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17- RFP Submission - T2 Systems - Equipment, Software, and Professional Services for Municipal Parking
Equipment, Software, and Professional Services related to Municipal Parking Facilities and Enforcement Submitted by: Lauren Santillano, Regional Sales Manager T2 Systems Inc. 8900 Keystone Crossing, Suite 700 Indianapolis, IN 46240 Date: May 16th, 2017 T2 RFP Response to City of Bozeman, MT Table of Contents Submittal Form and Statement of Non-Discrimination (Appendix A) ........................................... 2 One-Page Project Summary ............................................................................................................. 3 Company Description/Capability ..................................................................................................... 4 Implementation Team ...................................................................................................................... 5 Needham Atkins | Manager of Technical Implementation Services ............................................. 5 Kim Hechinger, PMP | Manager, Project Management ............................................................... 5 Strength ........................................................................................................................................... 5 Approach and Schedule ................................................................................................................... 6 A. Implementation Schedule ........................................................................................................ 6 Implementation Methodology & Project Approach ....................................................................... 6 Project Management .................................................................................................................... 6 B. Software and System Management ......................................................................................... 6 C. Warranty Periods ..................................................................................................................... 8 D. Preventative Maintenance........................................................................................................ 8 E. Training .................................................................................................................................... 8 F. Payment Processing Methods ................................................................................................. 8 G. Innovative Features .............................................................................................................. 8 H. Product Brochures ................................................................................................................... 8 Project References ............................................................................................................................ 9 Cost .................................................................................................................................................. 10 Form Submittal ................................................................................................................................ 16 Desired Features ........................................................................................................................... 17 Notes ............................................................................................................................................. 19 Attachments .................................................................................................................................... 20 T2 Proposed Solution ..................................................................................................................... 21 T2 Flex – One Unified Platform ...................................................................................................... 21 T2 Flex Permit and Enforcement ................................................................................................... 23 Core Features ............................................................................................................................ 23 Permit Components ................................................................................................................. 26 Enforcement Components ...................................................................................................... 26 T2 Parking Access & Revenue Control ......................................................................................... 26 System Design........................................................................................................................... 31 Pre-Installation Testing .............................................................................................................. 32 Implementation .......................................................................................................................... 32 Interim Testing ........................................................................................................................... 32 Final System Testing ................................................................................................................. 33 T2 Factory Direct Service / Warranty Support ........................................................................... 33 T2 RFP Response to City of Bozeman, MT Luke II Multi-Space Pay Station .................................................................................................... 34 Payment Methods.......................................................................................................................... 35 Coins ......................................................................................................................................... 35 Bills ............................................................................................................................................ 35 Credit Cards .............................................................................................................................. 35 Extend-by-Phone ....................................................................................................................... 36 Coupons .................................................................................................................................... 36 Power ........................................................................................................................................ 36 Citation Services ............................................................................................................................. 37 Manage Parking, Not Collections ............................................................................................ 37 Benefits of T2 CS ..................................................................................................................... 37 Soft Collection Techniques ...................................................................................................... 38 Technology and Software ........................................................................................................ 38 Privacy of Debtors (FDCPA, DPPA and FERPA) ................................................................... 38 Training Practices ...................................................................................................................... 39 Case Studies .................................................................................................................................... 40 University of British Columbia Goes Gateless ............................................................................... 40 Background ............................................................................................................................... 40 Challenges ................................................................................................................................. 41 Solution ......................................................................................................................................... 41 Results .......................................................................................................................................... 41 Loyola Marymount University ........................................................................................................ 42 Business Needs, Challenges and Opportunities ........................................................................ 43 Managing Parking Conveniently and Efficiently ......................................................................... 43 Permits ...................................................................................................................................... 43 Validations ................................................................................................................................. 43 Pay-by-Cell ................................................................................................................................ 43 Enforcement .............................................................................................................................. 44 UNIFI Parking Management ...................................................................................................... 44 Educating Parkers ..................................................................................................................... 44 Achieving Customer Satisfaction ............................................................................................... 44 City of Boulder, CO ........................................................................................................................ 45 Boulder Finds Short-term and Long-term Solutions ................................................................... 46 Integrated Solution Increases Efficiency of Parking Violations Enforcement ............................. 46 More Citations, Accuracy, and Revenue .................................................................................... 46 City of Norfolk, VA ......................................................................................................................... 47 City of Park City, UT ...................................................................................................................... 48 Luke II Paystation ............................................................................................................................ 49 T2 RFP Response to City of Bozeman, MT Coupons ........................................................................................................................................... 51 PARCS.............................................................................................................................................. 53 Mobile Enforcement App ................................................................................................................ 57 Sample Agreements ........................................................................................................................ 59 T2 Master Customer Agreement ................................................................................................... 60 PARCS Addendum ........................................................................................................................ 71 Paystation Addendum ................................................................................................................... 84 Flex Addendum ............................................................................................................................. 86 Third Party Resale Addendum ...................................................................................................... 97 CCS Addendum .......................................................................................................................... 100 Digital Iris ....................................................................................................................................... 104 T2 RFP Response to City of Bozeman, MT Page | 1 March 15, 2017 City of Bozeman Bozeman, MT Dear Mr. Meece, T2 Systems is pleased to present the attached proposal for a complete Parking Management Solution in response to the RFP put forth by the City of Bozeman. As expressed in the RFP document, the City desires a solution that addresses the overall parking management needs through the design, engineering, planning, implementation and subsequent support of an integrated system of hardware, software and infrastructure components. As a company that has provided such design and engineering expertise resulting in successfully deployed parking management solutions, we understand and agree with the stated intentions of the City. More importantly, we recognize the complexities involved; particularly when one is tasked to provide such a solution in a turnkey manner. The objective is to have the chosen ‘vendor’ accept the responsibility of not just the supply and installation of the equipment, but rather act as the overall project contracting agent and manage the associated scheduling, civil and electrical work, testing, and post installation support. In reality, you are choosing a long-term strategic business partner; one whom the City will rely on for the coming decade to provide operational and functional insight, and technological support and guidance. With this in mind, is it more appropriate to select a parking ‘general practitioner’ such as a distributor: a company perhaps with limited general parking knowledge and fleeting equipment loyalties? Or would it be more appropriate to select an industry ‘specialist’; a company recognized and heralded for its effective innovation and solution implementation. There are no other providers that come close to the pedigree and experience level of T2 in the development and deployment of engineered solutions for a parking management solution such as you seek. The T2 Flex product is not a typical, one-dimensional parking product. Rather, it is a suite of flexible control and management modules that provides a virtually unlimited capability to address parking management situations. The solution described herein will be engineered, configured, tested, implemented with T2 factory technicians and T2 professional project managers, with subsequent post-installation support provided by T2 staff members: not through a distribution agent. All communication and management tasks will be directed by T2. We wish you much success in the examination and selection process for the project. The process can be daunting as there are a multitude of considerations. We are confident in our ability to exceed the expectations indicated in the RFP and if selected, we are poised to efficiently and effectively prosecute the work indicated. Regards, Lauren Santillano Regional Sales Manager T2 RFP Response to City of Bozeman, MT Page | 2 Submittal Form and Statement of Non-Discrimination (Appendix A) T2 RFP Response to City of Bozeman, MT Page | 3 One-Page Project Summary T2 Systems is pleased to present the attached proposal in response to the RFP for Equipment, Software, and Professional Services Related to Municipal Parking Facilities and Enforcement. As expressed in the RFP document, the City desires a solution that addresses the overall parking management needs through the design, planning, implementation and subsequent support of an integrated system of hardware, software and infrastructure components. The proposal described herein includes preliminary pricing as well as preliminary relevant design, engineering, hardware and software components, implementation, and subsequent support for: ▪ PARCS (parking garage) ▪ Real-Time Dynamic Space and Vehicle Counting (parking garage and surface lots) ▪ Multi-Space Pay Stations (surface lots) ▪ Enforcement Handhelds ▪ Delinquent Collection Services ▪ Permit Management ▪ Automated License Plate Recognition As a company that has provided such design and engineering expertise resulting in successfully deployed parking management solutions, T2 is capable of providing a tailored solution to the City. More importantly, we recognize the complexities involved; particularly when one is tasked to provide such a solution in a turnkey manner. Although the RFP did not include project specifics, T2 is capable to accept the responsibility of not just the supply and installation of the equipment, but rather act as the overall project contracting agent and manage the associated scheduling, civil and electrical work, testing, and post installation support. The role of project contracting agent is not included in our pricing, however, T2 would be happy to negotiate this level of service if the City desires. In reality, you are choosing a long-term strategic business partner; one whom the City will rely on for the coming decade to provide operational and functional insight, and technological support and guidance. With this in mind, is it more appropriate to select multiple parking vendors for each component that you’re purchasing? Or would it be more appropriate to select an industry ‘specialist’; a company recognized and heralded for its effective innovation and solution implementation. There are no other providers that come close to the pedigree and experience level of T2 in the development and deployment of engineered solutions for a parking management solution such as you seek. The T2 Flex product is not a typical, one-dimensional parking product. Rather, it is a suite of flexible control and management modules that provides a virtually unlimited capability to address parking management situations. Municipalities and universities who have chosen T2 solutions have won technology and operational awards (nationally and regionally) for their parking operations: University of Texas, Austin: Won the 2016 IPI Parking Organization of the Year. City of Missoula and Arizona State University: Won the 2016 IPI Parking Professionals of the Year (Anne Guest and Melinda Alonzo) University of Texas, Austin: Won the 2016 IPI Emerging Leader of the Year (Blanca Gomez) University of Texas: Won the 2016 IPI Parking Staff Member of the Year (Jeremy Hernandez) Arizona State University: Won the 2016 IPI Parking Supervisor f the Year (Cathy Harrison) Houston First Corporation: Won the 2016 TPTA Employee of the Year (Reginald Randolph) University of British Columbia: Won the 2015 NPA Innovative Organization of the Year Lexington-Fayette County Parking Authority: Won the 2015 IPI Award for Excellence as the Best Parking Facility Rehabilitation or Restoration We wish you much success in the examination and selection process for the project. The process can be daunting as there are a multitude of considerations. T2 understands these are big and long-term decisions. We believe with our background and experience T2 is in a position to enable the City of Bozeman to meet and exceed your parking management objectives. T2 RFP Response to City of Bozeman, MT Page | 4 Company Description/Capability Powerful Parking Solutions from the Parking Experts T2 Systems was founded in 1994 with one simple goal: make parking better. Our focus is on our customers, which means giving you more solutions to make parking management as seamless as possible. We have worked hard for the past 22 years to build a platform of services that are geared toward increasing efficiency, improving ease of parking management and boosting revenue for our customers. Our UNIFI Parking Management Platform is the parking industry’s most comprehensive solution suite and puts all the tools you need at your fingertips— with one place to manage: Permits Enforcement PARCS Multi-space Pay Stations Vehicle Counting Citation Services Event Parking Since our founding, and continuing ever since, we have established a leadership position in the parking industry and work hard to pave the way in new technologies to make parking better. Over the years, many third-party organizations have recognized our company, staff and solutions. In 2016, we were proud to be included on Deloitte’s 2016 Technology Fast 500 and Inc. 5000’s 2016 List of America’s Fastest-Growing Companies. While we pride ourselves on our accolades, our unified and scalable solutions, and the talent of our people—our most important focus is our customers and their success. T2 is driven to make the lives of our customers (and your parkers) easier by delivering mission-critical technology, solutions and expertise. We move forward with the vision to constantly improve parking and provide intelligent parking solutions for every journey. Furthermore, in 2016, Thoma Bravo, a leading private equity firm focused on the software and technology-enabled services sectors recently acquired T2 Systems. Our new partnership with Thoma Bravo will allow our team to continue to strengthen our operations and invest in new growth initiatives to increase the value of our business. Our Qualifications Our Customers More than 1,000 organizations across North America partner with T2 to utilize available parking more efficiently, improve customer service and significantly increase parking revenue. We serve customers who operate locally, regionally, and nationally—many of whom are parking industry leaders and award-winners. We have designed out innovative and scalable solutions to meet the needs of virtually any organization, including: T2 RFP Response to City of Bozeman, MT Page | 5 Whether it is enforcing city permits, helping to park cars at an event venue, or making sure patients can quickly get to their destination, we have the proven experience to meet your objectives. We are in a unique position to provide a complete parking solution for your municipality, centered on your business needs. You will get the single, unified view you need to deliver success to your parkers. Our customers play a key role in our success. With every thing we do, we look to our customers to better the industry alongside us. This means fostering collaborative engagement through the T2 Customer Community, where we keep an open dialogue about what we are doing right, what can make our platform better, and what the future of parking looks like. We are committed to leading the industry in service and want to set the standard for innovation in our solutions and collaboration with our customers. Additional information on our customers can be found in the “References” section of this RFP response. Implementation Team Please see below for certain key managers of our implementation team. T2 assigns the Professional Services team determined by resource availability at the time of award. Needham Atkins | Manager of Technical Implementation Services Needham joined T2 in 2009 and is the Manager of Technical Implementation Services. In this role, Needham manages a team of Business Analysts and ETL Developers for T2’s Professional Services. Prior to joining T2, Needham worked in parking operations at Duke University for 7 years. There, he fulfilled roles from customer service to adjudications to information systems management. Kim Hechinger, PMP | Manager, Project Management Kim joined T2 in 2011 as a Project Manager. She is an active and certified Project Management Professional and has been in the project management field for over 11 years. Prior to implementing parking hardware and software at T2, she implementing banking software for Open Solutions/Fiserv. She has served in the Project Manager and Senior Project Manager roles at T2 prior to her current role as Manager, Project Management. She manages the team of Project Managers who work with customer to implement all aspects of their T2 solutions and serves as an escalation point for any project-related items. Strength T2 has proven experience and deep roots in the evolving parking industry. With more than two decades of experience and 250 employees, we have significant experience and resources available to help you reach your goals. Our commitment to bettering the parking industry is evident in our quality products and services, thought leadership and strong customer relationships. 1000+ $2B+ 1.5K 18K Customer Organizations Revenue Processed Annually PARCS Lanes Pay Stations T2 RFP Response to City of Bozeman, MT Page | 6 Approach and Schedule A. Implementation Schedule A custom implementation plan specific to the City of Bozeman will be provided upon the time of award. Our Implementation Methodology and Approach is included below so the City can see the approach T2 takes with all implementations. Implementation Methodology & Project Approach With any software or enterprise application, the implementation and upgrade process can be quite complicated, confusing and challenging. However, T2 Systems works hard to make it as easy and seamless as possible, working closely with you every step of the way – including after your go-live date. Our long-standing reputation as a customer-focused company is no accident. It was built over 22 years of working closely with customers and establishing partnerships that began during the implementation process. Only through a successful implementation can T2 truly deliver on our brand promise – making you feel good and contributing to your success by providing high quality solutions and extraordinary customer support. The extraordinary customer support is what makes T2’s implementation process so different from any other solution provider. In addition to the T2 technical resources that will be assigned to your implementation, you’ll have your own dedicated Project Manager and Business Analysts (BA) who will be totally dedicated to you and your success. Project Management What makes T2’s approach unique is our experienced team of project managers totally dedicated to you and helping you through a successful implementation. From start to finish, your T2 Project Manager works closely with you and your team, and serves as your main point-of-contact during this very critical process. It’s not an exaggeration – you’ll get to know your T2 Project Manager very well and his or her first priority is you and your success. Working with you to develop an agreed-upon project plan and detailed scope-of-work document, T2 Project Managers use the latest technology and resources to create and update project schedules, assign resources and analyze risks – all of this shared and discussed with you on a weekly basis. This document provides a detailed description of the implementation process, highlighting the different phases of the project, and key deliverables. B. Software and System Management T2 KNOWLEDGE BASE AND T2 FLEX ONLINE HELP REPORTS MANAGER - T2 Flex offers several reporting options. Each option allows for varying levels of flexibility in developing the report. The options below are listed in order from basic to advanced reporting: ▪ A Search feature allows information to be located by searching on key fields. ▪ Finder tool allows writing mini-queries with defined outputs and can be exported as a delimited text file. ▪ Crystal Reports is offered as an ad-hoc reporting tool for use with T2 Flex. A named user license for developing reports is included with the Flex subscription. Once Crystal Reports are loaded in T2 Flex (for reports and letters), users do not need the Crystal Reports software to run the reports or generate letters. T2 Flex comes standard with over 90 different reports. T2 RFP Response to City of Bozeman, MT Page | 7 The City of Bozeman is welcome to modify any existing reports or create new ones as needed, please note that Crystal Report training is provided during the implementation process. As a Customer, you will also have access to an online library with an additional 200+ reports written by T2 staff members to provide other reporting options to our customers. QUERY MANAGER - Define detailed queries to gather the data you need. Query Manager allows for more complex query building, data export, and batch updates. You can integrate queries with scheduled tasks to update your data or export it to other systems. Queries can be exported into standard fixed ASCII and delimited text files. DASHBOARDS - Monitor key performance indicators and gain deeper insight into your operation with real-time parking information and data analysis tools. The T2 Dashboard Management feature allows you to create and edit graphical widgets that focus on your operation’s needs. These dashboards are optimized for cross-platform, meaning you can view the same information on your smartphone or tablet just as you can on your office computer. To help your operation hit the ground running, T2 supports a User Community on the T2 Hub that allows you to share and download widgets and report formats used by other organizations. This quick and easy-to-use data analysis tool lets you spend more time focusing on driving performance, not measuring it. You can even drill down from enterprise level data to view specifics on operational metrics simply by clicking on data points or highlighting the specific portion of a widget. The dashboard will zoom in and adjust automatically. USER ROLE MANAGEMENT - Set up and maintain user privileges by job role, rather than by the individual user. This makes it easier to set up new employees and audit existing ones. As job roles change, user privileges can be changed all at once for everyone with that role. Since user privileges go with the role rather than the employee, when employees change jobs their rights can be efficiently maintained. May not reflect quoted configuration. T2 RFP Response to City of Bozeman, MT Page | 8 C. Warranty Periods Please see Warranty addendum for more information. D. Preventative Maintenance For T2’s PARCS solutions, preventative maintenance is included in pricing. See our warranty sheet for more information. For the ALPR