HomeMy WebLinkAbout17- Master Customer Agreement and Addendums, Parking Commission - T2 Systems, Inc. - Parking Garage Enforcement, Citation, and Software E9
T2 UNINTM Master Customer Agreement
This Master Customer Agreement (the "Agreement") is made by and between T2 Systems, Inc. ("12 Systems") and
City of Bozeman, MT("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.
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(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.
(1) "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.
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.
(d) T2 represents and warrants it is the owner of the Products and components thereof, or the
recipient of a valid license thereto, and that it has and will maintain during the Term the full
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authority to grant the intellectual property rights granted by this Agreement without further
consent of any third party.
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.
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(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.
(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, and 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 losses, damages, costs, expenses (including reasonable attorneys' fees), arising out of,
related to, or alleging (i) injury to or death of any individual, or any loss of or damage to real or
tangible personal property, caused by the act or omission of T2 or any of its officers, directors,
employees, contractors, agents or other representatives, or(ii) disclosure or exposure of end user
personally identifiable information caused by the act or omission of, giving rise to an accident or
other occurrence resulting in bodily injury or death, to any person(s) T2 or any of its officers,
directors,employees,contractors, agents or other representatives.
(b) Intellectual Property Indemnification. 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,
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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
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.
(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 indemnified party shall reasonably 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 shall provide Customer with a copy of its certificate(s) of insurance and proof of
coverage prior to commencing performance of this Agreement.
(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
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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:
(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
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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
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 TWELVE 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)
(c) NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY
EITHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE
OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE
KNOWN TO, OR OUGHT REASONABLY TO HAVE BEEN DISCOVERED BY,THAT PARTY.
(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
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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 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.
(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) T2 must promptly return any property of Customer in such format as Customer
reasonably requests;
(v) Sections 4, 5, 6, 7, 8, 9, 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.
(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.
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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. Upon mutual agreement of the parties,the parties may invite an
independent, disinterested mediator to assist in the negotiated settlement discussions. If the
parties do not reach a solution within a period of 60 days (or such other longer period as the
parties may agree), then such dispute may only be resolved in a court of competent jurisdiction in
compliance with the Applicable Law provisions of this Agreement.
(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
Montana.
(d) Attorney Fees and Costs. In the event it becomes necessary for either party to retain an attorney
to enforce any of the terms or conditions of this Agreement or to give any notice required herein,
then the prevailing party or the party giving notice shall be entitled to reasonable attorney's fees
and costs, including fees,salary, and costs of in-house counsel to include the City Attorney.
14. GENERAL PROVISIONS.
(a) Assignment. Neither party may assign or transfer any of its rights or obligations under this
Agreement to any other party 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. 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.
(d) Force Maieure. 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
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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.
(1) 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.
(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.
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(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.
(p) No Third-Party Beneficiary. This Agreement is for the exclusive benefit of the parties, does not
constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third
party.
(q) Nondiscrimination. T2 agrees that all hiring by T2 of persons performing this Agreement shall be
on the basis of merit and qualifications. T2 shall have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws,
regulations, and contracts. T2 will not refuse employment to a person, bar a person from
employment,or discriminate against a person in compensation or in a term, condition,or privilege
of employment because of race, color, religion, creed, political ideas, sex, age, marital status,
national origin, actual or perceived sexual orientation, gender identity, physical or mental
disability, except when the reasonable demands of the position require an age, physical or mental
disability, marital status or sex distinction. T2 shall require these nondiscrimination terms of its
subcontractors providing services under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by a duly authorized representative
thereof on_&day of N!E9 '�2017.
6C�'aP�t2.
T2 SYSTEMS, INC. City of Bozeman, MT
Per: ::��11�4 k1cr0-
Per:
Name: 71 V11 ELI 4 Name: Edwinl W. kttce
Title: E U Title: P � 044 %&. N�
Flex Software Subscription Addendum
THIS FLEX SOFTWARE SUBSCRIPTION ADDENDUM GOVERNS THE PROVISION AND USE OF THE FLEX
SOLUTION AND SERVICES PURCHASED BY THE CITY OF BOZEMAN, MT("CUSTOMER") FROM T2 SYSTEMS,
INC.('72 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).
(1) "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.
(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).
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(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 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.
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(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 the term of the Agreement, 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 Software to perform within thirty(30) days after Customer discovers the error or errors.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 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 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.
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(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 10%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(not to include weekend and holiday 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
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)
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providing Internet devices and supported browsers, and (ii) Internet connections, at Customer's sole cost
and expense.
(c) Hours of Operation.Connectivity will be available seven(7)days per week,twenty-four(24) hours per
day, except that 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.
(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
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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 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
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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 expenses associated with the reengagement.
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 Section 7 by notice of non-
renewal given in accordance with Section 9(a), by termination as provided in Section 8(d) or upon 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
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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 as requested by the Customer 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 ten (10) 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 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.
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(b) Correction of Support Errors.T2 Systems' liability under Section 7 is limited as provided in this Section
11(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 thirty(30)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 Error notice.
(c) Correction of Hardware Errors.T2 Systems'liability under Section 4 is limited as provided in this Section
11(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 thirty(30)days after that detailed written notice has been given to T2 Systems by
Customer, Customer may, and its exclusive remedy shall be return the Hardware to T2 Systems for a full
refund of the purchase price of the hardware and a refund in the amount of 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.
(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.
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Executed this I(04" day of C)C-J7 F 2 _ 2017.
T2 Systems, Inc. CITY OF BOZEMAN, MT
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FLEX SOFTWARE SUBSCRIPTION-SERVICE LEVEL AGREEMENT
This Schedule is an attachment to the Flex Software Addendum("Addendum")between the City of Bozeman,MT and T2
Systems Inc. ("12")for Software identified in the Addendum.
SUPPORT SERVICES
Support Services is offered to customers utilizing T2 Flex Software.
Normal Business Hours
Normal business hours are Monday—Friday,8:00 AM—8:00 PM Eastern, excluding T2
Approved Holidays. The list of holidays is located in Solution #2936. Support for critical issues is available
24x7x365 via our emergency support process,as set forth below in Case Priority and Target Resolution.
Structure
Support Services is structured within Levels, Customer Care Team and Product Support. Cases will be
escalated as needed to Expert Teams within Product Support.
Additionally, depending on the business impact, some critical cases may have a management escalation,
where management will be made aware of the impact of the case and become involved as necessary. In the
event this happens,T2 will notify the case contact.
If the case is not part of a management escalation, and the case contact believes it should be,or wishes to
speak to a manager concerning the handling of the case,Support Services Managers below are available to
listen and engage.
