Loading...
HomeMy WebLinkAboutresolution.council.118-14 RESOLUTION# 118 (Series of 2014) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND CALE AMERICAN INC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for Pay Station and Parking Meter Rental, between the City of Aspen and Cale America Inc., a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for Pay Station and Meter Rentals, between the City of Aspen and Cale America Inc., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Co ncil of the ity of Aspen on the 22nd day of September, 2014. 4 Ste en Skadron, Mayor I, Linda Manning, duly appointed and acting City Clerk d certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, September 22, 2014. Linda Manning, ty Clerk PAY STATION RENTAL AGREEMENT This PAY STATION RENTAL AGREEMENT (this "Agreement") is entered into as of the Effective Date (as defined herein) by and between CALE AMERICA INC., a Delaware corporation having its principal place of business located at 13808 Monroes Business Park, Tampa, FL 33635 ("Cale"), and the City of Aspen, having its principal place of business located at 130 S. Galena Street, Aspen, CO 81611 (the "Operator"). Background A. Cale is engaged in the business of rental, leasing, selling and servicing multi-space parking meter pay stations ("Pay Stations"), and providing related services and supplies for those Pay Stations. B. The Operator desires to rent Pay Stations from Cale, and to engage Cale to provide services and/or supplies for such Pay Stations, on the terms and conditions set forth in this Agreement. Terms and Conditions For the reasons described above, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, Cale and the Operator hereby agree as follows: 1. Pay Station Orders. The Operator may order Pay Stations from Cale from time to time during the term of this Agreement by delivering a Pay Station Order in the form attached hereto as Exhibit A (a"Pay Station Order"). 2. Rental of Pay Stations. If the Operator delivers a Pay Station Order selecting the Rental Package, Cale shall rent to the Operator the Pay Stations specified on the Pay Station Order (the "Rented Pay Stations"), for the term specified in the Pay Station Order and at prices set forth on Exhibit A. 3. Delivery, Installation and Configuration of Pay Stations. Cale shall deliver the Pay Stations ordered by the Operator to the location(s) specified by the Operator, and shall install the Pay Stations on prepared ground with the configuration described on Exhibit B. Cale shall not be responsible for any ground preparation, unless otherwise contracted for these services. Cale shall use commercially reasonable efforts to install all Pay Stations in a good and workmanlike manner and in compliance with industry standards. The Operator is solely responsible for determining and directing Cale to install the Pay Stations in locations that comply with any and all Operator, State and federal ordinances, statutes, laws regulations and encroachment requirements applicable to the installation of the Pay Stations within the public right-of-way. 4. Software License. Cale hereby grants to the Operator a non-transferable license to use the computer software and related materials embedded in the Pay Stations, or otherwise made available by Cale in conjunction with the use or maintenance of the Pay Stations, whether proprietary to Cale or a third party (the "Licensed_ Programs"), solely to the extent necessary to operate, maintain or repair the Pay Stations rented or purchased by the Operator pursuant to this Agreement. Cale (or Cale Systems, Inc., as applicable) shall remain the sole owner of all rights with respect to the Licensed Programs. The Operator agrees (a) not to reverse engineer, copy or distribute the Licensed Programs, (b) not to remove any copyright, trade secret or other proprietary protection legends or notices from the Licensed Programs, and (c)to notify Cale immediately of any unauthorized possession, use or knowledge of the Licensed Programs of which the Operator is aware. 5. Cale Web Office (CWO) Package. Cale's CWO Package is available and includes the services described on Exhibit A. The Operator may purchase the optional CWO Package with respect to any Pay Stations rented or purchased hereunder, for the price described on Exhibit A. 6. Receipt Paper, Optional Equipment and Spare Parts. The Operator may purchase receipt paper, and optional equipment and spare parts for the Pay Stations from Cale for the prices set forth on Exhibit A at any time during the rental term, subject in all respects to price changes permitted by Section 9 below. All spare parts shall be readily available from a Cale local warehouse. If the local warehouse is temporarily out of any spare part, the spare part shall be available within three (3) business days after request. Cale-certified or other compatible receipt paper must be utilized in the Purchased Pay Stations to secure the general warranty and any maintenance requirements of Cale with respect to the printer. 7. Training. Cale shall provide, at no additional cost, initial training at a location designated by the Operator to allow the Operator to develop expertise in the maintenance and repair of the Pay Stations and the use of CWO Package software (if applicable) including, but not limited to (a) parts installation, (b) maintenance, (c) troubleshooting repairs, (d) operations, (e) collections, (f) enforcement and (g)preventative maintenance. Cale shall provide a thorough outline of the training content and provide a training schedule for both software and hardware. Any additional training requests beyond the training offered above will be billed at rates outlined in Exhibit E attached hereto. 8. Manuals. Cale shall provide to the Operator electronic (PDF) copies of all operating manuals for the Pay Stations and any user manuals associated with the CWO Package (if applicable). Manuals are also available on the secure portion of Cale's website. 