solution, pricing has been included for a 5-year preventative maintenance warranty. T2 is a Software as a Service (SaaS). Upgrades, including software patches and updates, are included as part of the City’s annual subscription. E. Training Prior to the actual commencement of the training sessions, a T2 professional trainer will meet on site with operational staff to examine and discuss the intended policies and procedures relating to the overall parking system. In this manner, T2 can make sure the training subject matter is consistent with the operational expectations of the City. For example, there are multiple ways in which the system can address a lost ticket: all of which are viable. The engagement of the trainer will ensure the desired process is incorporated in the training curriculum. However, before any training is conducted, particularly with regard to exception transactions and special circumstances, it is imperative that T2 understands your position with regard to specific practices to be followed by the staff. In this manner, the training sessions are inclusive of both the technical system required components and the subjective, policy-driven components. Additionally, your dedicated Business Analyst will guide you towards the correct recorded training modules found in T2 University (also known as T2U) for viewing order to prepare the City for operations-specific training at go-live. The go-live training is provided by the Business Analyst and may be partially done via WebEx if necessary prior to go-live. F. Payment Processing Methods The City of Bozeman will establish a merchant account from list of supported acquirers and the pay stations will be configured to accept credit card payments using this merchant account. All components are PCI-validated from the payment application to the processing gateway. G. Innovative Features T2 is the only vendor in the industry to provide a comprehensive UNIFI platform, which we feel is the best fit for the City of Bozeman – PARCS, ALPR, multi-space pay stations, parking management solution, vehicle counting, and our Citation Services solution. T2 recently announced T2 Link –a single platform to manage all operations from one system versus multiple systems and multiple vendors. More information can be provided in June 2017. H. Product Brochures Please see “Attachments” section for more information on T2’s UNIFI solution. T2 RFP Response to City of Bozeman, MT Page | 9 Project References Montana State University – Bozeman a. Name of Agency: Montana State University - Bozeman b. Contact Information: Brittany Nickolay | Parking Supervisor (406) 994-2121 | brittany.nickolay@montana.edu c. Project Start and Completion Date: Purchased T2 Flex in April 2008, went live in June 2008 with T2 Flex and 2009 with FlexPort (e-commerce application). d. Brief Summary of Project: Initially purchased T2 Flex as their parking management permits and enforcement platform and eBusiness (now called FlexPort). Since that time, Montana State University Bozeman has added additional products and services including AutoCount, T2’s vehicle counting solution within T2 Flex for real-time occupancy. e. Interaction with Sungard Naviline financial software: None at this time. f. Multiple Participating Hotel Integrations: None. City of Missoula, MT a. Name of Agency: City of Missoula, MT b. Contact Information: Tiffany Brander | Administrative Services Manager (406) 552-6243 | tbrander@ci.missoula.mt.us c. Project Start and Completion Date: Purchased T2 Flex and FlexPort in August 2015, going live in December 2015. Additionally, the City purchased 117 Luke II paystations in August ‘15 d. Brief Summary of Project: Initially, the City was interested in T2 Flex for enforcement.T2 Flex permit management module was added during the project. This allowed for Missoula to utilize the full parking management platform that T2 offers. Additionally, the separate concurrent project of adding 117 Luke II pay stations allowed the City to upgrade their entire operation. e. Interaction with Sungard Naviline financial software: None at this time. f. Multiple Participating Hotel Integrations: None. Mount Royal University a. Name of Agency: Mount Royal University b. Contact Information: Gerry McHugh | Parking Manager (403) 440-6848 | gmchugh@mtroyal.ca c. Project Start and Completion State: Mount Royal purchased T2 Flex in September 2009 and went live with Flex in March 2010. MRU then implemented eBusiness (now known as FlexPort) in November 2010. In addition, the first generation of T2’s PARCS solution was installed in November 2010. d. Brief Summary of Project: MRU purchased all 3 product lines and were implemented in phases – Flex first for parking management, eBusiness next for online sales, and then T2’s PARCS solution for access control/credentialed parking management. Since that time, MRU has also added revenue control gated system for parkers to pull a ticket and pay at an automated pay station on exit. MRU has what is considered Series 1 equipment – our first generation of our PARCS offering. e. *Interaction with Sungard Naviline financial software: None at this time. f. Multiple Participating Hotel Integrations: None. *T2 has integrated with multiple financial applications over the course of 430 T2 Flex implementations. Please see Desired Features response for more information. May 16, 2017 City of Bozeman Core and Database Management T2 Systems, Inc. PRODUCT NAME PRODUCT NOTES UNIT PRICE QTY.Y1 Y2 Y3 Base Software ALPR $0.00 1 $0.00 $0.00 $0.00 AutoVu Managed Service ALPR $3,600.00 1 $3,600.00 $3,600.00 $3,600.00 Patroller Connection ALPR $300.00 1 $300.00 $300.00 $300.00 Pay-By-Plate ALPR $300.00 1 $300.00 $300.00 $300.00 Mobile Enforcement App $750.00 2 $1,500.00 $1,575.00 $1,653.75 Mobile Enforcement App integration with Luke II meters $0.00 2 $0.00 $0.00 $0.00 Flex Enterprise Edition Backend management Based on concurrent users $3,948.00 3 $11,844.00 $12,436.20 $13,058.01 FlexPort Account Online capability for customers to manage parking account $480.00 3 $1,440.00 $1,512.00 $1,587.60 FlexPort Permits Online capability for customers to purchase permits $860.00 3 $2,580.00 $2,709.00 $2,844.45 FlexPort Enforcement Online capability for customers to pay and appeal citations $760.00 3 $2,280.00 $2,394.00 $2,513.70 FlexPort PARCS $660.00 3 $1,980.00 $2,079.00 $2,182.95 RoVR Out-of-state look- up minimum. After 48 hits, $1.95 per hit.$1,140.00 1 $1,140.00 $1,140.00 $1,140.00 Mapping License ALPR $500.00 1 $500.00 $0.00 $0.00 Mobile Installation ALPR $2,200.00 1 $2,200.00 $0.00 $0.00 Security Center Installation and Configuration ALPR $1,500.00 1 $1,500.00 $0.00 $0.00 SOFTWARE PROFESSIONAL SERVICES CONFIDENTIAL May 16, 2017 City of Bozeman Core and Database Management T2 Systems, Inc. Custom Development ALPR $1,000.00 1 $1,000.00 $0.00 $0.00 Project Management ALPR $7,200.00 1 $7,200.00 $0.00 $0.00 On-Site and Remote Training ALPR $1,200.00 1 $1,200.00 $0.00 $0.00 Hosted-Server Set-Up Fee ALPR $625.00 1 $625.00 $0.00 $0.00 Travel ALPR $1,400.00 1 $1,400.00 $0.00 $0.00 Mobile Assurance Mobility BaseCamp ALPR $500.00 1 $500.00 $500.00 $500.00 Mobile Assurance Mobility BaseCamp Server ALPR $2,500.00 1 $2,500.00 $2,500.00 $2,500.00 Preventative MaintenaceALPR $200.00 1 $200.00 $200.00 $200.00 Travel ALPR $1,400.00 1 $1,400.00 $1,400.00 $1,400.00 First Year Upgrade Extended Warranty ALPR $1,200.00 1 $1,200.00 $0.00 $0.00 Four Years Advanced Swap Warranty Years 2-5 ALPR $18,200.00 1 $18,200.00 $0.00 $0.00 RoVR Configuration $1,560.00 1 $1,560.00 $0.00 $0.00 Report bundle 5 custom reports or letters per bundle $1,495.00 2 $2,990.00 $0.00 $0.00 Tier I IPG implementation CyberSource or TouchNet $1,950.00 1 $1,950.00 $0.00 $0.00 Configuration of Mobile Enforcement App $200.00 2 $400.00 $0.00 $0.00 ALPR Integration $3,000.00 1 $3,000.00 $0.00 $0.00 Sungard Interface Specific file type needed $8,000.00 1 $8,000.00 $0.00 $0.00 MT DMV interface Import and export $8,000.00 1 $8,000.00 $0.00 $0.00 Payroll deduction Import and export $9,560.00 1 $9,560.00 $0.00 $0.00 Standard implementation $40,000.00 1 $40,000.00 $0.00 $0.00 Travel Estimated $2,000.00 2 $4,000.00 $0.00 $0.00 PROFESSIONAL SERVICES CONFIDENTIAL May 16, 2017 City of Bozeman Core and Database Management T2 Systems, Inc. FlexPort Implementation e-commerce $12,000.00 1 $12,000.00 $0.00 $0.00 AutoVu SharpX Overtime Base Kit ALPR $40,300.00 1 $40,300.00 $0.00 $0.00 Shipping $250.00 1 $250.00 $0.00 $0.00 Mobile Computing Assembly ALPR $5,500.00 1 $5,500.00 $0.00 $0.00 Datamax O'Neil Printer $799.00 3 $2,397.00 $0.00 $0.00 Datamax O'Neil Car Charger ALPR $106.00 1 $106.00 $0.00 $0.00 Datamax O'Neil Case $125.00 3 $375.00 $0.00 $0.00 Printer shoulder strap $15.00 2 $30.00 $0.00 $0.00 $207,007.00 $32,645.20 $33,780.46 PRODUCT NAME PRODUCT DESCRIPTION UNIT PRICE QTY. Delinquent Collections 30%1 NOTES Data plan and cellular devices provided by the City of Bozeman. Ticket stock not included. Assuming 3 concurrent users. Credit card processing fees not included - responsiblility of the City of Bozeman. CITATION SERVICES It is T2's understanding that the City outsources citation processing and collections with your current vendor, but it is not clear if this is desired in this RFP, other than delinquent collections. T2 is happy to provide pricing as it relates to citation processing, payment processing, letter services, etc. per your request. GRAND TOTAL HARDWARE PROFESSIONALSERVICES CONFIDENTIAL May 16, 2017 City of Bozeman Core and Database Management T2 Systems, Inc. T2 has provided a solution we feel make the most efficient operation for the City of Bozeman but recognize that the scope may change as new information becomes available.T2 has a comprehensive scoping and design-build approach.T2 will work as a partner with the City of Bozeman to scope this important project from the ground up to make it the best operation possible, including but not limited to: design-build, operational best practices, examination of current processes, etc. CONFIDENTIAL May 16, 2017 City of Bozeman Surface Lots T2 Systems, Inc. Item Quantity Unit Price Sales Price Pay station (solar, credit card only, cellular)4 $7,544.30 $30,177.20 Set-up fees (one-time)1 $3,197.00 $3,197.00 Monthly Iris Core + 2 Iris services Core includes real-time credit card processing, alerts, and reports. (per month)4 $50.00 $200.00 Annual extended warranty and support (2 years)4 $1,100.00 $4,400.00 On-site training first day 1 $2,500.00 $2,500.00 On-site training (each additional day on-site)1 $750.00 $750.00 Digital Connect (per month)4 $20.00 $80.00 TOTAL $41,304.20 AutoCount - vehicle counting and signage 4 $10,000.00 $40,000.00 NOTES Assuming installation and maintenance to be performed by the City of Bozeman. Pay station options: Can be upgraded to Ethernet, AC, and other payment options. Shipping to be estimated upon shipment. Taxes not included and can be determined. Iris Services can include: Coupons, Extend-by-Phone, and Passcards T2 is proposing our Luke II multi-space pay stations as well as AutoCount (our vehicle counting solution) in the four surface lots in the City of Bozeman. Some assumptions have been made on the features and functionality of these meters. More information will need to be provided. T2 is proposing 1 pay station per surface lot. T2 has provided a solution we feel make the most efficient operation for the City of Bozeman but recognize that the scope may change as new information becomes available.T2 has a comprehensive scoping and design-build approach.T2 will work as a partner with the City of Bozeman to scope this important project from the ground up to make it the best operation possible, including but not limited to: design- build, operational best practices, examination of current processes, etc. CONFIDENTIAL May 16, 2017 City of Bozeman Parking Garage T2 Systems, Inc. Item Quantity Sales Price Lane equipment with proximity reader (per lane)1 $15,000.00 Gate base and gate arm (per lane)1 $4,000.00 Travel 2 $5,000.00 Professional Services: Implementation (per lane)1 $5,000.00 Professional Services: Subcontractor (per lane)1 $3,000.00 Pay-on-foot station (credit card only)1 $25,000.00 Cashier station with validation transport 1 $9,000.00 Preventative maintenance (per lane)1 $1,760.00 Credit card processing (annual)1 $1,000.00 Flex Device: PARCS (per device)3 $4,500.00 Credit card solution (annual)1 $3,000.00 Credit card solution implementation 1 $1,920.00 TOTAL $66,000.00 AutoCount - vehicle counting (per lane)1 $10,000.00 NOTES Above pricing hardware also associated with the "Core and Database Management" tab. Assuming power and network provided. Assuming no exceptional civil work. Assuming no extra interfaces required. Examples of common replacement parts can be provided. T2 has provided a solution we feel make the most efficient operation for the City of Bozeman but recognize that the scope may change as new information becomes available.T2 has a comprehensive scoping and design-build approach.T2 will work as a partner with the City of Bozeman to scope this important project from the ground up to make it the best operation possible, including but not limited to: design-build, operational best practices, examination of current processes, etc. T2 is proposing our PARCS gated solution as well as AutoCount (our vehicle counting solution) in the parking garage in the City of Bozeman. Some assumptions have been made on the features and functionality of for your gated solution. CONFIDENTIAL T2 RFP Response to City of Bozeman, MT Page | 16 Form Submittal Desired FeaturesCommentsSingle technology platform that integrates garages, lots, leases, permits, enforcement, and appeals into one effective parking revenue control and management system. Any system proposed for the parking garage, and citation/appeal, should demonstrate an optimal ‘ease and efficiency’ of enforcement requirements. Utilizing a proposed system should create opportunity to streamline enforcement processes, to the benefit of our customers and internal operations.Yes. Demonstrated success integrating parking software and equipment with Sungard Naviline Enterprise Financial & Accounting software.T2 has integrated with multiple financial applications over the course of 430 T2 Flex implementations. An interface with Sungard Naviline can be done as a batch interface based on a delimited file type( pipe, comma, tab, or fixed-width ). Built-in report writer that can easily allow for the build and customization of user defined reports.Yes, the system comes with one Crystal Report License. - Discuss if the bidder offers report writing services; including costs and time frames.One license included with service.Cloud-basedYes.Outdoor signage that indicates the number of available spaces in a garage/lotYes.Integration with the existing video surveillance system at the Bridger Park Downtown GarageInititally I would say no without more information on the degree of "integration" and specifics of what is required. And further information of the existing camera system.Provide access to the Montana DMV, and a national DMV retrieval serviceYes.Create ‘scofflaw’ files, and flag on the vehicle record for easy identification.Yes. - To include automatic flagging for ‘boot eligible’ and ‘stolen vehicle’ categories.Yes. Customer ‘App’ that provides customers with the ability to know/pay for available spaces in a garage/lot, remote time extensions, pay for citations, and file appeals on a real time basis. This ‘App’ must be able to function within (embed) the City of Bozeman’s “Accela” based App for other city services.YesAbility to implement escalating citation rates, on a real time basis.Yes. Mobile enforcement technology that allows for citation and permit lookups, tire chalking, and other enforcement activities on a real time basis.Yes, tire chalking and other enforcement activities are available on a real-time basis. You may enter in a permit number and permit and vehicle information will display, along with vehicle history. Whe issuing a citation, all other citations related to that vehicle will display. - Integrated citations and photos (with automated date/time stamp)Yes. - Ability to operate through commercial cell phone and/or tablet equipmentYes.Secure online permit purchasing, citation payment, and appeal systems, on a real time basis.Yes. - The system shall provide the capability to set up, issue, track and manage permits. Permits are designed to grant permission, authorization, or certain privileges. A permit may be a card, sticker, RFID card, Proxy card, hangtag, etc. A permit may be issued to a person (or persons), to one or more contracts, or to a property. Yes. - Require customers to pay outstanding citation balances before purchasing a permit.Yes. - Ability to restrict permits by customer name, property address, vehicle license.Yes. - Allow for printing of temporary permits.Yes.The system shall provide the capability to set up, issue, track and manage permits. Permits are designed to grant permission, authorization, or certain privileges. A permit may be a card, sticker, RFID card, Proxy card, hangtag, etc. A permit may be issued to a person (or persons), to one or more contracts, or to a property. Demonstrated ability and experience with implementing secure and verifiable online residential permit systems. Ability to generate and bill for garage and surface lot permits within a single software system.Yes.Ability to contract with the bidder for the purpose of ‘collection’ services, if desired.Yes.Ability to manually enter/print/email permits, leases, and other business items.Yes.Geographic Positioning System capabilities that allow for tracking staff, and analysis of citation activity (volume, amount, etc.) through integration with Geographic Information System and other database systems.Can record the GPS location of the deice and provide reporting on it.Disallow citation appeal after expiration of statutory timeframe.Yes. Allow customers to view citation related documents and photos.Yes.Ability to serve Participant Hotels, through equipment/software that allows for integration with their room reservation systems; OR, through dedicated equipment purchased and placed by the Participating Hotel. (Reference Appendix F for more detailed information). - Currently, the City of Bozeman manually prints ticket vouchers for Participant Hotels, in order to avoid issuing an electronic AVI Card to their guests. The City of Bozeman is looking to end this practice, because of the RFP process. Not sure what to answer here. Seems more of a statement they made than something we need to repsond to. - Ability to interact with Participant Hotels over a Virtual Private Network (VPN), as some locations may not have a fiber optic connection readily available.An Internet connection at the hotel desk is required.Ability to ‘count’ available parking facility spaces on a real time basis, and provide historical occupancy data (by hour and date) for analysis (peak periods, etc.).Yes, with the assumption that the barrier gates remain closed. - Ability to demonstrate successful installations and operations in extreme weather conditions, such as are typical in Montana, to include:Yes - Installations at the 45th latitude, or comparable locations such as Minneapolis, Fargo, Canada, or others? Yes - Significant temperature swings, perhaps as much as 50 degrees in a few hours’ time.Yes - Temperatures from -45 F to 100 FYes - Potentially heavy snow loadsYes - Sustained winds of 40 mph, gusts of 60 mphYes T2 RFP Response to City of Bozeman, MT Page | 19 Notes T2 has included our standard contract and relevant contract addendums as reference. T2 would like to mutually negotiate the sample contract provided in this RFP. T2 has provided a solution we feel make the most efficient operation for the City of Bozeman but recognize that the scope may change as new information becomes available.T2 has a comprehensive scoping and design-build approach. T2 will work as a partner with the City of Bozeman to scope this important project from the ground up to make it the best operation possible, including but not limited to: design-build, operational best practices, examination of current processes, etc. See pricing section for more detailed notes. T2 RFP Response to City of Bozeman, MT Page | 20 Attachments T2 RFP Response to City of Bozeman, MT Page | 21 T2 Proposed Solution T2 is proposing the implementation of a T2 Flex as your unified parking management solution; a single system capable of providing control to all aspects of your parking operation – Parking Access and Revenue Control, ALPR, Permits, Pay Stations and Citation Services while providing centralized administration, reporting, and process operation from one central management portal. The key advantages of implementing a unified system for management of all parking operations: ▪ One common interface delivers information via a browser ▪ Instantly and consistently, implement parking regulations across the entire parking eco- system. ▪ Customizable reports and dashboards aggregate data across the entire parking operation, while still providing the ability to drill down to specific information, delivering data visualization and turning operational data into actionable items. ▪ Consolidation of permit management, enforcement management, and PARCS would not require a special interface between disparate systems should a non-enterprise be chosen. ▪ Regardless of which point of the system the customer interacts with, all customer data is in one place. ▪ All parking data is in one place for operational decision-making, financial management, and trend analysis. ▪ Upgrades target all components of the system in unison at the same time by the same firm. ▪ Staff training is more effective as operations reside on the same system ▪ 100% of parking revenue can be managed in one system T2 Flex can contain all administrative, operational, and transactional data in one common platform and thus become the authoritative data source for everything related to parking. The result is a unified management environment that streamlines and homogenizes all parking management and operational subsets including permits, contract and visitor transactions, parking revenue collection and reporting, credit card processing, data analysis, parking signage, occupancy management, special events, validations, systems alarms, and exception transactions. By consolidating all the relevant parking control scenarios under one master system, the City of Bozeman will realize an entirely new level of control and data collection. In addition to the collection of consolidated parking data, the T2 Flex solution will provide you with powerful tools to help you correlate and analyze this data. This can be particularly important when making critical short and long-term strategic business decisions. T2 Flex – One Unified Platform Your daily challenge is all about making parking easy for your customers, attaining ROI goals and maximizing revenue. T2 FLEX™ (FLEX) A SINGLE CLOUD-BASED SOLUTION THAT OFFERS THE ABILITY TO COORDINATE ALL ASPECTS OF THE PARKING OFFICE FROM A SINGLE PORTAL. It is tailor-made to allow for centralized control, management, reporting and operation of all sub-systems, streamlining all operational tasks associated with your parking operation. By consolidating all the relevant parking control scenarios under one master system, the City will realize an entirely new level of control and data collection. T2 RFP Response to City of Bozeman, MT Page | 22 Total parking solutions: ▪ PARCS: Tailor your parking facility’s management system to your operational needs, from 24/7 fully automated garages to central cashiering to event parking integrated with ticket sales and more. Reduce the burden of PCI compliance with the only Web- based PARCS solution fully hosted in a PCI-DSS Level 1 environment. ▪ ENFORCEMENT: Manage enforcement using information from pay stations, LPR, and mobile payment systems. ▪ PERMIT MANAGEMENT: Implement, track, and manage parking permits for individuals, groups, or properties—and configure each process to best suit your operational needs—no matter how easy or complex your permit business rules are. ▪ EVENT PARKING MANAGEMENT: Accept payments securely and track transactions and occupancy for event parking with handheld payment technology. ▪ MULTI-SPACE PAY-STATIONS: Increase revenue, reduce operational costs, and improve customer service with pay stations backed by Digital Iris. ▪ AUTOMATED VEHICLE COUNTING: Provide real-time parking availability data for trip planning and intelligent transportation systems with our AutoCount solution. T2 RFP Response to City of Bozeman, MT Page | 23 T2 Flex Permit and Enforcement T2’s permit management and enforcement solution gives you complete control of who is parking in your facilities, and when and where they can park. You can set up, issue, track, and manage parking permits for individuals, groups, or properties—and configure each process to best suit your operational needs—no matter how easy or complex your permit business rules are. We simplify your permit distribution by giving you the option of selling your permits online and even allowing for third-party fulfillment, thus eliminating those long lines during permit season. And any unique identifier can be used as a virtual permit in our system if you choose not to provide physical permits. With T2’s enforcement solution you can manage your enforcement process from start to finish. T2 Flex is the epicenter of information from meters, ALPR, and mobile payment systems—all hosted in our best-in-class private cloud. We take care of technology, while you take care of business. You’ll see everything, and real-time information is in your enforcement officers’ hands, increasing citation accuracy and percentage of violations enforced. When your customers can pay right away online, by phone, via mail, or in the office, you improve citation revenue, and even getting a ticket becomes a “non-event.” Core Features The following features are core to the T2 Flex Permit and Enforcement Solution. CUSTOMER MANAGER - View activity associated with individuals and groups that park or are responsible for parking. Track contact information related to an entity including addresses, phone numbers, and emails. VEHICLES MANAGER - Track cars, trucks or other objects that park; distinguish between drivers and registered owners, as well as prioritize drivers. Custom notification alerts enforcement officers of special considerations. Use RoVR to look up registered owner information for unidentified vehicles. VALIDATIONS MANAGER - Track all validations–encoded, paperless, or printable. You can see everything about a particular validation: the number, associated discount, status, customer or contact, etc. PROPERTIES MANAGER - In T2 Flex, a property is a building, structure, or address associated with a permit. You can associate a property with people/organizations and permissions, as well as support a residential permit program. EMAIL MANAGEMENT - Easily send text-based group emails to a list of recipients that you can either manually create or automatically generate. LETTER MANAGER - Create letters and other notifications. Specify print formats or email. T2 will help set up two standard letters. FACILITIES MANAGER - Configure, control, and track entry, exit, occupancy, and financial activity within a facility. View activity associated with a facility including credentials, customers, and transaction activity. Search all parking transactions within a defined date and time range. REPORTS MANAGER - T2 Flex offers several reporting options. Each option allows for varying levels of flexibility in developing the report. The options below are listed in order from basic to advanced reporting: ▪ A Search feature allows information to be located by searching on key fields. ▪ Finder tool allows writing mini-queries with defined outputs and can be exported as a delimited text file. ▪ Crystal Reports is offered as an ad-hoc reporting tool for use with T2 Flex. A named user license for developing reports is included with the Flex subscription. Once Crystal Reports are T2 RFP Response to City of Bozeman, MT Page | 24 loaded in T2 Flex (for reports and letters), users do not need the Crystal Reports software to run the reports or generate letters. T2 Flex comes standard with over 90 different reports. The City of Bozeman is welcome to modify any existing reports or create new ones as needed, please note that Crystal Report training is provided during the implementation process. As a Customer, you will also have access to an online library with an additional 200+ reports written by T2 staff members to provide other reporting options to our customers. QUERY MANAGER - Define detailed queries to gather the data you need. Query Manager allows for more complex query building, data export, and batch updates. You can integrate queries with scheduled tasks to update your data or export it to other systems. Queries can be exported into standard fixed ASCII and delimited text files. DASHBOARDS - Monitor key performance indicators and gain deeper insight into your operation with real-time parking information and data analysis tools. The T2 Dashboard Management feature allows you to create and edit graphical widgets that focus on your operation’s needs. These dashboards are optimized for cross-platform, meaning you can view the same information on your smartphone or tablet just as you can on your office computer. To help your operation hit the ground running, T2 supports a User Community on the T2 Hub that allows you to share and download widgets and report formats used by other organizations. This quick and easy-to-use data analysis tool lets you spend more time focusing on driving performance, not measuring it. You can even drill down from enterprise level data to view specifics on operational metrics simply by clicking on data points or highlighting the specific portion of a widget. The dashboard will zoom in and adjust automatically. May