Khuspal Liversidge Maggie Vercoe
Vice President,Product Support SVP,Customer Experience
778-375-6033 317-524-7480
KLiversidge@t2systems.com MVercoePt2systems.com
Case Priority and Target Resolution
Priority Business Impact Examples of Business Impact Resolution Target
(5) Non-time sensitive request; Future release upgrade; install Dependent upon
Equipment returned for repair Maintenance/Re request; Availability of
Request or replacement,or report. pair of hardware resolution, or external
Request for report,letters, Vendor/Repair Facility
queries,widgets,scripts
Report submission to library
(4) Hindrance to work and an Application installs 7 business days
Low acceptable work around is All non-production("Test")
available.
service/solution issues
Product information
questions/requests
Web site login requests Product
information/training Non critical
PARC's application
issue,i.e.Socket Server
(3) Interruption of work exists and Handheld issue;one or more units 5 business days
Medium work around is available. are not operable(not all units)
T2 Hosted Production
inconsistent connectivity
Processes not working as
expected, i.e. Report, Task,
Letter,Query
Request for RMA
Lane down in a multi-lane
PARC's facility
(2) Interruption to critical Production is slow Handheld 1 business day
High processes and no work issue (all units) Nonfunctioning
around is available.
Payment or
Credential method in a PARC's
facility
(1) Interruption to critical Production down/inoperable 4 hours
Critical business processes and no Critical issues are required 800-434-1501
work around available. to be phoned in to Support.
T2 Systems Last Updated 2016
Contacting Support
Initiating a Case via the T2 Hub
A case can be initiated by logging into the T2 Hub,navigating to the Cases tab and clicking the Create New
Case button.
Initiating a Case via Email
A case can be initiated by emailing support@t2systems.com
Initiating a Case via the phone
Cases can be initiated by phone by calling T2 Support Services at 800-434-1501.
All"Critical'cases must be submitted by calling and NOT entering
via the T2 Hub.
Changes in Case Priority
Support Services may deem it necessary to change the priority of a case.Changes,by way of example, may
include an upgrade to the priority of a case based on new knowledge of business impact or additional
degradation of service,or downgrade to the priority of a case based on actual business impact or additional
information about the case.
Supported Solutions
T2 supports only the current and most recent previous version of T2 software.T2 supports all hardware
that is prior to its announced end-of-support date.
Expectations of Customer
In an effort to provide timely customer service to all customers, T2 asks that the customer opening the case
be responsive to communications throughout the life of the case.If communication from the customer remains
delayed or the customer needs to postpone beyond the resolution targeted time period,T2 will close the case,
until timing is better for the customer and a new case can be reopened.
In hardware support scenarios involving customers who do not maintain a pool of hardware replacement
spares,or who do not retain technical staff(qualified and equipped to troubleshoot hardware failures—with
or without T2 remote support) ultimate resolution times will be extended. While T2 will support to identify
the appropriate actions required to resolve a hardware issue within the SLA targets, ultimate resolution of
Hardware issues will be dependent on availability of field service personnel (if needed), replacement parts
and/or the turnaround time of repair facilities.
T2 Systems Last Updated 12016
THE HOSTING ENVIRONMENT
Overview
This section applies exclusively to T2 Hosted customers. This document explains T2 IT platform, production
applications and data in a secured and managed hosting environment.T2 IT platform includes the hosting center
facility, network connectivity (e.g., switches, routers) and network security components within the facility, as
well as a suite of a la carte services.
T2 HOSTING PRODUCTION ENVIRONMENT
Uptime/Availability
T2 considers uptime a measurement of when the T2 hosted solutions are present and ready for use,
accessible in a usable form, or capable of responding to customer requests or processing and the customer
can use and access substantially all of the functions of the hosted services in accordance with their intended
use.
T2's targeted uptime is at least 99.0%of the time during each calendar month,calculated on the basis of seven
days per week and twenty-four hours per day.Excluded from the uptime calculations are maintenance windows
defined on the T2 Hub; a daily one hour after-hours reboot window and a weekly 2 hour after-hours
maintenance window as detailed below, and any other announced maintenance. In the event of a disaster of
sufficient impact to result in the invocation of the T2 Disaster Recovery plan,the uptime will be below this target
and T2 will instead measure uptime against meeting the 72 hour Recovery Time Objective(RTO).
Notifications for Upgrades, Outages,and Events
The T2 Hosting Environment has two types of planned downtime windows for different purposes:
Projects: Monday mornings at 12:01 AM until 2:00 AM Eastern. This is time T2 reserves for big projects
like upgrading storage, servers, or networking equipment. On average, T2 uses around one window a
month for ongoing equipment upgrades. During these windows, most or all of our systems are often up
and fully functional. However, as a matter of protection for our customers, we schedule any work that
has even a small potential for downtime during these windows.
Urgent Fixes:Every day from 5:00 AM until 6:00 AM Eastern.This is the time T2 reserves for urgent work
usually related to the repair of failing components or the implementation of critical security patches(like
critical/urgent Microsoft and
Cisco updates). On average,T2 uses about one of these a week, but the systems are rarely down for
the entire hour. Usually it is only minutes while technicians reboot servers to apply patches.
T2 Systems Last Updated 2016
Notifications for outages are limited to outages that occur outside of the normal maintenance windows setup
by the T2 IT operations team for the T2 hosting environment. Published regularly scheduled outage times are
available on the T2 Hub.
In the event that an outage occurs outside of the normal maintenance window,all efforts will be made to alert
customers of the T2 Hosting Environment 7 days prior to the outage. If no advanced notification is given, at
least 24 hours post the unscheduled outage,a message will be delivered to affected parties if the outage lasted
longer than
10 minutes.
Upgrades to the T2 hosted environment are regularly scheduled at least 7 days in advance to the upgrade.
T2 hosted customers are required to upgrade to the latest release of Flex(includes FlexPort and Flex)after
the release becomes generally available to T2 Customer.
Every effort is made to notify customers of an upgrade within this window. However, certain
emergency/critical situations arise where hotfixes or patch upgrades that are required to deliver significant
performance,stability,or security fixes may be applied at the discretion of the T2 IT operations manager.After
such an upgrade,customers that were affected will be contacted via email within 24 hours.
Backups and Disaster Recovery
Backups are handled using an industry standard enterprise backup system. Both Oracle data and application
data is protected through a three tiered approach that includes Disk to Disk Backup,Off-site replication to a
Disaster Recovery facility over 100 miles away, and tape out of data to an off-site storage facility.
Backups are performed on the T2 hosted system consistently,with a nightly full backup of the environment.
Replication to the external facility is also a consistent process.Weekly,tapes are offloaded to the secure off-
site storage facility.
T2's current backup design allows T2 to achieve a Recovery Point Objective(RPO) of 24 hours and a Recovery
Time Objective(RTO) of 72 hours.