9. Payment Terms. The payment terms for the Pay Stations are described in Exhibit A. Cale shall provide the Operator with invoices each month showing the calculation of the amounts to which Cale is entitled for the preceding month. The Operator shall pay the amount of such invoices to Cale within thirty (30) days after the date of such invoice. Any delinquent payments hereunder shall bear interest at a rate equal to the lesser of (a) one and one-half percent (1'/2 %)per month or (b)the maximum lawful rate under Florida law. 10. Frei ht. In addition to any other amounts payable by the Operator hereunder, the Operator shall pay all freight charges for Pay Stations or parts delivered to the Operator hereunder. Cale shall charge its actual cost for freight and handling. 2 11. Sales Tax. In addition to any other amounts payable by the Operator hereunder, the Operator shall pay all sales, use, value-added and other similar taxes, however designated, which are levied or imposed by any state, county or other jurisdiction upon the Pay Stations or the Licensed Programs, or upon the services or payments hereunder (unless the Operator can establish to the reasonable satisfaction of Cale that it is exempt from any such taxes). 12. Cancellation Fees. If the Operator delivers and subsequently cancels a Pay Station Order, the Operator shall be responsible for any documented cancellation charges or restocking fees payable by Cale to the manufacturer of the Pay Station or other Cale vendor. 13. Ownership of Pay Stations. 13.1 Rented Pay Stations. All Rented Pay Stations provided by Cale to the Operator hereunder shall at all times remain the property of Cale. The Operator shall not remove any labels identifying the Rented Pay Stations as being owned by Cale, and will take all actions necessary and as reasonably requested by Cale to ensure that the Rented Pay Stations will not be subject to any liens in favor of the Operator or the Operator's creditors or landlord. The Operator shall provide Cale with such access to the Rented Pay Stations during normal business hours as Cale may request from time to time for purposes of inspecting the Rented Pay Stations. The Operator hereby authorizes Cale to file any statements, including UCC financing statements and continuation statements, to confirm Cale's ownership of the Rented Pay Stations in the public record. The Operator shall be responsible for all damage to the Rented Pay Stations prior to the buyout or return of the Rented Pay Stations to Cale. 13.2 Purchase Option. Operator will have the option to purchase the pay stations outright at the end of the rental period as described in Exhibit F. 14. Maintenance of Pay Stations. The Operator shall be responsible for maintaining the Pay Stations in accordance with the maintenance guidelines attached as Exhibit D (the "Maintenance Requirements"). During training, Cale shall certify one or more of the Operator's personnel to perform maintenance of the Pay Stations. The Operator shall not make any alterations, additions or improvements to the Pay Stations without the prior, written consent of Cale. 15. Return of Rented Pay Stations. In the event this Agreement is terminated for any reason prior to the expiration of the initial term, as described in Section 19.1 below, the Operator shall promptly return the Rented Pay Stations (to the extent not previously purchased by the Operator) to Cale in the same condition as received, ordinary wear and tear excepted. 16. Warranties by Cale. 16.1 General Parts Warranty. During the General Warranty Period (as defined below), Cale shall repair and/or replace, at no additional cost to the Operator, any part or modular component of the Pay Station determined to be defective in material or workmanship under normal use and service (the "General Warranty'). The 3 Operator shall cooperate with Cale in any effort to pursue a claim with the manufacturer of a defective part. The "General Warranty Period" for each Pay Station purchased or rented hereunder shall begin on the earlier of(a) twelve (12) months following_installation of the Pay Station or (b) thirteen (13) months following the date of delivery of the Pay Station to the Operator. The General Warranty for any replacement part will run concurrently and terminate with the remaining warranty period. 16.2 Software Warranty. Cale warrants that the Licensed Programs will conform to Cale's specifications in effect on the date of delivery to the Operator for the period specified in Cale's Parking Systems Price List. Cale shall make reasonable efforts to maintain the Licensed Programs and provide error corrections as necessary to so that the Licensed Programs conform to Cale's specifications, but Cale shall not be required to provide new features or new versions of the Licensed Programs. In no event shall Cale have any responsibility to correct any database errors or any errors or damage caused by or arising out of hardware defects (other than defects in the Rented Pay Stations) or input errors or resulting from changes to or modifications of the Licensed Programs made by the Operator or any other user. Cale warrants that it has full and complete authority to grant the Operator use of the Licensed Programs and Pay Stations pursuant to this Agreement. Cale shall defend, indemnify and hold the Operator, its elected officials, officers and employees free and harmless with respect to any and all claims and liabilities arising out of actual or alleged proprietary infringement as a result of Operator's proper use of the Licensed Programs, and/or rental, purchase or use of the Pay Stations. 16.3 Extended Warranty for Rented Pay Stations. The General Warranty Period for the Rented Pay Stations shall continue until the termination of the rental for each such Pay Station. 16.4 Optional Extended Warranty. At the end of the General Warranty period, all pay stations shall be eligible for enrollment in Cale's PartSmart parts exchange program for an agreed-upon, fixed monthly fee per meter based on parts useage history, transaction volumes, configuration, environment and market rates. 