not reflect quoted configuration. T2 RFP Response to City of Bozeman, MT Page | 25 TASK SCHEDULER - Execute your own or use pre-defined tasks, including your unique reports. Built- in tasks include escalating fines, generating letters and vehicle notifications. USER ROLE MANAGEMENT - Set up and maintain user privileges by job role, rather than by the individual user. This makes it easier to set up new employees and audit existing ones. As job roles change, user privileges can be changed all at once for everyone with that role. Since user privileges go with the role rather than the employee, when employees change jobs their rights can be efficiently maintained. AREAS MANAGER - View and edit data for a particular area; and indicate physical and oversell capacity, cost, and other information. Access stall counts, sales summary and activity history. BULK PERMITS MANAGER - Sell permits to a group or property without manually updating each permit. DEVICE COMMUNICATION SOFTWARE (DCS) - Facilitate online, real-time communication with lane equipment and records transactions automatically. DCS also enables T2 to host your PARCS application. ENCODING STATION SOFTWARE - T2 Flex and T2 Encoding Station software work together to enable you to create validations, value credentials, and Pay-on-Foot (PoF) maintenance cards to be used at PARCS facilities. IN-LANE POINT OF SALE MANAGER - Remotely configure in-lane and central cashier stations, pay-on- foot or pay-in-lane pay stations, and groups of stations from Flex. Automatically send pricing and configuration data to your garages and lane equipment without involving cashiers. RESERVATIONS MANAGEMENT - Track your guest parkers by name with no additional media and invoice the appropriate third party for their guest’s parking. Track your sales capacity to prevent “over- reserving” your facilities. MONITORING SYSTEM - View and maintain every aspect of a facility and its lanes. Record and organize parking stall inventory. Control and monitor oversell rates and active permits by facility. TRANSIENT PRICING MANAGER - Define a rate structure that accumulates by the day, hour, half-hour, or quarter-hour. You can define the dollar amount for the user-defined rate structure, define a fee based on ticket type (such as a lost ticket fee), compute a parking fee for a single transaction, and define a daily cap for transient fee schedules. May not reflect quoted configuration. T2 RFP Response to City of Bozeman, MT Page | 26 Permit Components PERMITS MANAGER - Manage both audit control permits, like hangtags or decals, and access control credentials such as access cards; manage waitlists for each. Easily link them to vehicles or properties and limit the number of permits associated to either, based on your business rules. Automate permit fulfillment with PermitDirect™. Enforcement Components CITATIONS MANAGER - T2 Flex’s Citation Management module allows for the issuance and processing of citations. Citations can be issued by paper, handheld device, or eTicketbook (laptop application). Handheld ticket writers can issue citations, reducing data entry time and data entry inconsistencies. Citation processing can include locating and/or recording vehicle owner information, printing/emailing overdue notices; with better communication to your customers, you will see more delinquent citation revenue. Our Citation Management module also allows for exporting citation data to a collection agency and recording payments. T2 Flex Citation Management has built in Scofflaw, repeat offender, workflows. T2 Flex allows you to configure the database based off your business processes. T2 Flex has the ability to send out scofflaw notification letters, by sending out these letters you are giving customers a notification and the chance to pay outstanding debt before their car is booted or impounded. With the T2 Flex Citation Management module, you have the ability to mark vehicles and or permit holders as VIPs. VIP and scofflaw data is sent in real time to the handheld ticket writers allowing for better communication with your field officers and in-office staff. APPEALS MANAGER - Manage hearings and appeals, relate adjudications to citations, schedule hearings, create dockets, and send notices. BOOT/TOW MANAGER - Support and manage the boot/tow process. Boots and tows can have an adjudication associated. T2 Parking Access & Revenue Control T2 Flex Parking Access and Revenue Control solution proposed herein will support the parking management initiatives of the City of Bozeman. T2’s comprehensive offering incorporates powerful hardware, which is specifically designed to allow seamless operation within the T2 Flex Unified environment. The PARCS solution will enable the City to offer multiple access control credentials and forms of payment, and support PCI compliance. The complete PARCS solution will incorporate: ▪ Credential capabilities for ‘contract’ parkers ▪ Comprehensive validation capabilities ▪ Exception transaction reporting and management ▪ Proximity card functionality ▪ TCP – IP addressable equipment ▪ Modular design for effective and quick field servicing ▪ Embedded VoIP intercom devices ▪ On-line diagnostics ▪ Pay in lane capability for credit card processing ▪ Prepped for EMV functionality ▪ On-line and off-line capable T2 RFP Response to City of Bozeman, MT Page | 27 T2 will work with the City in a collaborative effort, to understand the organization’s philosophies and policies. We will review the location in detail, consider the operational demands, and ‘Design’ a solution that is practical, effective, and sustainable. Multi-Use Entry and Exit Stations T2’s Series II Multi-Use Entry and Exit Stations enable your garage to operate unattended 24/7. Automated approach lights, lighted process flow, large full-color display, programmable backlit buttons, and illuminated interface make each station exceptionally user-friendly in all lighting conditions. Transactions are quickly completed using HID Prox and Smart credential access readers, support for AVI, and a combination barcode and magstripe access card readers. You can trust that T2’s PARCS hardware will support your operation for the foreseeable future. Its heavy gauge stainless steel housing is weatherproof and resistant to vandalism. The customizable faceplate is ergonomically designed for ease of use and prepared for an intercom installation. T2 Series II Multi-Use Entry and Exit Stations T2 RFP Response to City of Bozeman, MT Page | 28 Pay on Foot Station The T2 Pay-On-Foot Station (POF) enhances your operation by reducing idle time spent at the gates. It benefits from the same remote configuration capabilities as the Entry and Exit stations allowing your garage to operate unattended. Standard features include a 9” LED Screen that guides your parkers through the payment process in multiple languages. For convenience, the POF supports a magstripe ticket reader with a lighted bezel, backlit coin insertion slot and return, and bill and credit card acceptance. In addition to the heavy gauge steel housing, the POF Station boasts a number of the security features, including a five point locking mechanism, integrated door alarms, separate locks and keys for cash and maintenance compartments, and self-locking coin vault and money safe. Intercoms The Multi-Use Entry and Exit Stations, Pay-on-Foot Station, and the Access Only Station all feature built in intercom preparation, and are able to fit a number of solutions to ensure that T2’s PARCS solution integrates if your existing infrastructure. The chosen intercom system will arrive factory installed. Access Control Stations T2’s Series II Access Control Station is a cost effective solution for permit-only garages. Featuring many of the same great features as the Multi-Use entry and exit stations, your parkers will appreciate the customer-friendly interface and the speed of the authorization. Other benefits include: ▪ 24/7 unattended Operating Capabilities ▪ Full Color 5.7” display offers multiple language options, including: English, Spanish, and German. ▪ Keyed-alike door and opening lid makes maintaining and servicing internal components easy. ▪ Allows the operation to run, even when network connections are down ▪ Support for Automatic Vehicle Identification, and built-in intercom preparation. Series II POF Station (Cash and Credit Series II Access Control Station T2 RFP Response to City of Bozeman, MT Page | 29 Cashier Station T2’s cashier station is fully integrated with Flex and is designed to process transactions quickly and easily. It will automatically compute fees and amount tendered and is capable of accepting cash, credit cards and debit cards for payment. The Cashier Station can resolve exception transactions, such as: ▪ Validations ▪ Lost tickets ▪ Insufficient funds ▪ Disputed fee ▪ Unreadable ticket ▪ Manually issued tickets ▪ Manual credit cards ▪ Disabled permit ▪ Split transactions Additionally, the cashier station allows for on-site management approval for transaction types and a special exception feature that eliminates the need for manual forms while ensuring customer information is entered into the system database. Control Gates Understanding that a parking facility is only as good as its barrier, T2 HAS PARTNERED WITH MAGNETIC PARKING FOR CONTROL GATES. Modern barriers require innovative and future-oriented engineering as well as environmentally compatible and energy-saving technology. Magnetic. Parking barriers meet these requirements completely: While the MHTM™ MicroDrive and the MGC control secure decisive advantages for you and optimize the benefit of your parking facility, the housing and the MicroBoom do not leave anything to be desired. Design and Quality Control Unit Drive Unit Micro Boom MHTM™ MicroDrive barriers impress with sophisticated and enduring design. The modularly designed housing made of extruded aluminum profiles and a base frame made of stainless steel (both powder-coated) offers best protection against corrosion. The MHTM™ product line is winner of the red dot award: product design 2012 and German Design Award 2014. The control unit MGC Pro is compliant with EN 13849. It is located directly underneath the top cover and can be accessed from all sides. Configuring the barrier is easily accomplished via the LCD’s intuitive user interface that can be navigated with just 4 pushbuttons. The functionality may be easily extended via optionally available modules. The drive unit of MHTM™ MicroDrive is not only astonishing because of its small dimensions but you also get high torque with an extremely minimized power consumption. The high torque guarantees best operation even under severe weather conditions (heavy winds, snow, etc.) The motor, motor control and gearing are all combined in one compact drive unit. The MicroBoom is the straight octagonal boom for MHTM™ MicroDrive barriers. This single element can be easily replaced in case of an accident. The MicroBoom comes equipped with reflective tape and a foamed edge protection which offers best protection against damages and harm to people. Pioneer StealthTouch Series Computer, featuring Flex Cashier Station Software T2 RFP Response to City of Bozeman, MT Page | 30 T2 RFP Response to City of Bozeman, MT Page | 31 There are many instances in which seemingly viable solutions were selected only to be poorly implemented resulting in operational dissatisfaction, constant service issues, and less than anticipated system life cycle. T2 very much understands this potential exposure and as such developed a process which ensures transparency, collaboration, testing, and confirmation; ultimately resulting in a project that exceeds expectations. The first step to implementing a designed solution is the identification of a T2 Project Manager. This person will ultimately be responsible for managing and delivering the overall project, inclusive of all the management modules described herein. The T2 PM will prosecute the work based on the following seven distinct project elements: ▪ System Design ▪ Pre-Installation Testing ▪ Implementation ▪ Interim Testing ▪ Training ▪ Final System Testing ▪ Factory – Direct Warranty Service Support System Design T2 will incorporate a Design-Build process in the final crafting of the solution. This type of process creates a collaborative environment in which the City is actively engaged in the ultimate design of the system. Working together, the operational and technical staff of the City and the systems staff of T2 will develop a System Design Document (SDD) that will illustrate all the functionality and site-specific components to be included in the delivered solution. The results of this are four-fold: 1. The City can be very specific as to the individual needs of all primary stakeholders for the facility to be addressed in the project. This granular level of discussion and analysis can be difficult to fully detail in the proposal process. 2. The City staff, working with T2, will gain a very deep level of system functionality: often resulting in more effective management techniques and processes not considered previously. 3. A clear and concise understanding of the agreed-upon deliverable. This process will provide both parties a deep understanding of the entire project, negating mid and late term disagreements that tend to sour an implementation. 4. The development of a project specific System Design by its nature creates the default foundational testing criteria. All parties have the same expectation as to performance and therefore, confirmation of said performance become empirical and not subjective. T2 RFP Response to City of Bozeman, MT Page | 32 During this process, T2 product specialists will conduct meetings with the City to gain an understanding of how current business practices and how they would relate to each T2 Solution module. This process includes a full review of existing and planned policies and procedures, software application processes, and operational tasks addressed by the staff. T2 then correlates the information gathered to craft a Best Practices guideline to be discussed and evaluated by the City. Once approved, those agreed upon practices become the foundation of the System Design document A significant item included in the System Design process is the site-engineering component. This includes the design work required for the associated construction work that is required to ensure the solution is implemented in optimum conditions. Often improvements can be made to increase throughput, reduce congestion, reduce lane equipment damage, increase customer ease of operation, and greatly improve overall system operation and efficiency. These re-design efforts are included in our proposal. Pre-Installation Testing Once the System Design is completed, manufacture of the equipment will take place. Once the equipment is delivered to the T2 headquarters in Indianapolis, T2 will set up a representation of each type of control lane, handheld unit, and any other device to be included in the system. T2 will then configure the system as indicated in the System Design Document. When this is done, a team from will come to Indianapolis to participate in a Factory Acceptance Test. The City team should consist of operational and administrative staff. The test will consist of processing all the types of transactions anticipated for each lane / device type, each permit issuance scenario, each citation scenario, and each process indicated in the System Design Document. Each transaction is monitored, all relevant information collected, and results examined. These results are matched to the expected system performance indicated in the System Design Document. In addition, the transactions processed and their results are used to proof the reporting module to confirm accuracy and content. Only after the system has passed the Factory Acceptance Test is the equipment packaged and delivered to the site for deployment. The results of this are the following: ▪ The City and T2 can confirm functionality prior to implementation. ▪ City staff will gain a level of confidence and system understanding prior to actual implementation. ▪ The T2 engineering staff is immediately available. Should there be a failure or an adjustment to a specific function, the appropriate T2 technical staff is can promptly address the situation. Implementation T2 is providing a turnkey solution to the City of Bozeman. T2 assumes all project management responsibility for the implementation of the enterprise solution described. T2 will use a licensed electrical contractor, to remove the existing equipment, install new vehicle detection loops as required, install new equipment, and connect all high-voltage wiring. Once the high voltage wiring is completed, T2 direct, factory trained technicians will complete the installation. T2 is ultimately responsible for the project and the only point of contact for City. The result of this factory-direct approach is significant. There is no vague communication path between distributor and factory. Finger pointing is a non-issue. T2 does the system design, any suggested lane re-engineering and layout, perform the Factory Acceptance Test, the project management, the implementation, the interim testing, the training, the overall system testing, and perform first-hand all warranty and maintenance procedures. Interim Testing Once the Factory Acceptance Test is completed, the equipment is shipped to the site. Work begins to remove old equipment and perform any related facility / lane modification. The new equipment is then installed in that location. T2 RFP Response to City of Bozeman, MT Page | 33 As each lane is completed and the equipment is turned on, prior to opening that lane for public use, an interim test on that specific lane is conducted. This is a subset of all functionality previously tested during the FAT. It is not a long process – lasting no more than an hour or two. However, by performing the test, T2 can confirm that all the functionality is proper and not adversely affected by the shipping and installation process. This step eliminates embarrassing equipment failures and/or improper functionality. In addition, this is the first exposure the City and its parking clientele has with the new system. It is critical that they observe and utilize a fully functioning system right from the beginning. This is also true of the permit management and citation components. Tests on site are conducted to ensure all expected process associated with each of these components is confirmed and the City’s operational staff is fluent in the associated management and administrative tasks. Final System Testing Once the system implementation is completed and all functionality has been enabled, T2 will schedule a Final System Testing engagement. The purpose is simple – test the system in its entirety for a period of 30 days. The testing criteria are the functionality previously described in the System Design Document and previously confirmed in both the Factory Acceptance Test and the Interim Test process. During this period, any macro system malfunction, causing complete system failure or a facility down situation will cease the test. The malfunction will be corrected, and a new 30-day testing will begin. Non-system related failures such as acts of God, vandalism, or patron misuse will not be considered system failures. Items affected will be repaired with no interruption of the test. Once the test is completed, the warranty period will commence. The intention of the Final System Testing is to ensure the ‘Parking Solution’ procured by the City is collaboratively designed by the City and T2, tested by the City and T2, and implemented and configured by T2, is performing to the expectation of both parties. T2 Factory Direct Service / Warranty Support T2 PARCS Solutions are provided with a variety of viable options for Service/Maintenance & Warranty offerings. While it is our intention to staff the project with a T2 factory trained technician under our direct employ, we understand such an agreement would need additional consideration. Upon review, T2 respectfully requests future discussion of the various options offered, including but not limited to the following: PARCS REMOTE SUPPORT SERVICE ▪ Included with all T2 PARCS Solutions T2 PARCS SERVICE OPTIONS ▪ Onsite, Dedicated T2 Technician ▪ Normal & After-Hours Availability ▪ On-site Service as needed, with next day technician availability guaranteed. ▪ Local Preferred Vendor Training PREVENTATIVE MAINTENANCE OPTIONS (VARYING OPTIONS FOR DURATION) ▪ Quarterly ▪ Monthly ▪ In Conjunction with regularly scheduled training (for local/onsite resources) EXTENDED PARTS WARRANTY/SERVICE ▪ Up to 3 years post-initial warranty expiration ▪ Comprehensive Solution Hardware/Devices ▪ Primary Devices - Only T2 RFP Response to City of Bozeman, MT Page | 34 ▪ Spare Parts Inventory Options The desired option(s) will extend from the beginning of the installation through the completion of the warranty period. Luke II Multi-Space Pay Station Luke II is an instantly recognizable pay station that delivers a visually distinctive design and exterior finish to enhance the City’s landscape. Luke II presents a very flexible platform for the consumer. Its centerpiece, the user interface, has been specifically designed with simplicity in mind to guide the consumer through the parking transaction effortlessly. Instructional steps located on the pay station as well an intuitive menu screen provide the consumer with information on rate selections and transaction processing. No confusing decals need to be applied as the pay station is very user-friendly. Coupled with Digital Iris, our cloud-based data intelligence platform, you will get a total parking solution that that provides actionable information to the right people at the right time. Outstanding Features and Benefits include: ▪ Real-time communication enables key personnel to geographically view machines that require maintenance or collection. Allowing you to optimize your routes and eliminate needless visits, drastically reducing operational costs. ▪ Increase revenue by eliminating parkers piggy-backing time remaining on single space meters, and by not limiting the number of available paid parking spaces. ▪ Reduce communication and transaction processing fees by consolidating payment across a fewer number machines. ▪ Managing a smaller more efficient fleet reduces all operational costs associated maintenance and collection. ▪ Create a safer environment for pedestrians by reducing clutter on your streetscape. ▪ Optionally provide convenience with our multilingual support - English, French, Spanish, German, Vietnamese, and simplified Chinese. ▪ Standard 38-key alphanumeric, weather-sealed keypad with tactile, audible, and visual feedback permits pay-by-license plate operation easily. ▪ Pay-by-Plate transactions increase the return on your mobile ALPR investment. The Luke II is integrated with all major ALPR technology providers so you can add efficiency to enforcement and citation. ▪ Multiple payment methods including coins, bills, credit cards, smart cards, mobile phone, validation coupons and campus cards add convenience for your customers. ▪ Robust cabinet design with separate maintenance and cash vault compartments to provide the highest levels of security. ▪ Our open architecture and extensive existing integrations enable the City to choose technology providers that best fit your evolving needs while maintaining a unified platform. ▪ T2’s proprietary Extend-by-Phone option allows consumers to receive parking expiration reminders and extend time for pay station initiated transactions via text (SMS) messaging without setting up an account. This encourages compliance, can greatly assist in the reduction of citations that enforcement staff issue, promotes extended patronage of local businesses, and increases parking revenue. ▪ Our coin escrow returns coins upon canceled transactions and reduces the need for refunds, enabling your support staff to focus their time on other priorities. ▪ The real-time remote configuration enables designated staff to update rates and display messages or instructions over the air at any time at no additional cost. T2 RFP Response to City of Bozeman, MT Page | 35 ▪ Comprehensive management reports enable you to make informed business decisions with real-time data. ▪ Modular design allows for quick and easy maintenance, upgrades, and component replacement. ▪ PCI compliance and PA-DSS validation ensure ongoing credit card data security. ▪ ADA compliant design features allow to our multi-space meter to be accessible to a wider array of parkers. Payment Methods Coins The Luke II coin acceptor currently supports up to 14 different coin combinations of the standard coin denominations that include $0.05, $0.10, $0.25, $1.00, coins in U.S. currency. It uses high-security optical sensors to detect fraudulent coins and returns them immediately via the ticket cup. The coin acceptor can be removed, cleared, and replaced in less than 30 seconds In addition to being weatherproof and corrosion resistant, the Luke II supports an optional shuttered coin bezel that prevents the insertion of foreign objects. This software-controlled bezel opens only when the pay station is ready to accept coin payment. Luke II also supports a coin escrow unit that returns coins upon a canceled transaction. The escrow unit can support up to 28 coins of any denomination. Alternatively, a refund ticket can be printed and presented by the consumer to the parking operator for a refund. Bills The Luke II bill acceptor accepts any combination of $1.00, $2.00, $5.00, $10.00, $20.00, and $50.00 bills in both U.S. and Canadian currencies. Since the bill acceptor is capable of accepting bills in four directions, most cash transactions can be completed within 15 seconds. Additionally, the software can be updated when the mint issues new currency. The unit is housed in the maintenance compartment. This allows it to be easily removed to clear jams without the opportunity to access the cash vault compartment housing the bill stacker. Furthermore, the Luke II bill acceptor is rust resistant and flush mounted to enhance reliability and discourage vandalism. Credit Cards Luke II can be customized to accept any combination of the major credit cards available: Visa, MasterCard, American Express, Discover, and Diners Club. Credit cards are inserted into the credit card reader and removed by the consumer so that access to the card is always in control of the user. This provides a higher level of comfort to parkers who are considering using their credit cards. Contactless credit cards (Visa PayWave and MasterCard PayPass) can also be accepted with the optional contactless payments module in Luke II and using specific merchant processors including Paymentech. The card reader conforms to ISO 7810 and 7811 Magnetic Stripe Card Standards. T2 RFP Response to City of Bozeman, MT Page | 36 Extend-by-Phone T2’s unique Extend-by-Phone service sends a text message reminder to mobile phones alerting consumers to their parking meter time expiring if the transaction was conducted at the pay station using a credit card in either a Pay-by-Space or Pay-by-License Plate environment. The feature employs a simple text message interface, so consumers don’t have to download a special software or application. Parkers can choose to use this feature when completing a parking transaction at the pay station, without having to plan ahead of time or go through a lengthy and cumbersome registration process. Coupons Using Digital Iris you can create coupon codes, which can be configured for a specific number of uses, a date range, or both. Coupon codes are alphanumeric, 10 digits long, and are assigned a dollar- or percentage-based discount value and may be utilized for coupon-only access to specific rates displayed on the pay station. Coupons can be configured to work for all regions/lots or only specific regions/lots. Power Luke II is powered by a 12V 33Ah sealed gel-cell battery and offers two methods for charging: AC and solar. The modular battery can be easily serviced with basic tools without having to worry about data loss and can last for five years without needing to be replaced. Additionally, the voltage can be checked at the pay station by logging into the Service Menu or remotely by logging into Digital Iris. Luke II has been designed with a power management system to reduce consumption and maximize reliability. This new system has reduced the amount of energy used by the pay station by up to 75 percent thereby reducing capital expenditure and labor costs to replace discharged batteries while still maintaining all existing features. A sleep timer can be enabled to determine the duration of time the pay station’s LCD screen stays on with full power after a transaction is completed. Once in sleep mode, the pay station energy draw is reduced by over 95 percent. Luke II can function on battery alone for 28 days producing 40 transactions per day In place of AC, Luke II offers a solar power option. The compact panel is angled at a near to flat position to enhance the aesthetics of the pay station. T2’s extensive test and research performed on the solar panel under ambient light have shown that this position is highly suited to maximizing the charge under a variety of environmental conditions. T2 RFP Response to City of Bozeman, MT Page | 37 Citation Services T2 will provide collection activities through its wholly-owned subsidiary, Citation Collection Services, LLC (“CS”). References to “escalate” imply the citations that have been identified to be turned over to CS for collection. CS will perform outbound collection procedures on individual debts including: ▪ Third party, FDCPA (Fair Debt Collection Practices Act) compliant letter services and outbound/inbound collection call center services ▪ State licensed ▪ Experienced trained staff ▪ Non-confrontational and professional approach that reflects positively on your organization ▪ Skip