference to the cost Contractor incurs in delivering this optional service. At the time of entering into this Agreement, the PBP SMS Fee is equal to $0.20 inclusive of taxes payable by the user. Contractor will provide notice to the City in writing thirty (30) days prior to any increase in the amount of the PBP SMS Fee, and such an increase will only take effect following an amendment to this Agreement. Contractor shall be responsible for any taxes applicable to the PBP SMS Fees.
Contactor records will be conclusive evidence with respect to the amount of PBP SMS Fees collected during a billing period. The PBP SMS Fees will be added to 4 the total charged to the user in respect of a parking session or extension of a parking session. Unless under the terms of the Agreement Contractor is designated as the merchant of record for parking fees paid using Contractor mobile payment service, Contractor and Client agree to designate Client as the merchant of record for any PBP SMS Fees only. In that case, Client will collect Contractor’s PBP SMS Fees and remit to Contractor. Remittance will be made via electronic payment or cheque and may be included in the amount that also includes fees payable by Client to Contractor under this Agreement.
5 EXHIBIT "C-2"
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
1. AMOUNT. Effective April 16, 2024, the transaction fees shall be amended as follows.
TRANSACTION FEES
Convenience Fee1
City pays to Contractor per transaction
(City will charge driver a non-embedded, on-top of price of parking convenience fee) Effective Date Fee
04/16/2024 - 04/01/2025 $0.30
04/16/2025 - 04/01/2026 $0.32
04/16/2026 - 04/01/2027 $0.45
Monthly minimum of total transaction charges Waived
SMS Transaction Fee2
Effective Date Fee
04/16/24 $0.20
Contractor shall be paid in accordance with the table. All amounts indicated in the table are excusive of any and all taxes, including those applicable on fees paid by the driver. City will pay such taxes. All prices are stated, and City shall pay, in US dollars.
NOTES:
1. The convenience fees refer to the charges applied by the Contractor for customers using the app to pay the parking meter. Where convenience fee is added to customer’s cost of parking, any change in the convenience fee will not affect the price City will pay to Contractor per transaction. The convenience fee may only be increased by mutual written agreement of both parties.
2. The SMS transaction fee is an optional charge incurred if the customer opts to use the app’s feature to send a text message reminder about the impending expiration of their parking meter time, in forming the customer that they must either pay for additional time or vacate the parking spot.
See below
Local Canada General Liability
Policy#: CGL 327350
Period: 7/10/23-24
Insurer: Chubb Insurance Company of Canada
Limits:
- $2M Agg./$1M Occ. for Bodily Injury & Property Damage; - $2M Products & Completed Operations;
FLEETTEC
12/7/2023
Jack Holder
Commercial Lines - (404) 923-3700 470-875-0359 610-537-1929 USI Insurance Services LLC [email protected]
1 Concourse Parkway NE, Suite 700
Atlanta, GA 30328 ACE American Insurance Company 22667
Federal Insurance Company 20281
PaybyPhone Technologies Inc. Beazley Insurance Company 37540 600-1290 Homer St. Munich Reinsurance America 10227
Vancouver, BC V6B 2Y5
15790846
X
A CXC D67243882 003 1,000,000 07/10/2023 07/10/2024
X 1,000,000 Foreign General Liability
50,000
1,000,000
2,000,000
2,000,000
A CXC D67243882 003 07/10/2023 07/10/2024 1,000,000
Foreign Automobile
X X
X X
B
7818-85-91 07/10/2023 07/10/2024 2,000,000
2,000,000
C Crime V23BD5230601 07/10/2023 07/10/2024 $1,000,000
City of Redondo Beach
401 Diamond Street Police Department
Redondo Beach CA 90277
Certificate of Insurance (Con't)
Certificate Of lnsurance-Con't
Client Code: FLEETTEC SID: 15790846
OTHER Coverage
INSR
LTR
TYPE OF INSURANCE ADDL
INSR
WVD
SUBR
POLICY NUMBER EFFECTIVE DATE
(MM/DD/YY)
EXPIRATION DATE
(MM/DD/YY)
LIMIT
D Professional Liability/Cyber FN2303987 7/10/2023 7/10/2024 $2,000,000 Additional Remarks Schedule (Continued from Page 1)
Additional Remarks Schedule-Con't
Client Code: FLEETTEC SID: 15790846
- $1M Personal & Advertising Injury
- $500K Tenants Legal Liability
- $1M Non-Owned Autos
- Employers Liability & Cross Liability Included
PaybyPhone was acquired by FleetCor and is included in the FleetCor's insurance program effective 9/15/2023. The City of Redondo Beach, its officers, elected and appointed officials, employees and volunteers are included as Additional Insureds on the Commercial General Liability policy, when required by written contract.