16.5 Limitations on Warranties. Notwithstanding anything to the contrary contained in this Section 16, (a) due to the nature of the General Warranty (i.e., Cale's provision of replacement parts for installation by the Operator), and the fact that Cale does not have a reasonable means of tracking the individual Pay Station from which any party requiring replacement was pulled, the Operator must elect either to have all of its Pay Stations covered by a warranty from Cale or none of its Pay Stations covered by such a warranty; (b) the General Warranty for the printer component of any Pay Station shall be limited to ninety (90) days if the Operator uses receipt paper that was 4 not purchased from Cale or, if purchased from a third party, is not compatible with the printer; (c) the warranty for the main battery used in the Pay Stations shall not extend for more than twelve (12) months following installation; (d) Cale shall not provide warranty coverage for damage due to accident, neglect, misuse, abuse or natural disasters:; (e) Cale's General Warranty does not include the cost of Cale's labor; (f) Cale's warranty shall-be-voided by (i) use of non-Cale replacement parts, (ii) unauthorized additions to the Pay Stations, (iii) unauthorized alterations to the Pay Stations, (iv) service to the Pay Stations performed by personnel who are not certified by Cale to perform such service, or (v) failure to maintain the Pay Stations in accordance with the Maintenance Requirements. 16.6 Disclaimer of Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 16, CALE MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE PAY STATIONS OR THE LICENSED PROGRAMS. CALE'S SOLE RESPONSIBILITY AND LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE, AT CALE'S OPTION, A DEFECTIVE PRODUCT. 16.7 Wireless Data Transmission Matters Pertaining to the CWO Service. THE OPERATOR HAS NO CONTRACTUAL RELATIONSHIP WITH CALE'S WIRELESS SERVICE CARRIER(S) AND THE OPERATOR IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CALE AND ITS CARRIER(S). THE OPERATOR UNDERSTANDS AND AGREES THAT THE CALE'S CARRIER(S) HAS NO LIABILITY OF ANY KIND TO THE OPERATOR, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THE OPERATOR HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. THE OPERATOR UNDERSTANDS THAT CALE AND ITS CARRIER(S) CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE OPERATOR MAY NOT RESELL THE WIRELESS SERVICE TO ANY OTHER PARTY. 5 17. Insurance. 17.1 General Liability Insurance. Throughout the term of this Agreement, each of Cale and the Operator shall maintain a policy of general comprehensive public liability and property damage insurance with a limit of not less than $1,000,000 for each occurrence and a general aggregate limit (if any) of not less than $3,000,000. Each party shall be named as an additional insured and loss payee under the policy of the other. 17.2 Worker's Compensation Insurance. Throughout the term of this Agreement, each of Cale and the Operator shall maintain worker's compensation insurance as required by all applicable laws. 17.3 Property Insurance. Throughout the term of this Agreement, the Operator shall maintain property insurance to insure the Rented Pay Stations while under the Operator's care, custody or control, in an amount at least equal to the replacement value of the Rented Pay Stations. 17.4 Evidence of Insurance. At any time during the term of this Agreement, either party shall furnish to the other, upon request, satisfactory evidence that such party is in compliance with the requirements of this Section 17. 17.5 Self-Insurance. Either party may fulfill its obligations under Sections 17.1 and 17.3 through an established program of self-insurance (for claims in amounts of $100,000 or less) and an umbrella policy that meets the minimums set forth above with a deductible of not more than $100,000 per occurrence and $300,000 annually. 18. Indemnification. 18.1 To the extent allowed by law, the Operator shall indemnify Cale and its officers, directors, employees and agents, and their respective successors and assigns, from, against and in respect of, any liability, loss, cost, damage, expense or payment, including reasonable attorneys' fees and expenses, incurred or suffered by such person with respect to any and all claims, controversies, legal actions and proceedings brought by or on behalf of any third party arising out of or in any way related to the Operator's negligent use or maintenance of the Pay Stations, or Operator's use or maintenance of the Pay Stations in a manner prohibited by this Agreement (except to the extent caused by the defective design or installation of the Pay Stations, or the negligence or willful misconduct of Cale or its employees, agents or independent contractors). 18.2 Cale shall defend, indemnify and hold harmless the Operator and its officers, directors, employees and agents, and their respective successors and assigns, from, against and in respect of, any liability, loss, cost, damage, expense or 6 payment, including reasonable attorneys' fees and expenses, incurred or suffered by such person with respect to any and all claims, controversies, legal actions and proceedings brought by or on behalf of any third party arising out of or in any way related to the defective design or installation of the Pay Stations, or the negligence or willful misconduct of Cale or its employees, agents or independent contractors in connection with the performance of this Agreement. 18.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, (1) IN NO EVENT SHALL CALE BE LIABLE TO THE OPERATOR OR ANY THIRD PARTY FOR ANY ENVIRONMENTAL, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DELAY DAMAGES, LOST OPPORTUNITY DAMAGES, LOST DATA OR LOST PROFITS) IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING OR THE OPERATOR'S USE OF THE PAY STATIONS OR THE LICENSED PROGRAMS, and (2) IN NO EVENT SHALL CALE'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR EXPENSES ARISING UNDER THIS AGREEMENT OR WITH RESPECT TO ANY PAY STATIONS OR LICENSED PROGRAMS FURNISHED HEREUNDER EXCEED THE LESSER OF THE AGGREGATE AMOUNTS PAID TO CALE BY THE OPERATOR HEREUNDER, OR ONE MILLION DOLLARS ($1,000,000). THIS SECTION 18.3 SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE FOR WHICH CALE IS REQUIRED TO INDEMNIFY THE OPERATOR PURSUANT TO SECTION 18.2 ABOVE. 18.4 The provisions of this Section 18 shall survive the expiration or termination of this Agreement for any reason. 