Tracing – access to a database with personal information ▪ Real-time bankruptcy information to ensure that no FDCPA violation is committed when pursuing an individual who has petitioned for bankruptcy, verify the legitimacy of the bankruptcy status and improve collection efficiency and results ▪ T2/CS will establish a routine query to export the citation data and escalated to CS for collection efforts to begin. Manage Parking, Not Collections ▪ Labor Saving to better utilize your staff ▪ Increased revenue and improved audit trail ▪ A systematic approach to processing and collections ▪ CS Licensing and Certificate of Authority Benefits of T2 CS ▪ Outsource what you want, keep what you want ▪ Outsource is the direction of the City (not the vendor) ▪ T2s best-in -class business processing and re-engineering team and parking Expertise ▪ Software, system and service components that work together based on your unique requirements ▪ Vendors relations in the Parking World is critical to outsourcing success All work is performed from T2’s headquarters, in Indianapolis, Indiana. T2 currently employs all our own collection department staff and is accountable for employee background inquiries, training, and customer service skills of every collection staff member. Both T2 staff and CS staff use T2 Flex unified parking management system integrated with Artiva – a leading collections industry software. T2 offers technology-based processing and collections utilizing a unified system approach that makes data equally accessible to the parking operation staff and vendor staff. T2 RFP Response to City of Bozeman, MT Page | 38 As a T2 client, we will provide the ability to easily export and integrate with the T2 Flex Parking Management system and the T2 Flex Enforcement Software. T2’s Citation Collection Team T2 has specific team dedicated to the success of your parking operation. There are key members of the Citation Services staff in addition to our support staff that work with the public on a daily basis. These critical staff members range from collections operations such as collection strategy, skip tracing, customer services calls, outbound phone calls, data entry, and analyzing data. Soft Collection Techniques Once we have made contact with the debtor, we first follow the Fair Debt Collection Practices Act, including when we can and can't call a debtor. We make sure they understand the status of the account and the payment amount due. Keep in mind with a ‘gentler’ approach, it should be considered that a debt may take longer to collect and with the investment on the side of T2, we recommend the account be in process for collections for a period not less than one year. We understand that everything we do represents the City; how we talk, collect money, send out collection notices and handle tough situations. Our experienced staff can be described as friendly, but firm, customer service oriented, descriptive, and informative. Technology and Software Through Flex and Artiva, T2 has created an extremely specific processing and collections solution that comply with local and state statutes - good for FDCPA compliance and to deal with an occasional disgruntled debtor and the understanding of a parking ticket and the rules that govern the process. Artiva provides a high degree of debt inventory accuracy and more manageable reporting and enables easy custom workflow management. T2 is an advocate in allowing an organization full access to their data. The City will have complete access to T2 Flex and have the abilities to review and edit. Artiva/CS Features include: ▪ Processing Flow through the system based on your own business rules ▪ Generate reports and search for information using built-in management tools ▪ Customize sophisticated file processing (import/export) tools and features ▪ Financial management and historical transaction auditing ▪ Fully fused dialer capabilities Artiva/CS Benefits include: ▪ Ensure accounts are worked to your standards ▪ Fully-managed and secure IT infrastructure ▪ The high rate of collections for the City, all within our Flex environment. Privacy of Debtors (FDCPA, DPPA and FERPA) T2 follows all applicable state and federal laws that govern collection agencies and collection practices. During the transition period for new clients, T2 will work to discover any additional laws pertaining to each client. We are hands-on, informed and aware of the importance of privacy surrounding good debt collection practices in our industry. We follow the highest rules and regulations for privacy with many federal regulations that are required of a certified collection agency. The Fair Debt Collection Practices Act (FDCPA), which is a consumer protection amendment, establishing legal protection from abusive debt collection practices, to the Consumer Credit Protection T2 RFP Response to City of Bozeman, MT Page | 39 Act. The statute's stated purposes are to eliminate abusive practices in the collection of consumer debts and promote fair debt collection. DPPA, In general, we will not knowingly disclose or make available to any person or entity personal information about any individual where information obtained by a state department of motor vehicle records. The Family Educational Rights and Privacy Act (FERPA) is followed to protect the privacy of student education records. Training Practices All CS staff are experienced and trained to meet or exceed the standards set out in the Fair Debt Collections Act. We are a member of The Association of Credit and Collection Professionals. T2 RFP Response to City of Bozeman, MT Page | 40 Case Studies University of British Columbia Goes Gateless “Customers keep telling us, ‘Wow, I can’t believe how easy this is.’" Brian Jones, Director for Parking and Access Services Background The University of British Columbia in Vancouver, BC is a global center for research and education. With almost 50,000 students, the university constantly strives to better manage its population of commuters that includes students, faculty, and visitors—especially at high profile events where traffic surges for short time periods. Parking at UBC is primarily managed with six garages spread around campus that had been utilizing a PARCS solution with gates at entrances and exits. UBC also utilizes the integration of T2’s T2 RFP Response to City of Bozeman, MT Page | 41 Digital Luke® II Pay Stations operating in Pay-by-License Plate (PBL) mode, and Genetec’s AutoVu LPR to manage enforcement for surface lots and on-street parking. Challenges UBC’s gated facilities were causing significant traffic problems within the garages and on the surrounding streets—making a 45-minute wait to park or leave a common occurrence. These delays resulted in countless customer complaints and a massive carbon footprint. Data showed the average wait time at UBC’s garages was 40 seconds at entry and exit (80 seconds total) with an average of 7,500 vehicles coming in and out of their garages every day. That equated to over 166 hours of idling—burning 175 gallons (660L) of fuel and producing 900 lbs (402kg) of CO2 every day. In early 2014, UBC’s PARCS equipment was approaching its end of life and maintenance costs began to pile up. Brian Jones, Director for Parking & Access Services, was tasked with finding a solution that not only reduces entry and exit times, but also promotes community engagement and draws the public to campus for its world-class attractions. Solution Jones and his team determined their best option was to employ a gateless solution—removing the gates and utilizing additional pay station and LPR equipment UBC had already employed for on-street and surface lots. Fixed LPR cameras were installed to monitor traffic entering and exiting the garages, and a virtual permit program now allows customers to purchase yearly, monthly, and individual event permits by entering their license plate information via UBC’s online portal. UBC also addressed the pedestrian bottlenecking that forms at pay stations before large events by building a movable platform that holds several pay stations. This allows customers to bypass the meter in the garage if it’s busy, and just walk to the venue where one of the mobile stations is available. Results The new gateless solution has drastically reduced or eliminated idling at garage entry and exit points— improving customer service and decreasing UBC’s carbon footprint. “Customers keep telling us, ‘Wow, I can’t believe how easy this is,’” Jones said. Going gateless also meant a capital savings of over $4 million dollars—without any lost revenue. In fact, Jones believes UBC is likely to see a small uptick going forward. “I think people are willing to pay for a little more time than they need to avoid any chance of getting a ticket,” he said. T2 RFP Response to City of Bozeman, MT Page | 42 Loyola Marymount University “The centralization of everything has been great, We have Oracle, Banner, contact, license plate, and payroll deduction information all in one place. It’s complete convenience.” Coby Wagman, Director of Parking and Transportation Loyola Marymount University (LMU) is a beautiful, open campus surrounded by a residential area of Los Angeles. If you walk around campus, you will not see many gates. You won’t see any parking permits in vehicles. In fact, most lots are mixed use. LMU is one of several organizations leading the industry into a more open, virtual future that is made possible by License Plate-Enabled (LEP) parking. Their parking management solution layers integrations with Genetec AutoVu mobile License Plate Recognition (LPR), Digital Luke® II pay stations, and Parkmobile Pay-by-Cell over the T2 UNIFI Parking Management Platform to enable a virtual permit parking operation. T2 RFP Response to City of Bozeman, MT Page | 43 Business Needs, Challenges and Opportunities Since LMU is constructing a new Science building with a garage below it, parking needed to create more revenue to support the project. However, as Associate VP of Administration Services Mike Wong said, “We haven’t charged for parking on campus for over a decade. We have been working through a somewhat substantial PR challenge because people are unaccustomed to paying for parking. We first started communicating the idea that we were going to charge for parking two years before we actually moved to it,” Wong explained. “New signage, town hall meetings—everything,” LMU Director of Parking and Transportation Coby Wagman elaborated. The University administration felt strongly that, to preserve LMU’s unique feel, parking gates should be avoided when possible. “So now we are charging for visitors and long-term parkers, both in mixed lots, and we have almost no gates—all of our parking is mixed use. Frankly, the capital investment of the access and revenue control hardware would have added substantial cost to the project that the LEP solution lets us ignore,” said Wong. Managing Parking Conveniently and Efficiently Permits are not just a hangtag or decal, but rather are the parking permissions and limits that those items represent. A virtual permit system is one in which parking privileges are not removed, but are rather simply identified differently. Virtually any unique identifier can determine parking privileges: a license plate, driver’s license, toll tag, and employee or student IDs can all serve as a virtual permit, and the same parker can use multiple identifiers for added convenience and flexibility. LEP relies on the license plate as the virtual permit. Permits “Our permits are completely self-serve,” said Wagman. “Parkers register on our eBusiness site and, since the license plate is already on the car and there is no permit to display, as soon as parkers register, they are immediately able to park. The permission is acknowledged in real time, which is convenient for them and for us.” Wagman and his team agree that, while the new LEP solution has required some getting used to, “It’s been very easy. There is a lot of technology behind it, and there were some hiccups that required troubleshooting, but it has been a straightforward, user-friendly experience.” Managing parking without gates or physical permits displayed in the vehicle does have benefits, said Wong. “This saves us parking staffing expenses because there is no distribution of permits or stickers, no procurement; it saves a significant amount of labor, on top of the hard cost savings.” Validations LMU went from not charging for parking to charging every parker, and the business practices at the university do not always line up with this change. “Many of our departments felt that there was a need to validate some, but not all, of some people’s parking,” said Wong. “There is no way to do a sticker or stamp validation because there are no tickets. So we worked with Digital to come up with a coupon code system so departments can issue validations to their guests. These validations can be good for one or multiple uses, and can be limited by the clock or the calendar. This lets departments issue validations while we retain full control.” Pay-by-Cell Since the concept of paying for parking was fresh at LMU, Wong and Wagman wanted to make payment as easy as possible. “We added Parkmobile as a customer service initiative,” said Wong. “Adoption is increasing every month,” said Wagman. “Once parkers are through the registration process, they love it!” T2 RFP Response to City of Bozeman, MT Page | 44 Enforcement “This was a big step for us, going virtual,” said Wong. “For me, it was scary at first. But now that we’ve seen it in action for a semester, I’m convinced that it in action for a semester, I’m convinced that it really is the way to go. It frees you up to do so much more,” he said. “It frees up parking staff, allows customers to avoid lines at the office, and it’s efficient to enforce with T2 Handhelds and the eTicketbook integration with AutoVu LPR.” And to supplement the enforcement vehicle, officers can enforce on foot with T2 handheld ticketwriters by simply keying in the license plate information or calling up a report of paid license plates from Digital's EMS. Multiple vehicles can be tied to the same virtual permit, but the permit can only be in active use by one vehicle at a time; the system is even smart enough to cross-check if a plate has been scanned more than once in a parking area over a user-configured period of time. UNIFI Parking Management Perhaps the greatest benefit of LEP is comprehensive parking data management. With payroll deduction parking payments from faculty and staff, student account billing, credit card payments at pay stations and from phones, and point of sale transactions all flowing into Flex, complicated processes are simplified and streamlined. “The centralization of everything has been great,” said Wagman. “We have Oracle, Banner, contact, license plate, and payroll deduction information all in one place. It is complete convenience. We have been able to support our parking operation while simplifying everything.” “Our students are assigned to certain sectors or parking lots based on where they live, and that also needs to be enforced,” said Wong. “Not just whether or not they have a permit, but also whether or not they are in the right lot. And the LEP solution handles that wonderfully.” Educating Parkers Educating LMU’s parkers about how to use the LEP solution also proved to be a hefty task—at least at first. “Universities are very decentralized, so we have to work with other departments to accept this new standard and new system. We had some challenges getting buy-in,” said Wagman. “More than 50%, maybe even 60-70%, of the effort has been on the communication of the solution,” Said Wong. “It’s been a challenge for people to understand that we don’t have any physical permits! Many people get close to the concept because they are familiar with Pay-by-Space parking in cities, but the long-term, plate-based permits were a challenge to explain. We had to be vigilant and careful about enforcing parking in the beginning because we had to show parkers that yes, we knew where they were and where they could park. However, our revenue model is based entirely on permit sales. Citations are just our management tool, not designed to be a revenue generator.” “There is a learning curve to it, and getting everyone to buy into the system—and also shoulder the responsibilities of maintaining accurate records that it involves—seemed difficult early on,” Wagman explained. Now that paying for parking and the virtual permit system have earned widespread acceptance at LMU, the reaction has been overwhelmingly positive. Achieving Customer Satisfaction “Before this year, the cost of providing parking was partially on the backs of our students’ tuition. What T2 and their integrated partners have done is freed up parking to be self-funded. Parking now funds all parking operations. Parking will finance the garage construction, too,” said Wong. “I haven’t heard a single person complain about registration,” Wong said. “The response that we have had from faculty and staff usually sound something like, ‘That was really easy, it took like 30 seconds,’ and ‘Wow that was great!’ Most faculty and staff are surprised by how easy it is. “Students, on the other hand, have grown up with instant technology,” Wong said. “It’s easy for them, and from their perspective, that’s just how it’s supposed to be. Why would it be any more difficult?” T2 RFP Response to City of Bozeman, MT Page | 45 City of Boulder, CO “From my experience with T2, I’ve been really impressed with how their software package comes together.” Eric Guenther, Assistant Manager Parking Services T2 RFP Response to City of Bozeman, MT Page | 46 Boulder Finds Short-term and Long-term Solutions It is easy to see why Boulder is a popular place to live and work. Located at the base of the Rocky Mountains, Boulder boasts more than 300 days of sunshine per year, thousands of acres of open space, the University of Colorado, and a bold entrepreneurial spirit. Boulder has been named the “Smartest Town in the Country” by Forbes, the “Foodiest Town in America” by Bon Appétit, and repeatedly tops quality of life lists. The city of Boulder has a total population of approximately 99,069 including University of Colorado (CU) students. People here are conscious of their carbon footprint and keeping the environment clean. For Boulder, transportation and demand management (TDM) is as important as parking management. Parking services is part of the Downtown University Hill Management Division, and parking revenues are used by the city to fund bus riders and eco pass. Integrated Solution Increases Efficiency of Parking Violations Enforcement The City of Boulder Parking Services organization uses the T2 Flex™ unified parking management platform and 10 handhelds with T2 Flex handheld enforcement software to enforce parking violations. They also recently implemented T2 eTicketbook in-vehicle citation writing software that leverages Genetec AutoVu License Plate Recognition (LPR) through an integration that enhances enforcement workflows. The system coordinates enforcement activities with the court system’s records and streamlines operational efficiency by combining the benefits of an integrated handheld and mobile LPR enforcement system. Eric Guenther, Assistant Manager Parking Services, said, “When we bought our AutoVu LPR system, one of our considerations was a vendor that also works with T2. The eTicketbook software easily integrates with AutoVu, and allows us to issue citations from the same computer that runs AutoVu and enforce twice the area size than before. We are way ahead of our time.” The ability to enforce long-term permit parking and short-term paid parking simultaneously is a key benefit for the city. Boulder uses eTicketBook and AutoVu to enforce: ▪ Scofflaws – the scofflaw list is generated from T2 Flex and automatically put into the AutoVu system each day ▪ Permits in the neighborhoods surrounding downtown ▪ Timed parking zones While Boulder has been using the T2 Flex enforcement solution since 2000, the eTicketBook integration with AutoVu was implemented in May of 2012. Staff mastered the efficiency-boosting technology quickly and most found it, “The best way to enforce while enjoying the operation of LPR.” Issuing citations with eTicketBook is much faster than with handheld ticket writers because much of the vehicle and citation information is automatically populated from AutoVu to eTicketBook, obsoleting manual data entry. The time this saves allows the enforcement staff to increase coverage from one district to two. “LPR sometimes gives you between 3,000-4,000 reads in a day,” said Guenther. “A single operator could not accomplish that many entries, which makes the benefit of the integrated system very real.” More Citations, Accuracy, and Revenue Officers generally write 200-300% more citations in the areas where LPR and eTicketBook are used. In addition, they are on the lookout for other violations, which also produces beneficial results. Of the roughly 9,000 citations per month, 1,000 citations are written using eTicketBook. Citations issued this way are very accurate and are thus easier to collect on. Said Guenther, “We have had an increase in identifying scofflaws. Total revenue is easily over $200,000 for scofflaws alone for the year to date through September. Compared to last year’s total of $200,000, we are looking at a potential 20-25% increase for the year.” T2 RFP Response to City of Bozeman, MT Page | 47 City of Norfolk, VA Historically Norfolk issued 76,000 tickets annually, collecting an average of $397,000 a year. Due to the introduction of light rail and a number of city-wide infrastructure projects, the number of parking meters was reduced, which resulted in reduction of annual citations to 57,000 by 2009. Even with this decrease in the number of citations, Norfolk increased collections to an average of $761,044 a year since engaging CS in December of 2008. We helped City of Norfolk, VA increase revenue by 52% even while their number of citations decreased by 25%. CS is able to collaborate with Norfolk to manage their data, receivables, customers, payments, and collections. CS team and Norfolk staff members work in the same system and have access to the same data in real time. A CS staff member works alongside Norfolk team in Virginia. Together we have streamlined processes to reduce the amount of time spent on manual tasks. CS experience, processes, and relationship with the City of Norfolk increased their collections by 52%. “The ability for the City of Norfolk to partner with T2 and CS as opposed to “employ” allows us to be more active and involved in all of the processes. T2’s commitment to flexibility and bundled services has also boosted productivity in our customer service center. Processes are constantly evolving to manage changing business requirements and customer expectations“, said Lisa Copeland, Accountant, Parking Division, City of Norfolk. Digital Luke® II T2 UNIFITM Parking Public and private parking operators are realizing the benefits of multi-space pay stations: increased revenue, reduced operational costs, and superior customer service, to name just a few. Consumers also enjoy the added convenience, diverse payment options, and ease of use provided by pay stations. The Luke® II pay station is highly secure, flexible, and suitable for both on- and off-street deployments. Luke II fulfills customer service expectations and delivers superior performance and significant contributions to operators’ top and bottom line. Luke II Features for Consumers • Range of convenient payment options, such as coins, bills, credit cards, smart cards, passcards (value cards, campus cards), coupons, and Pay-by-Phone services • Contactless payments for rapid parking transactions • Extend-by-Phone service provides expiry reminders and the ability to add time via mobile phone • Large color screen that is easy to read • Prompts in multiple languages • Ability to pay for parking or add time using any pay station in the system • Coin escrow refunds consumers’ money upon a cancelled transaction • 38-key full alphanumeric keypad for easy license plate entry • Easily recognizable design identifies machine as a parking pay station Luke II Features for Parking Operators • Separate maintenance and collections compartments for enhanced security • Theft-resistant design to protect coins, 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 configuration of rates and policies saves time and money • Integration with leading parking technology partners for a complete solution • Flexible rate structures and diverse payment options can increase revenue • Reduced maintenance and collections costs • Real-time credit card processing to reduce processing fees and eliminate bad debt • Real-time reporting and alarming • Complete audit trail and rich analytics Multi-Space Pay Station For On- and Off-Street Parking Environments Think Technology. Think Solutions. Think T2. Since 1994, T2 Systems has been providing the parking industry with solutions that meet the ever-changing needs of parking managers and parkers alike. T2’s unified parking management platform combines quality products and services with a commitment to thought leadership and strong customer relationships. T2’s intelligent platform of Solutions-as-a-Service (SaaS)—including enforcement, permits, payments, PARCS, event parking and real-time parking availability—is trusted by over 1,000 organizations in the United States and Canada, including universities, cities, towns, private operators, and airports. For additional information about T2 Systems, Inc. products and services, visit www.T2systems.com. 800.434.1502 | T2systems.com 0010916 © Copyright 2015 T2 Systems, Inc. All Rights Reserved. Charcoal Gray Jet Black Pebble Gray Racing Green Marine Blue Citrus Yellow Standard Premium Luke II Specifications Cabinet: 12-gauge cold rolled steel protected with an anti-corrosion coating Payment Options: Coins, bills, credit cards, contactless payments, smart cards, value cards, campus cards, coupons, Pay-by-Phone services. Coin escrow optional Card Reader: Cards are not ingested – no moving parts. Reads Tracks 1, 2, and 3 of all magnetic stripe cards conforming to ISO 7810 and 7811. Reads and writes to chip-based smart cards conforming to ISO 7810 and 7816 Bill Stacker: 1,000-bill capacity (U.S. only) Printer: 2” receipt width Display: Color backlit LCD with 640 x 480 resolution Keypad: 38-key alphanumeric with tactile buttons Locks: Can be re-keyed twice without removal of lock cylinder. Electronic locks optional Access: Separate compartments for maintenance and collections Communications GSM, CDMA, EthernetOptions: Environmental -40°F to +140°F (-40°C to +60°C)* RelativeRequirements: humidity: up to 95% Power: 120 V AC. Slimline solar panel optional Operational Pay-and-Display, Pay-by-Space, Modes: Pay-by-License Plate Multilingual Up to four languages using roman orSupport: non-roman characters Audible Alarm: Senses shock and vibration Color: Charcoal gray. Additional colors optional Standards: UL/CSA approved, ADA compliant, PCI compliant, PA-DSS validated *using separately purchased heater/insulator option. Low end of range is -4°F (-20°C) ambient without heater/insulator option Coupons Coupons are a PIN code-based, fully auditable method of payment available for pay stations from T2 Systems (T2). With coupons, a consumer, or groups of consumers, can purchase parking at a reduced rate. Coupons can also be used to issue complimentary parking permits. Benefits of Coupons • Additional Payment Option: Coupons are considered an additional payment option and can be accepted for any dollar or percentage discount at the pay station. Coupons can be set for either single or multi-use. • Easy to Use: The consumer simply enters their coupon code when paying for parking at the pay station. The pay station then validates the coupon code in real-time and issues a permit. • Increase Parking Control: Coupon use can be restricted to any combination of date, region, lot, pay station, space number, and number of uses. With real-time validation, the system prevents abuse from coupon sharing. • Streamline Accounting: Coupons are easily managed and can be assigned to different organizations or departments to track parking costs. This enables accounting departments to allocate parking costs accordingly. Applications for Coupons There are many applications for coupons to serve your consumers. Customer Service • A goodwill gesture to consumers who have a valid consumer service concern • A promotional giveaway to increase adoption of a new parking system • As part of a local merchant loyalty program • If the pay station is unable to accept payment, using coupons in lieu of payment allows consumers to avoid any unnecessary citation • Complimentary parking for special guests or VIPs Operational Efficiency • Staff or guest parking, optionally billed to a certain department or organization • Volunteer parking, as a form of compensation • Maintenance and pay station testing, eliminating the need to carry coins or use credit cards Additional Revenue Stream • An add-on for consumers when purchasing special event tickets • As part of a package included with admissions fee to tourist attraction or event Improve Consumer Loyalty with a Convenient Payment and Discount Option 800.434.1502 | T2systems.com © Copyright 2015 T2 Systems, Inc. All Rights Reserved. Think Technology. Think Solutions. Think T2. Since 1994, T2 Systems has been providing the parking industry with solutions that meet the ever-changing needs of parking managers and parkers alike. T2’s unified parking management platform combines quality products and services with a commitment to thought leadership and strong customer relationships. T2’s intelligent platform of Solutions-as-a-Service (SaaS)—including enforcement, permits, payments, PARCS, event parking and real-time parking availability—is trusted by over 1,000 organizations in the United States and