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Home My WebLink AboutC-8644-1 - Purchase and License Agreement for Multi-Space Pay StationsAMENDMENT NO. ONE TO PURCHASE AND LICENSE AGREEMENT WITH T2 SYSTEMS CANADA, INC. FOR MULTI -SPACE PAY STATIONS THIS AMENDMENT NO. ONE TO PURCHASE AND LICENSE AGREEMENT ("Amendment No. One") is made and entered into as of this 11th day of March 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and T2 SYSTEMS CANADA, INC., a Delaware corporation ("Contractor", "72 Systems, Inc.", 72C", "72" ), whose principal address is: 4105 Grandview Highway, Burnaby, British Columbia VSC, Canada and whose entity address on file with the California Secretary of State is: 8900 Keystone Crossing, Suite 700, Indianapolis, IN 46240, and is made with reference to the following: RECITALS A. On April 1, 2021, City and Contractor entered into a Purchase and License Agreement ("Agreement") to provide multi -space pay stations and corresponding software and services ("Project" or "Services"). B. The parties desire to enter into this Amendment No. One to reflect additional Products and Services not included in the Agreement, to extend the term of the Agreement to January 30, 2030, to increase the total compensation, and to update the insurance requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK As of the effective date of this Amendment No. One, Exhibit A to the Agreement shall be amended in its entirety and replaced with the Scope of Services and Schedule of Billing Rates, attached hereto as Exhibit A and incorporated herein by this reference ("Products" or "Project or Services"). Exhibit A to this Amendment No. One shall be known as "Exhibit A" to the Agreement. The City may elect to delete certain Products or Services within the Scope of Services at its sole discretion. 2. TERM Section 3.1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on January 30, 2030, unless terminated earlier as set forth herein." 3. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Million Four Hundred Forty Six Thousand One Hundred Twenty Six Dollars and 04/100 ($1,446,126.04), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor shall submit monthly invoices to City describing the Work performed the preceding month." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subcontractor fees, in an amount not to exceed Seven Hundred Eighty Five Thousand One Hundred Twenty Two Dollars and 04/100 ($785,122.04). 4. INSURANCE As of the effective date of this Amendment No. One, Exhibit B to the Agreement is amended in its entirety and replaced with the Exhibit B attached hereto and incorporated herein by this reference. 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] T2 SYSTEMS CANADA, INC. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: A rbn C. Harp a/ s City Attorney av/s ATTEST: Date:�� r By: 4, wl :• City Clerk l2-tIF09-7:� Attachments CITY OF NEWPORT BEACH, a California rnunicipal corporation Date: 13 2 By: Joe 4(114 n May r CONTRACTOR: T2 SYSTEMS CANADA, INC., a Canadian corporation Date: Signed in Counterpart By: Lin Bo President Date: 0 Signed in Counterpart Matt Alameda Senior Vice President [END OF SIGNATURES] Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — Insurance Requirements T2 SYSTEMS CANADA, INC. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:6s<- By:� A n Harp Cify Attorney ATTEST: Date 0 Leilani 1. grown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Joe Stapleton Mayor CONTRACTOR: T2 SYSTEMS CANADA, INC., a Canadian corporation Date: By: Lin Bo President Date: By: Matt Alam Senior Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — Insurance Requirements T2 SYSTEMS CANADA, INC. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below, APPROVED AS TO FORM: CITY ATTORNEYS OFFICE Date: By: City Attorney ATTEST: Date: By: Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Joe Stapleton Mayor CONTRACTOR: T2 SYSTEMS CANADA, INC,, a Canadian Gorporation Date: M a:IA 4, 2-o -z-1 By-, Lin Bo, President Date: By Matt Alameda Senior Vice President [END OF SIGNATURES) Attachments: Exhibit A — Scope of Services and Schedule of Bill1ing Rates Exhibit B — Insurance Requirements .. ..... ... .. T2 SYSTEMS CANADA, INC. Page 3 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES EXHIBIT A to Amendment 1 SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES 1. INTRODUCTION T2 Systems Canada Inc. (72") is engaged to partner with the City of Newport Beach ("Customer") for the purchase of paystations and equipment, corresponding software, and payment processing services as identified below ("Solution"). This Scope of Services outlines the general scope, and associated responsibilities required to implement the quoted Solution. The active participation by both T2 and Customer project teams is crucial to the process, as deliverables are time sensitive and require task coordination and completion by multiple resources. This Exhibit A - Scope of Services and Schedule of Billing Rates, and its sub -exhibits A- 1 through A-7, are incorporated by reference and shall be governed by the terms of the executed Purchase and License Agreement entered into between the parties concurrently herewith ("Agreement"). 2. Project Term The parties anticipate that T2's Services as set forth herein will begin on the Effective Date of Amendment No. One to the Agreement ("Start Date"). 3. Project Overview This Scope of Services covers what was documented and agreed to be implemented during the sales process and supersedes all prior agreements pertaining to this project. It does not cover perceptions or assumptions based on conversations, written or solution demonstrations that took place outside of the process. The scope of this project is: -T2 will deliver up to eighty six (86) Luke II paystations with the features and accessories as shown in attached at Exhibit Al-A5. Delivery and replacement are contingent upon the condition and life expectancy of the existing pay stations at the time of replacement. The following outlines the potential pay station replacements within the next five (5) years, subject to the continued assessment of their condition: Quote# # of Pa stations Amount Q-4190.G 31 2014 replacements $283,251.73 Q-4715.A 5 2017 replacements) $45,775.75 Q-48016 16 2015 replacements) $146,696.51 Q-48017 32 2016 replacements) $293,264.13 Q-48025 2 2018 replacements) $16,133.92 Total $785,122.04 Paae 1 T2 shall notify the City of Newport Beach in writing prior to the delivery of any Pay Stations for replacement under this agreement. -Services included in the initial cost are: Digital Connect Activation fee, Merchant Account Setup charge and Terminal Setup charge. Pricing for these services are identified in the pricing sheet attached at Exhibit Al -A5. -T2 will deliver the pay stations to: LAZ Parking California LLC — C/O City Newport Beach 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 -T2 will deliver all other equipment to: LAZ Parking California LLC's Office 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 -Customer's parking management contractor will be responsible to complete the installation of the pay stations, EMV Readers and Electronic Locks and to manage the initial two (2) year warranty, and the optional extended warranty to commence in year three. -Monthly fees will be charged for Digital Iris support subscription services, Digital Connect (wireless data services) and T2 SecurePay (EMV processing), to be paid by Customer's parking management contractor. Extend by Phone and Coupon Code creation are included in the Digital Iris services. -T2 will provide the Customer with one (1) administration account (login and Password) to access the Digital Iris Services on the T2 system. -New equipment warranty is for a two-(2) year period. The optional extended annual warranty fee will begin on year three (3) of Agreement. 4. Project Management T2 and Customer will each appoint a Project Manager as a single point of contact and manage all activities on the project, as of the project start date. 5. T2 Responsibilities 1. Provide appropriate knowledge transfer and guidance such that Customer can effectively carry out your project responsibilities. 2. T2 Systems will work with Customer to design an initial project plan. T2 will be responsible to manage and maintain the T2 project plan and communicate major milestones. 3. Management of all required T2 Systems resources allocated and tasks assigned to the project. Paae 2 6. Customer Responsibilities 1. Provide its expertise such that T2 can effectively carry out its project responsibilities. 2. Manage and maintain its internal project schedule. T2 will work with Customer to develop a project schedule. 3. In a reasonable and timely manner, complete any acceptance testing and formal deliverable sign -off. 7. Hardware Contractor shall provide the hardware and accessories as shown in Attachment Al -A5. Contractor shall deliver pay stations to Newport Beach City Yard C/O LAZ Parking California LLC at 2600 Newport Blvd, Suite 106, Newport Beach, CA 92663 as shown in attached at Exhibit Al -A5. 8. Services and Shipping and Handling Contractor shall provide activation, merchant set up, and terminal set up services in an amount not to exceed the total specified in Exhibit Al -A5 attached hereto. Contractor shall provide shipping for all hardware as specified in Exhibit Al -A5 attached hereto. Shipping rates will be based on prevailing market conditions at the time of shipment, but shall not exceed $756 per unit and shall remain within a reasonable and competitive market range. The Contractor shall provide a detailed freight estimate in writing for each shipment, taking into account quantities, shipping methods, and requested delivery dates, prior to finalizing any purchase orders. 9. Data/Software Services Contractor shall provide its Digital Iris portal software and support services, which shall include Extend by Phone and coupon code creation capabilities, for a monthly fee of $39 per pay station, which shall be paid by City's parking management contractor. Contractor shall also provide Digital Connect for a monthly fee of $20 per pay station and EMV processing for a monthly fee of $20 per pay station, which shall be paid by City's parking management contractor. Contractor shall provide City with one (1) administrative access account. Paae 3 Monthly fees Digital Iris Digital Connect EMV Subtotal Annual Subtotal 5 Year Subtotal Warranty 12 mos for years 3-5 on 5 year contract 10. Warranty S 39.00 142 5 5,538.00 $ 20.00 142 5 2,840.00 includes 2,000 transac $ 20.00 142 5 2,840.00 5 11,218.00 S 134,616.00 5 673,080.00 $ 450.00 142 S 63,900.00 annual fee - Contractor shall provide a warranty for new equipment for the first two years of this agreement. The extended annual warranty is included for a fee in the amount of $450 per pay station, which shall be paid by City's parking management contractor, and shall be payable at the commencement of the third year of this Agreement. Project Term and Change Management The parties anticipate that T2's Services will begin 10 business days after Customer authorizes T2 to commence work. The parties estimate that delivery of goods will be complete within 120 days from the date of T2 receiving the signed quote. The timeline may be extended, if necessary, due to availability of required Equipment and Software or T2 personnel, up to ninety (90) days. T2 shall not be responsible for necessary extensions of the timeline due to client availability, or client changes to the Project scope or functional specification. In addition to schedule changes, client changes in the Project may result in additional fees such as Project re -engagement and/or Change Orders, which will require prior written consent of Customer prior to said changes being approved and incorporated into the Agreement. In the event that the scope changes, the Customer will be notified in advance and must provide written approval (via a signed Change Order) to proceed. The new scope will not proceed until the Change Order is executed. 11, Authorization to Begin Work Delivery of the Services is dependent upon receiving written authorization from the Customer. Customer will notify T2 when T2 is authorized to commence work on this Project as currently defined. Paae 4 Luke'9 II THE INDUSTRY STANDARD FOR BOTH ON -AND OFF-STREET PARKING ENVIRONMENTS The Luke II Multi -Space Pay Station sets the standard for high performance in both on- and off-street environments. Super versati le and highly configurable, Luke II is a great option for any operation. Its flexible rate structures and diverse payment options -all able to be configured remotely - help drive and maximize revenue. Luke II accepts bil Is, coins, and credit cards and features an easy -to -understand payment flow, creating user-friendly experience for all patrons Powered by an optional solar panel and 4G LTE communications, it's designed for high performance in any environment. Luke II is builtwith the robust T2 Luke Pay Station platform and integrates with IrisT",TY-S cloud -based back end software. Luke II exceeds customer service expectations and delivers superior performance. Features For Parkers • Range of convenient payment options such as coins, bills, credit cards, smart cards, passcards (value cards, campus cards, coupons, and Pay -by -Phone services • Contactless payments for rapid parking transactions • Extend -by -Phone service provides expiry reminders and the ability to add time via mobile phone Large color screen that is easyto read • Prompts in multiple languages • Abilityto pay for parking or add time using any pay station in the system • Coin escrowrefunds consumers' money upon a cancelled transaction • 36-key full alphanumeric keypad for easy license plate entry • Easily recognizable design identifies machine as a parking pay station Features For Parking Operators • Separate maintenance and collections compartment for enhanced security • Theft -resistant design to protect coin, bills, and internal components • Enhanced locking mechanism and electronic lock supportforadded security • PClcompliant and PA-DSSvalidated system ensures creditcard data security • Pay-and-Display,Pay-by-Space, and Pay -by -License Plate on the same pay station • Remote configuration of rates and policies saves time and money • Integration with leading parking technology partners for a complete solution • Flexible rate structures and diverse payment options can increase revenue • Reduced maintenance and collections costs • Real-time credit card processing to reduce processingfees and eliminate bad debt • Real-time reporting and alarming • Complete audittrail and rich analytics Paae 5 FWAN• ■ , r T2 Systems Is trip largest pocking terhnolog'p provider in Nurth Americi. Nith mere than 24 years In the parking inoustry and currently servi,g thousands of porb:ma professlonols, T2 :ntegrote the best people, processes, and technic ogy for powerful, hlgh perfarmance, and secure por�.lrg salutlans. Its open technology and processes Ere used to manage more than 2DO million parking transactions for o'rer 2 allicn dollars annuo Iy ❑cross all 5G states and ten crovnces n �-onod❑ Customers rely on T2 for rnJltl space Toy stations, permit management, enfartement, LPR, PARCS business Intelligence, veh¢le reuntistg, utotlen services, and event parking. To learn more about T2's reliable and innovative parking technology solutions, visit T2systems.com. LUKE II SPECIFICATIONS Cabinet i2gaugecoldrofledsteelprorected»6thananticorrosion coaring Payment Options Coins,bilk, credit cards, mnracdesspaymer,m smart cards, ,alup cards, campus cards, couponss. P=-y-by-Phone services; coin escrowop[iara! Card Reader Cards arenoringested-nomovingparts,reads Tracks ;2, and3 ofailmagneticstripe cards cosnformingto6O78ro and78rr; reads and writes ro chipbased Smarr cards confanningro 1SO78io and,,8&6 Bill Stacker ;Coo-bib-joacirj(US arfj) Printer 2-naceiprwidth Standard Display Colorbacrlic L CD kvrh 640x:980 re.50i • Keypad 38-keyalphanumeric vikh tactilebuttons Locks Car bere-keyedtzvicemc-hour removalof!ockcylinder electrorklocks opdonal Charcoal Gray Access separatecomparrmentsformainternsme,andcoliecions Premium Communication Options GS+A., CD62-1 Ethemet Environmental Requirements -4o'Fro 74o'F[-4o'c ro6o°C'7)';n?laivehumid V.. up tng,5;1S Pourer T20IvAC;slrmiine soiarpanei optional Jet Blade Pebble Gray PacingGreen Operational Modes PayandDi°4*Aay-by-SpacnPayby,License Plate -7 Multilingual Support Up to fourfarguages using Roman ornon-Roman characters Audible Alarm Semeshockandvgwadon Marine Blue CtnaYellow Color Charcoalgr-ay,-ox!ors oprionaf Standards ULXSAapproved,ADA compliw4PCIcompffant;PA-DSSvalidated v rffwFwx*F—Jw—iLx+renid tames 4-F(xtJa ibmrtwth:�tift—A—W--Frn Paae 6 Exhibit Al - T2 Systems - Quotation (2014 Paystation Replacements) SYSTEMS A VEPPA MOBILITY COMPANY Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: Poppy Guloien Prepared For: Janine Williamson Services For: City of Newport Beach Quote: Q-41490 Date: 3/14/2024 Expires: 3/31 /2025 Ship To: LAZ Parking - Newport Beach 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 United States Janine Williamson (949) 644-3142 jwilliamson@newportbeachca.gov EIN:95-6000751 Product..Product 100.0106 T2 DataConnect Activation Fee LTE Verizon USD 30.00 20.00 60.000 USD 12.00 USD 240.00 100.7113 T2 Secure Pay -Terminal Setup Charge USD 25.00 20.00 0.000 USD 25.00 USD 500.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. 100.0057 Remote Training - up to 6 hours USD 500.00 1.00 0.000 USD 500.00 USD 500.00 20 LUKE II Coin Bill CC (EMV)Solar Modems TOTAL: USD 1,240.00 100.7113 T2 Secure Pay -Terminal Setup Charge USD 25.00 11.00 0.000 USD 25.