System Security
T2 shall also maintain awareness of security vulnerabilities associated with systems and networks hosting
customer data and take the action reasonably necessary to apply such fixes and patches as may be released for
those systems. Routine patches must be applied within 60 days of release, and critical patches will be applied
within 30 days of release.
Customer Data
T2 maintains that customer data in the Hosting Environment belongs to the customer.
T2 Systems Last Updated 2016
T2 Solution Upgrades
T2 solutions are updated regularly. Releases contain substantial functionality changes, improvements, and/or
additions.
Upgrades to each generally available release will be performed on T2 hosting solutions—usually within 2 weeks
of the release. Customers utilize the hosting systems environment are expected to upgrade to these releases.
Customers will receive an upgrade notification that explains the scheduled downtime for the upgrade as well as
a date and time after-hours for the upgrade. Customers will have the ability to reschedule the upgrade as
necessary,as long as customers remain within a supported version of the T2 solution suite.
T2 STAGING/TEST HOSTING ENVIRONMENT OVERVIEW
Test and staging database(s)will be a point-in-time copy of a customer's database and will have the necessary
instances of the T2 solution required by the need of the test or staging objective.
The database will be maintained on a sever that is of T2's choosing and will most likely
not be the same hardware as used to host production databases.
T2 Staging/Test Hosting Environment Upgrades and Backup
The database will be refreshed upon customer request.Typically,these refreshes are moderately infrequent
(about 6 or less per year). Frequently Scheduled requests or automated requests are not available at this
time. Depending on the timing of the request, copying the production database to the test database may
require some additional downtime for the production database.
Test/Staging Databases will NOT be backed up(though they will be on resilient hardware). In the unlikely event
that a database is rendered unusable, it will be recreated from a production copy of the customer's database
(in lieu of restoration from a backup that would be used in the event a production database needed to be
restored).
T2 Staging/Test Hosting Environment Backup Uptime and Availability
Databases will not be available in the event of a disaster until normal operations resumes. Upon
resumption of normal operations after a disaster, databases will be recreated from a production copy of
the customer's database.
Though T2 will make reasonable efforts to keep databases available the vast majority of the time,databases will
not be subject to the normal Uptime and Availability for T2's production hosting systems and staging/test's
availability will not be used in the calculation of uptime/downtime.
T2 Systems Last Updated 12016
E9
DIGITAL IRIS Addendum
THIS DIGITAL IRIS ADDENDUM GOVERNS THE PROVISION AND USE OF THE DIGITAL IRIS SERVICES, WIRELESS DATA
SERVICES AND DIGITAL IRIS-RELATED SUPPORT SERVICES PURCHASED BY CITY OF BOZEMAN, MT ("CUSTOMER")
FROM T2 SYSTEMS CANADA INC. ("72C").
BY SIGNING THIS ADDENDUM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS ADDENDUM.
1. BACKGROUND. Customer and T2 Systems, Inc. have entered into a Master Customer Agreement. T2C is
an affiliate of T2 Systems, Inc.and is entitled to enter into this Addendum under the Agreement. This Addendum is
incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated
herein. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the
Addendum shall control.
2. DEFINITIONS. In this Addendum:
(a) "Activation Date" means the first date that each pay station unit is enabled by T2C to connect to
the Addendum Services.
(b) "Addendum"means this Digital Iris Addendum,including all Sales Quotes.
(c) "Addendum Services" means the Digital Iris Services, Wireless Data Services, Support Services
and/or any additional services provided under this Addendum.
(d) "Agreement" means the Master Customer Agreement.
(e) "72 System" means, in respect of the Digital Iris Services, the entire physical operation(s), located
at the T2C facilities designated by T2C from time to time to host the Digital Iris Services, including
all networks and servers, hardware and software utilized in the provision of the Digital Iris Services
located behind the Point of Access.
(f) "Effective Date" means the date on which Customer first accepts this Addendum.
(g) "Digital Iris Services" means the Digital Iris services subscribed to by Customer as set out in the
Sales Quote(s).
(h) "Fees" means the fees for the Addendum Services as set out in the Quote(s), and any other
amounts payable under this Addendum,as calculated from the Activation Date.
(i) "Non-Conformity" means the failure of the Digital Iris Services software to perform according to
the Documentation.
(j) "Point of Access" means T2C's border router(s) which is (are) used to establish connectivity from
the T2 System to T2C's Internet service provider and the public Internet.
(k) "Sales Quote(s)" means the sales quote forms executed by Customer from time to time setting
out the details of the Addendum Services subscribed to by Customer, including applicable fees,
which upon execution by Customer will be incorporated by reference into and form an integral part
of this Addendum.
(1) "Support Services" means Digital Iris technical support services purchased by Customer, as
described in the pay station warranty description,as amended from time to time.
(m) "System Availability Period" means, in respect of the Digital Iris Services, twenty-four (24) hours
per day,seven(7)days per week excluding the System Maintenance Period.
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(n) "System Maintenance Period" means, in respect of the Digital Iris Services, scheduled
maintenance periods during which Digital Iris Services access will not be available to Customer due
to required system maintenance, upgrades,and other hosting requirements for the T2 System.
(o) "Wireless Data Services" means the third party wireless data services, if any, purchased by
Customer from T2C for the purpose of enabling communications between the T2 System and
Customer's parking pay stations.
All other terms defined in this Addendum shall have the meanings ascribed thereto. Capitalized terms
used in this Addendum that are not otherwise defined in this Addendum have the meaning set forth in
the Agreement.
3. TERM. This Addendum shall commence on the Effective Date and remain in full force and effect until
terminated in accordance with its terms.
4. DIGITAL IRIS SERVICES.
(a) Subject to the terms of this Addendum, T2C will supply the Digital Iris Services subscribed to by
Customer, and Customer is granted a limited, non-exclusive, non-transferable right to access and
use Digital Iris Services software, solely as necessary for Customer's use of the Digital Iris Services
for its internal business purposes.
(b) T2C will provide Customer with one(1) administration account(login and password)to access the
Digital Iris Services on the T2 System.