Canada, including universities, cities, towns, private operators, and airports. For additional information about T2 Systems, Inc. products and services, visit www.T2systems.com. 800.434.1502 | T2systems.com © Copyright 2015 T2 Systems, Inc. All Rights Reserved. Features • Operates as an online application • Deploys either as single or multi-use • Use can be restricted to only once-daily • Provides a method of validation • Coupon codes can be alphanumeric and up to 10 digits in length • Allows parking to be purchased at a reduced rate either by a dollar amount or percentage • Easily configured through Digital Iris • Third-party systems can easily integrate and manage coupons in Digital Iris using T2’s Coupon API How Coupons Work Each coupon code can be configured using Digital Iris. Coupons can be created individually or through a batch process using a comma-separated value (CSV) file. Once the coupons are created they are then activated using Digital Iris. Technology Integration Coupons can be used in conjunction with other types of third- party management systems. By using the coupon number as the consumer identifier, management systems used for events and carpooling can easily connect to the pay stations. Also, since coupons can be either single or multi-use, there is a high degree of flexibility in how they are deployed. When used with third-party systems, coupons can also provide a method of participation validation. PARCS Different perspective. Tailored solutions. + = “T2 stands out as a parking systems provider, in that they not only maintain an excellent solution package, but they’re also open to new ideas from their customer base, which keeps them moving forward in the industry.” - Parking Director, T2 Customer The T2 PARCS solution is a complete, secure, web-based parking access and revenue control system. This solution is built on the T2 Flex platform, fully hosted within our PCI Level 1 compliant private cloud and configured to provide you with an effective, scalable system, uniquely tailored to meet your exact requirements. With the T2 PARCS solution, you will only need one system to manage all aspects of your parking operation, monitor activity, and access reports and other critical information in real time whenever and wherever you need to. Whether you process permit holders, visitors, validated guests, or any other number of general or facility-specific patrons, the T2 system affords you the ability to manage their parking experience in an efficient manner. Thinking Ahead T2 takes a proactive approach to PARCS. Our team of experts works to fully understand your current business needs as well as future requirements, anticipated growth, facility infrastructure, and effective application of new technologies. We then develop and implement a comprehensive PARCS solution that will fulfill your current needs in a cost-conscious manner and still provide you the flexibility you need for future system growth. In the Cloud The responsibility of maintaining a compliant hosting environment is on us. The following are a few benefits of utilizing our best-in-class private cloud: • Potential six-figure cost savings • PCI Level 1 compliance • No on-site servers • Economy of scale • Reduced IT workload • Extremely reliable uptime • 24/7 system monitoring • T2 network extended to your facilities • Significant risk reduction Commitment to Service Our solution also includes T2’s commitment to providing viable and enduring service to our clients. In the realm of PARCS, this includes operational analysis assistance by our team of seasoned professionals; critical in the proper selection and configuration of sophisticated parking solutions. It also includes proper and effective project management during implementation, mission-specific training modules prepared and delivered by training professionals, and most important—the commitment to be there for you as a trusted business partner. On the Ground T2’s PARCS solution includes software, hardware, and everything in between. We design and manufacture durable PARCS equipment with our customers in mind. The solution includes: • Ticket dispenser with credit card in capabilities • Credit card exit verifier • Pay stations (Pay-On-Foot) • Automatic full cash Pay-In- Lane • Cashier stations (Central and In-lane) • Access control technologies (Barcode, Mag-stripe, AVI, QR code, Prox, RFID, etc.) • Intercom systems Permits | Enforcement | PARCS | Events | CCS T2systems.com | PARCS Parking Management at Your Fingertips The T2 PARCS solution gives you remote system access from anywhere at any time. All centralized management and monitoring are done through T2 Flex software and can be completed on any device that can connect to the Internet. Whether it’s observing lane transactions or engaging in time-sensitive configuration changes, our PARCS solution allows you to make critical operational decisions whenever you need to and from wherever you are. Insightful, Far-reaching Parking Data You’ll see every transactional detail of your operation in real time through our parking management dashboards. T2 dashboards equip you with graphical widgets that can be customized, saved, and monitored— transforming extensive parking data into actionable information. You can drill down from enterprise-level information all the way to specific lanes and devices, giving you a closer look at operational performance metrics. This data can be used to better manage day-to-day operations, and more accurately forecast future needs. Our PARCS solution is part of the T2 Flex Unified Parking Management platform, which means you’ll only need one system to manage all aspects of your operation—garages, on and off street lots, permits, citations, special events, and online payments. Learn more at T2systems.com or call (800)-434-1502 to speak with our team. Functionality You Need • Our open platform is highly configurable, flexible, and expandable—you can add an unlimited number of facilities without any additional servers or software • Ticket tracking and auditing gives you detailed reporting on the “who, what, when, how long” and additional transaction details of your PARCS facilities • Contracts and profiles allow you to manage access privileges for individuals and specific groups, and allow for ways to easily handle exceptions to traditional access privileges Online Consumer Solutions • Reduce chaser tickets with online validations T2Flex T2 UNIFITM Parking Now you have another option for enforcement. The T2 Flex Enforcement App provides functionality similar to Flex Enforcement software for rugged handheld devices with a look, feel, and process flow of a typical app—so it’s easy to use. It’s also easy to set up because configuration is done in Flex for all the devices using the app. The app enables your operation to issue parking citations with a smaller initial hardware investment. In addition to your parking enforcement officers (PEOs), the app can be used by supervisors, police and others who may occasionally write parking citations, increasing the percentage of enforced violations and generating additional revenue. Features • Issue citations and include photos • Perform permit lookups • Monitor metered parking with the Check Payment feature for your Pay-by-Space, Pay-by-Plate or Pay-by-Cell integrations • Real-time integration with Flex • Tire chalking made easy with ability to track tire valve locations • Additional features such as Motorist Assistance and Stall Counts Benefits • Real-time Flex data provides accurate enforcement • Lower hardware investment for smaller parking operations • Increased citation revenue • Enforcement software for staff that occasionally write tickets • Enforcement anytime/anywhere (for staff that can take their devices home) • Decrease the learning curve for new staff with the look, feel, and process of a typical app • A supplement to your rugged handhelds For Smartphones and Tablets Depending on the needs of your operation, choose a smartphone or tablet for your PEOs (available for iOS and Android devices). The T2 Enforcement App was developed to work on both devices, and provides a look and feel that fits either type of device. Enforcement App Username Password Citation History Payment Tire Chalking Issue Citation Enforcement Cross Check Advanced Settings 9:41 AM 100% Think Technology. Think Solutions. Think T2. Since 1994, T2 Systems has been providing the parking industry with solutions that meet the ever-changing needs of parking managers and parkers alike. T2’s unified parking management platform combines quality products and services with a commitment to thought leadership and strong customer relationships. T2’s intelligent platform of Solutions-as-a-Service (SaaS)—including enforcement, permits, payments, PARCS, event parking and real-time parking availability—is trusted by over 1,000 organizations in the United States and Canada, including universities, cities, towns, private operators, and airports. For additional information about T2 Systems, Inc. products and services, visit www.T2systems.com. 800.434.1502 | T2systems.com © Copyright 2015 T2 Systems, Inc. All Rights Reserved. Minimum Requirements • Internet connection to provide real-time operation • O’Neil Apex 3i printer Username Password 100% Username Password 100% Username Password 100% Check Payment Snapshot Citation Process Snapshot T2 RFP Response to City of Bozeman, MT Page | 59 Sample Agreements T2 UNIFI TM Master Customer Agreement This Master Customer Agreement (the "Agreement") is made by and between T2 Systems, Inc. (“T2 Systems”) and [Insert Name of Customer] ("Customer") as of the Effective Date set forth below. 1. BACKGROUND. The Agreement establishes a Customer's overall contractual framework and the applicable terms and conditions. Under the Agreement, Customer may acquire or license Products and procure Services by entering into Addenda. Each Addendum may be entered into and will be executed by Customer and T2 Systems or one of its Affiliates (T2 Systems and its Affiliates collectively "T2") and will be incorporated herein. Each Addenda shall incorporate in total the Agreement. In the event of any conflicts in the terms of the applicable Addenda and the Agreement, the terms of the Addenda shall control. 2. DEFINITIONS. In this Agreement: (a) “Addenda” or “Addendum” means the document, which may include a Quote or Order Form, executed by Customer and T2 Systems or one of its Affiliates under this Agreement to place orders for Products and Services. (b) "Affiliate" means, in respect of an entity, any entity which directly or indirectly controls, is controlled by, or is under common control with such entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of an entity. (c) "Confidential Information" means and includes any written or orally or visually disclosed information relating to the disclosing party's business identified as “confidential” or “proprietary” or which the receiving party should reasonably know is confidential or not generally known to the public, including, without limitation: (i) all know-how, technology, Documentation and other proprietary information owned, licensed, used or developed by the disclosing party, including proprietary rights protected by trade secret and other intellectual property rights, and (ii) all information relating to the disclosing party's business, the source code for the Software, the Services, and to all other aspects of the disclosing party's structure, personnel, operations, financial matters, marketing, commercial strategies, customer lists, customer data, contractual records, correspondence, products, programs, devices, concepts, inventions, designs, methods, data, and items provided to the disclosing party by third parties subject to restrictions on use or disclosure. (d) "Customer Data" means the data provided to T2 by Customer and Customer’s authorized end users who access or use Software as permitted in an Addendum. (e) "Documentation" means the documentation, help files, user manuals, handbooks and any other written or electronic material relating to the Products and Services provided by T2 to its customers from time to time. (f) "Effective Date" means the date on which this Agreement is executed by both Customer and T2 Systems as indicated below. (g) “Hardware” means the T2 hardware sold and provided by T2 to Customer under an Addendum. (h) “Products” means the T2 products licensed or sold by T2 to Customer under an Addendum including Software and Hardware. - 2 - (i) “Quote” or “Order Form” means the sales quote provided by T2 to Customer related to the ordering of Products and/or Services as set forth in the applicable Addendum. Unless otherwise stated in the Quote, each Quote is incorporated and made part of the applicable Addendum. (j) "Representatives" means, in respect of a party, the directors, officers, employees, agents and contractors of such party. (k) "Services" means the T2 services provided by T2 to Customer under an Addendum. (l) “Software” means the T2 Software licensed by T2 to Customer under an Addendum. All other terms defined in this Agreement shall have the meanings ascribed thereto. 3. TERM. This Agreement shall commence on the Effective Date and remain in full force and effect until terminated in accordance with its terms. 4. FEES AND PAYMENT. (a) Customer agrees to pay to T2 the fees plus all applicable taxes as set forth in the applicable Addendum. (b) All fees are exclusive of all taxes, duties and levies of any kind, including any sales, use, excise, value-added and other applicable taxes, withholdings, and governmental charges (collectively, “Taxes”). Customer shall pay all applicable Taxes, other than taxes on T2’s income. If T2 pays any such amounts on behalf of Customer, Customer shall reimburse T2 upon presentation of proof of payment. If Customer claims an exemption from any such taxes, Customer shall provide to T2 an appropriate exemption certificate. If Customer challenges the applicability of any tax, Customer shall nevertheless pay the same to T2 and Customer may thereafter challenge the tax and seek a refund thereof. Customer agrees to indemnify and hold harmless T2 from any cost, fee, penalty or expense (including counsel fees) in connection with any assertion by any taxing authority that T2 has failed to collect and remit their sales or use tax on transactions hereunder or to pay any property taxes on the copies of the Software in Customer’s possession but shall have no such obligation to T2 with respect to any amount paid by Customer to T2 and not remitted to the relevant taxing authority. 5. OWNERSHIP. (a) Customer acknowledges that T2 has developed and uses valuable technical and non-technical information, trade secrets, know-how and the like in the supply of the Products and Services. Customer agrees that, except for the limited right to use the Products or Services as set out in this Addendum, all rights, title and interest in and to the Products and Services, Documentation, and any other hardware, software, equipment and materials used by T2 in conjunction with the delivery of the Products and Services, shall remain vested in T2 or its third party suppliers. Any Software provided under an Addendum will be licensed not sold to Customer. (b) Customer agrees that any copies made of the Software, Documentation, any other T2 Confidential Information and any other material obtained from T2 shall preserve unaltered patent, trademark, copyright, proprietary or confidentiality notices contained therein. (c) Each party recognizes and acknowledges the great value of the goodwill associated with the name and trademarks of the other party, and the identification of the proprietary party’s goods or services therewith. Each party agrees that it obtains no rights, title or interest of any kind in or to any of the trademarks, tradenames, logos, service marks or other markings belonging to the other party or its suppliers. - 3 - 6. CONFIDENTIALITY. (a) Each party agrees to hold all Confidential Information of the other party in strictest confidence, not to make use thereof other than for the performance of this Agreement, to disclose such Confidential Information only to its Representatives who are under an obligation of confidentiality with respect thereto and who require such information for the performance of their duties, and not to disclose such Confidential Information to any third parties, except with the disclosing party's prior written consent; provided, however, that the foregoing restrictions shall not apply to Confidential Information of the other party: (i) that is now or hereafter in the public domain through no action or failure to act on the part of the receiving party or its Representatives; (ii) that was received by or was available to the receiving party from a third party without any obligation of confidentiality to the disclosing party; (iii) that is independently developed by or for the receiving party by persons who have not had access to the Confidential Information of the disclosing party; (iv) that is disclosed with the written consent of the disclosing party; or (v) that is disclosed pursuant to the requirement of a governmental agency or is required by operation of law, regulation or court order, provided that whenever possible prompt notice is given by the receiving party to the disclosing party prior to such disclosure so that the disclosing party may seek a protective order or other remedy. (b) Each party agrees to protect and safeguard Confidential Information of the other party from loss, theft, destruction and inadvertent disclosure using the same degree of care as it uses to protect its own confidential information of a like nature, but in no event less than a reasonable standard of care. (c) Each party shall hold the other party's Confidential Information in trust for the other party and all right, title and interest in and to such Confidential Information shall remain with the disclosing party. (d) Upon termination of the Agreement or an applicable Addendum, or otherwise upon the request of a disclosing party, the receiving party will promptly destroy all full and partial copies of the disclosing party's Confidential Information in its possession or control, or in the event of termination of an Addendum such information provided under the applicable terminated Addendum, and certify such destruction in writing; provided, however, that the receiving party may retain one (1) copy for its internal archival purposes only, which copy shall remain subject to the obligations of confidentiality set out in this Section 6. (e) Notwithstanding the foregoing, if Customer enters into the Pathfinder Addendum, T2 may use and share with third parties aggregated and anonymized data that it derives from Customer Data under this Agreement excluding any personally identifiable information, for benchmarking, and business analysis, as well as to enhance the quality of the Services provided by T2. 7. CUSTOMER DATA. (a) Customer shall be solely responsible for, and shall hold T2, its third party suppliers, and their respective Representatives harmless from any loss, damage or liability arising in connection with Customer’s inputs, selection and use of the Services, and all data (including Customer Data), reports, statements and other content transmitted, posted, received or created on the T2 System through Customer’s account, even if transmitted, posted, received or created by a third party. - 4 - (b) The Software may create and store databases of personal information of end-users and data relating to Customer on the computer system on which the Software is accessed or installed. Customer agrees to take all steps which it deems are appropriate to provide adequate security for that information. (c) The parties acknowledge that at all times Customer will remain the owner of Customer Data. Except as otherwise set forth herein or in the applicable Addenda, T2 shall not at any time use Customer Data or disclose Customer’s data to any third parties, except that T2 may use Customer Data for the purpose of meeting its obligations under an Addendum and providing the Services, and may store, back-up and archive Customer Data. (d) T2 will comply with all applicable laws governing the collection, access, use, disclosure of Customer Data. All Customer Data which is submitted by Customer to T2 pursuant to this Agreement will be safeguarded by T2 to the same extent that T2 safeguards data relating to its own business; provided, however, if Customer Data is publicly available, is already in T2’s’ possession from a source other than Customer or otherwise known to it, or was rightfully obtained by T2 from third parties, T2 shall bear no responsibility for its disclosure, inadvertent or otherwise. T2 has implemented and will maintain administrative, physical and technical safeguards to protect Customer Data from unauthorized access, acquisition or disclosure, destruction, alteration, accidental loss, misuse or damage that are no less rigorous than accepted industry practices. In the event of unauthorized access to Customer Data which has been verified by T2, T2 shall promptly i) take action to stop the unauthorized access, and ii) notify Customer, provide Customer with relevant details of the unauthorized access and an explanation of steps that T2 took or is taking to stop the unauthorized access. T2 maintains Payment Card Industry (PCI) Level One compliance and upon request (no more than once annually), T2 will provide Customer with a copy of its third-party audit certification demonstrating that appropriate information security standards to protect Customer Data are in place. 8. INDEMNITY. (a) T2 Indemnification. T2 shall indemnify, defend and hold harmless Customer from and against any and all direct losses, damages, costs, expenses (including reasonable attorneys’ fees), that arise directly from any act(s) of gross negligence or willful misconduct by T2 or any of its officers, directors, employees, contractors, agents or other representatives, giving rise to an accident or other occurrence resulting in bodily injury or death, to any person(s). Subject to the limitation of liability set out in Section 11, T2 shall indemnify, defend (at its expense) and hold the Indemnitees harmless in respect of any action, claim, demand, cost, charge, losses, and expenses, (“Losses”) brought against or suffered by Customer and its officers, directors and employees (the “Indemnitees”) arising out of or related to:claims for loss or damage to tangible property, and claims asserted by third parties for loss or damage to tangible property; except to the extent that such Losses were not caused by T2. (b) Intellectual Property Indemnification. Subject to the limitation of liability set out in Section 11, T2 shall indemnify, defend (at its expense) and hold the Indemnitees harmless in respect of any Losses brought against or suffered by the Indemnitees arising out of or related to a determination by a court that the operation or use of any Software, or any part thereof, infringes any third party’s copyright, trade mark or trade secret or any Hardware, or any part thereof, infringes any third-party’s copyright, trademark or trade secret. T2’s obligations pursuant to this Section 8(b) shall not apply to any infringement caused by or resulting from Customer modifications or attempted modifications to any relevant system, or - 5 - from Customer’s failure to implement changes or updates furnished by T2 to Customer during the term of this Agreement. In the event that an injunction or order is obtained against the Customer’s use of any Product or Software or if, in T2’s opinion, any Product or Software is likely to become the subject of a claim of infringement or violation of any rights in connection with any rights as noted above, T2 shall, at its expense: (i) procure for the Customer the right to continue using the affected Product or Software; or (ii) modify or replace the affected Product or Software so that such Product or Software becomes non-infringing; or if neither Section 8(b)(i) nor Section 8(b)(ii) are commercially practicable, remove the affected Product or Software from the Customer and refund to the Customer all amounts paid to T2 by the Customer in respect of such Product, less a reasonable amount for depreciation. The remedies in and the indemnification rights of the Customer stated in Section 8(b) are the exclusive remedies available to the Customer at law or in equity. (c) Customer Indemnification. Customer agrees to indemnify, defend and hold T2 and its respective directors, managers, members, officers, employees, owners and agents harmless from and against any and all liabilities, obligations, damages, claims, suits, proceedings, costs, fees and expenses, including reasonable attorneys’ fees and costs, arising out of the gross negligence or willful misconduct of Customer or any of its Affiliates, or breach of the Agreement by Customer, or any claim by Customer End User related to use of end user personally identifiable information. (d) Defense. If a party is alleged to be obligated to indemnify the other party hereunder, the party alleged to be obligated to provide indemnification shall have the right to appoint counsel and in all other respects control any litigation and/or settlement thereof, provided, however, that any such settlement shall not bind the non-indemnifying party or obligate it to pay any monies without its express prior written consent. The indemnifying party shall cooperate in the defense of any indemnified claim. If one party is notified of any potential or actual claim or liability against the other party or named in any suit or proceeding of any kind that could give rise to an indemnification claim under this Agreement or otherwise subject the other party to a suit, proceeding or claim (or threat thereof), the notified party shall immediately inform the other party. 9. INSURANCE. (a) During the Term of this Agreement, T2 shall maintain, at its own expense, insurance which it deems reasonable and necessary for its business and the performance of its obligations hereunder. T2 will, upon reasonable advanced notice, provide Customer with a copy of its certificate(s) of insurance. (b) If Customer enters into any of the following Addenda: PARCS or Auto Count during the term of this Agreement, T2 will maintain at its own expense the following insurance, with companies authorized to do insurance business in the any states where work is performed or eligible surplus lines insurers having an A.M. Best Rating of A-:VII or better, and in amounts not less than the following limits of coverage: (i) Workers’ Compensation Insurance with statutory limits, and Employer’s Liability Insurance with limits of not less than $1,000,000: - 6 - (A) Employers Liability - Each Accident $1,000,000 (B) Employers Liability - Each Employee $1,000,000 (C) Employers Liability - Policy Limit $1,000,000 T2 Workers’ Compensation policy will include those states where T2 performs operations for Customer. (ii) Commercial General Liability Insurance with limits of not less than: (A) Each Occurrence Limit $1,000,000 (B) Personal & Advertising Injury $1,000,000 (C) General Aggregate $2,000,000 (D) Products - Completed Operations Aggregate $2,000,000 T2’s Commercial General Liability policy will be issued on a form that, subject to its terms, conditions and exclusions insures T2’s liability for damages on account of bodily injury (including death), property damage, and personal and advertising injury. (iii) Business Auto Liability Insurance covering, for liability purposes, all owned, non-owned or hired automobiles, with limits of not less than $1,000,000 single limit of liability per accident for Bodily Injury and Property Damage; (iv) Customer shall be named as an additional insured under each policy, except for Workers Compensation and hired and non-owned auto liability policies. (c) The insurance coverage carried by T2 as set forth herein shall not in any way expand T2’s liability or modify or affect the limitations of liability set forth in the Agreement or any Addenda. 10. EXCLUSION OF WARRANTIES. (a) EXCEPT AS EXPRESSLY PROVIDED IN THE ADDENDUM APPLICABLE TO THE PRODUCTS AND/OR SERVICES AS OTHERWISE EXPRESSLY CONFIRMED IN WRITING BY T2, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, T2 AND ITS THIRD PARTY SUPPLIERS HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WHETHER ARISING UNDER STATUTE, FROM A COURSE OF DEALING, USAGE, CUSTOM OF THE TRADE OR OTHERWISE, REGARDING THE PRODUCTS OR SERVICES, THE DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCESSIBILITY, PRIVACY OF FILES OR SECURITY. (b) T2 DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL BE UNAFFECTED BY BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS, NOR DOES T2 WARRANT THAT CUSTOMER'S USE THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET ALL OF THE CUSTOMER'S REQUIREMENTS. FURTHER, T2 DOES NOT WARRANT THAT ANY SOFTWARE WILL OPERATE ON ANY PARTICULAR CONFIGURATION OF SOFTWARE, OPERATING SYSTEM OR COMPUTER SYSTEM. ANY HARDWARE PURCHASED FROM SOURCES OUTSIDE OF T2 WILL BE THE SOLE RESPONSIBILITY OF THE CUSTOMER. T2 WILL NOT BE RESPONSIBLE FOR THE FAILURE OF THE SOFTWARE TO PERFORM TO THE EXTENT THAT SUCH FAILURE TO PERFORM IS - 7 - DUE TO THE FAILURE OF A THIRD PARTY FUNCTION, SUCH AS INTERNET AVAILABILITY REQUIRED FOR THE CONNECTION BETWEEN THE HARDWARE AND SOFTWARE OR THE WIRELESS NETWORK AVAILABILITY REQUIRED FOR THE T2 SOFTWARE TO BE ABLE TO SEND AND RECEIVE DATA. IN NO EVENT SHALL T2 BE LIABLE FOR THE FAILURE OF THE SOFTWARE TO PERFORM IF SUCH FAILURE ARISES DUE TO THE COMBINATION OF THE SOFTWARE WITH THIRD PARTY HARDWARE OR SOFTWARE. T2 SHALL NOT COVER REPAIR, LABOR OR REPLACEMENT OF PARTS THAT ARE BY NATURE EXPENDABLE. IN ADDITION, IF APPLICABLE, THE WIRELESS DATA SERVICES ARE NOT GUARANTEED AGAINST EAVESDROPPERS, HACKERS, DENIAL OF SERVICE ATTACKS OR INTERCEPTORS AND NEITHER T2 NOR THE UNDERLYING WIRELESS DATA SERVICES CARRIER CAN GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. (c) THIS LIMITED WARRANTY GIVES THE CUSTOMER SPECIFIC LEGAL RIGHTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH VARY FROM LOCATION TO LOCATION, DEPENDING UPON THE APPLICABLE LAW OF SUCH LOCATION. 