19. Term and Termination. 19.1 The initial rental term of this Agreement shall begin on or about December 1, 2014 and shall continue for thirteen (13) months from the Installation Date, unless terminated earlier pursuant to this Section 19. The Operator shall have the right to extend the rental term of this Agreement on a month-to-month basis by providing Cale with written notice of its desire to extend the term (a "Renewal Notice") at least thirty (30) days prior to the expiration of the initial term or the then current extended term. The provisions of this Agreement shall apply during any extended term, including increases in rental prices hereunder as described in Exhibit A. 19.2 Either party her may terminate this Agreement by written notice to the other if the other party breaches or is in default of any material obligation hereunder and has not cured such default or breach within thirty (30) days after receipt of notice of a default or breach specifying the nature of such default or breach in reasonable detail. Notwithstanding the foregoing, (i) in the event of a payment default, the non-defaulting party can terminate five (5) days after providing notice of the 7 same, and (ii) where a breach is not capable of being cured within thirty (30) days, but such breach is capable of being cured in ninety (90) days or less, the non-defaulting party shall not have the right to terminate this Agreement for so long as the defaulting party is using all reasonable means to cure such default expeditiously and actually succeeds in curing such default within ninety (90) days of receipt of the default notice. In the event of default by Cale, at Operator's option and in addition to terminating this Agreement, Cale shall promptly remove all Pay Stations and refund any unearned sums prepaid by the Operator, and shall restore Operator's property to its former condition, in compliance with all applicable statutes, codes and regulations 19.3 Either party hereto may immediately terminate this Agreement by written notice to the other if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs with respect to a party, such party shall immediately notify the other party of its occurrence. 19.4 Cale may immediately terminate this Agreement by written notice to the Operator if any attachment, levy or execution is threatened or levied upon or against the. Rented Pay Stations. 19.5 The termination of this Agreement for any reason shall not affect (a) the right of either party to receive amounts to which such party is entitled pursuant to this Agreement or (b) the right of either party to seek damages from the other party with respect to the events giving rise to the termination of this Agreement. 19.6 In the event that this Agreement is terminated by Cale in accordance with the provisions of this Section 19, Cale may, at its option, exercise any one or more of the following remedies: (a) declare all remaining payments due from the Operator hereunder to be immediately due and payable; (b) require the Operator to immediately return the Rented Pay Stations; (c) enter upon the premises where the Rented Pay Stations are located and take immediate possession of the Rented Pay Stations; (d) sell or lease the Rented Pay Stations without relieving the Operator of its obligations hereunder (but using the sale or lease proceeds from the repossessed Pay Stations to offset any amounts owing by the Operator to Cale); or (e) exercise any one or more additional remedies available under applicable law. If Cale lawfully takes possession of any Pay Stations pursuant to this Section 19.6, the Operator shall pay Cale one hundred dollars ($100) for each such Pay Station as the cost of de-installing such Pay Station, together with the cost of any freight charges incurred by Cale, not to exceed $150 per Pay Station (or, if higher, Cale's actual costs). 19.7 Notwithstanding anything in this Agreement to the contrary, Operator may terminate this Agreement in the event it suffers an unforeseeable, financial 8 shortfall such that continued payments hereunder would cause the Operator to incur serious financial hardship as determined by Operator's Operator Council. In such event, Cale shall be paid a prorated amount otherwise due and owning for the balance of the current calendar year or fiscal year, whichever is longer, as well as all costs of Pay Station removal as set forth in Section 19.6 above. 20. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by any event beyond the reasonable control of such party (including any delay or failure caused by the unavailability of the internet or wireless data transmission, or other failure or delay related to wireless access); provided, however, that if such party is unable to perform its obligations under this Agreement for a period of seven (7) consecutive days, such failure shall, for purposes of Section 19 of this Agreement, be treated as a breach by such party that is incapable of cure. 21. Confidentiality. Cale and the Operator recognize and acknowledge that all records and documents provided by either of them to the other in connection with the performance of this Agreement and not generally known to the public ("Confidential Information"), constitute valuable, special, and unique and proprietary assets of the party providing such information. Cale and the Operator each agree that, except as otherwise required by applicable law, they shall keep such Confidential Information private and hold such Confidential Information in strictest confidence, and shall require its directors, officers, employees, representatives and advisors to keep such Confidential Information private and hold such Confidential Information in strictest confidence. Upon the termination of this Agreement for any reason, Cale and the Operator shall return to each other any Confidential Information of the other party that is capable of return. The provisions of this Section 21 shall survive the termination of this Agreement for any reason. Nothing herein is intended to contravene Colorado Open Records Act (CORA), C.R.S. 24-72-100.1 et seq. Notwithstanding anything to the contrary contained herein, in the event that the City discloses any Confidential Information to a person in accordance with Colorado Open Records Act (CORA), C.R.S. 24-72-100.1 et seq., the City shall promptly inform AudienceView of the details of such disclosure, including, where possible, the name of both the organization and the individual to whom such Confidential Information was disclosed. 