(c) T2C will provide the Digital Iris Services in accordance with the following standards:
(i) T2C is classified under the PCI Security Standards as a Level 1 Service Provider. The
Digital Iris Services will remain in compliance with current PCI security standards at all
times;
(ii) T2C will be responsible for delivery of access to the Digital Iris Services on the T2 System
only up to and including the Point of Access, and is not responsible for any failure due to
Customer's telecommunications connections, facilities (including internal local area
networks(LAN))or local infrastructure;
(iii) T2C will use all reasonable efforts to ensure the Digital Iris Services will be available
during the System Availability Period;
(iv) T2C will endeavor to provide Customer with at least 7 days' prior electronic notice of
any scheduled System Maintenance Period;
(v) T2C shall have the right to implement updates and upgrades to any software used in
providing the Digital Iris Services, in its sole discretion, provided such update or upgrade
does not degrade the performance or functionality of the Digital Iris Services or T2
System;
(vi) T2C will respond to incidents that have been reported by Customer within the response
times set out in the T2 Support Services description;and
(vii) in the event of a T2 System failure, T2C will use commercially reasonable efforts to
complete data recovery requests using the most recent version of the backup data,
databases,applications and configuration pieces required to restore Customer data.
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5. RESTRICTIONS ON USE OF DIGITAL IRIS SERVICES.
(a) Customer shall use the Digital Iris Services only for the parking pay stations identified in the Sales
Quote(s), and only in accordance with the Documentation and any other instructions issued by T2C
from time to time. Failure to use the Addendum Services in accordance with instructions provided
by T2C may result in failure of all or any part of the Addendum Services, and/or accidental loss of
data or data integrity. If Customer does not understand the requirements for the proper use of the
Digital Iris Services,Customer must contact T2C for additional information.
(b) Customer may make copies of the Documentation solely for its own internal purposes in
conjunction with its use of the Digital Iris Services. Copyright and other proprietary rights in the
Documentation shall remain vested in T2C. Customer may not remove any title, trademark,
copyright and/or restricted rights or proprietary notices or labels from, or otherwise modify the
Documentation, and all copies of the Documentation must include all such notices and labels.
(c) Customer shall restrict access to the Digital Iris Services to its employees or contractors, solely as
required for its internal business purposes. Without limiting the generality of the foregoing,
Customer may not sell, rent, loan or otherwise grant any rights in or to the Digital Iris Services, or
permit any other party to do so.
(d) Customer agrees not to:
(i) introduce any kind of malware, including but not limited to viruses, worms, Trojan
horses or other harmful code that may damage the operation of the Digital Iris Services
or the T2 System;
(ii) use the Digital Iris Services in any manner which could damage, disable, overburden or
impair any part of the T2 System, or interfere with any other customer's ability to use
the Digital Iris Services or the T2 System;
(iii) attempt to gain access to other customers' accounts through any manner of hacking or
password mining or other means;
(iv) attempt to embed the Digital Iris Services within another website;
(v) attempt to use such methods as SQL Injection, Cross Site Scripting, Remote File
Inclusion, Cross Site Request Forgery and any other methods not authorised by T2C to
gain access to the T2 System or the Digital Iris Services;
(vi) attempt a Denial of Service(DOS)attack of any kind;
(vii) use the Digital Iris Services or the T2 System to transmit SPAM, junk email or other
unsolicited email of any kind;or
(viii) in connection with the Addendum Services, engage in conduct that would constitute a
criminal or quasi-criminal offence, that could give rise to civil liability, intellectual
property rights infringement, or privacy rights violations, or that would otherwise
violate any applicable local, provincial, state, federal or international law, or accepted
Internet protocol.
6. WIRELESS DATA SERVICES.
(a) If purchased by Customer, T2C will provide the Wireless Data Services, supplied by T2C's
underlying third party wireless data services carrier, to Customer. Customer acknowledges and
agrees that(i) Customer has no contractual relationship with the third party wireless data services
carrier, (ii) Customer is not a third party beneficiary of any agreement between T2C and the
carrier, and (iii)that the wireless data services carrier shall have no liability of any kind whatsoever
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to Customer, or any party deriving rights through Customer, whether for breach of contract,
warranty, negligence, strict liability,tort,or otherwise.
(b) Customer shall use the Wireless Data Services only in connection with the Digital Iris Services and
parking pay stations identified in the Sales Quote(s).
(c) Customer agrees that it will at all times comply with and abide by all terms and conditions
established by T2C from time to time for the use of and access to the Wireless Data Services, and
acknowledges that the Wireless Data Services may be restricted or cancelled by T2C or the
underlying data services carrier if there is a reasonable suspicion of abuse or fraudulent use of the
services.
(d) Customer may not resell the Wireless Data Services to any other person.
(e) Customer has no property right in any wireless number assigned to it in connection with the
Wireless Data Services, and understands that such number can be changed.
(f) Customer will provide T2C with prompt notice of any suspected abuse or fraudulent use of the
Wireless Data Services of which it becomes aware.
7. SUPPORT SERVICES. T2C will provide the Support Services in accordance with the Digital Iris technical
services description, as amended from time to time. Support Services are limited to those set out in the services
description, and expressly exclude any additional services required to correct any Non-Conformities resulting from
the causes described in Subsection 10(b). Any additional technical support may be agreed by T2C on a case-by-
case basis, and shall be charged on a time and materials basis at T2C's then-standard rates therefor.
8. FEES AND PAYMENT.
(a) Customer agrees to pay to T2C the Fees plus all applicable taxes in accordance with this section.
(b) The initial invoice will be issued on or about the Activation Date and the first month's Fees will be
prorated to reflect such date. Except as otherwise set out in the Sales Quote(s), T2C will issue
monthly invoices for Fees thirty (30) days in advance of each month of the calendar year.
Payment terms are net thirty (30) days from the date of invoice and payable to T2C as set out in
the invoice.
9. CUSTOMER LIABILITY.
(a) Customer shall be solely responsible for, and shall hold T2C, its third party suppliers, and their
respective Representatives harmless from any loss,damage or liability arising in connection with:
(i) Customer's inputs, selection and use of the Addendum Services, and all data, reports,
statements and other content transmitted, posted, received or created on the T2
System through Customer's account, even if transmitted, posted, received or created by
a third party;Customer's or its Representative's misuse,failure to use, or inability to use
the Addendum Services, the Wireless Data Services, or any other data services required
for the use of the Digital Iris Services, including any abuse, fraudulent use or
unauthorized access thereto; and
(ii) Any breach by Customer and/or its Representatives of any of the terms and conditions
of this Addendum.
10. LIMITED WARRANTY.
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(a) Subject to the disclaimers and limitations in the Agreement, T2C warrants to Customer that, for
the duration of this Addendum, the Digital Iris Services will substantially conform to the
specifications set out in the Documentation, as revised by T2C from time to time.