11. LIMITATION OF LIABILITY AND DAMAGES. (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW: EXCEPT FOR CLAIMS FOR DEATH OR BODILY INJURY, T2’S, ITS THIRD PARTY SUPPLIERS’ AND THEIR RESPECTIVE RESPRESENTATIVES’ TOTAL COLLECTIVE LIABILITY 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 CUSTOMER, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM. TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO T2 FOR THE PRODUCTS OR SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE MOST RECENT CLAIM. IN NO EVENT WILL T2 OR ITS THIRD PARTY SUPPLIERS BE LIABLE IN ANY WAY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, INCOME, BUSINESS, PROFIT, GOODWILL, ANTICIPATED REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHERWISE, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTORY RIGHTS OR ANY OTHER BASIS ARISING OUT OF CUSTOMER’S USE OF THE PRODUCTS, OR OTHERWISE ARISING PURSUANT TO THIS AGREEMENT. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DUE TO THE NATURE OF INTERNET AND WIRELESS TRANSMISSIONS, CUSTOMER AGREES THAT NEITHER T2 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 INTEROPERATIBILITY, ACCESS OR INTERCONNECTIONS WITH THE T2 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 CUSTOMER’S CONTENT, DATA, PROGRAMS CONFIDENTIAL INFORMATION OR SYSTEMS. (c) NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER 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, CUSTOMER. - 8 - (d) 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 T2, ITS THIRD PARTY SUPPLIERS AND/OR THEIR REPRESENTATIVES KNEW, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. (e) CUSTOMER 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). (f) THIS SECTION SHALL APPLY TO ANY ACTION OR ARBITRATION HEREUNDER. BECAUSE THE LAWS OF SOME LOCATIONS DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO ALL CUSTOMERS. 12. TERMINATION. (a) Each Addendum may be terminated according to its terms. (b) In the event that there are no Addenda in effect, either party may terminate this Agreement without cause by written notice to the other party, which termination shall be effective as of the last day of the calendar month following the month in which notice of termination is received. (c) Either party may terminate this Agreement if the other party breaches any of its representations or warranties, or any other material obligation under this Agreement, and fails to remedy such breach with thirty (30) days of receipt of notice from the non-breaching party. T2 shall also have the right to suspend performance of all or any of the Services under an Addendum, without liability, pending the rectification of any breach by Customer. (d) Either party may terminate this Agreement or any Addendum, immediately upon written notice, if the other party makes an assignment for the benefit of its creditors or becomes bankrupt or makes an application for relief under the provisions of any statute now or hereafter in force concerning bankrupt or insolvent debtors, or if a receiving order or receivership order is made against the other party, or any action whatsoever, legislative or otherwise be taken to effect the winding up, dissolution, suspension of operations or liquidation of the other party. Notwithstanding the foregoing, the Customer shall not be entitled to terminate this Agreement under this Section if T2, or its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder. (e) Without limiting any other remedies available under this Agreement, at law or in equity, in the event of the termination of this Agreement or any applicable Addendum for any reason: (i) T2’s obligation to provide the affected Products and Services will terminate; (ii) All unpaid amounts due in respect of the terminated Services up to and including the effective date of termination shall, at T2’s option, become immediately due and payable; (iii) Customer must destroy any copies of the Documentation in Customer's possession in any form and on any media, and certify to T2 in writing that it has done so; (iv) Sections 4, 5, 6, 9, 7, 8, 10, 11, 12(e), 13 and 14 shall survive the expiration or termination of this Agreement until such time as the parties may agree to the release of the obligations contained therein. - 9 - (f) No Limitation of Remedies. Any termination of the Agreement shall not in any respect limit any of either party's rights or remedies either in law or in equity or relieve either party of any obligation incurred prior to the effective date of such termination. 13. DISPUTE RESOLUTION. (a) Dispute Resolution. In the event of any dispute arising out of this Agreement (including all Addenda), the parties shall use commercially reasonable efforts to negotiate a settlement in good faith satisfactory to both parties. If they do not reach a solution within a period of 60 days (or such other longer period as the parties may agree), then either party may, on written notice to the other party, refer the dispute for settlement by arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association. The costs of the arbitrator will be borne equally by the parties, but they will otherwise bear their respective costs incurred in connection with the arbitration. The parties shall select the arbitrator promptly and use commercially reasonable efforts to conduct the arbitration hearing no later than three (3) months after the arbitrator is selected. The arbitrator may not award punitive or exemplary damages against either party or any other relief in excess of the limitations set forth herein. The judgment and award of the arbitrator will be final and binding on each party. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. (b) Injunctive Relief. Each party acknowledges and agrees that a breach of the obligations under Section 5 (“Ownership”) and Section 6 (“Confidentiality”) would cause irreparable harm and significant injury to the affected party that would not be adequately compensated by an award of money damages and, in addition to any other remedy available at law or in equity, and notwithstanding the provisions of Section 13(a), the affected party will be entitled to seek and obtain temporary and permanent injunctive relief from any court of competent jurisdiction to prevent breaches hereunder, without showing or proving any actual or threatened damage. (c) Choice of Law. This Agreement and all Addenda are governed by the laws of the state of Indiana. 14. GENERAL PROVISIONS. (a) Assignment. T2 may assign its rights and obligations under this Agreement. Customer may not assign or transfer any of its rights or obligations under this Agreement to any person without the express prior written consent of T2. (b) Entire Agreement. Customer acknowledges that this Agreement and all including the Addenda and Quotes comprise the entire understanding and agreement between parties regarding the Products and Services and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communications between the parties regarding the same including all prior agreements between T2 and Customer [except ___________________]. If Customer submits an order form with contrary terms or conditions, such order form shall be considered only as confirmation of the order and shall in no way amend, prevail over, supplement, or supersede any of the provisions of this Agreement or any Addenda. (c) Enurement. This Agreement shall be binding upon and enure to the benefit of T2, Customer and their respective successors and permitted assigns. - 10 - (d) Force Majeure. Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from acts beyond the control of such party, including, but not limited to acts of God, acts of war or terrorism, civil commotion, riot, fire, flood, or other disaster, acts of government, strike, work stoppages, lockout, power failures, inability to secure or delay in securing transportation, inability to obtain or delays in obtaining goods, materials, or qualified labor, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable. In such event, the party affected shall be excused from performance on a day-to-day basis to the extent of the delay, and the other party shall likewise be excused from the performance of its obligations on a day-to-day basis to the extent such party's obligations related to the performance are so delayed. Where an Event of Force Majeure occurs, the party who is delayed or fails to perform shall give prompt notice to the other party. In the event such inability to perform shall continue longer than 60 Days, the party which has received or which was entitled to receive notice may terminate the Agreement by notice to the other party without further liability, expense, or cost of any kind. (e) Independent Contractors. The parties are independent contractors. Nothing herein shall be construed to create any legal partnership, joint venture, agency or any other relationship between the parties. (f) Notices. All communications and notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally to the recipient, by email, or by registered or certified mail with return receipt requested, postage prepaid, and addressed to the applicable signatory at the address appearing on the Addenda or Quote(s), as applicable, or at such other address as either party may designate by notice to the other. (g) No Waiver. No delay or failure to take any action or exercise any rights under this Agreement shall constitute a waiver or consent unless expressly waived or consented to in writing. A waiver of any event does not apply to any other or subsequent event, even if in relation to the same subject-matter. (h) Publicity. Except as expressly agreed in writing, neither party shall issue any press release, or otherwise publicly identify the other as a customer or supplier, in any marketing materials or otherwise, without the express prior authorization of the other party. (i) Severability. If any provision contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, it shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be in any way affected or impaired thereby and shall continue in full force and effect. (j) Amendment. This Agreement may be modified or amended only if the amendment is made in writing and is signed by both parties. (k) Counterparts. This Agreement and each Addenda may be executed by the parties in counterparts with the same effect as if they had signed the same document and all counterparts shall be construed together and shall constitute one and the same agreement. This Agreement and any Addenda may be executed by the parties and transmitted by electronic transmission, with the same effect as if the parties had delivered an executed original. (l) International. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Products or Services ordered or provided under this Agreement. - 11 - (m) Compliance with Laws. Each party agrees to comply with all applicable federal, state, provincial and local laws, regulations, and orders in fulfilling its obligations under the Agreement, including as applicable laws relating to anticorruption of public officials and antibribery laws and regulations and the Federal Fair Debt Collection Practices Act. (n) Authorization. Both parties represent and warrant that they have the authority to bind their respective agency, institution, or company, and that they are authorized to sign this Agreement and any Addenda hereto. (o) Captions. The captions and section headings included in this Agreement and any Addenda are for convenience only and shall not affect the scope, intent, meaning or function of any provision of this Agreement or the applicable Addenda. IN WITNESS WHEREOF, the parties have executed this Agreement by a duly authorized representative thereof on ___ day or ________________ 20XX. T2 SYSTEMS, INC. Per: ________________________________ Name: ______________________________ Title: ______________________________ XXX Per: ________________________________ Name: ______________________________ Title: ______________________________ PARCS Equipment Purchase and Installation Addendum THIS PARCS EQUIPMENT PURCHASE AND INSTALLATION ADDENDUM GOVERNS THE PROVISION AND USE OF THE ADDENDUM SERVICES PURCHASED BY [INSERT CUSTOMER] (“CUSTOMER”) FROM T2 SYSTEMS, INC. (“T2 Systems”). BACKGROUND. The parties have entered into a Master Customer Agreement. This Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the Addendum shall control. DEFINITIONS. In this Addendum: (a) “Acceptance” means acceptance, or deemed acceptance as provided for herein, by the Customer that the Equipment meets or exceeds the Specifications as determined by the Acceptance Test(s). (b) “Acceptance Test(s)” and “Acceptance Testing” means the process whereby the Equipment is tested to verify that it meets or exceeds the Specifications. (c) “Acceptance Certificate” means the certificate signed by the Customer acknowledging that a sample of the equipment is configured and performs as expected prior to full installation of all equipment purchased. (d) “Business Day” or “Business Days” means Monday to Friday between the hours of 8:00 a.m. to 5:00 p.m. local time, except when such a day is a public holiday, or as otherwise agreed to by the parties in writing. (e) “Days” means calendar days. (f) “Delivery Site(s)” means [Insert location(s)]. (g) “Effective Date” means the date set forth below as the executed date. (h) “Equipment” means the equipment described in the Equipment and Pricing Schedule and includes all supplies and operational and service documents to be delivered by T2 Systems to the Customer described in the Equipment and Pricing Schedule including all parts provided during the Warranty Period. (i) “Final Acceptance” means for each individual facility, the date that Customer signs all Acceptance Certificates or (b) the date of deemed Acceptance. (j) “Purchase Price” means the price set out in Section 6(a). (k) “Schedule of Payments” means how payments are broken out for each facility and follow the terms outlined in Section 6. (l) “Software” means the T2 Systems software programs, including the Flex software, used or accessed by Customer in association with the PARCS solution as specified on the quote. (m) “Specifications” means the system design document specifications and performance requirements for the Equipment and Software set out in the Specifications Schedule, which Schedule shall be substantially complete upon execution of this Addendum. (n) “T2 Systems’ Personnel” means T2 Systems’ employees, agents, representatives, and subcontractors. - 2 - (o) “T2 Systems Project Manager” means the manager designated in accordance with Section 4(d). (p) “Term” means the Initial Term and any renewal terms. (q) “Wireless Data Services” means the third party wireless data services, if any, purchased by Customer from T2 Systems for the purpose of enabling communications between the T2 Systems Software and Customer’s Equipment. SCHEDULES. The Schedules below are hereby incorporated into and made a part of this Addendum. In interpreting this Addendum and resolving any ambiguities, the main body of this Addendum shall control over the Schedules. Each reference to T2 Systems in the Schedules shall be deemed to mean T2 Systems, Inc. A – Equipment and Pricing Schedule B – Statement of Work C – Specifications Schedule D - Project Schedule E - Warranty and Support Schedule PURCHASE AND INSTALLATION OF EQUIPMENT AND SOFTWARE. (a) Purchase Price. Subject to the terms of this Addendum and the Agreement, the Customer hereby orders and purchases from T2 Systems, and T2 Systems agrees to sell and provide to the Customer, the Equipment and related system design and installation and software services for the total Purchase Price, exclusive of all sales tax. The Purchase Price shall be payable as set forth in Section 6. (b) Software. Subject to the payment of the subscription fees as set out in the Quote, and provided that the Customer is not in breach of its obligations under this Addendum, T2 Systems hereby grants to the Customer, and the Customer accepts from the T2 Systems, a non-exclusive, non-transferable, fully paid, royalty free, right to use the Software and related documentation. T2 Systems will provide Customer with the number of subscription accounts (login and password) as specified on the Quote. Use of the Software shall be solely in accordance with the documentation, this Addendum, the Agreement and such reasonable instructions as T2 Systems may provide from time to time and for Customer’s internal business use only. The Customer agrees that it will not use the Software for any illegal purposes, or in any manner that could damage, disable, overburden or impair the T2 Systems’ systems or interfere with the ability of any other party to use T2 Systems’ services. (c) Wireless Data Services. If purchased by the Customer, T2 Systems will provide wireless data services, provided by T2 Systems’ underlying third party wireless data services carrier (the “Carrier”). Customer acknowledges and agrees that Customer has no contractual relationship with the Carrier; (ii) Customer is not a third party beneficiary of any agreement between T2 Systems and the Carrier; and that (iii) the Carrier shall have no liability whatsoever to the Customer, or to any party deriving rights through the Customer, whether for breach of contract, warranty, strict negligence, tort or otherwise. Customer agrees that it will use the wireless data services only in connection with the PARCS solution, and only in accordance with the guidelines established by T2 Systems from time to time. The wireless service cannot be resold, and Customer agrees that it obtains no property rights in any wireless number assigned to it, which number can be changed at the option of the Carrier. The Customer will defend and indemnify T2 Systems and Carrier from and against any breach of this provision. - 3 - (d) T2 Systems Project Manager. T2 Systems shall promptly designate a T2 Systems Project Manager who shall have the required skills and capabilities to adequately perform the role, and shall be fully authorized to make decisions and otherwise deal with the Customer in an effective and timely manner in respect of all matters under the Addendum. The T2 Systems Project Manager shall: (i) be responsible for co-coordinating with the Customer the site preparation, delivery, and installation of the Equipment and provision of the related services; (ii) oversee the various stages of the delivery and installation of the Equipment to ensure their effective and timely delivery; (iii) ensure that T2 Systems’ obligations are completed in an efficient and timely manner; and (iv) be readily available to the Customer by telephone and electronic communication during hours mutually agreed upon in writing regarding this Addendum, including, without limitation, responding to requests, queries, and complaints from the Customer. (e) Preparation of the Delivery Site. (i) General. The Customer and T2 Systems shall complete their respective site preparation obligations as described in the Project Schedule. T2 Systems shall complete its inspection of the Delivery Site(s) at least [Insert] Days before the date set for the installation. T2 Systems shall promptly notify the Customer’s project manager or representative in writing of any deficiency at the Delivery Site(s). (ii) T2 Systems’ Responsibilities. In addition to the requirements set out in the Specifications Schedule, Project Schedule, T2 Systems shall: (1) upon execution of this Addendum, work with the Customer to create a final version of the Specifications Schedule in accordance with the Statement of Work and the Project Plan; (2) work with the Customer during the planning, design, and installation phases of the Addendum. (iii) Customer’s Responsibilities. Customer’s responsibilities are outlined within the Statement of Work contained in the Schedules of this Addendum. (f) Inspection. Provided that the Customer complies with the confidentiality obligations set out in the Agreement, and provided that the Customer complies with T2 Systems’ safety and site policies made known to the Customer, the Customer shall be entitled to inspect the Equipment at its own cost, at a mutually agreed upon time. In addition, from time to time during T2 Systems’ manufacturing, storage, and installation processes, as applicable, T2 Systems shall co-operate with, and provide access to, the Customer for the purpose of inspecting the Equipment during any Business Day on reasonable notice. The conduct or the failure to conduct any such inspection shall in no way affect or impair the Customer’s right to inspect or reject any Equipment under Section 4(h) (Rejection) or to conduct Acceptance Tests under Section 4(j) (Acceptance Test), or to exercise any of its other rights or remedies provided in this Addendum, at law or in equity. (g) Delivery. - 4 - (i) General. T2 Systems shall deliver the Equipment to the Delivery Site(s) on the date or dates specified in the Project Schedule. Provided that the Customer provides reasonable notice to T2 Systems, the Customer may from time to time change delivery dates. T2 Systems shall notify the Customer of delivery particulars in advance of delivery, as may be required by the Customer, and without limiting the particulars required, shall provide the following information: delivery date, mode of shipment, name of shipping/courier company, courier tracking or identification number, and special instructions regarding handling, unpacking, and assembly. (ii) Risk and Title. All risks of damage to or loss of the Equipment until shipment of the Equipment to the Customer shall be assumed by T2 Systems. Thereafter, until title to the Equipment passes to the Customer as provided for herein, the Customer shall be responsible for providing and maintaining appropriate insurance coverage for the risk of loss or damage to the Equipment. The Customer shall ensure that rules of good storage management are applied to accepted deliveries, including any deliveries waiting to be returned to T2 Systems. Acceptance of the delivery of the Equipment, or any part thereof, shall not bind the Customer to accept future shipments of the Equipment, if any. Title to the Equipment or any part thereof shall pass to the Customer upon delivery of the Acceptance Certificate or upon deemed Acceptance as provided herein. (h) Rejection. All Equipment delivered to the Delivery Site(s) shall be subject to inspection by the Customer, and the Customer may reject any Equipment that is defective or non-conforming in any material respect within three business days of delivery. T2 Systems shall be responsible, at its own expense, for the removal or replacement of such rejected Equipment. Notwithstanding Section 4(g)(ii), the risk of damage to or loss of any Equipment so rejected by the Customer shall remain with the Customer for 10 days following Customer’s notice of such rejection (unless otherwise agreed to by the Parties, acting reasonably), and T2 Systems shall be responsible for the risk of damage to or loss of any Equipment so rejected after that period. The Customer shall ensure that rules of good storage management are applied pending the return of any Equipment. (i) Installation. T2 Systems or its subcontractors shall install the Equipment at the Delivery Site(s), or such other project sites as determined by the Customer, on the date or dates specified in the Project Schedule. T2 Systems shall supply all labour, materials, tools, equipment, permits, fees, inspection and testing costs, and supervision for the complete and satisfactory installation of the Equipment at the Delivery Site(s). (j) Acceptance Test. (i) General Without prejudice to the Customer’s right to reject defective or non-conforming Equipment as specified in Section 4(h) (Rejection), T2 Systems shall notify the Customer in writing when it has completed the installation and the Equipment is, in T2 Systems’ opinion, operating in accordance with the Specifications. The Customer shall have a period of 30 Days from such notification to perform Acceptance Testing (“Acceptance Testing Period”). The Customer and T2 Systems shall agree on the date for conducting Acceptance Testing. During the Acceptance Testing Period, the Customer shall perform Acceptance Testing, with the assistance of T2 Systems, in accordance with the Specifications. Within two Days of completion of Acceptance Testing, either of the following shall occur: (i) Designated representatives of the Customer and T2 Systems respectively shall sign an Acceptance Certificate confirming that the Equipment has achieved Acceptance The Customer shall not - 5 - withhold signing the Acceptance Certificate on account of minor omissions or defects in the Equipment. “Minor omissions or defects” mean those that do not substantially affect the use, functionality, and/or safety of the Equipment. (ii) If major omissions or defects are found with the Equipment, T2 Systems will document where the Equipment does not operate in accordance with the Specifications along with a plan and timeline to remedy these items. (“Correction Notice”). Notwithstanding any provision to the contrary, the Customer shall be deemed to have accepted the Equipment on the date the Customer first successfully uses the Equipment outside the test environment in the Customer’s operations. (iii) Procedure for Correction Notice. Where T2 Systems issues a Correction Notice, T2 Systems shall have an additional 30 Days to cure the deficiencies and defects through repairs or replacements at T2 Systems’ option in order to achieve Acceptance. Once the deficiencies have been corrected, a new 30-day Acceptance Testing Period will commence. In the event that the deficiencies are not corrected within the 30-day cure period, the Customer may request and have replaced by T2 Systems, at no additional cost to the Customer, the components of Equipment that have been the source of the failure. (iv) Warranty. T2 Systems agrees that the warranty for the Equipment shall come into effect on the date of issue of Final Acceptance. (v) Documentation. T2 Systems shall deliver any documentation or user guides considered essential and integral to the proper use of Equipment no later than the date of delivery of the Equipment. (k) Changes to Schedules. T2 Systems and Customer shall be entitled to request changes to the Schedules at any time provided that: (i) any such change shall be set out in writing and delivered to the other party for written approval (the “Change Order”); and (ii) where any such change results in an increase or decrease in the cost or time required for the delivery or installation of the Equipment or performance of any requirement of this Addendum, an equitable adjustment shall be made to one or more of the Purchase Price or to the delivery or installation dates, provided that such adjustment is agreed to by the parties in writing. SERVICES. (a) General. All services to be performed by T2 Systems under this Addendum shall be performed in a good and workmanlike manner. T2 Systems shall only employ and retain competent workers, fit and skilled in the work assigned to them, who shall function under the direction and control of T2 Systems Project Manager. T2 Systems shall be responsible to the Customer for the acts and omissions of T2 Systems’ Personnel. (b) Training (i) General. T2 Systems shall provide to the Customer the training specified in T2 Systems’ Statement of Work. - 6 - (ii) Warranty and Support. T2 Systems shall provide warranty, support and replacement part services to Customer throughout the Warranty Period, in accordance with the Warranty and Support Schedule. PRICES AND PAYMENTS. (a) Purchase Price. The Purchase Price for the Equipment, all related system design and installation services, and the Software services shall be the sum of $[Insert], which shall be payable by the Customer to T2 Systems, as follows: (i) 10% upon execution of this Addendum; (ii) 45% upon delivery of all of the Equipment to the Delivery Site(s); (iii) 45% after Final Acceptance. For projects with more than one facility, a Schedule of Payments per facility following the above terms will be created and issued by T2 Systems within two weeks of the execution of this Addendum. (b) Invoicing. T2 Systems shall submit invoices to the Customer for payment in accordance with Section 6 (a) (Purchase Price). Payment terms are net thirty (30) days from the date of invoice and payable to T2 Systems as set out in the invoice. REPRESENTATIONS, WARRANTIES. (a) T2 Systems’ Representations and Warranties. T2 Systems represents and warrants to the Customer, as follows: (i) all Equipment shall be new and unused, unless agreed to in writing by the parties; (ii) at the time of installation, all Equipment shall comply with, all applicable standards and requirements referred to in the Specifications or required by law. (b) Limited Equipment and Software Warranty. In the event that the Equipment or Equipment proves defective under normal use during the warranty period, T2 Systems shall promptly repair or replace, at T2 Systems’ option, the Equipment or Software or any part thereof in accordance with the provisions of the Warranty and Support Schedule. (c) Nature of Warranties. These warranties and representations are subject to the disclaimers and limitations in the Agreement. TERM AND TERMINATION (a) Term. This Addendum shall become effective on the Effective Date, and shall continue for a period of [insert number] years (“Initial Term”), unless it is terminated early in accordance with the provisions of the Addendum (the “Term”). Upon expiration of the Initial Term, this Addendum will be automatically renewed for two successive [one year] terms on the same terms and conditions, except that Customer will receive an updated Quote for all warranty costs and software subscription fees at the time of the renewal. If Customer chooses not to renew this Addendum, Customer shall give T2 Systems notice of non-renewal in - 7 - writing at least 30 days before the expiration of the then-current term. The Term is subject to any and all rights of either party to terminate the Addendum pursuant to the terms of the Addendum, or otherwise available to either party at law or in equity. (b) Extension. The Customer, may request to extend the Term for an additional period upon the same terms and conditions by giving written notice to T2 Systems within ninety days prior to the expiration of the Addendum. (c) Termination by Either Party. Either party may, without liability, cost or penalty, terminate the Addendum on written notice to the other where such other party neglects or fails to perform or observe any material term or obligation of the Addendum and such failure has not been cured within 30 days of written notice being provided to such other party. All earned but unpaid amounts for products or services that are provided by T2 Systems in compliance with the terms of this Addendum up to and including the effective date of termination shall, at T2 Systems’ option, become immediately due and payable by Customer. This shall include all associated shipping and restocking fees relevant to products manufactured for this Addendum, products shipped to the site, and all engineering and technical labor performed as directed by this Addendum up to and including the effective date of termination. Within thirty days of termination hereunder, T2 Systems will reimburse Customer for all advance payments paid by Customer to T2 Systems that were (a) not earned by T2 Systems prior to termination, or (b) for goods or services that the Customer did not receive from T2 Systems prior to termination. (d) Bankruptcy. Without limiting the foregoing, either party may terminate this Addendum on the same basis as set forth in Section 12(d) of the Agreement. (e) Survival. In addition to any other provision dealing with the survival of obligations hereunder, all of the obligations regarding privacy, disclaimers and limitations on liability set out in this Addendum shall survive the expiry or termination of this Addendum, as shall all any other provisions which, by their nature, ought reasonably to survive expiry or termination. GENERAL PROVISIONS. (f) Amendment and Waivers. This Addendum is subject to Sections 14 (g) and (j) of the Agreement, provided that (i) either party may request changes to the attached schedules as set forth in Section 4(k) (Changes to Schedules), and (ii) the parties will work together to complete the Specification Schedule upon execution of this Addendum. (g) Entire Agreement. This Addendum (including all Schedules or Change Orders) and the Agreement comprise the entire understanding and agreement between parties regarding the subject matter hereof and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communications between the parties regarding the subject matter hereof. Executed this ______day of _______________ 20XX. - 8 - T2 Systems, Inc. (Name of Customer) (Authorized Signature) (Authorized Signature) Name (Print) Title (Print) I have the authority to bind the Customer. Name (Print) Title (Print) I have the authority to bind T2 Systems. (Date) (Date) Federal Tax I.D. No.