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. USD 275.00 1100.0067 INo Training IUSD 0.00 11.00 10.000 IUSD 0.00 I USD 0.00 Training included in first bundle 11 LUKE II Coin Bill CC (EMV)Solar Ethernet TOTAL Paae 7 USD 275.00 Hardware Product..Product 104,0001 Luke II/Luke Cosmo Bundle lubu 0.00 120.00 10.000 JUSID 0.00 USD 0.00 900.0107 Luke® II+ G1 Coin Bill P2PE Solar JUSID 17,316.00 120.00 160.000 JUSID 6,926.40 USD 138,528.00 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. 880.4129 Platform - Pay Station 8 - L2 USD 0.00 20.00 0.000 USD 0.00 USD 0.00 Software Maintenance subscription is a requirement for upgrades and ongoing support for PS8. Ongoing subscriptions are billed annually. 880.4030 Lock-Maintenance-C Included 20.00 0.000 Included USD 0.00 Keycode: 145 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 USD 26.40 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 Lock-Electronic-L2 - Collections (non -discountable) USD 230.00 20.00 0.000 USD 230.00 USD 4,600.00 Keycode: 145 Client must source the following components from Medeco: Electronic lock software and programming station. -Electronic Key NOT included / quoted. Can be added to quote if needed. Added cost $675.00 (Non discountable) 880.4104 Modem Kit -Internal LTE Verizon L2V5/LC USD 920.00 20.00 60.000 USD 368.00 USD 7,360.00 460.0052 SIM CARD-T2 DataConnect- Verizon, KORE USD 30.00 20.00 60.000 USD 12.00 USD 240.00 115.0108 Coin Canister-1-2 USD 600.00 40.00 60.000 USD 240.00 USD 9,600.00 includes collection spares 115.0132 Bill Stacker 1000 Note-1_2 USD 485.00 40.00 60.000 USD 194.00 USD 7,760.00 includes collection spares 450.0033 Key -Bill Stacker Access-L2 USD 30.00 1.00 60.000 USD 12.00 USD 12.00 450.0006 Key - Coin Canister - C USD 10.00 1.00 60.000 USD 4.00 USD 4.00 100.1110 Multilingual Software USD 340.00 20.00 100.000 USD 0.00 USD 0.00 included with PS8 880.4040 Coin Shutter-1-2/1-C USD 125.00 20.00 60.000 USD 50.00 USD 1,000.00 20 LUKE II Coin Bill CC (EMV)Solar Modems TOTAL:1 USD 169,143.60 Page 8 Product..Product 104.0001 ILuke II/Luke Cosmo Bundle JUSD 0.00 11.00 10.000 USD 0.00 1 USD 0.00 900.0107 Luke® II+ G1 Coin Bill P2PE Solar USD 17,316.00 11.00 60.000 USD 6,926.40 1 USD 76,190.40 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. 880.4129 Platform - Pay Station 8 - L2 USD 0.00 11.00 0.000 USD 0.00 USD 0.00 Software Maintenance subscription is a requirement for upgrades and ongoing support for PS8. Ongoing subscriptions are billed annually. 880.4030 Lock-Maintenance-C Included 11.00 0.000 Included USD 0.00 Keycode: 145 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 USD 26.40 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 Lock-Electronic-L2 - Collections (non -discountable) USD 230.00 11.00 0.000 USD 230.00 USD 2,530.00 Keycode: 145 Client must source the following components from Medeco: Electronic lock software, programming station and keys. 100.0039 Ethernet Connected USD 0.00 11.00 0.000 USD 0.00 USD 0.00 115.0108 Coin Canister-L2 USD 600.00 22.00 60.000 USD 240.00 USD 5,280.00 includes collection spares 115.0132 Bill Stacker 1000 Note-1_2 USD 485.00 22.00 60.000 USD 194.00 USD 4,268.00 includes collection spares 880.4107 US B Service Key, Industrial Grade 1 GB-C USD 65.00 1.00 60.000 USD 26.00 USD 26.00 100.1110 Multilingual Software USD 340.00 11.00 100.000 USD 0.00 USD 0.00 included with PS8 880.4040 Coin Shutter-L2/LC USD 125.00 11.00 60.000 USD 50.00 USD 550.00 Other 11 LUKE II Coin Bill CC (EMV)Solar Ethernet TOTAL:j USD 88,884.00 Page 9 Installation not included in quote. W** Please review all details on this quote, including ship to address, EIN number, and key code. Invoices paid via credit card will incur a 2.5% convenience fee. *** Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 REPLACING 24 EXISTING V4 UNITS - CANCEL BILLING ON OLD UNITS AS NEW UNITS ARE INSTALLED 500012100199, 500013090439-61 REPLACEMENTS FORAGING 520014441617, 520014501947 - 49 Includes additional three spare units TOTAL 31 solar LUKE II units - 20 modem and 11 ethernet WW* Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Please note: Passcard functionality is not available on pay station 8 Customer requested paper be removed from order. *" Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Iris Services and warranty for this quote are on Q-48183 to be billed to LAZ per contract. 11 LUKE II Coin Bill CC (EMV)Solar Ethernet TOTAL: USD 3,712.00 Year 1 Total: USD 263,254.60 Net Total: USD 263,254.60 Tax Amount: USD 19,997.13 Tax Comments: N/A Total: USD 283,251.73 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: End User: City of Newport Beach GP Customer Number: 1725 Billing Terms Software subscriptions are invoiced upon Activation. Terms and Conditions for Digital Iris services are pursuant to the Purchase and License Agreement with Effective Date April 1, 2021. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Page 10 Exhibit A2 - T2 Systems - Quotation (2015 Paystation Replacements) SYSTEMS A VERRA MOBILITY COMPANY Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: Poppy Guloien Prepared For: Janine Williamson Services For: City of Newport Beach Quote: Q-48016 Date: 12/11 /2024 Expires: 3/11 /2025 Ship To: LAZ Parking - Newport Beach 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 United States Janine Williamson (949)644-3142 jwilliamson@newportbeachca.gov EIN: 95-6000751 100.7113 2 Secure Pay -Terminal Setup Charge USD 25.00 16.00 0.000 1 USD 25.00 1 USD 400.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. 100.0057 Remote Training - up to 6 hours USD 500.00 1.00 0.000 USD 500.00 USD 500.00 T0TAL:1 USD 900.00 Hardware Product.,Product 104.0001 Luke II/Luke Cosmo Bundle JUSID 0.00 16.00 10.000 JUSD 0.00 USD 0.00 900.0107 Luke® II+ G1 Coin Bill P2PE Solar USD 17,316.00 16.00 60.000 USD 6,926.40 USD 110,822.40 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. Please note there is no store and forward with EMV. 880.4040 Coin Shutter-L2/LC USD 125.00 16.00 60.000 USD 50.00 USD 800.00 880.4129 Platform - Pay Station 8 - L2 USD 0.00 16.00 0.000 USD 0.00 USD 0.00 Software Maintenance subscription is a requirement for upgrades and ongoing support for PS8. Ongoing subscriptions are billed annually. 880.4104 Modem Kit -Internal LTE Verizon USD 920.00 16.00 60.000 USD 368.00 USD 5,888.00 L2V5/LC 460.0052 SIM CARD-T2 DataConnect- USD 30.00 16.00 60.000 USD 12.00 USD 192.00 Verizon, KORE 880.4030 Lock-Maintenance-C Included 16.00 0.000 Included USD 0.00 match i145 Page 11 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 USD 26.40 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 Lock-Electronic-L2 - Collections (non -discountable) USD 230.00 16.00 0.000 USD 230.00 USD 3,680.00 Client must source the following components from Medeco: Electronic lock software and programming station. -Electronic Key NOT included / quoted. Can be added to quote if needed. Added cost $675.00 (Non discountable) 115.0108 Coin Canister-1-2 USD 600.00 32.00 60.000 USD 240.00 USD 7,680.00 includes collection spares 115.0132 Bill Stacker 1000 Note-1_2 USD 485.00 32.00 60.000 USD 194.00 USD 6,208.00 includes collection spares 100.1110 Multilingual Software USD 340.00 16.00 100.000 USD 0.00 USD 0.00 included at no cost with PS8 TOTAL: USD 135,310.00 Other Product..Product www Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Installation and Shipping not included in quote. www Please review all details on this quote, including ship to address, EIN number, and key code. Invoices paid via credit card will incur a 2.5% convenience fee. www Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Please note: Passcard functionality is not available on pay station 8 Customer requested paper be removed from order. www Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 This quote replaces 16 units purchased in 2015 SN: 520015130344 - 51, 520015441737 - 38, 520015441809 - 13 and 520015502229 r w Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Iris Services and warranty for this quote are on Q-48182 to be billed to LAZ per contract TOTAL USD 0.00 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: City of Newport Beach End User: City of Newport Beach GP Customer Number: 1725 Page 12 Net Total: USD 136,210.00 Tax Amount: USD 10,486.51 Tax Comments: N/A Total: USD 146,696.51 Billing Terms Software subscriptions are invoiced upon Activation. Terms and Conditions for Digital Iris services are pursuant to the Purchase and License Agreement with Effective Date April 1, 2021. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Page 13 Exhibit A3 - T2 Systems - Quotation (2016 Paystation Replacements) SYSTEMS A VERRA MOBILITY COMPANY Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: Poppy Guloien Prepared For: Janine Williamson Services For: City of Newport Beach Quote: Q-48017 Date: 12/11 /2024 Expires: 3/11 /2025 Ship To: LAZ Parking - Newport Beach 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 United States Janine Williamson (949) 644-3142 jwilliamson@newportbeachca.gov EIN:95-6000751 100.7113 T2 Secure Pay -Terminal Setup Charge USD 25.00 32.00 0.000 USD 25.00 1 USD 800.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. 100.0057 1 Remote Training - up to 6 hours JUSD 500.00 11.00 0.000 JUSID 500.001 USD 500.00 USD 1,300.00 Hardware Product..Product 104.0001 Luke II/Luke Cosmo Bundle USD 0.00 132.00 10.000 JUSD 0.00 USD 0.00 900.0107 Luke® II+ G1 Coin Bill P2PE Solar USD 17,316.00 32.00 60.000 USD 6,926.40 USD 221,644.80 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. 880.4040 Coin Shutter-L2/LC USD 125.00 32.00 60.000 USD 50.00 USD 1,600.00 880.4129 Platform - Pay Station 8 - L2 USD 0.00 32.00 0.000 USD 0.00 USD 0.00 Software Maintenance subscription is a requirement for upgrades and ongoing support for PS8. Ongoing subscriptions are billed annually. 880.4104 Modem Kit -Internal LTE Verizon USD 920.00 32.00 60.000 USD 368.00 USD 11,776.00 L2V5/LC 460.0108 SIM CARD-T2 DataConnect- USD 30.00 32.00 60.000 USD 12.00 USD 384.00 SuperSIM Paae 14 460.0052 SIM CARD-T2 DataConnect- Verizon, KORE USD 30.00 32.00 60.000 USD 12.00 USD 384.00 880.4030 Lock-Maintenance-C Included 32.00 0.000 Included USD 0.00 match i145 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 USD 26.40 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 Lock-Electronic-L2 - Collections (non -discountable) USD 230.00 32.00 0.000 USD 230.00 USD 7,360.00 Client must source the following components from Medeco: Electronic lock software and programming station. -Electronic Key NOT included / quoted. Can be added to quote if needed. Added cost $675.00 (Non discountable) 115.0108 Coin Canister-L2 USD 600.00 64.00 60.000 USD 240.00 USD 15,360.00 includes collection spares 115.0132 Bill Stacker 1000 Note-L2 USD 485.00 64.00 60.000 USD 194.00 USD 12,416.00 includes collection spares 100.1110 Multilingual Software USD 340.00 32.00 100.000 USD 0.00 USD 0.00 included at no cost with PS8 TOTAL: USD 270,964.40 Other Product..Product Comment USD 0.00 11.00 10.000 USD 0.00 USD 0.00 Installation and Shipping not included in quote. Please review all details on this quote, including ship to address, EIN number, and key code. Invoices paid via credit card will incur a 2.5% convenience fee. Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Please note: Passcard functionality is not available on pay station 8 Customer requested paper be removed from order. Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 This quote replaces 32 units purchased in 2016 SN: 520116100380 - 401, 520116170607 - 14 and 520116190701 - 02 *" Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Iris Services and warranty for this quote are on Q-48171 to be billed to LAZ per contract TOTAL USD 0.00 Net Total: USD 272,264.40 Tax Amount: USD 20,999.73 Tax Comments: N/A Total: USD 293,264.13 Paae 15 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: City of Newport Beach End User: City of Newport Beach GP Customer Number: 1725 Billing Terms Software subscriptions are invoiced upon Activation. Terms and Conditions for Digital Iris services are pursuant to the Purchase and License Agreement with Effective Date April 1, 2021. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Paae 16 Exhibit A4 - T2 Systems - Quotation (2017 Paystation Replacements) For: City of Newport Beach -47715 11 SYSTEMS Date:e 26/2024 A VERRA MOBILITY COMPANY Expires: 2/24/2025 Bill To: Ship To: City of Newport Beach LAZ Parking - Newport Beach 100 Civic Center Dr. 2600 Newport Blvd, Suite 106 Newport Beach, California 92660 Newport Beach, CA 92663 United States United States Prepared By: Angela Thenmadath Prepared For: Janine Williamson Services Janine Williamson (949)644-3142 jwilliamson@newportbeachca.gov EIN:95-6000751 Product..Product 100.0106 T2 DataConnect Activation Fee LTE Verizon JUSID 30.00 5.00 160.000 USD 12.00 USD 60.00 100.7113 T2 Secure Pay -Terminal Setup Charge USD 25.00 5.00 0.000 USD 25.00 USD 125.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. 100.0067 No Training USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Training included in 0-41490 TOTAL USD 185.00 Hardware Product., Code 104.0001 Luke II/Luke Cosmo Bundle JUSID 0.00 5.00 0.000 JUSID 0.00 JUSID 0.00 900.0107 Luke® II+ G1 Coin Bill P2PE Solar USD 17,316.00 5.00 60.000 USD 6,926.40 USD 34,632.00 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. 880.4129 Platform - Pay Station 8 - L2 USD 0.00 5.00 0.000 USD 0.00 USD 0.00 Software Maintenance subscription is a requirement for upgrades and ongoing support for PS8. Ongoing subscriptions are billed annually. 880.4040 Coin Shutter-L2/LC USD 125.00 5.00 60.000 USD 50.00 USD 250.00 880.4104 Modem Kit -Internal LTE Verizon USD 920.00 5.00 60.000 USD 368.00 USD 1,840.00 L2V5/LC Paae 17 460.0052 SIM CARD-T2 DataConnect- USD 30.00 5.00 60.000 USD 12.00 USD 60.00 Verizon, KORE 880.4030 Lock-Maintenance-C Included 5.00 0.000 Included USD 0.00 Keycode: DU39 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 USD 26.40 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 Lock-Electronic-L2 - Collections (non -discountable) USD 230.00 5.00 0.000 USD 230.00 USD 1,150.00 Client must source the following components from Medeco: Electronic lock software and programming station. -Electronic Key NOT included / quoted. Can be added to quote if needed. Added cost $675.00 (Non discountable) 115.0108 Coin Canister-L2 USD 600.00 10.00 60.000 USD 240.00 USD 2,400.00 Includes spares 115.0132 Bill Stacker 1000 Note-1_2 USD 485.00 10.00 60.000 USD 194.00 USD 1,940.00 Includes spares 100.1110 Multilingual Software USD 340.00 5.00 100.000 USD 0.00 USD 0.00 Included at no cost with PS8 TOTAL: USD 42,311.60 Other Product.,Product ** Comment USD 0.00 11.00 10.000 JUSID 0.00 1 USD 0.00 Installation and Shipping not included in quote. Please review all details on this quote, including ship to address, EIN number, and key code. Invoices paid via credit card will incur a 2.5% convenience fee. Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 This quote replaces 32 units purchased in 2017 SN: 520117170658, 520117422076, 520117422105 - 06 and 520117422108 CANCEL BILLING ON OLD UNITS AS NEW UNITS ARE INSTALLED Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Please note: Passcard functionality is not available on pay station 8 Customer requested paper be removed from order. `* Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Iris Services and warranty for this quote are on Q-48184 to be billed to LAZ per contract TOTAL USD 0.00 Net Total: USD 42,496.60 Tax Amount: USD 3,279.15 Tax Comments: N/A Total: USD 45,775.75 Paae 18 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: City of Newport Beach End User: City of Newport Beach GP Customer Number: 1725 Billing Terms Software subscriptions are invoiced upon Activation. Terms and Conditions for Digital Iris services are pursuant to the Purchase and License Agreement with Effective Date April 1, 2021. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Paae 19 Exhibit A5 - T2 Systems - Quotation (2018 Paystation Replacements) #SYSTEMS A VEPPA MOBILITY COMPANY Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: Angela Thenmadath Prepared For: Janine Williamson Services For: City of Newport Beach Quote: Q-48025 Date: 12/11 /2024 Expires: 3/11 /2025 Ship To: LAZ Parking - Newport Beach 2600 Newport Blvd, Suite 106 Newport Beach, CA 92663 United States Janine Williamson (949) 644-3142 jwilliamson@newportbeachca.gov EIN:95-6000751 'Product..Product 100.0106 2 DataConnectActivation Fee LTE Verizon USD 30.00 2.00 160.000 JUSID 12.00 USD 24.00 100.7113 2 Secure Pay -Terminal Setup Charge JUSID 25.00 2.00 0.000 USD 25.00 1 USD 50.00 Must use FirstData as the data processor if doing Contactless. Can use either Chase Paymentech, FirstData or Elavon if just adding EMV without Contactless option. 100.0067 No Training USD 0.00 1.00 0.000 USD 0.00 USD 0.00 TOTAL USD 74.00 Hardware Product.. Base Unit Quantity Discount Sales Price Total 104.0001 Luke II/Luke Cosmo Bundle USD 0.00 12.00 0.000 USD 0.00 USD 0.00 900.0110 Luke@ II+ G1 Coin P2PE Solar USD 15,694.00 2.00 60.000 USD 6,277.60 USD 12,555.20 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a Tampered state and cannot be repaired or redeployed. Card readers that have a Tampered status are not eligible for warranty coverage. 