HomeMy WebLinkAboutC-8644-1 - Purchase and License Agreement for Multi-Space Pay StationsQ
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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.
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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.
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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.
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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
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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
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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
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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
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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:
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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.
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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.
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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
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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.
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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
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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.