(b) The foregoing warranty shall not apply to Non-Conformities that result from any cause beyond the
reasonable control of T2C including, but not limited to:
(i) Customer's failure to:
(A) prepare and maintain a technical environment that meets the specifications
provided by T2C from time to time,
(B) provide necessary communications mechanisms (including connections to pay
station units)as specified by T2C from time to time,or
(C) maintain pay station units in good repair in accordance with T2C's
recommendations and requirements for operation, maintenance and repair;
(ii) the use of the Digital Iris Services in combination with apparatus, systems, products or
services where such combination was not provided, proposed, recommended or
approved by T2C,or contemplated in the Documentation;
(iii) unauthorized modifications or repairs to any equipment supplied by T2C (including pay
station units)by Customer or any person not approved by T2C;or
(iv) failures relating to Customer's computing environment including, without limitation,
electrical failure, Internet connection problems, communications problems, or data or
data input, output, integrity, storage, back-up, and other external and/or infrastructure
problems, which, as between Customer and T2C, shall be deemed to be under
Customer's exclusive control and sole responsibility.
(c) T2C shall have no responsibility and provides no representations or warranties with respect to any
third party hardware, software or services, not supplied by T2C in connection with this Addendum
or otherwise.
(d) If Customer notifies T2C in writing of a breach of the foregoing limited warranty, T2C shall, at its
cost and expense, promptly, diligently and in good faith continue to completion, using
commercially reasonable efforts accounting for the circumstances, the correction or bypassing, in
T2C's reasonable discretion, of the Non-conformity within the period required under the Support
Services or such other period as may be mutually agreed by both parties depending on the nature
and severity of the Non-conformity.
11. 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.
(b) Either party may terminate this Addendum if the other party breaches any of its representations
or warranties, or any other 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.
(d) In addition, Customer may, upon written notice to T2C terminate (i) the Wireless Data Services
and/or(ii)any of the individual Digital Iris Services, if T2C breaches any of its obligations in respect
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of the terminated Addendum Services and fails to cure such breach within 30 days after receipt of
a written request from Customer to do so.
(e) Without limiting any other remedies available under this Addendum or the Agreement, at law or
in equity, in the event of the termination of this Addendum or any of the Addendum Services for
any reason:
(i) Subject to T2C's right to set-off any amounts owing by Customer to T2C pursuant to (ii),
above, T2C will refund to Customer any Fees which have been prepaid by Customer for
any unused portion of the terminated Addendum Services;
(ii) Customer may request T2C to provide a copy of all of Customer's data in a CSV file
format at T2C's standard fee therefor,as established by T2C from time to time;and
(iii) T2C may destroy, in its sole discretion, Customer's data remaining on the T2C System
after either:
(A) receiving confirmation that Customer has a copy of any remaining data;
(B) providing Customer with a copy of any remaining data pursuant to Subsection
11(e)(v);or
(C) 60 days after the expiration or termination of this Addendum;and
(iv) Sections 5, 8, 9, 10, and 11(e) shall survive the expiration or termination of this
Addendum until such time as the parties may agree to the release of the obligations contained
therein.
12. ENTIRE AGREEMENT. This Addendum (including the Sales Quote(s)) and the Agreement comprise the
entire understanding and agreement between parties regarding the Addendum Services and supersedes all prior
written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other
communications between the parties regarding the Addendum Services.
T2 SYSTEMS CANADA INC. CITY OF BOZEMAN, MT
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Collection Services Addendum
THIS COLLECTION SERVICES ADDENDUM GOVERNS THE PROVISION AND USE OF COLLECTION SERVICES
PURCHASED BY THE CITY OF BOZEMAN, MT("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")(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 set
forth in 3(c). If Customer refers an Account to CCS,which becomes a Referred Account, Customer may continue to
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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. PAYMENTTERMS
(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 and Quote applicable
to such Referred Account] (30% on all monies collected with respect to a Referred Account (regardless of
whether collected by CCS,Customer or others).]
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 dt due amounts from Customer based upon the 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.
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(b) ments 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 dt due amounts from Customer based upon the 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 29th day of September 2017.
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Citation Collection Servic S, LLC City of Bozeman
Per: Per: 16 c-1
Name: Name: Ec4.:N (�(2• i
Title: E V P Title:
EXHIBIT A PAGE A-I
Pay Station Addendum
THIS PAY STATION ADDENDUM GOVERNS THE PROVISION OF PAYSTATIONS PURCHASED BY CITY OF BOZEMAN, MT
("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 within 30 days 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, provided shipment of all Hardware shall be completed within 30 days of the scheduled
shipment date in the Quote. 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.The Hardware shall be entirely at T2C's risk until final acceptance by Customer in conformance with Section
6. T2C 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
authorizes T2C to file a copy of this Addendum as a financing statement.
6. ACCEPTANCE OF HARDWARE.Customer shall inspector 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 shipment,
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unless written notice is received by T2C before such day; or, (b) the date when the Hardware is used or otherwise
placed in commercial operation.
7. WARRANTY AND SOLE REMEDY. Subject to the disclaimers and limitations in the Agreement: T2C warrants that
title to the Hardware sold shall be free from any encumbrance, and that the Hardware will conform to the Product
Warranty set forth in the Pay Station Addendum — Product Warranty Schedule. T2C's sole responsibility and liability
and Customer's exclusive remedy under this Addendum and the Agreement shall be limited as set forth in the Pay
Station Addendum — Product Warranty Schedule, provided Customer is not in default hereunder. T2C's obligation
hereunder is subject to receipt of written notice of defect (containing detailed particulars of the alleged defect) from
Customer prior to the time of deemed acceptance specified in Section 6.
8. RETURNS. Returned Hardware may be accepted within thirty(30)days of receipt by Customer only if T2C has given
prior written consent. Such consent shall not be withheld if Hardware is returned due to T2C's breach of the warranty
in Section 7. A charge for handling, inspection, restocking and invoicing of up to 25%of the sale price of the returned
Hardware shall be assessed against the Customer,except that no restocking fee shall apply if Hardware is returned due
to T2C's breach of the warranty in Section 7. All returns allowed must be shipped at Customer's expense and must be
in excellent resale condition, except that T2C will be responsible for the shipping fees for Hardware returned due to
T2C's breach of the warranty in Section 7. Hardware ordered according to custom specifications may not be returned.
T2C will repair or replace faulty individual component parts under warranty at no charge to Customer, provided
Customer returns faulty parts to T2C within thirty (30) days of Customer's receipt of repaired or replacement parts.
Customer will be responsible for all repair or replacement costs where faulty parts are not returned to T2C within the
applicable timeframe.
9. DEFAULT. Customer shall be in default under this Addendum if any of the following occurs: (a)Customer refuses
to accept shipment or fails to make any payment when due; (b) Customer dies, ceases to exist, becomes insolvent or
the subject of bankruptcy, insolvency, or liquidation proceedings; (c) Customer attempts to assign its rights and
obligations under this Addendum without the prior written consent of T2C;(d)any representation,warranty,condition,
or certification of Customer or any information provided by Customer in or pursuant to this Addendum is false in any
material respect when made.