880.4129 Platform - Pay Station 8 - L2 USD 0.00 2.00 0.000 USD 0.00 USD 0.00 880.4040 Coin Shutter-L2/LC USD 125.00 2.00 60.000 USD 50.00 USD 100.00 880.4104 Modem Kit -Internal LTE Verizon L2V5/LC USD 920.00 2.00 60.000 USD 368.00 USD 736.00 460.0052 SIM CARD-T2 DataConnect-Verizon, KORE USD 30.00 2.00 60.000 USD 12.00 USD 24.00 880.4030 Lock-Maintenance-C Included 2.00 0.000 Included USD 0.00 Keycode: DU39 450.0018 Key -Green Ex.Access-C USD 33.00 2.00 60.000 USD 13.20 1 USD 26.40 Paae 20 450.0019 Key -Yellow Ex.Access-C USD 33.00 1.00 60.000 USD 13.20 USD 13.20 880.4037 �Lock-Electronic-1_2 -Collections (non- discountable) USD 230.00 �2.00 0.000 JUSD 230.00 USD 460.00 Client must source the following components from Medeco: Electronic lock software and programming station. -Electronic Key NOT included / quoted. Can be added to quote if needed. Added cost $675.00 (Non discountable) 115.0108 Coin Canister-1-2 USD 600.00 4.00 60.000 USD 240.00 1 USD 960.00 Includes spares 450.0006 Key - Coin Canister - C USD 10.00 1.00 60.000 USD 4.00 USD 4.00 880.4107 USB Service Key, Industrial Grade 1 GB-C USD 65.00 1.00 60.000 USD 26.00 USD 26.00 100.1110 Multilingual Software USD 340.00 2.00 100.000 USD 0.00 USD 0.00 Included at no cost with PS8 TOTAL USD 14,904.80 Other Product..Product *** Comment USD 0.00 11.00 10.000 USD 0.00 USD 0.00 Installation and Shipping not included in quote. *** Please review all details on this quote, including ship to address, EIN number, and key code. Invoices paid via credit card will incur a 2.5% convenience fee. *** Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 This quote replaces 2 units purchased in 2018 SN: 520118140599 and 520118281045 *** Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Please note: Passcard functionality is not available on pay station 8 Customer requested paper be removed from order. *** Comment USD 0.00 1.00 0.000 USD 0.00 USD 0.00 Iris Services and warranty for this quote are on Q-48170 to be billed to LAZ per contract. TOTAL USD 0.00 Net Total: USD 14,978.80 Tax Amount: USD 1,155.12 Tax Comments: N/A Total: USD 16,133.92 Paae 21 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: City of Newport Beach End User: City of Newport Beach GP Customer Number: 1725 Billing Terms Software subscriptions are invoiced upon Activation. Terms and Conditions for Digital Iris services are pursuant to the Purchase and License Agreement with Effective Date April 1, 2021. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Page 22 EXHIBIT A-6 DIGITAL IRIS Addendum THIS DIGITAL IRIS ADDENDUM ("Addendum") GOVERNS THE PROVISION AND USE OF THE DIGITAL IRIS SERVICES, WIRELESS DATA SERVICES, SOFTWARE MAINTENANCE SERVICES AND DIGITAL IRIS RELATED SUPPORT SERVICES PURCHASED BY THE CITY OF NEWPORT BEACH ("CUSTOMER" or "City") FROM T2 SYSTEMS CANADA INC. ("72C"). 1. BACKGROUND. Customer and T2 Systems, Inc. have entered into a Purchase and License Agreement for multi -space pay stations and corresponding software ("Agreement"). T2C is an affiliate of T2 Systems, Inc. and is entitled to enter into this Addendum under the Agreement. This Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. With respect to the Addendum Services, to the extent of any conflict between the terms of this Addendum and the Agreement the terms of the Addendum shall control. 2. DEFINITIONS. In this Addendum: (a) "Activation Date" means the first date that each pay station unit is enabled by T2C to connect to the Addendum Services. (b) "Addendum" means this Digital Iris Addendum. (c) "Addendum Services" means the Digital Iris Services, Wireless Data Services, Support Services, Software Maintenance Services and/or any additional services provided under this Addendum. (d) "Agreement" means the Purchase and License Agreement for multi -space pay stations and corresponding software, as defined above. (e) "Effective Date" means the effective date of the Agreement. (f) "Documentation" means the Pay Station — Software And Hardware — Warranty and Support document attached hereto as Exhibit A-8, and the Luke II Maintenance Guide, 980.0118, Revision G: July 2020, incorporated herein by this reference. (g) "Digital Iris Services" means the hosted software including Software Maintenance Services subscribed to by Customer, to operate the T2C pay station(s). (h) "Fees" means the fees for the Addendum Services as calculated from the Activation Date. (i) "Non -Conformity" means the failure of the Digital Iris Services software to perform according to the Documentation. Page 23 (j) "Point of Access" means T2C's border router(s) which is (are) used to establish connectivity from the T2C Hosting System to T2C's Internet service provider and the public Internet. (k) "Quote(s)" means the quote forms attached to a written amendment to the Agreement setting out the details of any changes to the Addendum Services subscribed to by Customer, including applicable fees, which upon execution of said Amendment by Customer and Contractor will be incorporated by reference into and form an integral part of this Addendum. (1) "Software Maintenance Services" means access to software updates for Digital Iris Services and T2C pay station software. (m) "Support Services" means services included with the initial warranty period for T2C pay stations, or services added on after the initial warranty period expires. Services are detailed in the Pay Station — Software and Hardware — Warranty and Support document, attached hereto as Exhibit A-5. (n) "System Availability Period" means in respect to the Digital Iris Services, twenty-four (24) hours per day, seven (7) days per week excluding any System Maintenance Window. (o) "System Maintenance Window" means in respect to the Digital Iris Services, scheduled maintenance windows during which Digital Iris Services access will not be available to Customer due to required system maintenance, upgrades, and other hosting requirements. (p) "72C Hosting System" means, in respect to the Digital Iris Services, the entire physical operation(s), located at the T2C facilities designated by T2C from time to time to host the Digital Iris Services, including all networks and servers, hardware, and software that is owned, operated, or provided by T2C, its agents, subcontractors, affiliates, or on behalf of T2C, in the provision of the Digital Iris Services located behind the Point of Access. (q) "72C Hosting System Failure" means a failure of the T2C Hosting System to operate, or an error in the operation of the T2C Hosting System that causes payment transactions to fail to process or to process incorrectly. (r) "Wireless Data Services" means the third party wireless data services, if any, purchased by Customer from T2C for the purpose of enabling communications between the T2C Hosting System and Customer's parking pay stations. All other terms defined in this Addendum shall have the meanings ascribed thereto. Capitalized terms used in this Addendum that are not otherwise defined in this Addendum have the meaning set forth in the Agreement. 3. DIGITAL IRIS SERVICES. (a) Subject to the terms of this Addendum, T2C will supply the Digital Iris Services subscribed to by Customer, and Customer is granted a limited, non-exclusive, non -transferable Page 24 right to access and use Digital Iris Services software, solely as necessary for Customer's use of the Digital Iris Services for its internal business purposes. (b) T2C will provide Customer with one (1) administration account (login and password) to access the Digital Iris Services on the T2C Hosting System. (c) T2C will provide the Digital Iris Services in accordance with the following standards: (i) T2C is classified under the PCI Security Standards as a Level 1 Service Provider. The Digital Iris Services will remain in compliance with current PCI security standards at all times; (ii) T2C will be responsible for delivery of access to the Digital Iris Services on the T2C Hosting System only up to and including the Point of Access, and is not responsible for any failure due to Customer's telecommunications connections, facilities (including internal local area networks (LAN)) or local infrastructure; (iii) T2C will use all reasonable efforts to ensure the Digital Iris Services will be available during the System Availability Period, and any unavailability shall not exceed five (5) calendar days without prior written approval from Customer; (iv) Scheduled System Maintenance Windows shall occur between 5:30 p.m. PST and 7:30 a.m. PST, and upon prior email notification to Customer at least twenty four (24) hours in advance; (v) T2C shall have the right to implement updates and upgrades to its Pay Station software, in its sole discretion, upon prior written approval of Customer; (vi) T2C will respond to incidents that have been reported by Customer within the response times set out in the Pay Station — Software and Hardware — Warranty and Support document; (vii) in the event of a T2C Hosting System Failure, T2C will, without unreasonable delay, use best efforts to complete data recovery requests, which shall include but not be limited to, using the most recent version of the backup data, databases, applications and configuration pieces required to restore Customer data; (viii) Customer will notify T2C of a T2C Hosting System Failure(s) that results in a failure to collect parking payments, and for said period(s) of failure that are, in the aggregate, more than two (2) hours in duration after notice is given, T2C agrees to reimburse Customer for the revenue lost for the period of time that exceeds two hours in the amount of the average revenue generated in the previous two (2) years on the same day(s), at the same time(s), and from the same parking space(s) which are governed by the meter(s) affected by the T2C Hosting System Failure(s), except that T2C will not be obligated to reimburse for any parking payments that are recoverable through the "Store and Forward Credit Card" processing feature which is a feature where credit card transactions that are taken while pay station software is not able to communicate with Page 25 the hosting software is stored in the pay station's local storage and forwarded to the hosting software for processing once the pay station regains communication with the hosting software; (ix) T2C agrees to reimburse Customer for any costs or expenses incurred by Customer responding to T2C Hosting System Failure(s), including but not limited to, bank charges, and City staff time expended responding to T2C the T2C Hosting System Failure; (x) in the event of a T2C Hosting System Failure which results in complaints or Claims from end users of pay stations, T2C will provide customer service to end users and will be responsible for resolving all complaints and Claims with such end users which arise out of T2C Hosting System Failure(s); and (xi) in the event of a T2C Hosting System Failure which results in a direct financial loss to an end user, T2C will reimburse the end user for any such direct financial loss caused by a T2C Hosting System Failure. 4. RESTRICTIONS ON USE OF DIGITAL IRIS SERVICES. (a) Customer shall use the Digital Iris Services only for the parking pay stations identified in the Quote(s), and only in accordance with the Documentation and any other instructions issued by T2C from time to time. Failure to use the Addendum Services in accordance with instructions provided by T2C may result in failure of all or any part of the Addendum Services, and/or accidental loss of data or data integrity. If Customer does not understand the requirements for the proper use of the Digital Iris Services, Customer must contact T2C for additional information. (b) Customer may make copies of the Documentation solely for its own internal purposes in conjunction with its use of the Digital Iris Services. Copyright and other proprietary rights in the Documentation shall remain vested in T2C. Customer may not remove any title, trademark, copyright and/or restricted rights or proprietary notices or labels from, or otherwise modify the Documentation, and all copies of the Documentation must include all such notices and labels. (c) Customer shall restrict access to the Digital Iris Services to its employees or contractors, solely as required for its internal business purposes. Without limiting the generality of the foregoing, Customer may not sell, rent, loan or otherwise grant any rights in or to the Digital Iris Services, or permit any other party to do so. (d) Customer agrees not to: (i) introduce any kind of malware, including but not limited to viruses, worms, Trojan horses or other harmful code that may damage the operation of the Digital Iris Services or the T2C Hosting System; Page 26 (ii) use the Digital Iris Services in any manner which could damage, disable, overburden or impair any part of the T2C Hosting System, or interfere with any other customer's ability to use the Digital Iris Services or the T2C Hosting System; (iii) attempt to gain access to other customers' accounts through any manner of hacking or password mining or other means; (iv) attempt to embed the Digital Iris Services within another website; (v) attempt to use such methods as SQL Injection, Cross Site Scripting, Remote File Inclusion, Cross Site Request Forgery and any other methods not authorised by T2C to gain access to the T2C Hosting System or the Digital Iris Services; (vi) attempt a Denial of Service ("DOS") attack of any kind; (vii) use the Digital Iris Services or the T2C Hosting System to transmit SPAM, junk email or other unsolicited email of any kind; or (viii) in connection with the Addendum Services, engage in conduct that would constitute a criminal or quasi -criminal offense, that could give rise to civil liability, intellectual property rights infringement, or privacy rights violations, or that would otherwise violate any applicable local, provincial, state, federal or international law, or accepted Internet protocol. 5. WIRELESS DATA SERVICES. (a) If purchased by Customer, T2C will provide the Wireless Data Services, supplied by T2C's underlying third party wireless data services carrier, to Customer. (b) Customer shall use the Wireless Data Services only in connection with the Digital Iris Services and parking pay stations identified in the Quote(s). (c) Customer agrees that it will at all times comply with and abide by all terms and conditions established by T2C for the use of and access to the Wireless Data Services, and acknowledges that the Wireless Data Services may be restricted or cancelled by T2C or the underlying data services carrier if there is a reasonable suspicion of abuse or fraudulent use of the services. (d) Customer may not resell the Wireless Data Services to any other person(s). (e) Customer has no property right in any wireless number assigned to it in connection with the Wireless Data Services, and understands that such number can be changed. (f) Customer will provide T2C with prompt notice of any suspected abuse or fraudulent use of the Wireless Data Services of which it becomes aware. Page 27 6. SOFTWARE MAINTENANCE SERVICES. Software Maintenance Services include updates to Digital Iris Services, access to new general availability ("GA") software and peripheral firmware updates, where applicable. E-Mail and help desk ticket -based customer support for GA software troubleshooting and review of pay station log files for analysis of software behavior and performance are detailed below: (a) New features and bug fixes may be requested but are not guaranteed to be developed or added to a future software release. T2C is under no obligation to develop custom software. (b) T2C will notify Customers when new software is available for GA. Deployment of software releases is the responsibility of the Customer and is the Customers responsibility to download the software, complete any self -directed testing and install the software onto the pay station(s). (c) The Software Maintenance Services are included with a Digital Iris Services subscription. Software Maintenance Services cannot be separated from Digital Iris Services. (d) Subscription to Software Maintenance Services does not permit the Customer to resell to any other entity, or install the software on any system that T2C has not authorized. (e) Software Maintenance Services cover only T2C GA approved software versions with a GA date of no more than two (2) years old at time of contacting customer support for assistance. (f) Hardware warranty support is not included with Software Maintenance Services. (g) Software Maintenance Services is assigned to T2C products by serial number and cannot be transferred. (h) The services listed below are not covered under the Software Maintenance Services and will be charged separately on a time and material basis at T2C's then standard rates, and upon prior written approval of Customer: i. Installation / upgrade field services. ii. Backup and recovery of software, other computer programs, or data. iii. On -site services. iv. System restoration (i.e. reloading of software, and data). V. Additional copies of software media. vi. Training queries and consulting services. Firmware Updates. Firmware support is available for device level software including printers, bill acceptors and coin acceptors. Firmware updates will be available via a download utility for installation by Customer. T2C will provide remote installation assistance where required. Page 28 Spare parts replacements can include installed firmware and where possible, the firmware version in the installed parts will be set at the same version level as the parts replaced. Otherwise, the firmware will be set to the T2C approved version. Chargeable Firmware Upgrades. Chargeable firmware upgrades shall require prior written approval of Customer. Any such chargeable firmware upgrades will be billed on a time and material basis, together with installation support and includes: i. firmware upgrades for new currency releases issued by governments. ii. firmware releases which add optional improvements to equipment. iii. on -site assistance required by the Customer to install downloadable firmware upgrades. 7. SUPPORT SERVICES. T2C will provide the Support Services in accordance with the Pay Stations — Software and Hardware — Warranty and Support document, as amended from time to time. Support Services are limited to those set out in the document, and expressly exclude any additional services required to correct any Non -Conformities. Any additional technical support not under warranty may be agreed by T2C on a case -by -case basis, and shall be charged on a time and materials basis at T2C's then -standard rates, and upon prior written approval of Customer. 8. PAYMENT AND INVOICING. Intentionally Deleted. 