______________ Federal Tax I.D. No.______________ - 9 - Equipment and Pricing Schedule - 10 - Statement of Work - 11 - Specifications Schedule - 12 - Project Schedule - 13 - Warranty and Support Schedule Pay Station Addendum THIS PAY STATION ADDENDUM GOVERNS THE PROVISION OF PAYSTATIONS PURCHASED BY [INSERT CUSTOMER] (“CUSTOMER”) FROM T2 SYSTEMS CANADA INC. (“T2C”). 1. BACKGROUND. Customer and T2 Systems, Inc. have entered into a Master Customer Agreement. T2C is an Affiliate of T2 Systems, Inc. and 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. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the Addendum shall control. 2. DEFINTIONS. (a) “Addendum” means this Pay Station Addendum. (b) "Agreement" means the Master Customer Agreement. (c) “Hardware” means all goods or component parts sold and services provided under this Addendum, whether manufactured by T2C or another supplier. (d) “Quote(s)” means the quote forms executed by Customer from time to time setting out the details of the Hardware to be obtained by Customer, including applicable fees, which upon execution by Customer will be incorporated by reference into and form an integral part of this Addendum. All other terms defined in this Agreement 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. FEES AND PAYMENTS. Customer shall pay T2C the fees set forth in the Quote. All prices quoted are valid for ninety (90) days and are exclusive of taxes. Unless otherwise agreed by T2C in writing, all amounts payable hereunder shall be due to T2C within thirty (30) days of invoice date. Late payments shall bear interest at the rate of 1.5% per month (18% per annum) or the highest rate permitted by law, whichever is less. All prices shown are net, and in addition to the price of Goods, Customer shall pay all expenses including taxes, insurance, freight, carriage, and warehousing. All amounts shall be paid by the Customer to T2C without any setoff, deduction or recoupment. 4. SHIPMENT. (a) Scheduled shipment date is an estimate only. On or after the scheduled shipment date, Customer shall accept shipment upon notification by T2C; or, if Customer refuses shipment, then T2C is authorized at its option to: (i) have the Hardware transported and warehoused at Customer’s expense and risk, which shall constitute shipment to Customer, in which event T2C may declare such Hardware delivered and all amounts owing upon shipment, including the additional cost of such transportation and warehousing, will be due on the regular due date; (ii) declare the monthly installment payments to commence thirty (30) days from the date of such transportation and warehousing if any amounts are financed by T2C; or, (iii) defer shipment. (b) T2C may make partial shipments hereunder and may invoice for each such partial shipment separately. Each partial Shipment will be deemed to be a separate sale but a delay in delivery of any partial shipment will not relieve Customer of its obligation to accept delivery of any remaining shipments. Should Customer dispute the content of any shipment or partial shipment, Customer will notify T2C in writing prior to the time of deemed acceptance specified in paragraph 7 of the reasons for such dispute and provide to T2C all necessary documentation to substantiate any alleged discrepancy. 5. TITLE/RISK OF LOSS/INSURANCE. Title in the Hardware shall remain with T2C until such Hardware has been paid for in full. However, such Hardware shall be entirely at Customer’s risk from the time it is placed in the possession of the carrier for shipment to Customer. Customer shall ensure that the Hardware is insured against “all risks” from the time the Hardware is placed in the possession of the carrier for shipment to Customer, and continuously thereafter until all amounts due to T2C are paid in full. Such insurance shall be for no less than the total amount owing to T2C with loss first payable to T2C. Customer shall indemnify T2C from all loss arising out of any claims, suits and demands by reason of the retention of title to the goods by T2C while the Hardware is at the Customer’s risk. Customer authorizes T2C to file a copy of this Addendum as a financing statement. 6. ACCEPTANCE OF HARDWARE. Customer shall inspect or test all goods upon receipt. Customer shall be deemed to have affected final acceptance of the Hardware at the earliest of: (a) the fifteenth (15th) day after the date of Flex Software Subscription Addendum THIS FLEX SOFTWARE SUBSCRIPTION ADDENDUM GOVERNS THE PROVISION AND USE OF THE FLEX SOLUTION AND SERVICES PURCHASED BY [INSERT CUSTOMER] (“CUSTOMER”) FROM T2 SYSTEMS, INC. (“T2 SYSTEMS”). 1. BACKGROUND. The parties have entered into a Master Customer Agreement. This Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. 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) “Addendum” This Addendum between T2 Systems and Customer and the Quote. (b) “Agreement” means the Master Customer Agreement. (c) “Authorized Hosting Provider” means T2 Systems or its subcontractors. (d) “Authorized Purposes“ means Customer’s use of the Software for the Customer’s internal parking business operations. (e) “Authorized Concurrent Users” is set forth in the Quote. (f) “Client Components” means components of the Software, which T2 Systems makes available for downloading by Authorized Concurrent Users onto a personal computer or other personal electronic storage device solely for Authorized Purposes. (g) “Effective Date” means the date set forth below as the executed date. (h) “Technical Support” includes: Assistance with upgrading T2 Flex Software Assistance with upgrades to Oracle database releases Assistance with installation of Oracle patches Access to Crystal Reports library of 400+/- reports Authorized Concurrent Users may participate in on-line T2 Systems training on Software upgrades Database rebuilds or repairs (i) “Guaranteed Minimum Commitment” means the remainder of the current annual subscription fee once each annual term commences. (j) “Hardware Error” means a defect in the Hardware that prevents Customer and its Authorized Concurrent Users from accessing the Software through the Hardware. (k) “Hardware Fee” means the fee set forth in the Quote for the initial term of. The Hardware Fee is subject to change as provided in 8(b). (l) “Hosting Error” shall mean a defect in the Hosting System that prevents Customer and its Authorized Concurrent Users from accessing the Software through the Hosting Services. - 2 - (m) “Hosting Services Fee” means the fee set forth in the Quote for the initial term of the Hosting Services. The Hosting Fee is subject to change as provided in 8(b). (n) ”Hosting Services” means that T2 Systems will install, operate, and maintain the Software on T2 systems’ application server, and provide to Customer access to T2 Systems’ Application Server sufficient for Customer to exercise its subscription rights granted herein and for the Authorized Concurrent Users to communicate with, access and use the Software by way of the Internet. (o) ”Hosting System” means the computer and network equipment owned and maintained by T2 Systems or its designated third party and the operating software licensed by T2 Systems or its designated third party. (p) “Installation Date” means the date the Software goes into production mode or the date a Software application is downloaded for use by the Customer. (q) “Production Copy” means an executable code copy of the Software which is used on a computer system to process live data. Copies of all or a portion of the Software whether on multiple computers or on a computer system will constitute a single Production Copy so long as a single database is used by all of the copies of the Software. The number of Production Copies authorized under this Addendum is one, unless otherwise set forth in the Quote. (r) “Professional Services Fee” means the fee set forth in the Quote for the initial term of the Professional Services. The Professional Fee is subject to change as provided in 8(b). (s) “Remote Access Equipment” means the equipment necessary for Customer to access the services on the Internet. The Remote Access Equipment is to be provided by Customer. (t) “Subscription Fee” for the initial Subscription Term is set forth in the Quote. The Subscription Fee for the terms after the initial Subscription Term may be changed as provided in 8(b). (u) “Subscription Term” means the Initial Term and all renewal terms. (v) “Software” consists of T2 Flex® and all related T2 Flex® software applications and components as specified in the Quote. (w) “Target Response Time” means the time period during support hours in which T2 Systems will strive to communicate with the Customer acknowledging a support request by the Customer. (x) “Quote” means the document executed by T2 Systems and Customer which is referenced herein. (y) “Standard Technical Support” means responses to questions of error by email or telephone. (z) “Time and Materials Basis” means an hourly basis at the rate specified in the Quote, together with reimbursement of expenses. (aa) “Web Site” means the Web Site prototype provided by T2 Systems, and subsequently customized at Customer’s request. (bb) “Web Site Fee” is identified in the Quote. 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. SOFTWARE SUBSCRIPTION (a) Software Subscription. T2 Systems grants to Customer a non-exclusive right to use the Software for its Authorized Concurrent Users, or as set out on the Quote, if applicable. T2 Systems grants the Subscription(s) for the Authorized Purposes and no other purposes. At no time may the number of user - 3 - accounts for the Software exceed the number specified on the Quote. T2 Systems has the right to monitor the number of Authorized Concurrent Users. Customer may increase the number of Authorized Concurrent Users upon payment of the applicable fees. (b) Term. The Subscriptions granted in this Addendum are for the term specified in 9(a). (c) Warranty of Functionality. T2 Systems warrants to Customer that: For a period of ninety (90) days after T2 Systems installs or the Customer downloads the T2 Flex® Software, the Software will provide at least the functionality contained in the then-current product literature as posted on T2 Systems’ corporate website, and will perform without errors which would significantly affect its ability to provide that functionality. This warranty is contingent upon Customer advising T2 Systems of any failure of the T2 Flex® Software to perform within ninety (90) days after the Installation Date or download date. The notice to T2 Systems shall specifically identify the error or errors. T2 Systems’ services in connection with the correction of the errors shall be provided without charge to Customer. The Software will remain in compliance with current Payment Card Industry security standards at all times. (d) Installation. T2 Systems shall install the Software and confirm that the Software is working properly. Once the Software is installed, the Customer shall verify that the installation is complete and the Software is working properly. Any T2 Flex® Software applications purchased by Customer will be available for download from the T2 HUB or as specified on the Quote. 4. HARDWARE (a) Applicability. The provisions of this Section 4 apply only if Quote states that T2 Systems or an authorized T2 Systems distributor will sell hardware (the “Hardware”) and related software. In addition, the provisions of Section 4 only apply to Hardware purchased through T2 Systems or an authorized T2 Systems distributor. (b) Hardware Warranty. T2 Systems warrants to the Customer that the Hardware will be free from defects in workmanship and materials, under normal use, for one year (365) days from the date the Hardware is delivered. (c) Exclusive Remedy. Should a Hardware Error occur during the warranty period and you notify T2 Systems, Customer’s sole and exclusive remedy shall be, at T2 Systems’ sole option and expense, to repair or replace the Hardware parts which have been found to be defective. At T2 Systems’ sole discretion, parts may be repaired as opposed to being replaced. T2 Systems may replace parts with others of like kind and quality. T2 Systems will provide service at any T2 Systems service center or at such other location as may be designated by T2 Systems. Customer agrees to follow the Return Materials Authorization Process as set forth in (g) 4(h). (d) Hardware Repair Limitations. T2 Systems’ liability for Hardware repairs under this Addendum shall be limited to the actual cash value of the Hardware in operating condition at the time of the claim. Except as otherwise expressly agreed by T2 Systems, nothing herein shall obligate T2 Systems to repair or replace aesthetic or structural items including, but not limited to, damage to the case or screen from dropping, warping of any kind to housing, case or frame of the Hardware. Customer agrees that it is responsible for repair costs associated with worn out or damaged touch screens or LCD modules. This Addendum only applies to the operation of the Hardware under the conditions for which it was designed, and does not cover damage resulting from external causes such as, but not limited to, damage resulting from a collision with any object or from fire, flooding, sand, dirt, windstorm, hail, earthquake, , damage from exposure to weather conditions not anticipated or contemplated by the manufacturer’s specifications, battery leakage, theft, misuse, abuse, damage from failure of, or improper use of, any electrical sources or - 4 - connection to other products not recommended for interconnection by the Hardware manufacturer. Customer shall perform all preventative maintenance recommended by the Hardware manufacturer to maintain the Hardware in operating condition and Customer agrees that any loss or damage resulting from the failure to provide the Hardware manufacturer’s recommended maintenance is not covered by this Addendum. (e) Obsolete Hardware. While it is T2 Systems’ intention to support Hardware for as long as is technically and financially feasible, T2 Systems reserves the right to discontinue maintenance and support of obsolete Hardware six months after providing written notice to Customer. After that time, T2 Systems will offer repair services on the then-current standard rates for time and materials for the obsolete Hardware so long as parts and labor are reasonably available. (f) Engineering Modifications. All products of T2 Systems are subject to design and/or appearance modifications which are production standards at the time of shipment. T2 Systems may, but shall not be required, to, modify, or update products shipped prior to a current production standard. (g) Return Materials Authorization (RMA) Process. In the event that Customer experiences a malfunction with respect to the Hardware, Customer shall call T2 Systems technical support in order to determine the cause of the malfunction. If T2 Systems technical support determines that the Hardware does require service, the technician will instruct Customer as to the proper return procedure. A Return Material Authorization Number (RMA) must be obtained before product is returned. Customer shall return the damaged Hardware, together with a description of the malfunction, to T2 Systems or other service location as directed by the T2 Systems technician. Customer shall remove the Flash ROM or RAM cards prior to shipping the Hardware to the appropriate T2 Systems service center. Customer is responsible for all freight and insurance charges inbound to the service center. T2 Systems is responsible for all freight and insurance charges outbound from the service center. T2 Systems is not responsible for removal, installation, or any incidental expenses incurred in replacing the defective item or shipping the product to or from the distributor or customer. (h) Restocking Fee for Returned Hardware. The Customer may return Hardware within 30 days of delivery if the goods are in an unsoiled, undamaged, new, and re-saleable condition. T2 Systems charges a minimum of 25% restocking fee on all equipment that is returned unless the delivered goods were damaged or found malfunctioning upon arrival by purchaser. The credit will be issued only after the equipment is inspected and determined by an Employee of T2 Systems to be in unsoiled, undamaged, new and re-saleable condition. The Customer will pay for all freight charges to T2 Systems’ plant unless the delivered goods were damaged or found malfunctioning upon arrival, in which case the seller shall pay all return freight charges. Customer and/or the distributor agree to inspect all delivered pieces of ARC hardware immediately and report any visible damage within 48 hours to T2 Systems. Failure to report damage in this time frame will result in the inability to replace damaged goods. Hidden damage (i.e. electrical issues, board malfunctions, etc.) must be reported within 7 days. (i) The remedies set forth in this Section 4 are Customer’s exclusive remedies related to the Hardware. T2 Systems’ entire liability shall be limited to replacement, repair, or refund of the purchase price paid, at T2 Systems’ option. 5. HOSTING SERVICES (a) Software Installation. T2 Systems shall install the Software on the Hosting System. (b) Access. In consideration of the payment of the Hosting Fee, T2 Systems will provide Customer access to the Software via the Hosting Services and Hosting System. Customer may access the Hosting System - 5 - using Customer’s Remote Access Equipment. T2 Systems shall undertake commercially reasonable efforts to provide Customer with consistent service in a shared hardware environment sufficient to access the Software on T2 Systems Application Server through the Internet twenty-four (24) hours per day, seven (7) days per week, except for routine maintenance performed pursuant to notice to Customer. T2 Systems shall monitor T2 Systems’ Application Server and undertake commercially reasonable efforts to restore promptly all failures of service at no additional charge to Customer. Customer shall be solely responsible for (i) providing Internet devices and supported browsers, and (ii) Internet connections, at Customer’s sole cost and expense. (c) Hours of Operation. Generally, connectivity will be available seven (7) days per week, twenty-four (24) hours per day. Customer’s access is subject to outages for scheduled maintenance activities and outages attributable to failure of the Customer’s telecommunications provider to provide an Internet connection. Whenever practical, scheduled maintenance activities will be performed [outside] the hours of 8:00 a.m. and 8:00 p.m ET. Notice of scheduled maintenance shall posted the T2 Knowledge Base at [ ] (d) Maintenance and Updates. T2 Systems shall provide maintenance for the Hosting System, including updates and patches and shall install any updates or enhancements for the Software that are released by T2 Systems to its Customers. (e) Passwords and Security. Customer will control the issuance of passwords and user IDs for the use of the Software by Customer’s Authorized Concurrent Users. Customer shall be responsible for the confidentiality of all those passwords. Customer acknowledges that it will be responsible for all liabilities incurred through use of any password assigned to Customer, and that any transactions under Customer’s password will be deemed to have been performed by Customer. 6. PROFESSIONAL SERVICES. (a) Applicability. The provisions of this Section 6 apply if the Quote states that T2 Systems will provide additional technical, development or installation services in association with this Agreement (collectively, the “Professional Services”) a description of which shall be set out in a Professional Services Schedule. Subject to payment by Customer of any Web Site Fee which is due, T2 Systems grants to Customer a non- exclusive right to use the Web Site prototype and any additional enhancements or customization in connection with the use of the Software. (b) Web Site Development. If the Customer determines that the Web Site requires additional enhancements or customization, T2 Systems shall provide development services relating to the Web Site. T2 Systems’ services in assisting Customer in this regard shall be provided on a Time and Materials Basis. 7. TECHNICAL SUPPORT (a) Technical Support Services. T2 Systems offers the Customer technical support as described in Section 2(h). (b) Technical Support Hours. T2 Systems offers Technical Support from 8:00 a.m. EST to 8:00 p.m. EST Monday through Friday excluding holidays. The Target Response Time is two (2) hours. (c) Updates and Enhancements. To the extent that T2 Systems releases an updated or enhanced version of the Software during the Subscription Term, T2 Systems will make the updated version available for download by Customer at no additional charge. - 6 - (d) Technical Support Exclusions. T2 Systems will not be responsible for failure to correct a problem to the extent that T2 Systems is unable to replicate the problem, or if the problem is caused by: (i) misuse of the Software, (ii) failure by Customer to utilize compatible computer and networking hardware and software, (iii) interaction with software or firmware not provided by T2 Systems, (iv) any change in applicable operating system software, or(v) the failure of Customer to install updates to the Software provided by T2 Systems. A Customer who is not current with their account will not be eligible for technical support. In any such event, T2 Systems will advise Customer and, upon request, will provide such assistance as Customer may reasonably request with respect to such problem at T2 Systems’ then-current standard rates for time and materials. (e) Cooperation. Customer acknowledges (i) that certain services or obligations of T2 Systems hereunder may be dependent on Customer providing certain data, information, assistance, or access to Customer’s systems, (collectively, "Cooperation"), and (ii) that Cooperation may be essential to the performance of such services by T2 Systems. The parties agree that any delay or failure by T2 Systems to provide services hereunder which is caused by Customer's failure to provide timely Cooperation reasonably requested by T2 Systems shall not be deemed to be a breach of T2 Systems’ performance obligations under this Addendum. (f) Supported Versions of Software. T2 Systems requires all T2 Flex Software and applications to be the current or next most recently released versions. T2 Systems reserves the right to upgrade any T2 Systems hosted T2 Flex instance with 24 hour notice to the Customer. Notice may be provided via email or phone. 8. PAYMENT (a) Fees. The Subscription Fee, Hosting Services Fee, Professional Services Fee, Hardware Fee and any additional agreed upon fees (collectively, the “Fees”) shall be payable according to the terms set forth in the Quote. Partial periods shall be prorated. Notwithstanding anything to the contrary contained herein, if this Addendum is terminated by T2 Systems for cause or by Customer for convenience prior to the expiration of the Guaranteed Minimum Commitment (as set forth in the Quote), the unpaid balance for the Guaranteed Minimum Commitment shall accelerate and be due and payable in full immediately upon acceleration. (b) Change in Fees. T2 Systems will increase the Fees by five (5) percent per year, provided T2 Systems notifies Customer in writing at least sixty (60) days prior to a renewal period. If T2 Systems fails to provide a sixty (60) day notice, then the increase in Fees will not become effective until the beginning of the first month following the sixty (60) day period after T2 Systems notified Customer of the increase. (c) Invoices. Invoices for payment of amounts due to T2 Systems under this Addendum shall be itemized in reasonable detail. If Customer does not dispute any part of an invoice, Customer shall pay the amounts due within thirty (30) days of receipt. If Customer disputes one or more items of an invoice, Customer shall: (i) pay T2 Systems within thirty (30) days of receipt of the invoice the amounts for items not disputed; and (ii) notify the Finance Department of T2 Systems within those thirty (30) days in writing of its dispute of one or more items of the invoice, identifying the item or items in dispute and setting forth in reasonable detail the basis for each dispute. Failure to so notify the Finance Department of T2 Systems of each item in dispute and the basis therefore shall be deemed acceptance of those items, and Customer shall forthwith pay T2 Systems therefore. (d) Failure to Make Payment. If Customer fails to make any payments within thirty (30) days after the amount is due pursuant to this Addendum, then the amount, without the necessity of any notice or action by T2 Systems 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 if less than twelve - 7 - percent (12%)] and with reasonable attorneys’ fees and other costs of collection. The non-exclusive subscription granted pursuant to this Addendum may be terminated by T2 Systems with thirty (30) days prior written notice in the event Customer fails to make any payments when due under this Agreement. (e) Payment by Automated Clearing House. If applicable, Customer agrees that the Subscription Fee and Web Site Fee (if applicable) shall be paid by Automated Clearing House debit. Customer agrees to complete the ACH Authorization Agreement accompanying this Addendum. If Customer is unable to execute an ACH Authorization Agreement, Customer shall make payment to T2 Systems by check, credit card or debit card in the amount payable hereunder. Furthermore, Customer agrees to submit such payment to T2 Systems so that payment is received by T2 Systems on or before the Subscription Fee due date. Payment Options 1. Annual Subscription paid in advance 2. Monthly Subscription paid in advance. Monthly payments are subject to a 3% processing fee. 3. ACH (see above) 9. TERM AND TERMINATION (a) Term. The term of the Subscriptions granted in Section 3 and the provision of support under Section 7 shall commence on the Installation Date or three (3) months from the Effective Date of the Addendum, whichever is earlier, and shall continue for the period set forth in the Quote (“Initial Term”), provided however if Customer has an existing Quote the term of the subscription will be as set forth in the Quote and the terms of this Addendum shall be applicable to the Quote as of the Effective Date. If the Customer delays installation beyond the timeline in the Quote, the Customer may incur additional installation fees. If a delay in installation is caused by T2 Systems, the initial term of this Addendum shall commence at the date the Software is installed and the Customer executes the installation verification acknowledgement. Except as may be otherwise provided in the Quote, the term of the Subscriptions and support shall be automatically renewed for an additional term of one (1) year effective immediately after the expiration of any then-current term, unless either T2 Systems or Customer gives notice of non-renewal to the other at least sixty (60) days in advance of the expiration of the then-current term. (b) Reengagement When a project does not stay on the agreed upon schedule as defined in a mutually agreed upon project plan because the Customer did not meet its deliverables, or if the Customer requests a new date after a committed date has been scheduled, the Customer will be responsible for: 1. Acceleration of payment for all Professional Services completed to date (i.e., I&T, project management costs, eBiz, interfaces, etc.). 