10. REMEDIES UPON DEFAULT. In the event of Customer's default: (a) T2C may, at its option, (i) take immediate
possession of the Hardware and remove same without notice and without legal proceedings, and/or (ii) suspend
shipments to Customer; (b) Waiver by T2C of any breach or default shall not constitute a waiver of any subsequent
breach or default;(c)T2C shall be entitled to set off any amount owed by Customer or any of Customer's related entities
against any amount payable by T2C in connection with any unpaid monies due to Customer; (d) T2C at its discretion
and option shall be entitled to retain all money paid by Customer on account as liquidated damages;and, (e) T2C shall
have all the rights and remedies provided by law in addition to all other rights as established herein, which rights and
remedies shall be cumulative.
11. CANCELLATION.Upon receipt of written notice from Customer,T2C shall cancel any orders as instructed.Customer
shall be responsible for all costs associated with the cancellation.
12. ENTIRE AGREEMENT. This Addendum and the Agreement comprise the entire understanding and agreement
between the parties regarding the Hardware and supersedes all prior written and oral agreements, purchase orders,
representation, understanding, promises, description or other communications between the parties regarding the
Hardware.
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Executed this 29`h day of September 2017.
T2 SYSTEMS CAN A IN CITY OF BOZEM7ANT
�
Per: ; Per: '
Name: h, (h u Z Name: Ed uN �Xeece
Title: V �' Title:
119
Third-Party Resale Addendum
THIS THIRD-PARTY RESALE ADDENDUM GOVERNS THE PROVISION AND USE OF PRODUCTS AND
ADDENDUM SERVICES PURCHASED BY THE CITY OF BOZEMAN, MT ("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 and 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
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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 B.
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 29'day of September 2017.
T2 SYSTEMS, INP. City of Bozeman,
Per: Per:
Name: I rh c+ ;nn Name: ftaa. pQ. t�cccc
Title: C V ►P Title:
-3-
APPENDIX A
PRODUCTS&SERVICES
Please refer to the quote/proposal.
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APPENDIX B
SCOPE OF WORK AND APPLICABLE TERMS
T2 Systems, Inc.("T2") hereby requests and Portable Computer Systems, Inc.dba PCS Mobile
("Subcontractor")agrees to provide the Services listed in this Statement of Work.This Statement of
Work is dated effective September 29`h and is delivered pursuant to the Reseller Agreement dated
September 29`h(the"Agreement") by and between T2 and the Subcontractor.This Statement of Work
shall be incorporated by reference in the Agreement and become a part of the Agreement upon execution
by both parties. Capitalized terms used herein shall have the meanings ascribed to them in the
Agreement. In the event of any conflict between the terms and conditions of this Statement of Work and
the Agreement,the Agreement shall control.
CUSTOMER INFORMATION
Customer Name:City of Bozeman, MT
Contact Name: Ed Meece
Contact Phone, Email:406-582-3903;emeece@bozeman.net
Location of Work: Bozeman, MT
SERVICES DESCRIPTION
1.Services Objectives
PCS will provide the following services:
• Installation of two (2) 2-camera AutoVu Mobile License Plate(LPR)systems with wheel imaging
capabilities
• Installation of six (6) fixed LPR cameras at the Bridger Garage for parking enforcement. These
cameras will cover each of two entrance and two exit lanes to the street. Also, the basement
level will be monitored by two cameras and managed as a separate permit zone.
• Extended warranty for each system.
• User and administrative training.
• Integration services to connect LPR with T2 Systems Flex and Pay Stations.
• Back end software setup required for Genetec Hosted Server (AMS)
• Annual Support Services per Mobile Assurance Summit service levels
2. Services Scope
Project Management: PCS Mobile will provide professional project management and staff during project
deployment.
Mobile LPR Installation:
• PCS will install the mobile AutoVu system in accordance with manufacturers recommended
installation guidelines. When specifics for installation are not available from manufacturer, PCS
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will employ best practices for installation.
• The Control unit will be mounted within the Customer's vehicles. The unit will require
approximately 15"x20" of mounting space.
• PCS Mobile will not be responsible for relocating equipment to make space available.
• Cameras will be mounted in one of three configurations unless specified on the quote.
• Network interface cable will be routed from the trunk along acceptable routes into the passenger
compartment and then under trim along the passenger side of the vehicle to get to the Mobile
Data Computer at the front of the vehicle.
• All wiring/cabling will be routed through grommets when necessary and/or will be dressed
appropriately when exposed. All electrical connections will be made using solder and heat shrink
when applicable.
• Power wiring will be routed according to best practices to a power distribution unit (PDU) either
in the trunk or console. If connections are not available at the PDU or console, power wiring will
be connected at the battery for 12V constant and ground and at the ignition harness for ignition
sense.
Fixed LPR Installation:
• PCS will install the fixed LPR system in accordance with manufacturers recommended installation
guidelines. When specifics for installation are not available from manufacturer, PCS will employ
best practices for installation.
• PCS Mobile will mount cameras and applicable camera mounts to the parking structure. All
conduit and POE+network cabling will need to be installed by others. PCS Mobile will help in this
installation with required specifications site survey for camera locations.
• PCS Mobile will not be responsible for relocating equipment to make space available.
• Cameras will be mounted to the parking structure wall, column, ceiling, or beam unless specified
on the quote. PCS Mobile will not provide poles or other mounting surfaces.
Installation diagrams and specifics will be provided to the Customer during the closeout phase.
Training will be provided upon completion of installation hardware and of the back end Security Center
software.
Annual Support Services:
Below is a breakdown of each level of support available to our customers.
Annual Duration with Renewals
Help Desk: We answer all calls when available. - Customers can leave message that multiple
support people can pick up.
We accept emails to support@pcsmobile.com.
Response commitment (assuming business days). Contact before noon; response by end of day.
Contact after noon;contact by noon next day.
We always provide diagnostics to determine source of problem.
In addition to diagnostics,we address unlimited concerns and questions for 30 days after install.
After 30 days:Service hours available at hourly rate, block of hours or fixed-fee proposal.
After 30 days:A continuation of unlimited hours of service.
This provides a predictable annual expense for the Customer.
Workmanship warranty in 1st year.
If manufacture repair is required,we work with manufacturer's Support Desk to acquire RMA.
We track RMA's for the Customer.Shipping costs, if any,are still covered by Customer.
We provide up to four(4) hours of configuration changes regardless of complexity.
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We install software and firmware updates from the Manufacturers including Genetec and
Computing and wireless suppliers. We make sure the system works after update, including
integrations, plug-ins on the server, updates on the cameras and the patroller vehicle.
If the updates require it,we provide training on changes.
Customer is granted access to the PCS Mobile Service Portal.