9. CUSTOMER LIABILITY. (a) Except to the extent of T2C's bad faith, gross negligence, or willful misconduct, Customer shall be solely responsible for, and shall hold T2C, its third party suppliers, and their respective Representatives harmless from any loss, damage or liability arising in connection with: (i) Customer's inputs, selection and use of the Addendum Services, and all data, reports, statements and other content transmitted, posted, received or created on the T2C Hosting System through Customer's account, by Customer and/or its Representatives; (ii) Customer's or its Representative's use, misuse, failure to use, or inability to use the Wireless Data Services or any other data services required for the use of the Digital Iris Services, including any abuse, fraudulent use or unauthorized access thereto; and (iii) Any breach by Customer and/or its Representatives of any of the terms and conditions of this Addendum. Page 29 10. LIMITED WARRANTY. (a) Subject to the disclaimers and limitations in the Agreement, T2C warrants to Customer that, for the duration of this Addendum, the Digital Iris Services will substantially conform to the specifications set out in the Documentation, as revised by T2C from time to time. (b) The foregoing warranty shall not apply to Non -Conformities that result from any cause beyond the reasonable control of T2C including, but not limited to: (i) Customer's failure to: (A) prepare and maintain a technical environment that meets the specifications provided by T2C from time to time; (B) provide necessary communications mechanisms (including connections to pay station units) as specified by T2C from time to time; (C) maintain pay station units in good repair in accordance with T2C's recommendations and requirements for operation, maintenance and repair; or (D) maintain pay station units with a T2C provided pay station software release no more than two (2) years old, if subscribed to the Software Maintenance Services. (ii) the use of the Digital Iris Services in combination with apparatus, systems, products or services where such combination was not provided, proposed, recommended or approved by T2C, or contemplated in the Documentation; (iii) unauthorized modifications or repairs to any equipment supplied by T2C (including pay station units) by Customer or any person not approved by T2C; or (iv) failures relating to Customer's computing environment including, without limitation, electrical failure, Internet connection problems, communications problems, or data or data input, output, integrity, storage, back-up, and other external and/or infrastructure problems, which, as between Customer and T2C, shall be deemed to be under Customer's exclusive control and sole responsibility. (c) Except to the extent of T2C's bad faith, gross negligence, or willful misconduct, T2C shall have no responsibility and provides no representations or warranties with respect to any third party software or services, except as to those supplied by T2C in connection with this Addendum. (d) If Customer notifies T2C in writing of a breach of the foregoing limited warranty, T2C shall, at its cost and expense, promptly, diligently and in good faith continue to completion, using commercially reasonable efforts accounting for the circumstances, the correction or bypassing, in T2C's reasonable discretion, of the Non -conformity within the period required under the Support Services or such other period as may be mutually agreed by both parties depending on the nature and severity of the Non -conformity. Page 30 EXHIBIT A-7 PAY STATION — SOFTWARE AND HARDWARE — WARRANTY AND SUPPORT This document outlines the software and hardware warranty and support coverage from T2 Systems Canada, Inc. (72C") to its Customers. T2C reserves the right to change the terms and conditions of its warranty and support coverage upon notice from time to time and subject to prior written consent of Customer. Warranty and support coverage will be suspended if Customer fails to pay for any Fees under the terms listed on the Digital IRIS Services and Pay Station Addendums. T2C'S RESPONSIBILITY TO REPAIR OR REPLACE THE DEFECTIVE PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO CUSTOMER FOR BREACH OF THESE WARRANTIES. 1. PAY STATION WARRANTY. i. T2C INITIAL LIMITED HARDWARE WARRANTY. T2C Initial Limited Hardware Warranty covers all physical parts of the pay station, excluding batteries, paper, and cleaning supplies. (1) Hardware is covered under an initial two (2) year limited warranty from defects in materials or workmanship. (2) The two (2) year initial limited hardware warranty shall run from the date of final acceptance of installation by Customer, provided same is not unreasonably delayed by Customer. (3) If hardware proves defective under normal use during the initial limited warranty period, T2C at its option will either repair or replace such hardware. Spare, repaired or replacement parts will be covered under warranty for ninety (90) days or to the end of the initial limited warranty period of the unit of hardware to which they are installed, whichever comes last. (4) T2C may repair or replace defective parts with new parts or with reworked parts equivalent to new parts in performance. (5) If certain parts that T2C designates as "Customer replaceable" fail, T2C will provide the Customer with a replacement part. It will be the Customer's obligation to install the replacement part(s) and return the replaced part(s) in unaltered form to T2C as instructed. (6) Replacement parts that are not installed in a pay station must be stored indoors in a room that is not subject to high levels of dust, moisture, temperature changes or vibration. Storage temperature for electrical components is between 10 and 30 degrees Celsius with humidity between 40% and 60% non -condensing. (7) Changing or tampering with electrical equipment bearing the Canadian Standards Association, or Underwriters Laboratories, ("CSA" or "UL") mark may result in loss of certification. Customers may re -certify at their own expense by contacting CSA or UL directly. This does not apply to out of box failures immediately following installation. Page 31 ii. OPTIONAL EXTENDED WARRANTY WITH PREMIUM SUPPORT SERVICE. Optional Extended Warranty Services with Premium Support Services for pay stations is included under this Agreement beyond the Initial Limited Hardware Warranty period. This billable extension to the product warranty includes the following services: (1) T2's Limited Hardware Warranty (2) Premium Support Services (3) RMA Advanced Replacement Priority 2. PREMIUM SUPPORT SERVICES. T2C Support can be contacted for all questions or concerns with operating T2C pay stations, Digital Iris, Digital API, or any other product sold directly by T2C. T2C Customer Support can be reached during regular business hours via telephone, email or T2 Communities and outside of regular business hours via a telephone pager system. Premium Support Services are included with both the Initial Limited Hardware Warranty and the Optional Extended Warranty. Premium Support Services not covered under the Initial Limited Hardware Warranty or the Optional Extended Warranty are billable to the Customer, after prior written approval of Customer. 3. RETURN MATERIALS AUTHORIZATION (RMA) PROCESS. Defective parts or products can be returned to T2C for repair, replacement or review depending on the nature of the problem. A Return Materials Authorization ("RMA") number must be issued by T2C for the part(s) prior to shipment. Once the Customer has received the RMA number from T2C, the Customer will securely package and label the part(s) with both the RMA number and shipping details and ship the part(s) to T2C. All shipping costs from the Customer's location to T2C are the responsibility of the Customer. Initial Limited or Extended Warranties. RMA Advanced Replacement Priority. T2C will ship replacement part(s) designated on the RMA to the Customer at T2C's expense prior to receiving the defective parts from the Customer. The parts will be in new or refurbished condition, depending on which is available at the time the RMA was issued. Parts will be placed in queue for shipping at the next available shipping window and shipped via next day service to the address and contact designated by the Customer on the RMA form. After advanced replacement part(s) are sent to the Customer, T2C will wait thirty (30) days to receive the defective part(s) designated on the RMA. If the designated part(s) are not received by T2C at the designated address on the RMA within thirty (30) days, an invoice will be issued to the Customer for the full replacement cost of the part(s) Page 32 designated on the RMA that have not been returned. In the event the designated part(s) are received by T2C after the full replacement cost of the part(s) designated on the RMA have been invoiced, T2C will issue a full refund to Customer for the amount so invoiced. Customer shall immediately inspect or test all advanced replacement parts(s) upon receipt. Customer shall be deemed to have affected final acceptance of the part(s) fifteen (15) days after the part(s) are used or otherwise placed in commercial operation. Any part(s) that have not been put into commercial operation after two (2) years of receipt by Customer, will be excluded from warranty. No Warranty Coverage. If the Customer is not subscribed to the initial limited or extended warranty coverages, or the nature of the defect is not covered under any warranty coverage, returned parts to T2C are subject to an assessment fee and a repair or replacement fee. This service is billable on a time and materials basis and subject to a minimum charge to review any returned part(s) even if no fault is found. The part(s) will be assessed, and if possible, repaired. If the part(s) cannot be repaired, or is not economically viable, T2C will charge the Customer for a complete part(s) replacement. Any and all such charges or fees require prior written approval from Customer. Defective parts or products can be returned to T2C for repair, replacement or review depending on the nature of the problem. A Return Materials Authorization ("RMA") number must be issued by T2C for the part(s) prior to shipment. Once the Customer has received the RMA number from T2C, the Customer will securely package and label the part(s) with both the RMA number and shipping details and ship the part(s) to T2C. All shipping costs with no warranty coverage is the responsibility of the Customer. T2C will notify Customer when T2C issues the invoice for the repair fees. Any and all such fees require prior written approval from Customer. Payment for repair fees are thirty (30) days from receipt of the invoice. T2C is not responsible for removal, installation, or any incidental expenses incurred in replacing the defective item. A summary of the services available under each of the warranty options is as follows: Page 33 WARRANTY TABLE INITIAL WARRANTY EXTENDEDT2C . WARRANTY PERIOD WARRANTY PERIOD COVERAGE PREMIUM SUPPORT BUSINESS *4** + HOURS PHONE SUPPORT AFTER HOURS PAGER SUPPORT + + + E-MAIL SUPPORT 4*# #40 + T2 COMM UNITIES SUPPORT 4** 4%*# + HARDWARE + REPAIR/REPLACEMENT RMA ADVANCED REPLACEMENT + PRIORITY SOFTWARE MAINTENANCE 440* PAY STATION UPDATES WARRANTY 4** 4*# + PAY STATION UPDATES 440 Service included at no extra charge 00 Service available for additional charge 4. CUSTOMER RESPONSIBILITIES. Proper Maintenance. Before contacting T2C for warranty services, Customer should ensure it is following proper operation and maintenance of the Hardware, firmware and software in accordance with T2C's recommendations and requirements in the T2C documentation and user manuals. Products must also be in compliance with IEEE standards for electrical power and grounding quality. Customers should inform T2C of changes in product locations. ii. Customer Efforts. Customer shall use reasonable efforts to assist T2C in diagnosing and performing repairs, including but not limited to: (i) making Customer personnel available on site to perform reasonable troubleshooting and remedial corrective maintenance activity, (ii) providing direct phone or electronic contact between T2C's Technical Support and Customer personnel; (iii) providing remote access to the defective hardware. iii. Computer Requirements. Ensure that the software is installed on a computer that meets or exceeds the minimum requirements as outlined in the BOSS and IRIS User Guides. The Customer acknowledges that upgrades to the software and increases in the size of databases may require upgrades to the computer hardware. Customer is responsible for any computer upgrades that may be required. iv. Software Responsibilities. For software issues, Customer is responsible for downloading the software from T2 Communities, installing, and testing. For all T2C software, Customer is responsible for operating its equipment, providing back-up equipment and services upon failure, isolating and documenting software problems, safeguarding all programs' data and removable storage media and reloading programs and data. V. Replication of Problems. Customer may be asked to (i) replicate software problems at the Customer's site utilizing the unaltered version of the software experiencing the problem, and (ii) provide a copy of an unaltered version of the defective software to T2C. Page 34 vi. Isolating Problems. Customer agrees to remove all features, parts, options, alterations and attachments not supplied by T2C as part of the products to help diagnose where the problem is occurring. vii. On Site Assistance. If on site assistance is required, Customer should not permit anyone other than T2C or a T2C certified reseller to perform service on hardware under warranty, unless directed by T2C. 5. OBTAINING WARRANTY SERVICES. Obtaining warranty service. To obtain warranty service for hardware located in North America, or for customer technical support, please contact T2C Customer Support using one of the following options: Phone: 888.687.6822 E-mail: digital.support@t2systems.com T2 Communities: https://support.digitalpaytech.com A T2C Technical Support specialist will determine if the hardware which is experiencing a problem is covered under warranty. Customers must provide the hardware configuration and serial number of the system running the software with the problem, its physical location, the name, release and version number of the operating system software and a description of the problem. Technical Support specialist(s) shall be available twenty four (24) hours day, seven (7) days week, including holidays for T2C Hosting System Failures. Technical Support specialist(s) shall be available during regular business hours for other requests. A T2C Technical Support specialist shall respond to requests for assistance within one (1) hour of a request based on a T2C Hosting System Failure. A T2C Technical Support specialist shall respond to requests for assistance within twenty four (24) hours, or by the end of the following business day, for other requests. In the event of a billing question, comment, or dispute from an end user of a pay station, T2C will communicate directly with the end user to answer questions and resolve any comments or disputes. When communicating with end users, TC2 will at all times act courteously and professionally. 6. EXCLUSIONS. Items not covered under any Initial Limited, Optional Extended Warranty or Premium Support Service. Certain service activities and materials are not covered by T2C's warranty and will be charged to the Customer at T2C's prevailing hourly rate for the service requested, if approved by Customer in a prior writing. These include, but are not limited to, warranty claims in connection with: Page 35 • Alterations or attachments not provided by T2C, approved by T2C in writing, or compatible with T2C's standard interfaces. • Third party delivered services or attachments (other than Digital Connect) that could include electrical and networking interfaces (GSM, CDMA, Wi-Fi and Ethernet). • Any negligence, misuse, or abuse by Customer or a third -party including theft or vandalism. • Failure to perform regular cleaning, inspection, adjustment or preventive maintenance activities or to follow proper procedures for operation in accordance with T2C recommendations as set out in the user manuals and documentation. • Movement of T2C products by anyone other than T2C or a certified T2C reseller or by Customer or its parking management contractor. • Failure to adhere to T2C installation or site preparation standards. • Damage resulting from extreme weather conditions, such as flooding, lightning, fires or any act of force majeure. • Hardware upgrades as a result of changes in rules or regulations outside of T2C's control (for example, changes to PCI Data Security Council requirements). • Training issues not covered in the user manuals which are charged on an hourly basis. Arrangements for training can be made through your Regional Sales Manager or local authorized reseller. • Unless otherwise agreed in writing, T2C shall not assume the warranty obligations of any other party. • Batteries, locks and keys are limited to a thirty (30) day replacement warranty. USB keys may be replaced within ninety (90) days of purchase. Any services requested in connection with locks or lock components are charged on an hourly basis. All other consumable items are excluded from warranty coverage. • Globalcom BV1000 EMV credit card readers with a "Tampered" status. • Telephone support for inquiries not covered under the Customers warranty plan. Page 36 EXHIBIT B INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance providing statutory benefits and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant Page B-1 arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. D. Cyber Liability Insurance. Consultant shall cyber liability insurance in an amount not less than two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the annual aggregate, covering (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties; (3) data breach expenses payable whether incurred by City or Consultant, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees, or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City. B. Additional Insured Status. All liability policies including general liability, cyber liability, excess/umbrella liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as additional insureds under such policies. T2 SYSTEMS CANADA, INC. Page B-2 C. Primary and Non -Contributory. Consultant's insurance coverage shall be primary insurance and/or the primary source of recovery with respect to the City, its City Council, boards and commissions, officers, agents, volunteers and employees. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days' notice is required) for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award". Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. The City reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving Consultant ninety (90) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. T2 SYSTEMS CANADA, INC. Page B-3 D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available proceeds in excess of specified minimum limits of insurance and coverage shall be available to the City. E. Self -Insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. T2 SYSTEMS CANADA, INC. Page B-4 DBA Name ount Information ount Number- FV00000465 < Type: MaintenancelRepair Services Agreement Not Call Address Updated tress Information ling Address Physical Address fired T2 Systems Canada. Inc tress 1: 0900 Keystone Crossing Iress 2: Ste 700 Indianapolis to IN 46240 entry: Bract Information Bract Number a.awcta,t nat. 11am1001 r-t—t F.a n.t. Q 03 M PURCHASE AND LICENSE AGREEMENT WITH T2 SYSTEMS CANADA, INC. FOR MULTI -SPACE PAY STATIONS THIS PURCHASE AND LICENSE AGREEMENT ("Agreement") is made and entered into as of this 1 st day of April, 2021 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and T2 SYSTEMS CANADA, INC., a Canadian corporation ("Contractor", "72 Systems, Inc.", "72C", "72") whose entity address on file with the California Secretary of State is 8900 Keystone Crossing, Suite 700, Indianapolis, Indiana, and is made with reference to the following.- RECITALS ollowing: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractorto provide multi -space pay stations and corresponding software and services ("Products") as detailed in the Scope of Work and Schedule of Billing Rates and other exhibits attached hereto as Exhibit "A" ("Project" or "Services"). C. Contractor has carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of Services and has committed to perform all work required for the price specified in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render Services under the terms and conditions set forth in this Agreement NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows.- 1. ollows: 1. SCOPE OF WORK 1.1 Contractor shall provide all Products and perform all the Services described in the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit "A" and incorporated herein by reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used under reasonably competent practitioners of the same discipline under similar circumstances and that all materials will be of good quality. T2 Systems Canada, Inc. Page 1 1.2 Contractor shall perform everything required to be performed, and shall provide all Products and Services necessary for the Project. 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement. 2.2 Force Majeure. Performance of Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. Except for the City's obligation to pay for Products or Services performed, in no event shall Contractor be entitled to recover damages against City for any delay in performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM 3.1 Initial Term: The term of this Agreement shall be five (5) years, commencing on the Effective Date, and terminating on March 31, 2026, unless sooner terminated as provided in this Agreement. 4. COMPENSATION 4.1 Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Six Hundred Sixty One Thousand Four Dollars and 00/100 ($661,004.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor shall submit monthly invoices to City describing the Work performed the preceding month. 4.2 Contractor's bills shall include a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by City. T2 Systems Canada, Inc. Page 2 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with a separate Quote, as applicable, agreed to by the parties via a written amendment to this Agreement. 4.5 The City's designated parking management and enforcement services contractor ("Parking Management Contractor") shall pay Contractor for any and all fees associated with software licensing, data access, and warranty, in accordance with Exhibit "A" attached hereto. In the event that the Parking Management Contractor fails to pay Contractor said fees when due, then City shall pay said fees to Contractor within thirty (30) days after receipt of written notice from Contractor of non-payment by the Parking Management Contractor, including a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, and a description of any reimbursable expenditures, if any. 4.6 Any additional Services subscribed to by City will require a prior written amendment to this Agreement, and once fully executed, said Services will be outlined on an invoice issued by Contractor at the time of the Service activation and any additional fees will be prorated through to the end of the City's then current billing term. All subsequent fees will appear on the City's invoice, except for those fees that shall be billed to the City's Parking Management Contractor as set forth in Section 4.5 above. 4.7 City access to the Services granted pursuant to this Agreement may be terminated by Contractor upon sixty (60) days prior written notice in the event City fails to make any payments of Fees when due under this Agreement. If the Services are terminated for non payment, Contractor has the right to charge a reactivation fee per pay station if the Services are subsequently reinstated, which will be outlined in a Quote. The reactivation fee will be limited to three (3) times of all the then -current subscription fees. For example, based on the subscription fees set forth in this Agreement, the reactivation fee for 10 pay stations would be 10 * $79 = $790. 4.8 Failure to Make Payment. If City fails to make any undisputed payments within sixty (60) days after the amount has been properly invoiced to the City and is due pursuant to this Agreement, then the amount, without the necessity of any notice or action by Contractor shall become due and payable together with interest thereon from the date of nonpayment at twelve percent (12%) per annum or the highest rate permitted by law and with reasonable attorneys' fees and other costs of collection. The amount of any interest or costs due from City pursuant to this section shall be itemized and included on the next statement as part of the total amount due for that statement. The non-exclusive subscription granted pursuant to this Agreement may be terminated by Contractor upon sixty (60) days prior written notice in the event City fails to make any payments when due under this Agreement. T2 Systems Canada, Inc. Page 3 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. Contractor has designated Russ Davis to be its Project Manager. 6. ADMINISTRATION This Agreement will be administered by the Finance Department. City's Revenue Manager or designee shall be the Project Administrator and shall have the authority to act for City under thisAgreement. 7. TYPE OF MATERIALS/STANDARD OF CARE 7.1 Contractor shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall be approved in advance by the City Project Administrator. 7.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 8.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Contractor or any subcontractor or supplier selected bythe Contractor. 8.3 To the maximum extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, Boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the T2 Systems Canada, Inc. Page 4 property upon which Contractor performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liability, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate directly to any breach of the terms and conditions of this Agreement by Contractor, or Work performed or Services provided by Contractor including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them); (2) use of improper materials in performing this Project including, without limitation, defects in workmanship or materials and/or design defects; and/or (3) any and all claims asserted by Contractor's subcontractors or third party suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. 8.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 8.5 WITHOUT LIMITING CONTRACTOR'S DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND EXCEPT IN THE CASE OF CONTRACTOR'S OR ITS SUBCONTRACTOR'S OR THIRD PARTY SUPPLIER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CONTRACTOR, ITS THIRD PARTY SUPPLIERS' AND THEIR RESPECTIVE REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR CLAIMS AGAINST CONTRACTOR BY CITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND/OR ANY PRODUCTS OR SERVICES DELIVERED OR FAILED TO BE DELIVERED UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CITY, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY CITY PURSUANT TO THIS AGREEMENT, OR THE MAXIMUM EXTENT OF CONTRACTOR'S INSURANCE POLICY LIMITS, WHICHEVER IS GREATER. 8.6 WITHOUT LIMITING CONTRACTOR'S DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND EXCEPT IN THE CASE OF CONTRACTOR'S OR ITS SUBCONTRACTOR'S OR THIRD PARTY SUPPLIERS' BAD FAITH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL CONTRACTOR OR ITS THIRD PARTY SUPPLIERS BE LIABLE IN ANY WAY FOR ANY PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTORY T2 Systems Canada, Inc. Page 5 RIGHTS OR ANY OTHER BASIS ARISING OUT OF CITY'S USE OF THE PRODUCTS, OR OTHERWISE ARISING PURSUANT TO THIS AGREEMENT. 8.7 WITHOUT LIMITING CONTRACTOR'S DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND EXCEPT IN THE CASE OF CONTRACTOR'S OR ITS SUBCONTRACTOR'S OR THIRD PARTY SUPPLIER'S (WHICH FOR THE SAKE OF CLARITY INCLUDES BUT IS NOT LIMITED TO THE UNDERLYING WIRELESS DATA SERVICES CARRIER) BAD FAITH, NEGLIGENCE, OR WILLFUL MISCONDUCT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DUE TO THE NATURE OF INTERNET AND WIRELESS TRANSMISSIONS, CITY AGREES THAT NEITHER CONTRACTOR NOR THE UNDERLYING WIRELESS DATA SERVICES CARRIER SHALL BE LIABLE FOR ANY LOSS, COSTS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY LACK OF PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS, SERVICES INTEROPERABILITY, ACCESS OR INTERCONNECTIONS WITH THE CONTRACTOR SERVICES, SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS, ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS, LOST OR ALTERED MESSAGES OR TRANSMISSIONS, OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CITY'S CONTENT, DATA, PROGRAMS CONFIDENTIAL INFORMATION OR SYSTEMS. 8.8 EXCEPT IN THE CASE OF CONTRACTOR'S OR ITS SUBCONTRACTOR'S OR THIRD PARTY SUPPLIERS' BAD FAITH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR OUGHT REASONABLY TO HAVE BEEN DISCOVERED BY, THAT PARTY. 8.9 THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER CONTRACTOR, ITS THIRD PARTY SUPPLIERS AND/OR THEIR REPRESENTATIVES KNEW, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. 8.10 CITY AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, WITHOUT WHICH T2 WOULD NOT HAVE ENTERED INTO THIS AGREEMENT AND/OR AGREED TO PROVIDE THE PRODUCTS AND/OR SERVICES UNDER THE CURRENT TERMS (INCLUDING FEES). 8.11 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or T2 Systems Canada, Inc. Page 6 unintentional violation of the intellectual property rights of any third party with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's deliverables provided under this Agreement. 8.12 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 8.3 above. 8.13 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 9. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees, nor any of its subcontractors, are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 10. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on theProject. 11. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 12. SUBCONTRACTING Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written T2 Systems Canada, Inc. Page 7 approval of City. 13. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 14. CONFLICTS OF INTEREST 14.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 14.2 If subject to the Act and/or Government Code §§ 1090 et seg., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 15. NOTICES 15.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at.- Attention- t: Attention: Revenue Manager City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 15.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: T2 Systems Canada, Inc. Page 8 Attention: Joe Weiler T2 Systems Canada, Inc. 8900 Keystone Crossing, Suite 700 Indianapolis, IN 46240 16. TERMINATION 16.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of thirty (30) calendar days after notice of default, or if more than thirty (30) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 16.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving thirty (30) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractorfor services satisfactorily performed and costs incurred in the performance of such services up to the effective date of termination for which Contractor has not previously been paid. In the event of termination under this Section, City shall also pay Contractor for all Products, associated materials, and hardware delivered to City site under this Agreement that City deems usable. 17. WARRANTY 17.1 Contractor warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing within two years from the date of final acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of final acceptance by City for hardware products manufactured by Contractor. If Contractor installs the Products and associated hardware and materials, or supplies technical directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. 17.2 If Contractor -manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered without additional charge to City within seven (7) working days. City will return the defective product to Contractor. Contractor shall repair or replace the defective item and return it to City, at Contractor's expense. T2 Systems Canada, Inc. Page 9 17.3 Contractor shall perform any necessary testing, repair, replacement, and certification at no cost to the City during the warranty period, using Contractor's equipment. 17.4 The foregoing warranty and the warranty provisions set forth in Exhibit A are exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Contractor does not warrant any equipment of other manufacture designated by City. 18. REPRESENTATIONS 18.1 Non -infringement. Contractor represents that to the best of its knowledge the technology embodied in the products sold herein does not infringe upon a United States patent or United States copyright in effect as ofthe Effective Date. 18.2 Authorfty. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement or the rights, duties and obligations of the parties hereunder; and (c) that the execution, delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court order under which such party is a party or may be bound or affected by or which may affect the rights, duties and obligations hereunder. 18.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 19. CONFIDENTIAL INFORMATION. 19.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. T2 Systems Canada, Inc. Page 10 19.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 19.3 Right to Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 20. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 21. FREIGHT (F.O.B. DESTINATION) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all Products under this Agreement. City is responsible for all shipping requirements for Products to Contractors facility which are under warranty. 22. STANDARD PROVISIONS 22.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into thisAgreement. 22.2 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 22.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 22.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all T2 Systems Canada, Inc. Page 11 preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 22.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 22.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 22.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 22.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force andeffect. 22.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. The parties agree that their rights and obligations under this contract shall be governed by the domestic law of the State of California, including the Uniform Commercial Code as enacted in that state, and shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. 22.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis underlaw. 22.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys'fees. 22.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] T2 Systems Canada, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: y�sfal By: a on C. Harp C y Attorney ATTEST: Date: �- k • ;0AI By: 0 0&% / d' ?m ft — Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: �'r' �y '' f By: A, _'- 4--L�� Grac . Leung Cit/Manager CONTRACTOR: T2 SYSTEMS CANADA, INC., a Canadian corporation Date: �Z7 Z_ t By: Adam Blake Chief Executive Officer Dai By: Carl Gillert Secretary & Chief Financial Officer [END OF SIGNATURES] Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — Insurance Requirements T2 Systems Canada, Inc. Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: ron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager CONTRACTOR: T2 SYSTEMS CANADA, INC., a Canadian corporation Date: in Adam Blake Chief Executive Officer Date: In Carl Gillert Secretary & Chief Financial Officer [END OF SIGNATURES] Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — Insurance Requirements T2 Systems Canada, Inc. Page 13 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES 1. INTRODUCTION T2 Systems Canada Inc. (72") is engaged to partner with the City of Newport Beach ("Customer") for the purchase of paystations and equipment, corresponding software, and payment processing services as identified below ("Solution"). This Scope of Services outlines the general scope, and associated responsibilities required to implement the quoted Solution. The active participation by both T2 -and Customer project teams is crucial to the process, as deliverables are time sensitive and require task coordination and completion by multiple resources. This Exhibit A - Scope of Services and Schedule of Billing Rates, and its sub -exhibits A- 1 through A-5, are incorporated by reference and shall be governed by the terms of the executed Purchase and License Agreement entered into between the parties concurrently herewith ("Agreement"). 2. Project Term The parties anticipate that T2's Services will begin on the Effective Date of the Agreement ("Start Date"). 3. Project Overview This Scope of Services covers what was documented and agreed to be implemented during the sales process and supersedes all prior agreements pertaining to this project. It does not cover perceptions or assumptions based on conversations, written or solution demonstrations that took place outside of the process. The scope of this project is: -T2 will deliver fifty eight (58) Luke II paystations with the features and accessories as shown in attached at Exhibit Al Quote Q-12830. -T2 will deliver eighty four (84) EMV Readers and eighty four (84) Electronic Lock upgrade hardware for existing pay stations. -Services included in the initial cost are: Digital Connect Activation fee, Merchant Account Setup charge and Terminal Setup charge. Pricing for these services are identified in the pricing sheet attached at Exhibit A3. -T2 will deliver the pay stations in April 2021 to: Ameripark LLC — C/O City Newport Beach 592 Superior Ave Newport Beach CA 92663 -T2 will deliver all other equipment in April 2021 to: Ameripark LLC's Office 567 San Nicolas Dr STE 100 Newport Beach CA 92660 -Customer's parking management contractor will be responsible to complete the installation of the pay stations, EMV Readers and Electronic Locks and to manage the initial two (2) year warranty, and the optional extended warranty to commence in year three. -Monthly fees will be charged for Digital Iris support subscription services, Digital Connect (wireless data services) and T2 SecurePay (EMV processing), to be paid by Customer's parking management contractor. Text to Extend and Coupon Code creation are included in the Digital Iris services. -T2 will provide the Customer with one (1) administration account (login and Password) to access the Digital Iris Services on the T2 system. -New equipment warranty is for a two -(2) year period. The optional extended annual warranty fee will begin on year three (3) of Agreement. 4. Project Management T2 and Customer will each appoint a Project Manager as a single point of contact and manage all activities on the project, as of the project start date. 5. T2 Responsibilities 1. Provide appropriate knowledge transfer and guidance such that Customer can effectively carry out your project responsibilities. 2. T2 Systems will work with Customer to design an initial project plan. T2 will be responsible to manage and maintain the T2 project plan and communicate major milestones. 3. Management of all required T2 Systems resources allocated and tasks assigned to the project. 6. Customer Responsibilities 1. Provide its expertise such that T2 can effectively carry out its project responsibilities. 2. Manage and maintain its internal project schedule. T2 will work with Customer to develop a project schedule. 3. In a reasonable and timely manner, complete any acceptance testing and formal deliverable sign -off. 7. Hardware Contractor shall provide the hardware and accessories as shown in Attachment Al, for a not to exceed amount of $472,497.60. Contractor shall provide the upgrade hardware for existing pay stations as shown in Attachment A2 for a not to exceed amount of $77,448. Contractor shall deliver all hardware related to the upgrade of existing pay stations to Ameripark LLC office at 567 San Nicolas Dr. Ste 100 Newport Beach CA 92660 in April 2021. Contractor shall deliver pay stations to Newport Beach City Yard C/O AmeriPark LLC at 592 Superior Ave Newport Beach CA 92663 in April 2021. 8. Services and Shipping and Handling Contractor shall provide activation, merchant set up, and terminal set up services in an amount not to exceed $4,646 (see Attachments Al and A2). Contractor shall provide shipping for all hardware in an amount not to exceed $5,800 (see Attachment Al). 9. Data/Software Services Contractor shall provide its Digital Iris portal software and support services, which shall include Text to Extend and coupon code creation capabilities, for a monthly fee of $39 per pay station, which shall be paid by City's parking management contractor. Contractor shall also provide Digital Connect for a monthly fee of $20 per pay station and EMV processing for a monthly fee of $20 per pay station, which shall be paid by City's parking management contractor. Contractor shall provide City with one (1) administrative access account. Paid by Ameripark Monthly fees Digital Iris $ 39.00 142 5 5,538.00 Digital Connect S 20.00 142 5 2,840.00 includes 2,000 transac EMV S 20.00 142 S 2,840.00 Subtotal 5 11,218.00 Annual Subtotal S 134,616.00 5 Year Subtotal S 673,080.00 Warranty 12 mos $ 450.00 142 5 63,900.00 annual fee - for years 3-5 on 5 year contract 10. Warranty Contractor shall provide a warranty for new equipment for the first two years of this agreement. The optional extended annual warranty is included for a fee in the amount of $450 per pay station, which shall be paid by City's parking management contractor, and shall be payable at the commencement of the third year of this Agreement. Project Term and Change Management The parties anticipate that T2's Services will begin 10 business days after Customer authorizes T2 to commence work. The parties estimate that delivery of goods will be complete within 120 days from start of the Project. The timeline may be extended, if necessary, due to availability of required Equipment and Software or T2 personnel, up to ninety (90) days. T2 shall not be responsible for necessary extensions of the timeline due to client availability, or client changes to the Project scope or functional specification. In addition to schedule changes, client changes in the Project may result in additional fees such as Project re-engagement and/or Change Orders, which will require prior written consent of Customer prior to said changes being approved and incorporated into the Agreement. In the event that the scope changes, the Customer will be notified in advance and must provide written approval (via a signed Change Order) to proceed. The new scope will not proceed until the Change Order is executed. 11. Authorization to Begin Work Delivery of the Services is dependent upon receiving written authorization from the Customer. Customer will notify T2 when T2 is authorized to commence work on this Project as currently defined. Lukeg 11 THE INDUSTRY STANDARD FOR BOTH ON -AND OFF-STREET PARKING ENVIRONMENTS The Luke II multi -Space Pay Station sets the standard for high performance in both on- and off-street environments. Super versatile and highly configurable, Luke II is a great option for any operation. Its flexible rate structures and diverse payment options- all able to be configured remotely -help drive and maximize revenue. Luke II accepts bills, coins, and credit cards and features an easy -to -understand payment flow, creating a user-friendly experience for all patrons. Powered by an optional solar panel and qG LTE communications, it's designed for high performance in any environment. Luke it is built with the robust T2 Luke Pay Station platform and integrates with Iris—, T2's cloud -based back end softtNare. Luke II exceeds customer service expectations and delivers superior performance. Features For Parkers Range of convenient payment options such as coins, bills, credit cards, smart cards, passcards (value cards, campus cards), cou pons, and Pay -by -Phone services • Contactless payments for rapid parking transactions • Extend -by -Phone service provides expiry reminders and the ability to add time via mobile phone • Large color screen that is easyto read • Prompts in multiple languages • Ability to payforparkingor add time usingany pay station in the system • Coin escrow refunds consumers' money upon a cancelled transaction • 38 -key full alphanumeric keypad foreasy license plate entry • Easily recognizable design identifies machine as a parking pay station Features For Parking Operators • Separate maintenance and collections compartment forenhanced security • Theft -resistant design to protect coin, bills, and internal components • Enhanced locking mechanism and electronic lock support for added security • PCI compliant and PA -DSS validated system ensures credit card data security • Pay -and -Display, Pay -by -Space, and Pay -by -License Plate on the same pay station • Remote conf igu ration of rates and policies saves time and money • Integration with leading parking technology partners fora complete solution • Flexible rate structures and diverse payment options can increase revenue • Reduced maintenance and collections costs • Real-time creditcardprocessingtoreduce processing fees and eliminate bad debt • Real-time reporting and alarming • Compiete audit trail and rich anaiytics ABOUT T2 SYSTEMS _' Systems Is the largest parking technology provider in North America, with more than 24 years in the parking industry and currently serving thousands of parking professionals. T2 integrates the hest people, processes, and -,ethnology for powerfui, high performance, and secure parking solutions. Its open technology and processes are used to monage more mon 200 million porklna transactions for over I Millan dollars annually across all 50 states and ten provinces in Canada. Customers rely on T2 'ar multi -sante pay stations, permit management, enforcement, LPR. PARCS, business Intelligence, vehicle counting, citation services, and event parking. To learn more about T2's reliable and innovative parking technology solutions, visit T2systems.com. 71 LUKE i2gaugecofdrodedsreetprotectedxvthanantkonosioncoating II Payment Options Coins, bills, credit cards ccontacn'e=payments,sm=_rt card;t2fue cards, campus cards, SPECIFICATIONS Coinesrrowoptiona7 Card Reader Cards arenotingested-nommingparm;reads Tracks ;;and,3ofailmagnencstripecards mnformingtor5078ioand78ir, Cabinet i2gaugecofdrodedsreetprotectedxvthanantkonosioncoating Payment Options Coins, bills, credit cards ccontacn'e=payments,sm=_rt card;t2fue cards, campus cards, coupons, Fe},by-Phonese zices,, Coinesrrowoptiona7 Card Reader Cards arenotingested-nommingparm;reads Tracks ;;and,3ofailmagnencstripecards mnformingtor5078ioand78ir, ma&andwrites to chip-hasedsmart cardsconfonrringtoW/-SiOarnf78i6 Bill Stacker ;aOo-brll capaci y(Ui only) Primer 2-recerptwidth Standard Display CalorbackAtLCDlvrth 640)4SO resofutian • Keypad 38-keyalphmumeric widt tacti ebuttw s Lacks Can here,Feyednvicendthoutremovalof!occytinder,a'ectrors]cbcksop: CharccalGraona! Y Access Separtec partmems(nrmaintenanceandeoifections Premium Communication Options GS,bI CDMA, Ethernet Environmental Requirements -4o'Ftai4o°F(go`Cto6o^C)';reJan'vehumrdit}rup to95,% • Pourer .+o UACsI!mrinesoiaroane!opt!orai Jetelack Pebble Gray RaergGreen Operational Modes PayartdDispky,Payby-Spac4Pay4yLice ePlate MultllingualSupport Up tofourianmuages =nggor.. ornon•Rcmancharcte.� AudibleAlarm Senseshockandvibradon Marine Blue Citrus Yellow Color Charcoalgiay, addirionalco4ors opriona_i Standards UL/C5Aapp rovedADA comp Aanr,PCI compiiant PA-D55vaGdated •u ry+sepratnypurchseAhaxc ,l,wnha•c; �a��:wmv a�cxyrs-.r`F{-;e"_)amE.entxvh_,rctmteriss�lxvnpn:n Exhibit Al - T2 Systems - Quotation For: City of Newport Beach SYSTEMS Quote: 0-12830 Date: 10/15/2020 Expires: 6/30/2021 Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: John Cowley Prepared For: Anthony Alannouf Services Ship To: AmeriPark LLC - Newport Beach CA 567 San Nicolas Dr STE 100 Newport Beach, CA 92660 United States Anthony Alannouf 949.524.8915 tony@reefparking.com Product.. Code 100.0106 Digital Connect Activation USD 30.00 58.00 60.000 USD 12.00 USD 696.00 USD 0.00 Fee LTE Verizon Luke II Solar Escrow Bill CC USD 15,713.00 58.00 60.000 100.7112 T2 Secure Pay - Merchant USD 400.00 1.00 0.000 USD 400.00 USD 400.00 60.000 Account Setup Charge USD 2,900.00 880.4096 100.7113 T2 Secure Pay - Terminal USD 25.00 58.00 0.000 USD 25.00 USD 1,450.00 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a "Tampered" state and cannot be repaired or redeployed. Card readers that have a "Tampered" status are not eligible for warranty coverage. Setup Charge Modem Kit -Internal LTE Verizon L2V5/LC USD 920.00 58.00 60.000 TOTAL: USD 2,546.00 Hardware Product.. Code 104.0001 Luke II/Luke Cosmo Bundle USD 0.00 58.00 0.000 USD 0.00 USD 0.00 900.0025 Luke II Solar Escrow Bill CC USD 15,713.00 58.00 60.000 USD 6,285.20 USD 364,541.60 880.4040 Coin Shutter-L2/LC USD 125.00 58.00 60.000 USD 50.00 USD 2,900.00 880.4096 Globalcom EMV Reader USD 2,150.00 58.00 Configuration Kit -L2 60.930 USD 840.00 USD 48,720.00 The EMV credit card readers are secure devices with anti -tampering controls. If a reader is disassembled, opened up or experiences violent impact, it will be put into a "Tampered" state and cannot be repaired or redeployed. Card readers that have a "Tampered" status are not eligible for warranty coverage. 880.4104 Modem Kit -Internal LTE Verizon L2V5/LC USD 920.00 58.00 60.000 USD 368.00 USD 21,344.00 460.0052 SIM CARD -Digital Connect- Verizon, KORE USD 30.00 58.00 60.000 USD 12.00 USD 696.00 880.4030 Lock -Maintenance -L2 Included 58.00 0.000 Included USD 0.00 MATCH 1145 450.0018 Key -Green Ex.Access- S/L/LR/L2/LC USD 30.00 1.00 60.000 USD 12.00 USD 12.00 450.0019 Key -Yellow Ex.Access- S/L/LR/L2/LC USD 30.00 1.00 60.000 USD 12.00 USD 12.00 880.4037 Lock -Electronic -L2 - Collections (non - discountable) USD 205.00 58.00 60.000 USD 82.00 USD 4,756.00 115.0108 Coin Canister -1_2 USD 600.00 58.00 60.000 USD 240.00 USD 13,920.00 115.0132 Bill Stacker 1000 Note -1_2 USD 485.00 58.00 60.000 USD 194.00 USD 11,252.00 450.0006 Key-Hopp/Canister Acc- S/LR/L2/LC USD 10.00 1.00 60.000 USD 4.00 USD 4.00 115.0108 Coin Canister -L2 USD 600.00 10.00 60.000 USD 240.00 USD 2,400.00 collection spares 115.0132 1 Bill Stacker 1000 Note -1_2 USD 485.00 1 10.00 1 60.000 USD 194.00 USD 1,940.00 collection spares TOTAL: USD 472,497.60 Other Net Total: USD 480.843.60 Tax Amount: USD 37,068.07 Tax Comments: N/A Total: USD 517,911.67 Additional Information: Freight Term: FOB-CUST-PP Payment Terms: N30 IRIS Profile: Ameripark - Newport Beach End User: City of Newport Beach GP Customer Number: 1725 Billing Terms Software subscriptions are invoiced upon Activation. Upon shipping, 100% of order will be invoiced, with the exceptions of (if applicable): • Software subscriptions, as outlined above; • Upon provision, 100% of services, training and/or installation will be invoiced. As indicated on quote - Shipping costs are to be determined at time of shipment, are estimates only or are set amounts. Actual costs will be reflected on invoices unless set amount has been provided. Tax rate, if applicable, will be finalized at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience fee. Purchase orders can be forwarded to purchaseorders@t2systems.com Exhibit A2 - T2 Systems - Quotation SYSTEMS Bill To: City of Newport Beach 100 Civic Center Dr. Newport Beach, California 92660 United States Prepared By: Brande Christensen Prepared For: Caryl Bryant Hardware For: City of Newport Beach Quote: Q-13427 Date: 11/13/2020 Expires: 2/11/2021 Ship To: AmeriPark LLC - Newport Beach CA 567 San Nicolas Dr STE 100 Newport Beach, CA 92660 United States Anthony Alannouf 949.524.8915 tony@reefparking.com 886.0085 Globalcom EMV Reader USD 2,600 84.00 67.692 USD 840.00 USD 70,560.00 Upgrade Kit -L2 880.4037 Lock -Electronic -L2 — USD 205.00 82.00 60.000 USD 82.00 USD 6,724.00 Collections (non -discountable) For Collection Locks changing to E locks in field Customer to source keys, software and docking station from Medeco directly 880.4106 1 Lock Collection Electronic -LC FUSD 205.00 2.00 60.000 1 USD 82.00 1 USD 164.00 TOTAL:j USD 77,448.00 Exhibit A3 - City of Newport Beach SOW Pricing Sheet Vendor Name - T2 Systems DATE - December 17, 2020 Product.. .. Quantity USD 175.00 USD 175.00 630.0032 Keypad-AlphaNum 38 Key- L2 USD 350.00 1.00 50.000 605.0004 Battery 18Ah-L/LR/L2 USD 145.00 1.00 50.000 USD 72.50 USD 72.50 605.0003 Battery 33Ah- LARGE USD 175.00 1.00 50.000 USD 87.50 USD 87.50 460.0052 SIM CARD -Digital Connect- Verizon, KORE USD 30.00 1.00 50.000 USD 15.00 USD 15.00 450.0018 Key -Green Ex.Access- S/L/LR/L2/LC USD 30.00 1.00 50.000 USD 15.00 USD 15.00 450.0019 Key -Yellow Ex.Access- S/L/LR/L2/LC USD 30.00 1.00 50.000 USD 15.00 USD 15.00 165.0020 LCD Screen Lexan - C USD 95.00 1.00 50.000 USD 47.50 USD 47.50 115.0709 LCD Display Colour V5- L2/LC USD 500.00 1.00 50.000 USD 250.00 USD 250.00 500.0226 EMV Card Reader-L2/LC USD 2,450.00 1.00 50.000 USD 1,225.00 USD 1,225.00 116.0003 Controller V5-L2/LC USD 3,250.00 1.00 50.000 USD 1,625.00 USD 1,625.00 115.0116 Coin Chute -L2 USD 105.00 1.00 50.000 USD 52.50 USD 52.50 500.0092 Coin Acceptor Sensor- LR/L2/LC USD 85.00 1.00 50.000 USD 42.50 USD 42.50 521.0056 US Bill Validator w/Plastic Bezel -L2 USD 1,400.00 1.00 50.000 USD 700.00 USD 700.00 115.0132 Bill Stacker 1000 Note -L2 USD 485.00 1.00 50.000 USD 242.50 USD 242.50 115.0108 Coin Canister -L2 USD 600.00 1.00 50.000 USD 300.00 USD 300.00 115.0771 Coin Canister -LC USD 600.00 1.00 50.000 USD 300.00 USD 300.00 450.0006 Key-Hopp/Canister Acc- S/LR/L2/LC USD 10.00 1.00 50.000 USD 5.00 USD 5.00 450.0033 Key -Bill Stacker Access -L2 USD 30.00 1.00 50.000 USD 15.00 USD 15.00 115.0652 Printer Kit CA - L2 USD 1,420.00 1.00 50.000 USD 710.00 USD 710.00 115.0644 Printer - CA Kit - LC USD 1,220.00 1.00 50.000 USD 610.00 USD 610.00 886.0121 Modem -LTE Verizon -L2 USD 750.00 1.00 50.000 USD 375.00 USD 375.00 886.0081 Printer Upgrade Kit - Custom America FW1.10-L2 USD 1,550.00 1.00 50.000 USD 775.00 USD 775.00 550.0028 Lock -Programmable -C USD 170.00 1.00 50.000 USD 85.00 USD 85.00 550.0038 Lock -Electronic -L2 -(non- discountable) USD 325.00 1.00 0.000 USD 325.00 USD 325.00 EXHIBIT A-4 DIGITAL IRIS Addendum THIS DIGITAL IRIS ADDENDUM ("Addendum") GOVERNS THE PROVISION AND USE OF THE DIGITAL IRIS SERVICES, WIRELESS DATA SERVICES, SOFTWARE MAINTENANCE SERVICES AND DIGITAL IRIS RELATED SUPPORT SERVICES PURCHASED BY THE CITY OF NEWPORT BEACH ("CUSTOMER" or "City") FROM T2 SYSTEMS CANADA INC. ("72C"). 