Agreement Terms & Conditions | Parking Management

Parking Management Services Agreement

Parking Management.Net, LLC

PARTIES.

This Parking Management Service Agreement ("Agreement") is entered into by and between PARKING MANAGEMENT.NET LLC ("Company"), with its principal place of business at 123 Main Street, Anytown, USA, and the Client as identified in the applicable Statement of Work ("SOW") ("Client"). Collectively, the Company and the Client may be referred to as the "Parties" or individually as a "Party". The specific details of the Client, including the Client's address and contact information, will be set forth in the SOW, which is incorporated herein by reference.

PURPOSE.

The purpose of this Agreement is to establish the terms and conditions under which Company will provide property management services, specifically focusing on parking lot management, to the Client. This Agreement outlines the general terms applicable to all services provided, while specific services, pricing, and client requirements will be detailed in individual Statements of Work (SOWs) executed by both Parties.

SCOPE OF SERVICES.

Scope: The Company agrees to provide parking management services to the Client as specified in the applicable SOW, which is incorporated herein by reference. The scope of services under this Agreement shall include, but is not limited to, the following key elements:

Service Description: The specific services to be provided by the Company, including any parking management tasks, maintenance, monitoring, and enforcement activities, will be detailed in each SOW. The SOW will outline the precise nature of the services, performance standards, and any deliverables.

INDEMNIFICATION.

Indemnification by the Client: The Client shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, suits, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

1. Any breach by the Client of any term, condition, representation, or warranty contained in this Agreement or any applicable SOW.

Any negligent, reckless, or willful misconduct by the Client or its employees, agents, or contractors.
Any claims by third parties arising from or related to the Client's use of the services provided under this Agreement, including but not limited to property damage or personal injury.

Indemnification Procedure: The indemnified Party shall promptly notify the indemnifying Party in writing of any claim, demand, suit, or action for which it seeks indemnification under this Agreement. The indemnifying Party shall have the right to control the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim in a manner that imposes any liability or obligation on the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld. The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any such claim and may, at its own expense, participate in the defense with counsel of its own choosing.

Survival: The obligations of the Parties under this Indemnification provision shall survive the termination or expiration of this Agreement.

LIMITATION OF LIABILITY.

Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability: THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions: The limitations and exclusions of liability set forth in this provision shall not apply to:

1. Liability for death or personal injury caused by the Company's gross negligence or willful misconduct.

Liability for fraud or fraudulent misrepresentation.
Any other liability that cannot be excluded or limited by applicable law.

Allocation of Risk: The Parties acknowledge and agree that the limitations of liability set forth in this provision are a fundamental basis of the bargain and reflect a fair allocation of risk between the Parties. The fees charged by the Company under this Agreement are based in part on these limitations.

Survival: The limitations of liability contained in this provision shall survive the termination or expiration of this Agreement.

TERMINATION.

Termination for Convenience: Either Party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other Party. Upon such termination, the Client shall pay the Company for all services rendered and expenses incurred up to the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach of any term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Automatic Termination: This Agreement shall automatically terminate without notice upon the occurrence of any of the following events:

The dissolution or bankruptcy of either Party.
The failure of the Company to maintain necessary licenses or permits required for the performance of services under this Agreement.
Any governmental or regulatory action that prohibits the performance of the services under this Agreement.

Effect of Termination:

Upon termination of this Agreement, the Company shall cease all services and return any Client property, including but not limited to, documents, materials, and equipment, in its possession.
The Client shall pay the Company for all services performed and reimbursable expenses incurred up to the effective date of termination. In the event of termination for cause by

the Company, the Client shall also pay the Company for any costs or damages resulting from the termination.

3. All provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, confidentiality, indemnity, and limitations of liability.

Final Accounting and Payment: Within thirty (30) days following the termination of this Agreement, the Company shall submit a final invoice for services rendered up to the effective date of termination. The Client shall pay the final invoice within thirty (30) days of receipt.

Dispute Resolution: In the event of a dispute regarding termination, the Parties agree to engage in good faith negotiations to resolve the dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation before pursuing any other remedies.

Notice of Termination: All notices of termination shall be delivered in accordance with the notice provisions set forth in this Agreement and shall be effective upon receipt by the non-terminating Party.

DISPUTE RESOLUTION.

Good Faith Negotiations: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to first attempt in good faith to resolve such Dispute through informal discussions and negotiations for a period of thirty (30) days from the date of written notice by one party to the other of the Dispute.

Mediation: If the Dispute is not resolved through informal negotiations within the said thirty (30) day period, the parties agree to participate in a non-binding mediation in Colorado before a mutually agreed upon mediator. The costs of the mediator shall be shared equally by the parties.

Arbitration: If the Dispute remains unresolved after mediation, either party may initiate binding arbitration in Colorado, in accordance with the rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if they cannot agree, appointed by the AAA. The arbitrator's decision will be final and binding on the parties, and judgment on the arbitrator's award may be entered in any court having jurisdiction.

Costs and Fees: Each party shall bear its own attorneys' fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and the AAA; however, the arbitrator shall be authorized to determine whether a party is the prevailing

party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys' fees, costs, and disbursements (including, for example, expert witness fees and expenses, and photocopy charges).

Venue: All mediations, arbitrations, or any other proceedings to resolve Disputes hereunder shall be held in Colorado, and the parties hereby consent to and waive any objection to such venue.

Exceptions: Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction in Colorado, without first undergoing mediation or arbitration.

GOVERNING LAW.