22. Intellectual Property Rights. The Operator acknowledges and agrees that any and all trademarks, trade names, copyrights and other intellectual property rights embedded or used in connection with the Rented Pay Stations or the Licensed Programs are and shall remain the sole property of Cale (or Cale Systems, Inc., as applicable). The Operator shall not remove or alter any trademarks, trade names or brand names on the Rented Pay Stations furnished to the Operator hereunder. 23. Right of First Refusal. If at any time following the Operator's purchase or full ownership of the Rented Pay Stations, the Operator seeks to sell or otherwise dispose of any Pay Stations (or other Cale parking meters) in its possession, it shall promptly notify Cale. Cale shall have the right and option to purchase any such Pay Stations from the Operator (a) upon the same price and terms as a bonafide third party buyer was willing to pay for the same (as documented in a writing from such proposed purchaser) or (b) if the 9 Operator was planning to dispose of the Pay Stations in any other manner, for an amount of money closely approximating the benefit that the Operator would have received by disposing of the Pay Stations through some means other than a third-party sale. The provisions of this Section 23 shall survive the termination of this Agreement. 24. General Provisions. 24.1 Choice of Law. The laws of the State of Florida (without giving effect to its conflict of law principles) shall govern all matters arising out of or relating to this Agreement and all of the transactions contemplated hereby, including, without limitation, the validity, interpretation, construction, performance and enforcement of this Agreement. 24.2 Designation of Forum. Any party to this Agreement bringing a legal action or proceeding against any other party arising out of or relating to this Agreement or the transactions contemplated hereby shall bring the legal action or proceeding in either the United States District Court for the District of Colorado or in the Pitkin County District Court of the State of Colorado sitting in Aspen, Colorado (the "Designated Courts"). Each party consents to the exclusive jurisdiction of the Designated Courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtained in the Designated Courts or any other appropriate forum. 24.3 Waiver of Right to Contest Jurisdiction. Each party to this Agreement waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to a Designated Court as the proper venue for any legal action or proceeding arising out of or relating to this Agreement, and (b) any claim that any action or proceeding brought in a Designated Court has been brought in an inconvenient forum. 24.4 Notice. Any notice, demand or other communication to a party to this Agreement that is permitted or required hereunder shall be given in writing, and shall be deemed to have been duly delivered (a) when delivered by personal delivery, (b) three (3) days after being deposited with the United States Postal Service for mailing by first class mail, postage prepaid, certified mail, with return receipt requested (regardless of whether the return receipt is subsequently received), or (c) one business day after being deposited with a nationally recognized courier service for overnight delivery; and in each case addressed by the sender to Cale at the address first listed above, to the Operator at the address listed on the signature page to this Agreement, or to such other address as a party may notify the other party in writing in conformity with the provisions of this Section. 24.5 Further Action. Each party hereto agrees to take all further action, and to execute, acknowledge, and deliver any other documents, which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 10 24.6 No Agency. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant between the parties. 24.7 Amendment. The parties may not amend this Agreement orally. The parties may amend this Agreement only by a written agreement signed by all of the parties to this Agreement. 24.8 No Waiver. No waiver of any provision of this Agreement, and no consent to any departure by any party from the terms and conditions of this Agreement, shall be effective unless such waiver or consent is given in writing by the party against whom such waiver or consent is sought to be enforced (in which the case the waiver or consent shall be effective only in the specific instance, and only for the specific purpose, for which it was given). No failure or delay by a party in exercising any right or remedy, or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right or remedy of such party hereunder, or limit or prevent the subsequent enforcement of any provision of this Agreement by such party. 24.9 Integration. This Agreement, together with the Exhibits attached hereto, constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties' agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement other than those expressly stated in this Agreement. 24.10 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force, if the essential terms and conditions and conditions of this Agreement for each party remain valid, binding and enforceable. 24.11 Assignment. The Operator may not assign any of its right or obligations hereunder, or sublease the Rented Pay Stations, without the prior written consent of Cale. Cale may assign its rights, title and interests under this Agreement, and may grant or assign a security interest in this Agreement or the Rented Pay Stations, and the Operator's rights hereunder shall be subordinated thereto. 24.12 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the successors and permitted assignees of the parties. This 11 Agreement shall continue to be binding upon the Operator notwithstanding any sale of the Operator or the business or assets of the Operator. 