1. BACKGROUND. Customer and T2 Systems, Inc. have entered into a Purchase and License Agreement for multi -space pay stations and corresponding software ("Agreement"). T2C is an affiliate of T2 Systems, Inc. and is entitled to enter into this Addendum under the Agreement. This Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. With respect to the Addendum Services, to the extent of any conflict between the terms of this Addendum and the Agreement the terms of the Addendum shall control. 2. DEFINITIONS. In this Addendum: (a) "Activation Date" means the first date that each pay station unit is enabled by T2C to connect to the Addendum Services. (b) "Addendum" means this Digital Iris Addendum. (c) "Addendum Services" means the Digital Iris Services, Wireless Data Services, Support Services, Software Maintenance Services and/or any additional services provided under this Addendum. (d) "Agreement" means the Purchase and License Agreement for multi -space pay stations and corresponding software, as defined above. (e) "Effective Date" means the effective date of the Agreement. (f) "Documentation" means the Pay Station — Software And Hardware — Warranty and Support document attached hereto as Exhibit A-5, and the Luke II Maintenance Guide, 980.0118, Revision G: July 2020, incorporated herein by this reference. (g) "Digital Iris Services" means the hosted software including Software Maintenance Services subscribed to by Customer, to operate the T2C pay station(s). (h) "Fees" means the fees for the Addendum Services as calculated from the Activation Date. (i) "Non -Conformity" means the failure of the Digital Iris Services software to perform according to the Documentation. 0) "Point of Access" means T2C's border router(s) which is (are) used to establish connectivity from the T2C Hosting System to T2C's Internet service provider and the public Internet. (k) "Quote(s)" means the quote forms attached to a written amendment to the Agreement setting out the details of any changes to the Addendum Services subscribed to by Customer, including applicable fees, which upon execution of said Amendment by Customer and Contractor will be incorporated by reference into and form an integral part of this Addendum. (1) "Software Maintenance Services" means access to software updates for Digital Iris Services and T2C pay station software. (m) "Support Services" means services included with the initial warranty period for T2C pay stations, or services added on after the initial warranty period expires. Services are detailed in the Pay Station — Software and Hardware — Warranty and Support document, attached hereto as Exhibit A-5. (n) "System Availability Period" means in respect to the Digital Iris Services, twenty-four (24) hours per day, seven (7) days per week excluding any System Maintenance Window. (o) "System Maintenance Window" means in respect to the Digital Iris Services, scheduled maintenance windows during which Digital Iris Services access will not be available to Customer due to required system maintenance, upgrades, and other hosting requirements. (p) "72C Hosting System" means, in respect to the Digital Iris Services, the entire physical operation(s), located at the T2C facilities designated by T2C from time to time to host the Digital Iris Services, including all networks and servers, hardware, and software that is owned, operated, or provided by T2C, its agents, subcontractors, affiliates, or on behalf of T2C, in the provision of the Digital Iris Services located behind the Point of Access. (q) "72C Hosting System Failure" means a failure of the T2C Hosting System to operate, or an error in the operation of the T2C Hosting System that causes payment transactions to fail to process or to process incorrectly. (r) "Wireless Data Services" means the third party wireless data services, if any, purchased by Customer from T2C for the purpose of enabling communications between the T2C Hosting System and Customer's parking pay stations. All other terms defined in this Addendum shall have the meanings ascribed thereto. Capitalized terms used in this Addendum that are not otherwise defined in this Addendum have the meaning set forth in the Agreement. 3. DIGITAL IRIS SERVICES. (a) Subject to the terms of this Addendum, T2C will supply the Digital Iris Services subscribed to by Customer, and Customer is granted a limited, non-exclusive, non -transferable right to access and use Digital Iris Services software, solely as necessary for Customer's use of the Digital Iris Services for its internal business purposes. (b) T2C will provide Customer with one (1) administration account (login and password) to access the Digital Iris Services on the T2C Hosting System. (c) T2C will provide the Digital Iris Services in accordance with the following standards: (i) T2C is classified under the PCI Security Standards as a Level 1 Service Provider. The Digital Iris Services will remain in compliance with current PCI security standards at all times; (ii) T2C will be responsible for delivery of access to the Digital Iris Services on the T2C Hosting System only up to and including the Point of Access, and is not responsible for any failure due to Customer's telecommunications connections, facilities (including internal local area networks (LAN)) or local infrastructure; (iii) T2C will use all reasonable efforts to ensure the Digital Iris Services will be available during the System Availability Period, and any unavailability shall not exceed five (5) calendar days without prior written approval from Customer; (iv) Scheduled System Maintenance Windows shall occur between 5:30 p.m. PST and 7:30 a.m. PST, and upon prior email notification to Customer at least twenty four (24) hours in advance; (v) T2C shall have the right to implement updates and upgrades to its Pay Station software, in its sole discretion, upon prior written approval of Customer; (vi) T2C will respond to incidents that have been reported by Customer within the response times set out in the Pay Station — Software and Hardware — Warranty and Support document; (vii) in the event of a T2C Hosting System Failure, T2C will, without unreasonable delay, use best efforts to complete data recovery requests, which shall include but not be limited to, using the most recent version of the backup data, databases, applications and configuration pieces required to restore Customer data; (viii) Customer will notify T2C of a T2C Hosting System Failure(s) that results in a failure to collect parking payments, and for said period(s) of failure that are, in the aggregate, more than two (2) hours in duration after notice is given, T2C agrees to reimburse Customer for the revenue lost for the period of time that exceeds two hours in the amount of the average revenue generated in the previous two (2) years on the same day(s), at the same time(s), and from the same parking space(s) which are governed by the meter(s) affected by the T2C Hosting System Failure(s), except that T2C will not be obligated to reimburse for any parking payments that are recoverable through the "Store and Forward Credit Card" processing feature which is a feature where credit card transactions that are taken while pay station software is not able to communicate with the hosting software is stored in the pay station's local storage and forwarded to the hosting software for processing once the pay station regains communication with the hosting software; (ix) T2C agrees to reimburse Customer for any costs or expenses incurred by Customer responding to T2C Hosting System Failure(s), including but not limited to, bank charges, and City staff time expended responding to T2C the T2C Hosting System Failure; (x) in the event of a T2C Hosting System Failure which results in complaints or Claims from end users of pay stations, T2C will provide customer service to end users and will be responsible for resolving all complaints and Claims with such end users which arise out of T2C Hosting System Failure(s); and (xi) in the event of a T2C Hosting System Failure which results in a direct financial loss to an end user, T2C will reimburse the end user for any such direct financial loss caused by a T2C Hosting System Failure. 4. RESTRICTIONS ON USE OF DIGITAL IRIS SERVICES. (a) Customer shall use the Digital Iris Services only for the parking pay stations identified in the Quote(s), and only in accordance with the Documentation and any other instructions issued by T2C from time to time. Failure to use the Addendum Services in accordance with instructions provided by T2C may result in failure of all or any part of the Addendum Services, and/or accidental loss of data or data integrity. If Customer does not understand the requirements for the proper use of the Digital Iris Services, Customer must contact T2C for additional information. (b) Customer may make copies of the Documentation solely for its own internal purposes in conjunction with its use of the Digital Iris Services. Copyright and other proprietary rights in the Documentation shall remain vested in T2C. Customer may not remove any title, trademark, copyright and/or restricted rights or proprietary notices or labels from, or otherwise modify the Documentation, and all copies of the Documentation must include all such notices and labels. (c) Customer shall restrict access to the Digital Iris Services to its employees or contractors, solely as required for its internal business purposes. Without limiting the generality of the foregoing, Customer may not sell, rent, loan or otherwise grant any rights in or to the Digital Iris Services, or permit any other party to do so. (d) Customer agrees not to: (i) introduce any kind of malware, including but not limited to viruses, worms, Trojan horses or other harmful code that may damage the operation of the Digital Iris Services or the T2C Hosting System; (ii) use the Digital Iris Services in any manner which could damage, disable, overburden or impair any part of the T2C Hosting System, or interfere with any other customer's ability to use the Digital Iris Services or the T2C Hosting System; (iii) attempt to gain access to other customers' accounts through any manner of hacking or password mining or other means; (iv) attempt to embed the Digital Iris Services within another website; (v) attempt to use such methods as SQL Injection, Cross Site Scripting, Remote File Inclusion, Cross Site Request Forgery and any other methods not authorised by T2C to gain access to the T2C Hosting System or the Digital Iris Services,- (vi) ervices; (vi) attempt a Denial of Service ("DOS") attack of any kind; (vii) use the Digital Iris Services or the T2C Hosting System to transmit SPAM, junk email or other unsolicited email of any kind; or (viii) in connection with the Addendum Services, engage in conduct that would constitute a criminal or quasi -criminal offense, that could give rise to civil liability, intellectual property rights infringement, or privacy rights violations, or that would otherwise violate any applicable local, provincial, state, federal or international law, or accepted Internet protocol. 5. WIRELESS DATA SERVICES. (a) If purchased by Customer, T2C will provide the Wireless Data Services, supplied by T2C's underlying third party wireless data services carrier, to Customer. (b) Customer shall use the Wireless Data Services only in connection with the Digital Iris Services and parking pay stations identified in the Quote(s). (c) Customer agrees that it will at all times comply with and abide by all terms and conditions established by T2C for the use of and access to the Wireless Data Services, and acknowledges that the Wireless Data Services may be restricted or cancelled by T2C or the underlying data services carrier if there is a reasonable suspicion of abuse or fraudulent use of the services. (d) Customer may not resell the Wireless Data Services to any other person(s). (e) Customer has no property right in any wireless number assigned to it in connection with the Wireless Data Services, and understands that such number can be changed. (f) Customer will provide T2C with prompt notice of any suspected abuse or fraudulent use of the Wireless Data Services of which it becomes aware. 6. SOFTWARE MAINTENANCE SERVICES. Software Maintenance Services include updates to Digital Iris Services, access to new general availability ("GA") software and peripheral firmware updates, where applicable. E -Mail and help desk ticket -based customer support for GA software troubleshooting and review of pay station log files for analysis of software behavior and performance are detailed below: (a) New features and bug fixes may be requested but are not guaranteed to be developed or added to a future software release. T2C is under no obligation to develop custom software. (b) T2C will notify Customers when new software is available for GA. Deployment of software releases is the responsibility of the Customer and is the Customers responsibility to download the software, complete any self-directed testing and install the software onto the pay station(s). (c) The Software Maintenance Services are included with a Digital Iris Services subscription. Software Maintenance Services cannot be separated from Digital Iris Services. (d) Subscription to Software Maintenance Services does not permit the Customer to resell to any other entity, or install the software on any system that T2C has not authorized. (e) Software Maintenance Services cover only T2C GA approved software versions with a GA date of no more than two (2) years old at time of contacting customer support for assistance. (f) Hardware warranty support is not included with Software Maintenance Services. (g) Software Maintenance Services is assigned to T2C products by serial number and cannot be transferred. (h) The services listed below are not covered under the Software Maintenance Services and will be charged separately on a time and material basis at T2C's then standard rates, and upon prior written approval of Customer: i. Installation / upgrade field services. ii. Backup and recovery of software, other computer programs, or data. iii. On-site services. iv. System restoration (i.e. reloading of software, and data). V. Additional copies of software media. vi. Training queries and consulting services. Firmware Updates. Firmware support is available for device level software including printers, bill acceptors and coin acceptors. Firmware updates will be available via a download utility for installation by Customer. T2C will provide remote installation assistance where required. Spare parts replacements can include installed firmware and where possible, the firmware version in the installed parts will be set at the same version level as the parts replaced. Otherwise, the firmware will be set to the T2C approved version. Chargeable Firmware Upgrades. Chargeable firmware upgrades shall require prior written approval of Customer. Any such chargeable firmware upgrades will be billed on a time and material basis, together with installation support and includes: i. firmware upgrades for new currency releases issued by governments. ii. firmware releases which add optional improvements to equipment. iii. on-site assistance required by the Customer to install downloadable firmware upgrades. 7. SUPPORT SERVICES. T2C will provide the Support Services in accordance with the Pay Stations — Software and Hardware — Warranty and Support document, as amended from time to time. Support Services are limited to those set out in the document, and expressly exclude any additional services required to correct any Non -Conformities. Any additional technical support not under warranty may be agreed by T2C on a case-by-case basis, and shall be charged on a time and materials basis at T2C's then -standard rates, and upon prior written approval of Customer. 8. PAYMENT AND INVOICING. Intentionally Deleted. 9. CUSTOMER LIABILITY. (a) Except to the extent of T2C's bad faith, gross negligence, or willful misconduct, Customer shall be solely responsible for, and shall hold T2C, its third party suppliers, and their respective Representatives harmless from any loss, damage or liability arising in connection with: (i) Customer's inputs, selection and use of the Addendum Services, and all data, reports, statements and other content transmitted, posted, received or created on the T2C Hosting System through Customer's account, by Customer and/or its Representatives; (ii) Customer's or its Representative's use, misuse, failure to use, or inability to use the Wireless Data Services or any other data services required for the use of the Digital Iris Services, including any abuse, fraudulent use or unauthorized access thereto; and (iii) Any breach by Customer and/or its Representatives of any of the terms and conditions of this Addendum. 