Choice of Law: THIS AGREEMENT AND ANY DISPUTES ARISING OUT OF OR RELATING TO IT ("DISPUTES") SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISIONS (WHETHER OF THE STATE OF COLORADO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Jurisdiction: To the extent that any court action is permitted hereunder, the parties hereby consent to the exclusive jurisdiction and venue of the federal and state courts located within the State of Colorado, and agree that all disputes shall be resolved in such courts. Each party waives any objection it may now or hereafter have to the laying of venue of any litigation brought in any such court, and any claim that any such litigation has been brought in an inconvenient forum.

Service of Process: Each party acknowledges and agrees that any legal action or proceeding arising out of or relating to this Agreement may be instituted in the aforementioned courts, and to that end waives any objection which it may now or hereafter have to the laying of venue of any such action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Further, each party hereby consents to the service of process by registered or certified mail, postage prepaid, or overnight courier with tracking capabilities at their respective addresses set forth in the introductory paragraph of this Agreement.

Waiver of Jury Trial: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, OR SUIT (IN CONTRACT, TORT, OR OTHERWISE), INQUIRY, PROCEEDING, OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.

AMENDMENT.

Written Agreement Required: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Reference to Original Agreement: Any amendment or modification agreed upon by both parties shall reference the date of this Agreement, the section(s) of this Agreement to be amended or modified, and the effective date of such amendment or modification.

Consistency with Applicable Laws: All amendments or modifications to this Agreement must be consistent with and not in violation of any applicable laws, rules, or regulations. If any amendment or modification is found to be in conflict with such laws, rules, or regulations, it shall be null and void, but the remainder of this Agreement shall continue in full force and effect.

Binding Nature: Any amendment or modification to this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Entire Agreement Supersedence: Once an amendment or modification is executed, this Agreement, as amended or modified, represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

ENTIRE AGREEMENT.

Full Understanding: This Agreement, together with any schedules, exhibits, appendices, and referenced documents, constitutes the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings, both oral and written, between the parties relating to the same subject matter.

Precedence: In the event of any conflict between the main body of this Agreement and any schedules, exhibits, appendices, or referenced documents, the provisions of the main body of this Agreement shall prevail unless expressly stated otherwise in the conflicting provision.

Acknowledgment: The parties acknowledge that they have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained or referenced herein.

Reliance: The parties further acknowledge and agree that they are relying solely on their judgment and have been advised to consult with their respective legal counsel regarding the terms and implications of this Agreement and have either done so or chosen not to do so.

Void Provisions: Should any provision of this Agreement be found or held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

No Oral Modifications: This Agreement may not be modified, amended, or any rights hereunder waived, except as expressly provided in this Agreement or in a writing signed by both parties.

WAIVER.

No Implied Waivers: The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of the same provision.

Written Requirement: Any waiver of any provision of this Agreement, to be effective, must be in writing and signed by the party against whom such waiver is to be enforced.

Continued Validity: No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

No Assumption of Compliance: Nothing in this Agreement shall be construed to obligate either party to waive any rights, remedies, claims, or defenses it may have under the law, and no action taken in accordance with this Agreement, including but not limited to any investigation by or on behalf of any party, shall be deemed to constitute a waiver of any rights, remedies, claims, or defenses.

HEADINGS.

Purpose: The headings, subheadings, and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. They do not form a part of the substantive content and shall not be used in the interpretation or construction of any provision herein.

No Legal Effect: The inclusion of headings, subheadings, and captions in this Agreement is solely for the purpose of enhancing readability and does not suggest, indicate, or imply any specific prioritization, emphasis, or importance to the respective sections they introduce.

Independence from Content: Any ambiguity or discrepancies between any heading, subheading, or caption and the content it precedes shall be resolved in favor of the content, irrespective of any perceived intent or implication of the heading.

SEVERABILITY.

Intent of Parties: It is the intent and express wish of the Parties to this Agreement that the provisions contained herein be enforceable to the fullest extent permissible under law.

Invalidity or Unenforceability: In the event that any provision or part of a provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part thereof shall be modified, if possible, to the extent necessary to render it valid, legal, and enforceable, in such a manner as to preserve the original intent of the Parties as closely as possible.

Isolation of Invalidity: If modification is not possible or if such modification would frustrate the original intent of the Parties, then such provision or part thereof shall be severed from this Agreement, and all other provisions hereof shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never been included.

Continued Effectiveness: The invalidity, illegality, or unenforceability of one or more provisions of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of the Agreement in such jurisdiction or the validity, legality, or enforceability of this Agreement in any other jurisdiction.

ASSIGNMENT.

Restrictions on Assignment: Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned, transferred, delegated, or sublicensed by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Any purported assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void and of no force or effect.

Permitted Assignees: Notwithstanding the foregoing, either Party may assign this Agreement without the other Party's consent to (a) an Affiliate or (b) in connection with a merger, consolidation, acquisition, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement.

Binding on Successors and Assigns: Subject to the restrictions on assignment contained herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Notification of Assignment: In the event of any permitted assignment, the assigning Party shall provide prompt written notice to the other Party, detailing the nature of the assignment and the identity of the assignee.

COUNTERPARTS.

Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts together shall constitute one and the same instrument. Signatures delivered by facsimile, email in

portable document format (PDF), or other electronic means shall be deemed to be original signatures.

Delivery of Counterparts: Delivery of an executed counterpart of this Agreement by facsimile, email in portable document format (PDF), or other electronic means shall be as effective as delivery of a manually executed counterpart.

Authority to Execute Counterparts: Each Party represents and warrants that it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on its part.

Binding Effect: Each counterpart of this Agreement executed and delivered by the Parties shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Original Documents: Each Party agrees to promptly deliver to the other Party an original executed counterpart of this Agreement.