24.13 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all or which, collectively, constitute only one agreement. The signatures of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other form of electronic transmission shall be as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. This Agreement shall be effective when each party to this Agreement has delivered an executed counterpart signature page to each other party (the "Effective Date"). 24.14 Exhibits. References herein to "Exhibits" are to the exhibits attached to this Agreement. The Exhibits attached to this Agreement are an integral part of this Agreement and are incorporated herein by this reference. 24.15 Number and Gender. Except where the context requires otherwise, any reference in this Agreement to the singular includes the plural, and any reference in this Agreement to the masculine gender includes the feminine and neuter gender. 24.16 Descriptive Headings. The titles and captions preceding the text of the sections of this Agreement are inserted solely for convenient reference and neither constitute a part of this Agreement nor affect its meaning, interpretation, or effect. 24.17 Authority. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the entity and that this Agreement is binding upon the entity. The Operator represents and warrants that, as of the Effective Date, sufficient funds have been appropriated, budgeted and are otherwise available to permit the Operator to make the payments due hereunder. 24.18 Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any duty under this Agreement shall fall upon Saturday, Sunday or any public or legal holiday, whether federal or of the State of Florida or Texas, the party having such privilege or duty shall have until 5:00 p.m. on the next succeeding regular business day to exercise such privilege or to discharge such duty. 24.19 Attorneys Fees. The prevailing party in any action brought for breach or to enforce any provision of this Agreement, shall be entitled to recover its reasonable attorneys fees and costs. [Signatures Follow on Next Page] 12 IN WITNESS WHEREOF, Cale and the Operator have executed this PAY STATION RENTAL AGREEMENT on the dates set forth below. CALE AMERICA INC. CITY OF ASPEN B Y CJ� z Print Name: kenp'CA � /`C 7L o �s Title: Title of Authorized Of icer r i s t-a' Date: ci -I d - Ad t<i Date Type of Entity Mailing Address: City of Aspen Parking Department 130 S Galena Street Aspen, CO 81611 13 PAY STATION PROVIDER AGREEMENT Exhibit A: Pay Station Order Exhibit B: Configuration Exhibit C: Options and Other Services Exhibit D: Maintenance Requirements Exhibit E: Training Exhibit F: Purchase Option 14 Exhibit A PAY STATION ORDER Item Quantity Unit Price Monthly Total Term Rental Term per Month LUonths Total Cale CWT Pay Stations 81 T $90 $7,290 13 $94,770 (Rental Dec 2014—Dec 2015) Cale WebOffice Basic_ 81 $59 $4,779 _ 13 $62,127 Total $149 $12,069 13 $156,897 Item Quantity Unit Price Total Custom Paint Color 66 $495 $32,670 Installation 81 $250 $20,250 Shipping 81 $135 $10,935 Total $63,855 Extension of Rental Period Should the initial rental period be extended as allowed in Section 19.1 herein, the meter rental fee shall be increased to $199 per meter, per month. Exhibit B CONFIGURATION Exhibit B—Configuration(MOW) Customer : City of Aspen Account: New CWO Name (if applicable) : Aspen Date: 09104114 Est. Installation Date: 11/01/14 Name of person who filled out or provided the info to fill out this form:Jeff CONTACT, BILLING, AND SHIPPING INFORMATION *If the contact has already been entered,just fill in the name. Primary Contact: *Other Contact: Tim Ware Blake Fitch Parking Director Operations Manager 970-920-5267 970-429-1760 office 970-948-6707 970-427-1862 cell tim.ware ci ofas en.com blake.fitch @cityofaspen.com *Financial Information and * Technical questions: Credit Card Setup: (Not normally the bank contact) Alice Hackney Tim Ware Controller Same as above 970-920-5044 office 970-920-5197 fax Alice.hackne ci ofas en.com *Open invoice questions: * Shipping questions: Debbi Kirkwood Tim Ware Programs Manager Same as above 970-429-1769 office 970-274-4801 cell debbi.kirkwood @cityofaspen.com ADDRESS&SHIPPING NOTES • City has temp warehouse for meter staging; Lift gate and forklift needed for delivery. Initial Purchase Billing Address: On-going Billing Address: Address: City of Aspen City of Aspen Parking Address: 130 S. Galena Street 130 S. Galena Street City: Aspen Aspen State: CO CO Zip: 81611 81611 Phone#: 970-920-5079 970-429-1769 Fax#: 970-920-7473 970-920-7473 Email Add: rebecca.hodgson @cityofaspen.com Shipping Address (For regular Address for meter delivery ®Lift gate required Address: deliveries such as paper and parts) ❑Loading Dock Address: City of Aspen Parking ❑Fork lift available. City: 540 E Main Street Same as Shipping Address Receiving Days: State: Aspen Zip: CO Receiving Hours: Attn: 81611 Tim Ware Invoice Delivery 1. What would you like to show up on our back-office? (CWO name) Aspen ®Email ❑Mail 2. When are you estimating installing?Nov 1, 2014 ❑Fax 3. Are you planning on installing in ® existing concrete or ❑ pouring a new Tax Information concrete slab? Is the customer a reseller? 4. If using a 20 Watt solar panel, would you like the panel orientated ❑ ❑Yes-Provide Resale Certificate forward, or ❑ backward ®No 5. If using a light bar, what time would you like the light bar to come on is the Customer Tax Exempt? and off ®Yes-Provide Tax Exemption Documents 6. What is the rate of your meters? $ per (hour, day, flat, other) ❑No (example $1.00/hr) Notes: stepped rates—see attached schedule 7. What is the max amount of time that can be purchased? 