Trouble tickets can be initiated and tracked in the portal.
We provide monthly reports of your service tickets and quarterly review upon request.
Services Approach
PCS utilizes a project deployment process that breaks the entire process into 4 phases: Planning,
Mobilizing, Deployment, and Close Out.
Planning: Work with the Town on logistics and responsibilities of the project.
Mobilizing: Prepare necessary personnel and equipment for deployment.
Deployment: Work performed according to SOW.
Close out: Reconciliation of equipment, invoicing, punch lists and acceptance.
PCS expects the installations to be completed within eight(8)weeks of initial deployment,start date to be
determined. Schedule is based on full availability of vehicle during installation.
PCS typically utilizes one Video/LPR Engineer to install and configure the back end software and provide
user and administrative training after the installations. The installation plan anticipates use of one (1)
Field Installation Technician to complete installation and testing of mobile and fixed equipment and
software.
3. Assumptions and Requirements
PCS assumes the following conditions for completion of the SOW:
• Due to the nature of electronic equipment installations, PCS Mobile assumes that the
customer will provide up to 2 garage bays for the installation.
• PCS Mobile assumes that customer will have fleet or mechanic personnel available for
questions arising from aftermarket equipment installations.
• PCS Mobile assumes that customer will have a representative available for vehicle
acceptance upon the completion of each install.
• PCS Mobile assumes that customer will provide access to an internal IT representative for
data connection support.
• The Customer needs to ensure proper amount of mounting space is available in each vehicle.
If proper space is not available, PCS will work with the agency to relocate any equipment and
will charge a base rate of$75.00 per hour for this service with a minimum of 2 hours plus
applicable travel and expenses.
4. Deliverables
The following items will be delivered at completion of the SOW:
• Installation of two(2)total Mobile AutoVu License Plate recognition systems.
• Installation of six(6)fixed LPR camera system at one(1)garage
• Installation of Security Center/AutoVu software on Hosted Server configured per Customer's
requirements and tested per acceptance requirements.
• Training for users and administrators.
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Closeout Binder including completed acceptance forms, pre-installation checklists, work orders,quality
control checklists, record installation diagrams, manufacturer's warranty, recommended maintenance
and operation instructions.
PCS Mobile's goal in developing curriculum for the Customer is to help ensure that PEO staff obtains the
skills and competencies required to successfully deploy, operate and manage an effective LPR program.
• Training will be designed in consultation with T2 Systems and the Customer to ensure necessary
knowledge to deliver an effective program.
• Training will be designed specifically for the parking solution being deployed.
• Training will consist of specialized instruction for mobile camera operations as well as the AutoVu
Patroller and Security Center software.
5. Timeframe
PCS Mobile will work as a team with T2 Systems and the Customer to comply with your process schedule.
The schedule following the testing and acceptance phase will follow the direction determined during initial
discussions with the Customer and the Project Kick-Off Meeting. Below is a draft outline of the overall
project schedule. This schedule is subject to change per direction and preference by the Customer during
initial project meetings.
• Executed Contract(Notice to Proceed) TBD
(Adjusted per extension of proposal due date)
• Project Kick Off Meeting Two Weeks ARO
• Begin Delivery of Product delivered to site 6—8 Weeks ARO
• Begin on-site implementation 8 Weeks ARO
• Mobile installation and testing completed
—assuming access to all vehicles 7 Weeks ARO
• Complete installation and testing of Security Center server 8 Weeks ARO
• Complete training on LPR System 8 Weeks ARO
• Delivery of Close-out material 10 Weeks ARO
6. Service Fees
7. Technician Level
Staff Assigned to Level Hourly Billing Rate
Field Service Representative I $65/hour$65
Field Service Representative II $75/hour$75
Field Service Representative 1111 $90/hour$90
Video/LPR Specialist $150/hour$125
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8. Insurance
[Describe minimum insurance requirements as mandated by the customer]
mobility solved
, .
Mobile Assurance®for Genetec AutoVu LPR...
A national leader in voice, video and data mobility, PCS Mobile has traditionally offered services
and service contracts. We offer two levels of Genetec AutoVu LPR support—"Mobile Assurance
Basecamp" and "Mobile Assurance Summit." Below is a breakdown of each level of support avail-
able to our customers.
mobile assurance mobile assurance
Basecamp Summit
Cost Included w/purchase Based on Deployment Size
of AutoVu Systems
Duration Life of Deployment Renewable Annual Contracts
Help Desk:We answer all calls when available.Customers can • •
leave message that multiple support people can pick up.
We accept emails to support@pcsmobile.com.
Response commitment(assuming business days). Within 4 hrs Contact before noon—that day
Call after noon—by noon next day
We always provide diagnostics to determine source of problem. 19 0
In addition to diagnostics,we address unlimited concerns • •
and questions for 30 days after install.
After 30 days:Service hours available at hourly rate,block of 0
hours or fixed-fee proposal. If installed by PCS Mobile
After 30 days:A continuation of unlimited hours of service. •
This provides a predictable annual expense for the Customer.
Workmanship warranty in 1st year. 40
If manufacture repair is required,we work with manufacturer's •
Support Desk to acquire RMA.
We track RMA's for the Customer.Shipping costs,if any,are still •
covered by Customer.
We provide up to four(4)hours of configuration changes •
regardless of complexity.
We install software and firmware updates from the Manufacturers
including Genetec and computing and wireless suppliers.We make
sure the system works after update,including integrations,plug-ins
on the server,updates on the cameras and the patroller vehicle.
If the updates require it,we provide training on changes.
Customer is granted access to the PCS Mobile Service Portal. •
Trouble tickets can be initiated and tracked in the portal.
We provide monthly reports of your service tickets and •
quarterly review upon request.
Line items services available on project or hourly basis.
On-site services including removal and/or replacement • •
of RMA equipment.
Preventative Maintenance.
Mobile Academy training services.
v pcs mobile 1200 W. Mississippi Ave. • Denver,CO 80223 •888-836-7841
Mobile Assurance' rE""
T2 Systems Canada Inc.
4321 Still Creek Drive Suite 330 SALES QUOTE
Burnaby British Columbia V5C 6S7 EDatee
QTESTD0000008793
9/11/2017
Phone (888)687-6822 1
Fax (604)687-4329IN MAIN
US Tax ID# 98-0603996 GST# 86910 7094 RT0001 QUOTE
Bill To: Sell To: Ship To:
City of Bozeman City of Bozeman City of Bozeman
PO Box 1230 PO Box 1230 615 S. 16th Ave.