10. LIMITED WARRANTY. (a) Subject to the disclaimers and limitations in the Agreement, T2C warrants to Customer that, for the duration of this Addendum, the Digital Iris Services will substantially conform to the specifications set out in the Documentation, as revised by T2C from time to time. (b) The foregoing warranty shall not apply to Non -Conformities that result from any cause beyond the reasonable control of T2C including, but not limited to: (i) Customer's failure to: (A) prepare and maintain a technical environment that meets the specifications provided by T2C from time to time; (B) provide necessary communications mechanisms (including connections to pay station units) as specified by T2C from time to time; (C) maintain pay station units in good repair in accordance with T2C's recommendations and requirements for operation, maintenance and repair; or (D) maintain pay station units with a T2C provided pay station software release no more than two (2) years old, if subscribed to the Software Maintenance Services. (ii) the use of the Digital Iris Services in combination with apparatus, systems, products or services where such combination was not provided, proposed, recommended or approved by T2C, or contemplated in the Documentation; (iii) unauthorized modifications or repairs to any equipment supplied by T2C (including pay station units) by Customer or any person not approved by T2C; or (iv) failures relating to Customer's computing environment including, without limitation, electrical failure, Internet connection problems, communications problems, or data or data input, output, integrity, storage, back-up, and other external and/or infrastructure problems, which, as between Customer and T2C, shall be deemed to be under Customer's exclusive control and sole responsibility. (c) Except to the extent of T2C's bad faith, gross negligence, or willful misconduct, T2C shall have no responsibility and provides no representations or warranties with respect to any third party software or services, except as to those supplied by T2C in connection with this Addendum. (d) If Customer notifies T2C in writing of a breach of the foregoing limited warranty, T2C shall, at its cost and expense, promptly, diligently and in good faith continue to completion, using commercially reasonable efforts accounting for the circumstances, the correction or bypassing, in T2C's reasonable discretion, of the Non- conformity within the period required under the Support Services or such other period as may be mutually agreed by both parties depending on the nature and severity of the Non- conformity. EXHIBIT A-5 PAY STATION — SOFTWARE AND HARDWARE — WARRANTY AND SUPPORT This document outlines the software and hardware warranty and support coverage from T2 Systems Canada, Inc. (72C") to its Customers. T2C reserves the right to change the terms and conditions of its warranty and support coverage upon notice from time to time and subject to prior written consent of Customer. Warranty and support coverage will be suspended if Customer fails to pay for any Fees under the terms listed on the Digital IRIS Services and Pay Station Addendums. T2C'S RESPONSIBILITY TO REPAIR OR REPLACE THE DEFECTIVE PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO CUSTOMER FOR BREACH OF THESE WARRANTIES. 1. PAY STATION WARRANTY. i. T2C INITIAL LIMITED HARDWARE WARRANTY. T2C Initial Limited Hardware Warranty covers all physical parts of the pay station, excluding batteries, paper, and cleaning supplies. (1) Hardware is covered under an initial two (2) year limited warranty from defects in materials or workmanship. (2) The two (2) year initial limited hardware warranty shall run from the date of final acceptance of installation by Customer, provided same is not unreasonably delayed by Customer. (3) If hardware proves defective under normal use during the initial limited warranty period, T2C at its option will either repair or replace such hardware. Spare, repaired or replacement parts will be covered under warranty for ninety (90) days or to the end of the initial limited warranty period of the unit of hardware to which they are installed, whichever comes last. (4) T2C may repair or replace defective parts with new parts or with reworked parts equivalent to new parts in performance. (5) If certain parts that T2C designates as "Customer replaceable" fail, T2C will provide the Customer with a replacement part. It will be the Customer's obligation to install the replacement part(s) and return the replaced part(s) in unaltered form to T2C as instructed. (6) Replacement parts that are not installed in a pay station must be stored indoors in a room that is not subject to high levels of dust, moisture, temperature changes or vibration. Storage temperature for electrical components is between 10 and 30 degrees Celsius with humidity between 40% and 60% non -condensing. (7) Changing or tampering with electrical equipment bearing the Canadian Standards Association, or Underwriters Laboratories, ("CSA" or "UL") mark may result in loss of certification. Customers may re -certify at their own expense by contacting CSA or UL directly. This does not apply to out of box failures immediately following installation. ii. OPTIONAL EXTENDED WARRANTY WITH PREMIUM SUPPORT SERVICE. Optional Extended Warranty Services with Premium Support Services for pay stations is included under this Agreement beyond the Initial Limited Hardware Warranty period. This billable extension to the product warranty includes the following services: (1) T2's Limited Hardware Warranty (2) Premium Support Services (3) RMA Advanced Replacement Priority 2. PREMIUM SUPPORT SERVICES. T2C Support can be contacted for all questions or concerns with operating T2C pay stations, Digital Iris, Digital API, or any other product sold directly by T2C. T2C Customer Support can be reached during regular business hours via telephone, email or T2 Communities and outside of regular business hours via a telephone pager system. Premium Support Services are included with both the Initial Limited Hardware Warranty and the Optional Extended Warranty. Premium Support Services not covered under the Initial Limited Hardware Warranty or the Optional Extended Warranty are billable to the Customer, after prior written approval of Customer. 3. RETURN MATERIALS AUTHORIZATION (RMA) PROCESS. Defective parts or products can be returned to T2C for repair, replacement or review depending on the nature of the problem. A Return Materials Authorization ("RMA") number must be issued by T2C for the part(s) prior to shipment. Once the Customer has received the RMA number from T2C, the Customer will securely package and label the part(s) with both the RMA number and shipping details and ship the part(s) to T2C. All shipping costs from the Customer's location to T2C are the responsibility of the Customer. Initial Limited or Extended Warranties. RMA Advanced Replacement Priority. T2C will ship replacement part(s) designated on the RMA to the Customer at T2C's expense prior to receiving the defective parts from the Customer. The parts will be in new or refurbished condition, depending on which is available at the time the RMA was issued. Parts will be placed in queue for shipping at the next available shipping window and shipped via next day service to the address and contact designated by the Customer on the RMA form. After advanced replacement part(s) are sent to the Customer, T2C will wait thirty (30) days to receive the defective part(s) designated on the RMA. If the designated part(s) are not received by T2C at the designated address on the RMA within thirty (30) days, an invoice will be issued to the Customer for the full replacement cost of the part(s) designated on the RMA that have not been returned. In the event the designated part(s) are received by T2C after the full replacement cost of the part(s) designated on the RMA have been invoiced, T2C will issue a full refund to Customer for the amount so invoiced. Customer shall immediately inspect or test all advanced replacement parts(s) upon receipt. Customer shall be deemed to have affected final acceptance of the part(s) fifteen (15) days after the part(s) are used or otherwise placed in commercial operation. Any part(s) that have not been put into commercial operation after two (2) years of receipt by Customer, will be excluded from warranty. ii. No Warranty Coverage. If the Customer is not subscribed to the initial limited or extended warranty coverages, or the nature of the defect is not covered under any warranty coverage, returned parts to T2C are subject to an assessment fee and a repair or replacement fee. This service is billable on a time and materials basis and subject to a minimum charge to review any returned part(s) even if no fault is found. The part(s) will be assessed, and if possible, repaired. If the part(s) cannot be repaired, or is not economically viable, T2C will charge the Customer for a complete part(s) replacement. Any and all such charges or fees require prior written approval from Customer. Defective parts or products can be returned to T2C for repair, replacement or review depending on the nature of the problem. A Return Materials Authorization ("RMA") number must be issued by T2C for the part(s) prior to shipment. Once the Customer has received the RMA number from T2C, the Customer will securely package and label the part(s) with both the RMA number and shipping details and ship the part(s) to T2C. All shipping costs with no warranty coverage is the responsibility of the Customer. T2C will notify Customer when T2C issues the invoice for the repair fees. Any and all such fees require prior written approval from Customer. Payment for repair fees are thirty (30) days from receipt of the invoice. T2C is not responsible for removal, installation, or any incidental expenses incurred in replacing the defective item. A summary of the services available under each of the warranty options is as follows: ♦ Y TABLE WARRANTY INITIAL WARRANTY EXTENDED NO WARRANTY PERIOD WARRANTY COVERAGE PREMIUM SUPPORT BUSINESS 44# 414*, + HOURS PHONE SUPPORT AFTER HOURS PAGER SUPPORT + + + E-MAIL SUPPORT + T2 COMMUNITIES SUPPORT + HARDWARE � + REPAIR/REPLACEMENT RMA ADVANCED PLACEMENT ( � + RIOR R�E SOFTWARE MAINTENANCE PAY STATION UPDATES WARRANTY PAY STATION UPDATES Service included at no extra charge + Service available for additional charge 4. CUSTOMER RESPONSIBILITIES. Proper Maintenance. Before contacting T2C for warranty services, Customer should ensure it is following proper operation and maintenance of the Hardware, firmware and software in accordance with T2C's recommendations and requirements in the T2C documentation and user manuals. Products must also be in compliance with IEEE standards for electrical power and grounding quality. Customers should inform T2C of changes in product locations. ii. Customer Efforts. Customer shall use reasonable efforts to assist T2C in diagnosing and performing repairs, including but not limited to: (i) making Customer personnel available on site to perform reasonable troubleshooting and remedial corrective maintenance activity, (ii) providing direct phone or electronic contact between T2C's Technical Support and Customer personnel; (iii) providing remote access to the defective hardware. iii. Computer Requirements. Ensure that the software is installed on a computer that meets or exceeds the minimum requirements as outlined in the BOSS and IRIS User Guides. The Customer acknowledges that upgrades to the software and increases in the size of databases may require upgrades to the computer hardware. Customer is responsible for any computer upgrades that may be required. iv. Software Responsibilities. For software issues, Customer is responsible for downloading the software from T2 Communities, installing, and testing. For all T2C software, Customer is responsible for operating its equipment, providing back-up equipment and services upon failure, isolating and documenting software problems, safeguarding all programs' data and removable storage media and reloading programs and data. V. Replication of Problems. Customer may be asked to (i) replicate software problems at the Customer's site utilizing the unaltered version of the software experiencing the problem, and (ii) provide a copy of an unaltered version of the defective software to T2C. vi. Isolating Problems. Customer agrees to remove all features, parts, options, alterations and attachments not supplied by T2C as part of the products to help diagnose where the problem is occurring. vii. On Site Assistance. If on site assistance is required, Customer should not permit anyone other than T2C or a T2C certified reseller to perform service on hardware under warranty, unless directed by T2C. 5. OBTAINING WARRANTY SERVICES. Obtaining warranty service. To obtain warranty service for hardware located in North America, or for customer technical support, please contact T2C Customer Support using one of the following options: Phone: 888.687.6822 E-mail: digital.support@t2systems.com T2 Communities: https:Hsupport.digitalpaytech.com A T2C Technical Support specialist will determine if the hardware which is experiencing a problem is covered under warranty. Customers must provide the hardware configuration and serial number of the system running the software with the problem, its physical location, the name, release and version number of the operating system software and a description of the problem. Technical Support specialist(s) shall be available twenty four (24) hours day, seven (7) days week, including holidays for T2C Hosting System Failures. Technical Support specialist(s) shall be available during regular business hours for other requests. A T2C Technical Support specialist shall respond to requests for assistance within one (1) hour of a request based on a T2C Hosting System Failure. A T2C Technical Support specialist shall respond to requests for assistance within twenty four (24) hours, or by the end of the following business day, for other requests. . In the event of a billing question, comment, or dispute from an end user of a pay station, T2C will communicate directly with the end user to answer questions and resolve any comments or disputes. When communicating with end users, TC2 will at all times act courteously and professionally. 6. EXCLUSIONS. Items not covered under any Initial Limited, Optional Extended Warranty or Premium Support Service. Certain service activities and materials are not covered by T2C's warranty and will be charged to the Customer at T2C's prevailing hourly rate for the service requested, if approved by Customer in a prior writing. These include, but are not limited to, warranty claims in connection with: • Alterations or attachments not provided by T2C, approved by T2C in writing, or compatible with T2C's standard interfaces. • Third party delivered services or attachments (other than Digital Connect) that could include electrical and networking interfaces (GSM, CDMA, Wi-Fi and Ethernet). • Any negligence, misuse, or abuse by Customer or a third -party including theft or vandalism. • Failure to perform regular cleaning, inspection, adjustment or preventive maintenance activities or to follow proper procedures for operation in accordance with T2C recommendations as set out in the user manuals and documentation. • Movement of T2C products by anyone other than T2C or a certified T2C reseller or by Customer or its parking management contractor. • Failure to adhere to T2C installation or site preparation standards. • Damage resulting from extreme weather conditions, such as flooding, lightning, fires or any act of force majeure. • Hardware upgrades as a result of changes in rules or regulations outside of T2C's control (for example, changes to PCI Data Security Council requirements). • Training issues not covered in the user manuals which are charged on an hourly basis. Arrangements for training can be made through your Regional Sales Manager or local authorized reseller. • Unless otherwise agreed in writing, T2C shall not assume the warranty obligations of any other party. • Batteries, locks and keys are limited to a thirty (30) day replacement warranty. USB keys may be replaced within ninety (90) days of purchase. Any services requested in connection with locks or lock components are charged on an hourly basis. All other consumable items are excluded from warranty coverage. • Globalcom BV1000 EMV credit card readers with a "Tampered" status. • Telephone support for inquiries not covered under the Customers warranty plan. EXHIBIT B INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Cyber Liability. Contractor shall maintain cyber liability insurance with limits of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence, infringement of intellectual property, (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties, and (3) data breach expenses payable whether incurred by City or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services, in the performance of services for City or on behalf of City hereunder 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Contractor or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. From: Customer Service To: Kessler, Joanne; Insurance Cc: sagar(oebix.com Subject: Compliance Alert -Vendor Number FV00000465 Date: Friday, April 9, 20215:57:00 PM [EXTERNAL EMAIL I DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. FV00000465 T2 Systems Canada. Inc Sent by F,bix. designated insurance certificate reviewer for the City of Newport Beach.