4 hours (example 4 hour max) 8. What type of Rate structure will these meter provide? ❑ Standard Linear(Every coin adds time) (ex: $.05= 3 minutes) ® Incremental (Time sold in blocks) (ex: only can purchase 1 hour at a time) ❑ Flat rate (Single rate for defined time) (ex: $5=12 hours) ❑ Button Select/Scrolling Tariff(Allows mixing rate types) (ex: tariff 1=$1.00/hr, tariff2= $5 flat) 9. Will the meter accept payment ❑ 24/7 or ® time based? If time based: Normal start time:4am End time:5-pm Days:M-Sat see schedule) If time based: What would you like to display to read during off times? ❑No Parking ❑ Free Parking ® Other No Payment Required If time based: Will the meters feature Prepay? ❑Yes ❑No If Yes Prepay: Pre pay start time:4am ; What will the display read? ❑No Payment required, Enforcement begins at . Prepay allowed, or ❑Normal Welcome screen 10. What coins will the meter accept? ❑ No Coins; ®$0.05 ®$0.10 ®$0.25 ®$1.00 ®Token Token Vaiue:$1.00 only 11. What type of credit cards will the meter accept? ®Visa ®MasterCard ®American Express ®Discover Other: 12. Will there be a minimum purchase for any payment type? Coin $0.50 Card $0.50 Contactless Cards $ 13. Will the Credit Card minimum display automatically when card is swiped? ❑Yes ®No 14. What will the Welcome screen buttons display? ® Button I (Help/Info): 970-920-5267 +meter ID ® Button 2 (Language):Spanish ❑ Button 3: ❑ Button 4: 15. What would you like each situational display to read? Help/Info Button Screen For questions or help, call 970-920-5267 + show meter ID Welcome Screen Welcome to Aspen+rates, hours of enforcement Final Screen Take Ticket and Display Face Up on Dashboard 16. What are the Debit button values going to be? Left:$-15 Min Center Left:$+15 Min Center Right:$+ 1 Hour Right:$Max 17. What would like to print on top of the ticket? See attached example (example: Welcome to Cale) 18. Are you interested in Custom paper(100 roll minimum) ®Yes ❑No If Yes; Please check off which options you would like included in your custom paper order ❑ Custom Perforated or ® Custom Non-Perforated ❑ Pre-printed numbers on front ❑Pre-printed numbers on both sides ❑ Custom Text on back only ® Custom Text on both sides, including logo yes 19. Upon 60 seconds of no activity do you want the meter to ® Cancel transaction (recommended) or ❑ Issue a ticket 20. Optional ticket features: • Will the meter print a ticket automatically when ❑ max is reached, or ❑ max is exceeded? • Will the meter have an optional ticket feature? ❑Yes ❑No 21. Will your meter display multiple languages? ®Yes ❑No If yes; which will be included ®Spanish❑German ❑French Notes — as of 09/04/2014 • Pay and Display; will upgrade to Pay by Plate later on. Julian Date must be on receipt. • 66 Downtown Meters will be custom color—blue (Aspen will send sample to match current Parkeon meter color approved by Aspen historic commission); 15 Residential Meters will be black/grey. • Manual locks on doors and vaults (3 different keys)—all 81 meters keyed alike • City of Aspen will provide a sample roll of custom tickets and ticket layout. • Will use existing concrete bases from Parkeon meters—may need adapter plate; Aspen will send bolt pattern for Parkeons and we will provide bolt pattern and compare. • No light bars • 15 residential machines that are flat rate - $8 day pass - M-F, 8am-5pm; prepay at 4am (see attached meter details spreadsheet) Mon-Saturday enforced 10am-6pm Sunday and City Holidays Free 0 66 downtown units with stepped rates: $2.00 for 1 st Hour, $5.00 for 2nd Hour, $9.00 for 3rd Hour, $14.00 for 4th Hour(4 hour max). Prepay at 4am. Mon-Saturday enforced l Dam-6pm Sunday and City Holidays Free; $1.00 tokens accepted in downtown meters only. • Rates will likely change in Jan 2015 • Meter free on Sat during off-season (end of Apr—end of Nov—see attached meter details spreadsheet) • Aspen will have its own private mag-strip card for online accounts with number series TBD. Need to provide card options and recommend randomization of card number series to prevent fraud. METER SETUP — HOLIDAYS Are meters in a normal operational mode on holidays: ❑Yes ❑No (Normally YES for 24/7 operations) Holiday-display (if"NO" checked_above, fill out the following section.) ❑ Normal "Meter off" display (see above) ® Generic holiday display (DATE)V xoLllaAY E) ❑ - Other Line 1: Line NO PAYMENT REQUIRED Line 4: Check off holidays observed: ® New Year's Day(January 1st) ® New Year observed Friday if it falls on Saturday ® New Year observed Monday if it falls on Sunday ® Martin Luther King Jr. Day(3rd Mon in Jan) ® President's Day(3rd Mon in Feb) ® Memorial Day(Last Mon in May) ® Independence Day(July 4th) ® July 4th observed Friday if it falls on Saturday ® July 4th observed Monday if it falls on Sunday ® Labor Day(1st Mon in Sep) ® Columbus/Indigenous People's Day(2nd Mon in Oct) ® Veterans Day(Nov 11) ® Veterans observed Friday if it falls on Saturday ® Veterans observed Monday if it falls on Sunday ® Thanksgiving Day(4th Thu in Nov) ❑ Thanksgiving Day After(4th Fri in Nov) ® Christmas Day(December 25th) ® Christmas observed Friday if Christmas falls on Saturday ® Christmas observed Monday if Christmas falls on Sunday ❑ Other ❑ Other ❑ Other ❑ Other ❑ Other HOLIDAY/ANNUAL CALENDAR NOTES • See holiday list on attached meter details spreadsheet. GRAPHIC INFORMATION Section A: Main Graphical Area ❑ Use current graphics (on file) ® LOGO: (Please Provide a high resolution sample) ❑ Instead of a logo, please use the following heading: ❑ TITLE (Please pay here): ❑ RATE ($$/hr): ❑ TERM (2hr max): ❑ ENFORCEMENT HOURS: ❑ COINS/CARDS ACCEPTED: ❑ HOURS OF OPERATION: ❑ RESTRICTIONS: ❑ DISCLAIMER: ❑ OTHER INFORMATION: Section B: Optional Graphical Area ❑ Use current graphics (on file) ❑ DISCLAIMER: ❑PHONE NUMBER: ❑ EMAIL: ❑ METER ID: ❑ OTHER INFORMATION: Value Button Setup Left/Top:MAX Center: $1.00 Right/Bottom:$0.25 Or Left/Top:MAX Center: 1 HR Right/Bottom:15 Min ❑ Use Dollar Value labels ❑ Use Time Value Labels ❑ Not Used (Auto ticket) ❑ Other: Left: Center: Right: Misc Graphical information ❑ Where ticket displayed? ®On Dashboard: ❑ Passenger Side ❑ Middle ❑ Driver Side ❑ Anywhere ❑ Language Button ❑ Custom (Customer to design their own placard.) Must be supplied to Cale at least 2 weeks before installation date to install in meters. GRAPHIC NOTES ❑Check here if you would like us to contact you regarding other graphic options • Use Header insert to display "Welcome to Aspen" along with"Pay for Parking Here" and "See Display for Rates and Hours of Enforcement" • Use Area B (bottom, left) for instructional overlay for Pay& Display; PayByPhone decal may be added to keypad area. i 'un' O t a f raw R 4 M t hi s5 � ��titer r 4F 1 h W, 3 d Meter Name Notes: • See attached list of meter IDs GORE METER EPROM PROGRAMMING Downtown Core Meter Numbers 3966-0000 3978-0000 4124-0000 4300-0000 4313-0000 3966-0000 3979-0000 4125-0000 4301-0000 4314-0000 3967-0000 3980-0000 4126-0000 430Z 0000 4316�}I} 39W0000 3981-0000 41270000 4303-0000 4316 o 3969-t�OO 3982.0000 4i26-0000 4304-OON 4317'4000 397040000 3983-0000 4292-0000 4305-0000 4318-0000 3971-MOO 3964-0000 4298-0066 ! 