Bozeman MT 59771 Bozeman MT 59771 Bozeman MT 59771
United States United States United States
Laurae Clark Laurae Clark Ed Meece
(406)582-2326 (406)582-2326 (406)582-2903
Iclark@bozeman.net Iclark@bozeman.net emeece@bozeman.net
81-6001238 81-6001238
Purchase Order No. Customer ID External Doc# =LShliping Method Pa ment Terms I Reg Ship Date Master No.
3630 IGROUND 1 n30 0/0/0000 1 52,947
End User Salespersons Lauren Santillano
Freight Terms FOB-VEND-PP Ship Advice Complete IRIS Profile Contract Date
Item Number Description Quantity UOM Disc% Unit Price Disc Price Ext.Price
900.0036 LUKEII-602B 3 Ea 40 $11,186.00 $6,711.60 $20,134.80
38K-120V-xxCx-x-P
38-Key Keypad
120 Volt AC
Credit Card Reader
2 inch Thermal Printer
ETHERNET COMMUNICATION
100.1112 DPT BOSS Suite-C 1 Ea 40 $200.00 $120.00 $120.00
100.1108 Digital Iris Profile Set-Up 1 Ea 40 $1,000.00 $600.00 $600.00
880.4084 USB Data Key-C 1 Ea 40 $65.00 $39.00 $39.00
880.4030 Lock-Maintenance-1-2 3 Ea 0 $0.00 $0.00 $0.00
*Create new key code
880.4036 Lock-Collections-1_2 3 Ea 0 $0.00 $0.00 $0.00
*Match to maintenance keycode
450.0018 Key-Green Ex.Access-S/ULR/L2 2 Ea 40 $30.00 $18.00 $36.00
450.0019 Key-Yellow Ex.Access-S/ULR/L2 1 Ea 40 $30.00 $18.00 $18.00
100.0055 One Day Training with Travel 1 Ea 0 $2,500.00 $2,500.00 $2,500.00
663.0027 Paper 2in-For High Moisture 3 Ea 0 $26.00 $26.00 $78.00
22970 Extended Standard Warranty 3.00 Each 0 $1,100.00 $1,100.00 $3,300.00
Total of two years of warranty coverage
*** 1 EA 0 $0.00 $0.00 $0.00
State/Provincial tax to be added upon customer card creation unless client is
tax exempt.
Customer information form must be completed and returned prior to placing order.
(Form provided separately)
*** 1 EA 0 $0.00 $0.00 $0.00
Iris monthly service quote provided separately. Order will not be accepted
without signed Iris quote being returned to T2.
T2 Systems Canada Inc. Quote 00008793
Date 9/11/2017
4321 Still Creek Drive Suite 330 OT /2017
Burnaby British Columbia V5C 6S7 Page 2
Bill To: Ship To:
City of Bozeman City of Bozeman
PO Box 1230 615 S. 16th Ave.
Bozeman MT 59771 Bozeman MT 59771
United States United States
Purchase Order No. Customer ID salesperson ID Shipping Method Pa ment Terms Reg Ship Date I Master No.
3630 IGROUND 1 n30 0/0/0000 1152,947
Quantity Item Number Description UOM Discount Unit Price Ext.Price
1 EA 0 $0.00 $0.00 $0.00
Installation Training and Shipping not included in quote.
Please review all details on this quote,including ship to address, EIN number,
and key code.If you would like to proceed with placing this order,please
submit a matching signed quote to fax 604.687.4329.
Authorized S-ignature: Subtotal $26 825.80
Trade Discount $0.00
r•
MT STATE TAX$0.00 Freight
Tax $0.00
Thank you for your business! USD I Total 1 $26,825.80
Terms and Conditions of Sale are available at http://www.t2systems.com/terms.
Please note that if sales taxes are not charged,if applicable,taxes should be self-assessed and remitted to the appropriate tax authorities.
T2 Systems Canada Inc. IRIS QUOTE
4321 Still Creek Drive Suite 330
Burnaby British Columbia V5C 6S7 Quote I QTESTD0000008794
Date 9/11/2017
Phone (888)687-6822 Page 1
Fax (604)687-4329 IN Location MAIN
US Tax ID# 98-0603996 GST# 86910 7094 RT0001 Type QUOTE
Bill To: Sell To: Ship To:
City of Bozeman City of Bozeman City of Bozeman
PO Box 1230 PO Box 1230 PO Box 1230
Bozeman MT 59771 Bozeman MT 59771 Bozeman MT 59771
United States United States United States
Laurae Clark Laurae Clark Laurae Clark
(406)582-2326 (406)582-2326 (406)582-2326
Iclark@bozeman.net Iclark@bozeman.net Iclark@bozeman.net
81-6001238
Purchase Order No. Customer ID External Doc# Shi in Method Pa ment Terms Reg Ship Date Master No.
3630 IGROUND 1 n30 0/0/0000 1 52,948
End Use Salespersons Katrina Franchuk Angie Lorette
Freight Terms N/A Ship Advice Complete IRIS Profile T6D-new customer Contract Date
Item Number Description Quantity UOM Disc% Unit Price Disc Price Ext.Price
100.7101 Digital Iris Core(Month) 3 EA 0 $50.00 $50.00 $150.00
100.7530 Digital Iris/Flex Integration(Month) 3 Ea 0 $0.00 $0.00 $0.00
100.7750 Genetec LPR Enforcement Integration(Month) 3 Ea 0 $0.00 $0.00 $0.00
100.7201 Coupons(Month) 3 Ea 0 $5.00 $5.00 $15.00
100.7219 Extend-By-Phone**(Month) 3 Ea 0 $5.00 $5.00 $15.00
Extend-By-Phone is charged a specified rate per
month,per pay station,to enable the service.
Add-time transactions completed using the service
are charged an additional$0.25 each.
Expiry notifications are not charged.
100.7601 Digital Connect**(Month) 3 Ea 0 $20.00 $20.00 $60.00
Digital Connect wireless data plan is available in US only and includes up to
2,000 transactions per month,per pay station.Transactions in excess of 2,000
per calendar month are charged a rate of$0.02 per transaction.Transactions are
not pooled among units.
**UNLIMITED transactions package also available.
*** 1 EA 0 $0.00 $0.00 $0.00
For three new units on QTESTD00000008793
Authorized S' nature: Subtotal $240.00
Trade Discount $0.00
f'lwn
Fri h
MT STATE TAX$0.00
Tax $0.00
Thank you for your business! USD I Tot 1 $240.00
Terms and Conditions of Sale are available at http://www.t2systems.com/terms.
Please note that if sales taxes are not charged,if applicable,taxes should be self-assessed and remitted to the appropriate tax authorities.
Terms and Conditions for Digital Iris services are available at http: //www.t2systems.com/terms-conditions
Customer must accept the Digital Iris services Terms prior to shipment of units and commencement of services.