2. All hard costs, including travel. 3. Rebooking fees. 4. Any necessary rework (repeat of training, additional data sample, additional PM hours) would be billed at restart. 5. A reengagement fee of 20% of the total professional services plus travel expenses associated with the reengagement. (c) Termination. Customer may terminate the Subscriptions granted in this Addendum, any support under Section 7, any Professional Services, and any Hosting Services by notice of non-renewal given in accordance with Section 9 (a) or by notice given in accordance with the provisions of the Agreement. T2 Systems may terminate the Subscriptions granted in the Agreement and any support under 7by notice of non-renewal given in accordance with Section 9(a), by termination as provided in Section 8(d) or upon - 8 - fifteen (15) days prior written notice in the event Customer uses the Software in a manner not permitted under the Addendum. Nothing in this Addendum or any other agreement between the parties shall prohibit T2 Systems from contracting with, or providing goods (including software) or services to, any other party to service the same end users contemplated by this Addendum. (d) Return of Materials. Upon termination of the Subscription of the Software for any reason, Customer shall destroy all copies of the Software and any other materials received from T2 Systems and furnish T2 Systems a written statement certifying that through Customer’s best efforts, and to the best of Customer’s knowledge, all copies of the Software including all copies of Client Components, and any other materials received from T2 Systems, have been destroyed. (e) Return of Customer Data. Upon termination of the Subscription of the Software, T2 Systems shall, at Customer’s request, return Customer’s data in an Oracle standard database export format. To accommodate special requests to receive data in any other format, Customer will be responsible for additional time and materials required to accommodate this request. All special requests will be scoped by T2 Systems and then an initial estimate provided to the Customer. (f) Outstanding and Future Payment Obligations. All payment obligations between the parties that are outstanding as of the effective date of termination, or which accrue hereunder prior to the effective date of termination or which accrue for services that are completed after the effective date of termination shall survive the termination of this Addendum. 10. RESTRICTIONS ON USE OF THE SOFTWARE (a) No Distribution. Customer may not distribute or sublicense the Software to any person. (b) No Sublicense; Persons Authorized to Use. Customer may not resell accounts or sublicense persons to use the Software other than Authorized Concurrent Users. (c) No Reverse Engineering. Customer agrees that it will not create or attempt to create or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs for the Software or any part thereof from the object program or from other information made available under the Agreement (whether oral, written, tangible or intangible). The Addendum does not give Customer the right to have access to any source code for the Software. (d) Passwords. Customer shall not: (i) transmit or share identification and/or password codes to persons other than the Authorized Concurrent Users for whom such codes were generated; (ii) permit Authorized Concurrent Users to share identification and/or password codes with others; or (iii) permit the identification and/or password codes to be cached in proxy servers and accessed by individuals who are not Authorized Concurrent Users. 11. CORRECTION OF ERRORS (a) Correction of Functionality of the Software. The liability of T2 Systems for the functionality of the Software is limited, except as provided below in this Section, to the warranty provided in Section 3(c). If, thirty (30) days after the giving of the required notice described in Section 3(c), the Software fails to so conform, and the failure to conform is occasioned by T2 Systems’ error and not operator error, faulty data or hardware failures, then, Customer may, at its election at any time thereafter while the failure remains uncured, send T2 Systems a written notice that: (i) T2 Systems has continued to fail to correct the failure; and (ii) Customer has elected to terminate the subscription of the Software. Upon the continuance of that failure for a period of thirty (30) days after such written notice of the continuance of such failure to correct and Customer’s election to terminate has been given to T2 Systems by the Customer, Customer - 9 - may, and its exclusive remedy shall be to, terminate the subscription granted pursuant to the Addendum within sixty (60) days after the expiration of the cure period by the destruction of the materials described in 9(d), and have returned to it, (to the extent the amounts have not been previously refunded) the Subscription Fee, under 8(a) of this Addendum theretofore paid to T2 Systems for the initial Subscription Term. If Customer fails to return the materials within thirty (30) days after the expiration of the cure period, Customer shall have waived its right to terminate the subscription and to receive a refund of the Subscription Fee. (b) Correction of Support Errors. T2 Systems’ liability under Section 7 is limited as provided in this Section 12(b). T2 Systems commits to use commercially reasonable efforts repair “minor” bugs, which are errors that support a “work around” solution (a “Minor Error”), in the next production release of the Software, which would typically occur in ninety (90) days or less. New production releases (beta releases) are heavily tested by T2 Systems’ technical staff and, typically, by beta site Customers, meaning that “critical” bugs, which are errors that would stop a Customer from processing (a “Critical Error”) and together with a Minor Error, an “Error”) rarely make it into a production release. Nevertheless, if a Critical Error makes it into a production release, T2 Systems commits to use commercially reasonable efforts to distribute a software patch within forty-eight (48) hours of T2 Systems’ receipt of notice of the Critical Error. If an Error continues for a period of sixty (60) days after that detailed written notice has been given to T2 Systems by Customer, Customer may, and its exclusive remedy shall be to terminate the subscription of the Software by certifying destruction of the Software and other materials in the manner provided in Section 9(d) within thirty (30) days after the expiration of the cure period and, upon such certification, have returned to it the prorated consideration representing Customer’s payment of the Subscription Fee for the days remaining in the then current Subscription Term computed from the date of T2 Systems’ receipt of the termination notice. (c) Correction of Hardware Errors. T2 Systems’ liability under Section 4 is limited as provided in this Section 12(c). If after giving T2 Systems notice of the Hardware Error, T2 Systems fails to repair or replace the faulty Hardware, then, Customer may, at its election at any time thereafter while the Hardware Error remains uncured, send T2 Systems written notice that (i) T2 Systems has continued to fail to correct the Hardware Error and (ii) Customer has elected to terminate the Hardware Support services. If the Hardware Error continues for a period of sixty (60) days after that detailed written notice has been given to T2 Systems by Customer, Customer may, and its exclusive remedy shall be to the Hardware to T2 Systems and have returned to it the prorated consideration representing Customer’s payment for the Hardware repair and support. (d) Correction of Professional Services Errors. Customer shall notify T2 Systems within thirty (30) days’ time after T2 Systems advises Customer of its completion of the work in question when the Professional Services do not execute in accordance with the Customer’s specifications. The notification shall include the detailed variances and the information necessary for T2 Systems to verify the variances. T2 Systems, upon actual receipt of the notification and verification of the detailed variances, shall modify the work so that it shall conform to the Customer specifications. The passage of the thirty (30) day period after T2 Systems advises the Customer that the work is completed without the notification described herein shall constitute final satisfaction of the express warranty and the warranty period described above. 12. MISCELLANEOUS (a) Survival. The provisions of Sections 5(h), 8(d), 9(d), 9(f), 11, 12(b) and all obligations of Customer to pay or reimburse T2 Systems for any amounts arising under this Addendum, shall survive any termination of either this Addendum or the non-exclusive subscription granted hereunder. - 10 - (b) Entire Agreement. The Addendum (including the Quote) and the Agreement constitute the entire agreement between the parties hereto with regard to the Software, the Hosting Services, any Development Services, and any support of the Software. Executed this ______day of _______________ 20XX. T2 Systems, Inc. Per: ______________________________ Name: ____________________________ Title: _____________________________ [CUSTOMER] Per: ________________________________ Name: ______________________________ Title: ______________________________ - 11 - DMS MAV 4514994 T2 RFP Response to City of Bozeman, MT Page | 96 Third-Party Resale Addendum THIS THIRD-PARTY RESALE ADDENDUM GOVERNS THE PROVISION AND USE OF PRODUCTS AND ADDENDUM SERVICES PURCHASED BY [INSERT CUSTOMER] (“CUSTOMER”) FROM T2 SYSTEMS, INC. (“T2 Systems”). 1. BACKGROUND. The parties have entered into a Master Customer Agreement. This Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the Addendum shall control. Customer desires to acquire services and/or products that are owned and provided by one or more third- parties through its contractual relationship with T2 Systems. The identification of the products and/or services and the terms governing their provision and use shall be set forth in the Appendices hereto. 2. DEFINITIONS. In this Addendum: (a) “Addendum” means this Third-Party Resale Addendum. (b) “Addendum Services” means the services identified in Appendix A and, if applicable, as further set forth in a Scope of Work attached hereto as Appendix B. (c) "Agreement" means the Master Customer Agreement. (d) “Effective Date” means the date set forth below as the executed date. (e) “Products” means those hardware and software solutions identified in Appendix A. (f) “Third-Party Provider” means the entity or entities identified in Appendix A whose Products and Services are being resold by T2 Systems under this Addendum. 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. APPENDICES. The Appendices below are hereby incorporated into and made a part of this Addendum. In interpreting this Addendum and resolving any ambiguities, the main body of this Addendum shall control over the Appendices. Each reference to T2 in the Appendices shall be deemed to mean T2 Systems, Inc. Appendix A – Products & Services Appendix B – Scope of Work Appendix C – Applicable Terms 4. SCOPE OF WORK. T2 Systems, or its subcontractors, shall be responsible for the provision of the services as described in the Scope of Work document attached hereto as Appendix A and incorporated herein. T2 Systems and Customer shall each appoint a Project Manager who shall work together to coordinate, supervise and manage the Scope of Work and the project schedule for the duration of the project. 5. PAYMENTS. Unless otherwise specified on the quote, all amounts payable hereunder shall be due to T2 Systems within thirty (30) days of invoice date, and Customer agrees to pay for the Addendum Services and Products in accordance with Appendix C. All prices shown are net, and in addition to the price of - 2 - goods, Customer shall pay all expenses including taxes, insurance, freight, carriage, and warehousing. All prices quoted are valid for ninety (90) days and are exclusive of taxes. 6. RIGHTS OF CUSTOMER. If applicable, Customer’s rights in and to any software and hardware shall be set forth in Appendix C. 7. WARRANTY. In addition to the disclaimers and limitations in the Agreement, Customer acknowledges and agrees that T2 Systems is acting as a reseller of the Products and Services and T2 Systems does not directly provide any warranties with respect to the Products or Services. Any warranties provided by the Third-Party Provider are set forth in Appendix C. 8. TERM & TERMINATION. (a) Either party may terminate this Addendum without cause by written notice to the other party, which termination shall be effective as of the last day of the calendar month following the month in which notice of termination is received. Customer shall be liable for all fees and costs incurred up to the effective date of termination. (b) Either party may terminate this Addendum if the other party breaches any material obligation under this Addendum, and fails to remedy such breach with thirty (30) days of receipt of notice from the non- breaching party. (c) Without limiting the foregoing, either Party may terminate this Addendum on the same basis as set forth in Section 12(d) of the Agreement. 9. ENTIRE AGREEMENT. This Addendum (including all Appendices) and the Agreement comprise the entire understanding and agreement between parties regarding the subject matter herein and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communications between the parties regarding the solutions hereunder. Executed this ______day of _______________ 20XX. T2 SYSTEMS, INC. Per: ______________________________ Name: ____________________________ Title: _____________________________ [CUSTOMER] Per: ________________________________ Name: ______________________________ Title: ______________________________ APPENDIX A PRODUCTS & SERVICES APPENDIX B SCOPE OF WORK APPENDIX C APPLICABLE TERMS - 3 - 53645v1v1 Collection Services Addendum THIS COLLECTION SERVICES ADDENDUM GOVERNS THE PROVISION AND USE OF COLLECTION SERVICES PURCHASED BY [INSERT CUSTOMER] (“CUSTOMER”) FROM CITATION COLLECTION SERVICES, LLC (“CCS”). 1. BACKGROUND. Customer and T2 Systems, Inc. have entered into a Master Customer Agreement. CCS is an Affiliate of T2 Systems, Inc. and 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. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the Addendum shall control. All 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. Customer has authority pursuant to certain laws, ordinances and/or regulations to assess and collect fines and citations for violations of these laws, ordinances and/or regulations. CCS is a duly licensed collection agency, and possesses the personnel, experience, expertise, and equipment to collect the fines and citations through an effective collection process and court action, if necessary. Customer and CCS have mutually agreed that CCS will assist in the collection of, or actually collect, certain unpaid fines and citations (the “Accounts”) which Customer refers to CCS from time to time during the Term of this Addendum. 2. REFERRED ACCOUNTS (a) Referred Accounts. Pursuant to the terms and conditions of this Addendum, Customer shall provide to CCS, from time to time, those Accounts which Customer desires CCS to assist in the collection of (or actually collect) on behalf of Customer. All Accounts submitted to, and accepted by, CCS shall be referred to as “Referred Accounts.” (b) Collection of Referred Accounts. CCS agrees to undertake the collection of each Referred Account in accordance with the level of service selected by Customer which shall be described in more detail in a Statement of Work (“SOW”) in the form attached hereto as Exhibit A (collectively, the “Collection Services”). (c) CCS Collection Services. During the Term of this Addendum, CCS agrees to employ such lawful means, methods, and procedures as in CCS’s judgment, discretion and experience, it believes will best effect the collection of the Referred Accounts. CCS may use outside contractors or vendors to perform certain portions of the Collection Services and/or gather information about Referred Accounts and the obligors thereon. CCS will pursue court action to obtain/perfect civil judgments against those violators who do not pay their fines when, in its judgment and discretion, it believes such action is necessary and will aid in its collection efforts. (d) Authority to Settle Referred Accounts. Customer hereby authorizes CCS to collect, litigate, compromise, or settle each Referred Account. However, unless otherwise authorized by Customer in writing, any such settlement shall be in conformance with the minimum amounts as set forth on the applicable SOW related to the Referred Account in question. (e) Transfer of Accounts. All Accounts will be forwarded to CCS using the systems and procedures designed by CCS. Upon request of CCS, Customer will provide certified copies or originals of violation notices, tickets, citations, assessment letters, and any other documents necessary for use by CCS in collection of the Referred Accounts. CCS agrees to keep all such documents confidential and to not use or disclose them (or the information contained therein) for any purpose other than the performance of the Collection Services. (f) Exclusivity of Collection Services. Customer agrees that CCS shall be the exclusive third-party collector of all Referred Accounts during the Term of this Addendum and during any applicable retention period - 2 - set forth in 3(c). If Customer refers an Account to CCS, which becomes a Referred Account, Customer may continue to exercise its collection efforts with respect to such Referred Account; provided, however, that CCS shall be entitled to payment pursuant to the terms of this Addendum for all collections made against such Referred Account, irrespective of who makes such collection. (g) Rejected and Returned Accounts. CCS may reject any Account or return any Referred Account to Customer at any time for any reason (or no reason) in its sole discretion. After an Account is rejected or a Referred Account is returned to Customer at CCS’s request, CCS shall not be entitled to any additional fees with respect thereto. CCS will return to Customer such Referred Accounts which it determines, in its sole judgment and discretion, to be uncollectible. If Customer wishes to remove a Referred Account from CCS (the “Returned Accounts”), Customer will notify CCS in writing at least 10 days in advance (the “Return Notice”). Section 3(c) shall govern the collection on any Returned Accounts. Within thirty (30) days of the expiration of the one (1) year period set forth in Section 3(c) for Returned Accounts, CCS agrees to return each such Returned Account to Customer. 3. TERM AND TERMINATION (a) Term. The initial term of this Addendum is three (3) years. This Addendum will automatically renew for additional one (1) year terms unless written notice is provided to the other party at least ninety (90) days prior to the expiration of the then-current term. The initial term and any renewal terms are collectively referred to as the “Term.” (b) Termination. Either party may terminate this Addendum if the other party fails to perform any obligation hereunder which failure is not cured within 15 days after notice from the other party, except that CCS may terminate this Addendum immediately for Customer’s failure to pay any amounts hereunder when due and payable. In the event CCS elects to retain any Referred or Returned Account pursuant to (c), the provisions of this Addendum applicable to such continuing collection efforts shall survive any termination or expiration of this Addendum until all rights and obligations hereunder are fully performed and/or satisfied with respect to such accounts. (c) Retention of Returned and Referred Accounts. The parties agree that upon receipt by CCS of a Return Notice under Section 2.g, for a period of one (1) year from the date of CCS’s receipt of such Return Notice, CCS may retain for collection, in accordance with the terms hereof, at its sole discretion, any Returned Account. In addition, upon the expiration of this Addendum or earlier termination of this Addendum by CCS due to a breach by Customer, CCS shall have the right, at its sole discretion, to retain for collection, pursuant to the terms and conditions of this Addendum, any Referred Account upon which a partial payment has been made within the prior one (1) year period or which is subject to an agreed upon payment plan. 4. PAYMENT TERMS (a) Collection Fees. During the Term of this Addendum and during any applicable retention period set forth in 3(c), CCS shall be entitled to the fees, costs and expenses set forth [in the SOW applicable to such Referred Account] or [(i) $__________ for each letter sent by CCS with respect to a Referred Account, and (ii) _____ percent (___%) on all monies collected with respect to a Referred Account (regardless of whether collected by CCS, Customer or others).] (b) Payments to and from Customer. CCS shall remit each payment it collects on a Referred Account to Customer, minus CCS’s fees and any other amounts owed to CCS, on or before the 20th day of each month following the month in which the amount was actually collected. Customer shall remit, or cause to be remitted, all amounts owed CCS under this Addendum, if any, within thirty (30) days of receipt of notice thereof from CCS. A late fee of one percent (1%) per month shall be assessed on all past due amounts from Customer based upon the - 3 - aggregate amount of all past due monies. CCS shall also be entitled to reasonable attorneys fees and other costs of collection incurred in attempting to collect past due amounts from Customer. (c) Direct Payments. Customer agrees to immediately notify CCS of any payments on a Referred Account made directly to Customer, and CCS will be entitled to the fees specified in this Addendum as if CCS had actually collected the Referred Account. Any such amounts may be deducted from Customer’s next monthly payment from CCS. 5. MISCELLANEOUS (a) Inspection Rights. Customer, its auditors, or any governmental agency or other party authorized to supervise, regulate or audit Customer, may examine CCS’s records pertaining to the Referred Accounts during normal business hours and upon ten (10) days’ advance written notice; or with less notice if required of Customer by any such agency or other party or by law. (b) Assignment. Except as provided in Section 2.c, CCS may not assign or transfer its rights or obligations under this Addendum, by operation of law or otherwise, without the prior written consent of Customer, provided, however, that the Company may assign, delegate or transfer this Addendum and all of the Company’s rights and obligations under this Addendum, without Customer’s consent, to any of its subsidiaries or to any business entity that by merger, consolidation or otherwise acquires all or substantially all of the assets of CCS or any subsidiary or to which the CCS or any subsidiary transfers all or substantially all of its assets. Upon such assignment, delegation or transfer by CCS, (i) the transferee or other party to such transaction, as applicable, shall be deemed to be substituted for CCS for all purposes of this Addendum, (ii) CCS shall be released from all obligations and liabilities hereunder arising after the effective date of the transfer or assignment, and (iii) Customer shall be deemed to have consented to the assignment, delegation or transfer. Subject to the foregoing, this Addendum and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. (c) Entire Agreement. This Addendum and the Agreement comprise the entire understanding and agreement between parties regarding the subject matter hereof and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communications between the parties regarding the subject matter hereof. Executed this ______day of _______________ 20XX. Citation Collection Services, LLC Per: ________________________________ Name: ______________________________ Title: ______________________________ [CUSTOMER] Per: ________________________________ Name: ______________________________ Title: ______________________________ Attachments: Exhibit A Statement of Work EXHIBIT A PAGE A-1 EXHIBIT A STATEMENT OF WORK THIS STATEMENT OF WORK (“SOW”) was issued pursuant to that certain Collection Services Addendum between CITATION COLLECTION SERVICES, LLC (the “CCS”) and _____________________ (the “Customer”) dated ________________, 2007, and is governed by the terms and conditions thereof, except to the extent the terms and conditions of this SOW supersede or conflict with the terms of that Addendum. DigitalIris™ T2 UNIFITM Parking The value of a parking system is measured by the ability to manage your pay station network, identify opportunities, take action, and measure results. An effective parking system is one that empowers parking operators, and their field staff, to make informed decisions that increase efficiencies, productivity, and the bottom line. Digital IrisTM is an easy to use cloud-based data intelligence platform that provides secure and actionable information to the right people at the right time. This platform delivers insight through interactive metrics, data visualization, and automated reporting. With a wealth of real-time data, Digital Iris meets the needs of all users in your organization, from simple reporting to advanced analytics. Core Functionality • Secure cloud-based system accessible anytime, anywhere • Personalized Web-based dashboards • Self-administration of your pay station network • Access to real-time operational and financial data • Automated reporting offering basic reports and advanced analytics • Real-time credit card and passcard processing Operations Management • Full operational insight into data and trends using data visualization • Over 90 available metrics with over 3,000 widget combinations including paid occupancy, utilization, and turnover • Unified corporate dashboard supporting multiple branch operations • Intuitive mapping to easily locate your pay stations and see real-time status alerts • Configurable widgets to track the most important metrics in your operation Collections and Maintenance • Dedicated modules for collections and maintenance • Real-time monitoring of your pay station network • User created and managed pay station alerts • Pay station alerts sent directly to field personnel • Intuitive mapping for “hot spots” and efficient maintenance and collections routes • Collections and maintenance data accessible to field personnel reducing response times Enforcement • Transaction data sent to enforcement handheld devices • Integration with license plate recognition (LPR) systems for a 10- to 20-fold improvement in enforcement productivity • Communication with space sensors • Integration with mobile payment services Data Intelligence Platform Mobile Workforce • Real-time data to field personnel via Digital mobile apps or third-party integrated devices • Remote access to: • Transaction data and permit information • Pay station collections status and alerts • Pay station details and maintenance alerts Parking Management • Passcards and coupons to streamline financial management • Coupons for complimentary or discounted parking • Passcards for a reusable discount or a reloadable method of payment • Support for event parking, permit parking, and parking validation • Track and manage coupon and passcard use by individual consumer • Billing reports to monitor coupon and passcard usage Consumer Convenience • Pay for parking or add time using any pay station or your mobile phone • Receive expiry reminders via your mobile phone • Advanced payment types such as passcards, smart cards, and contactless payments • Load funds onto your smart card using any pay station Think Technology. Think Solutions. Think T2. Since 1994, T2 Systems has been providing the parking industry with solutions that meet the ever-changing needs of parking managers and parkers alike. T2’s unified parking management platform combines quality products and services with a commitment to thought leadership and strong customer relationships. T2’s intelligent platform of Solutions-as-a-Service (SaaS)—including enforcement, permits, payments, PARCS, event parking and real-time parking availability—is trusted by over 1,000 organizations in the United States and Canada, including universities, cities, towns, private operators, and airports. For additional information about T2 Systems, Inc. products and services, visit www.T2systems.com. 800.434.1502 | T2systems.com © Copyright 2015 T2 Systems, Inc. All Rights Reserved. Open and Robust Architecture • Easily integrate with third-party systems and custom built applications • Extensive integrated partner network • Clustered database architecture • High availability with seamless failover • Extensive application level monitoring Data Security • Secure role-based permission structure to enable only approved personnel to make system adjustments • Secure hardware-based encryption for card processing • PCI compliant (Level 1 service provider) and externally audited • System does not require Flash or Java