4306-0000 4319 3972-0000 3985-0000 4294 70000 4307^0000 432 0 11 3973-0000 3988-0000 4295-0000 4308-1000 - 1 3-67+-6666 3987-0000 4296-0006 43W,0000 4 66-0002 3975-00001 $988-0001► 429i4'000 4310-0000 4455»CIOb3 3976^0 00 0989-WOO 4290- 00 4311-t 1fl4 397-+1-00{10 3990-0000 4299-06-66' ', 4"99-00160 4312-0000 Hour Of Meter Operation Mon. Thru Fri. 4:00 AM to 6:00 PM Saturday 4:00 AM to 6:0012M Except for Saturdays As I-sted Below Sunday No Payment Required For Sundays Year Round Rate Card Information Payment days Monday to Saturday Payment Hours 10:00 a -6.00 pm These Saturdays Should Not Accept Payment 2012 2013 2014 2015 14-Apr 6-Apr 2 11-Apr 21-Apr 13-Apr 3_May 18-Apr 28-Apr 20-Apr 1#3--day 25-Apr 5-May 27-Apr 17 7 Nray 2-May 12-May 4-May 24- fl 9-May 19-May 11-May 31� lay 16-May 26-May 18-May X108 23-May 2-Jun 25-May 8 a" _ 30-May 8-Sep 1-Jun "C ,.. 6-Jun 15-Sep 7-Sep 2OP 12-Sep 22-Sep 14-Sep 70 n ' 19-Sep 29-Sep 21-Sep r 26-Sep 6-Oct 28-Sep "I1-00d 3-Oct 13-Oct 5-Oct 18-Oct 10-Oct 20-Oct 12-Oct 25-Oct 17-Oct 27-Oct 19-Oct 1-Nov 24-Oct 3-Nov 26-Oct 8-Nov 31-Oct 10-Nov 2-Nov 15-Nov 7-Nov 17-Nov 9-Nov 22-Nov 14-Nov 24-Nov 16-Nov 29-Nov 21-Nov 23-Nov 28-Nov 30-Nov U.S. Holidays That Should Not Accept Payment 2012 2013 2914 2015 1 - New Years Day Jan. 1st Jan. 1st Jart, 1St Jan. 1st 2 - Martin Luther King Jan. 16th Jan. 21st Jan.20th Jan. 19th 3- President's Day Feb. 20th Feb. 18th Feb. 17th Feb. 16th 4 - Memorial Day May 28th May 27th May 26th May 25th 5- Independence July 4th July 4th July 4th July 3rd &4th Da 6- Labor Day Sept. 3rd Sept. 2nd S"t. Ist Sept. 7th 7 -Columbus Day Oct. 8th Oct. 14th Oct. 13th Oct. 12th 8 -Veterans Day Nov. 11th&12th Nov. 11th Nov, 1'1tth Nov. 11th 9-Thanksgiving Day Nov. 22nd Nov. 28th Nov. 27th Nov. 26th 10-Christmas Day Dec. 25 Dec. 25th Dec.25th Dec.25th Parking Rates Listed By Year Year 2012 2013 2014 2015 Hour 1 $2.00 $2.00 $2,0{3 $2.50 Hour 2 $2.50 $3.00 $ fl $3.00 Hour 3 $3.00 $3.00 $4.00 $4.00 Hour 4 $4.00 $4.00 $5.00 $5.00 Accepted Payment Methods U.S.C©[n TWten Gredit Gard Smart cars $1 t0 $1.00 V Yes An*x $010 Discover $0.05 Ot"rPirour nnii bgine 1 Ot3arrt, sc�opts porch n 4OOam 6' "d 59am sId Or rate the time to start at 10:00am for time purchased. RESIDENTIAL METER EPROM PROGRAMMING Residential Meter Numbers 4441-0400 4444-0000 4447-t?000 4450-0000 4453-0000 44424000 4445-0000 4448-0000 4451-0000 4464-0000 4443-0000 4446-0000 4449-0000 4452-0000 4455-0000 Hour Of Meter Operation Mon.Thru Fri. 4:00 AM to 6:00 PM Saturday No Payment Required For Saturdays Year Round Sunday No Payment Required For Sundays dear Round These Saturdays Should Not Accept Payment 2012 2013 201 2015 14-Apr 6-Apr 26-Apr 11-Apr 21-Apr 13-Apr 3-May 18-Apr 28-Apr 20-Apr 10-May 25-Apr 5-May 27-Apr 17-May 2-May 12-May 4-May 24-May 9-May 19-May 11-May 31-May 16-May 26-May 18-May 7-Jun 23-May 2-Jun 25-May 6-Sep 30-May 8-Sep 1-Jun 13MSep 6-Jun 15-Sep 7-Sep 20-Sep 12-Sep 22-Sep 14-Sep 27-Sap 19-Sep 29-Sep 21-Sep 4-0t 26-Sep 6-Oct 28-Sep 11�_Oct 3-Oct 13-Oct 5-Oct 18-(pct 10-Oct 20-Oct 12-Oct 25-Oct 17-Oct 27-Oct 19-Oct t-Nov 24-Oct 3-Nov 26-Oct 8-NtY 31-Oct 10-Nov 2-Novi 7-Nov 17-Nov 9-Nov 14-Nov 24-Nov 16-Nov - 21-Nov 23-Nov 28-Nov 30-Nov U.S. Holidays That Should Not Accept Payment 2012 2013 2014 2015 1 - New Years Day Jan. 1st Jan. 1st Jan. lst Jan. 1st 2 - Martin Luther King Jan. 16th Jan. 21st Jan.20th Jan. 19th 3 - President's Day Feb. 20th Feb. 18th Feb. 1--7th Feb. 16th 4 - Memorial Day May 28th May 27th May 26th May 25th 5 - Independence July 4th July 4th July 4th July 3rd &4th Da 6 - Labor Day Sept. 3rd Sept. 2nd Sept'1St Sept. 7th 7 -Columbus Day Oct. 8th Oct. 14th Oct. 13th Oct. 12th 8-Veterans Day Nov. 11th&12th Nov. 11th Nov. 11th Nov. 11th 9-Thanksgiving Day Nov. 22nd Nov. 28th Nov. 27th Nov. 26th 10-Christmas Day Dec. 25 Dec. 25th Dee. 25th Dec. 25th Parking Rates Listed By Year Year 2012 2013 2014 2015 Flat Rate $7.00 $8.00 $8.00 $8.00 Accepted Payment Methods U.S. Coins Token Credit Card Smart Card None None Visa Yes Master Card Amex Discover Exhibit C OPTIONS AND OTHER SERVICES Item Cost WayToPark Mobile Payments $0.25 per transaction External Motion-Activated Light Bars $400 per pay station Quarterly Preventative Maintenance $75 per pay station Patron Help Desk Services (6 days/wk) $895 per month Online Maintenance Tracking (App/Web based) $495/month+ $75/field tech Single-Space or Dual-Space Meter with Credit Card $495 per meter Acceptance (CWT MAX) Programming $95 per hour Graphic Design $95 per hour Field Service $125 per hour+travel expenses PartSmart Parts Exchange $35 per pay station, per month Cale WebOffice Professional $69 per pay station per month Exhibit D MAINTENANCE REQUIREMENTS Monthly • Clean card reader • Clean coin system • Clean printer • Check cable and board connections • Clean solar panels • Test battery level • Test all payment types Quarterly • Full Preventative Maintenance Exhibit E TRAINING Meter Training Classroom + Hands On meter operations, 6 hours coin collections, meter maintnenance and troubleshooting Cale WebOffice Webinar Finance reports, 1.5 hours Training maintenance report, meter monitoring, warnings and alarms Exhibit F PURCHASE OPTION Operator will have the option to purchase the pay stations outright at the end of the rental period at a cost of$7,490 per unit, less all rental fees paid during the initial rental term. Should the initial rental period be extended as allowed in Section 19.1 herein, the meter rental fee shall be increased to $199 per meter,per month. The credit toward purchase of the meters shall be 50% of the rental fees paid during the extended rental period.