HomeMy WebLinkAboutresolution.council.011-23RESOLUTION #11
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND T2 SYSTEMS AND 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
between the City of Aspen and T2 Systems, 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
Parking Department Software between the City of Aspen and T2 Systems, 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 Council of the City of
Aspen on the 14' day of February 2023.
7LW�
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do 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, February 14, 2023.
Q I � — , 0
Nicole Henning, City rk
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2022-357.
AGREEMENT made this 6 day of January, in the year 2023.
BETWEEN the City:
The City of Aspen
c/o Sara Ott
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
T2 Systems
c/o Joe Weiler
Joe.weiler@t2systems.com
For the Following Project:
Contract Amount:
Total:
$166,062.98 Shall not exceed
$53,965.79 in 2023 Total price excludes
potential transactions for RoVR and Payment
Processing as identified in the budgetary
Quotes provided.
It this Agreeinent requires the City to pay
an sueunt of iuoney in excess of
S 50,000.00 it -lull not be deemed valid
until it has been approved by the city
Council of the City of Ajpen,
City Council Approval:
Date: Jan 24, 2023
AesolutionNo.; 11- 20223
Parking software that includes all software related to ticket data, enforcement, permits within
[lic city and provides a ticket payment system including disputes.
Exhibits appended and made a part of this Agreement:
Exhibit A: Fee Schedule Flex Mobile Euforcemew and Permit Subscription
Exhibit B: Fee Schedule for Mobile Pay Software
The City and Professional agree as set forth below.
Agreement Professional Services
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1. Scope of Work. Professional shall perform in a competent and professional manner the Scope
of Work as set forth at Exhibit A attached hereto and bythis reference incorporated herein.
2 Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed no later than 01-
3 I-21026. Upon request of the City, Professional shall submit, for the City's approval, a schedule for
the performance of Professional's services which shall be adjusted as required as the project proceeds,
and which shall include allowances for periods of time required by the City's project engineer for
review and approval of submissions and for approvals of authorities having jurisdiction over the
project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded
by the Professional.
3. Payment. In consideration of the work performed, City shall pay Professional for all work
performed as set forth at Exhibit A and B appended hereto. Except as otherwise mutually agreed to
by the parties the payments made to Professional shall not initially exceed the amount set forth above.
Professional shall submit, in timely fashion, invoices for work performed. The City shall review such
invoices and, if they are considered incorrect or untimely, the City shall review the matter with
Professional within ten days from receipt of the Professional's bill. City shall pay all undisputed
invoice thirty (30) days from receipt of receiving the invoice.
4. Non -Assignability. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the other.
Sub -Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or
obligations under this Agreement. Professional shall be and remain solely responsible to the City for
the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of
whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent
of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due
which may be due to any sub -contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be canceled
by the City prior to acceptance by the City whenever for any reason and in its sole discretion the
City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving sixty (60) days prior notice, in writing, addressed to the other party, specifying the effective
date of the termination. No fees shall be earned after the effective date of the termination. Upon any
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this Agreement shall
become the property of the City. Notwithstanding the above, Professional shall not be relieved of
any liability to the City for damages sustained by the City by virtue of any breach of this Agreement
by the Professional, and the City may withhold any payments to the Professional for the purposes of
set-off until such time as the exact amount of damages due the City from the Professional may be
determined.
Agreement Professional Services
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7. Independent Contractor Status. It is expressly acknowledged and understood by the parties
that nothing contained in this agreement shall result in, or be construed as establishing an employment
relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use
his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant
of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is
interested only in the results obtained under this contract. The manner and means of conducting the
work are under the sole control of Professional. None of the benefits provided by City to its employees
including, but not limited to, workers' compensation insurance and unemployment insurance, are
available from City to the employees, agents or servants of Professional. Professional shall be solely
and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and
subcontractors during the performance of this contract. Professional shall indemnify City against all
liability and loss in connection with, and shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or required under unemployment insurance, social
security and income tax law, with respect to Professional and/or Professional's employees engaged in
the performance of the services agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all direct liability, claims, and demands,
on account of injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, to the extent and
for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole
or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error,
professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the
Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
Professional agrees to investigate, handle, respond to, and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of a
court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the
act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the
Professional for the portion of the judgment attributable to such act, omission, or other fault of the
City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition
to any other insurance requirements imposed by this contract or by law. The Professional shall
not be relieved of any liability, claims, demands, or other obligations assumed pursuant to
Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its
failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
coverages shall be procured and maintained with forms and insurance acceptable to the City.
Agreement Professional Services
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11-11 GUVC1dgUS SIM11 oG wllLUMUUsly maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of any
claims -made policy, the necessary retroactive dates and extended reporting periods shall be
procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by applicable
laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS
($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00)
disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each
employee. Evidence of qualified self -insured status may be substituted for the
Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury, broad
form property damage (including completed operations), personal injury (including
coverage for contractual and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy shall include coverage for
explosion, collapse, and underground hazards. The policy shall contain a severability
of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1, 000, 000.00) aggregate with respect to each Professional's owned, hired and non -
owned vehicles assigned to or used in performance of the Scope ofWork. The policy
shall contain a severability of interests provision. If the Professional has no owned
automobiles, the requirements of this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds, except for Workers Compensation. Every
policy required above shall be primary insurance, except for Professional Liability insurance
and any insurance carried by the City, its officers or employees, or carried by or provided
through any insurance pool of the City, shall be excess and not contributory insurance to that
provided by Professional. No additional insured endorsement to the policy required above
shall contain any exclusion for bodily injury or property damage arising from completed
operations. The Professional shall be solely responsible for any deductible losses under any
policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
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Agreement Professional Services
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11111111HUM 1111111h W C 111 lull lull;C miu effect, and shall be reviewed and approved by the City
prior to commencement of the contract. No other form of certificate shall be used. The
certificate shall identify this contract and shall provide that the coverages afforded under the
policies shall not be canceled, terminated or materially changed until at least thirty (30) days
prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith.
(fl deleted
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq.,
C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. City's insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be hand delivered or mailed bycertified
mail return receipt requested to the respective persons and/or addresses listedabove.
13. Non-Disci-irnination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion
shall be made in the employment of persons to perform services under this contract. Professional
agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-
discrimination in employment.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to invoke
Agreement Professional Services
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auy rcuieuy avaiiaoiC Lu I unuei LIus Agicciiiunt or by law despite any such forbearance or indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto and
their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to
the contrary contained herein, this Agreement shall not be binding upon the City unless duly executed
by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion
or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official
in his absence) to execute the same.
16. Worker Without Authorization prohibited — CRS 8-17.5-101 & 24-76.5-101
Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III) as it relates to the employment of and contracting with a "worker without
authorization" which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
knowingly contract with a Professional who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions have
been designed to comply with the requirements of this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
1. "E-verify program" means the electronic employment verification program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended, that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor, time, or effort by a Professional or a subprofessional
not involving the delivery of a specific end product other than reports that are merely incidental
to the required performance.
5. "Worker without authorization" means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Professional certifies and represents that at this time:
1. Professional shall confiti►i the enipluyinent eligibility of all employees who are newly hired
for employment to perform work under the public contract for services; and
2. Professional has participated or attempted to participate in either the e-verify program or the
Agreement Professional Services
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UUPLU LILIUM pfUgL dill III L}IUCI LU VrIIly lHaL Ilew employees are not workers without authorization.
Professional hereby confirms that:
1. Professional shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Professional shall not enter into a contract with a subprofessional that fails to certify to the
Professional that the subprofessional shall not knowingly employ or contract with a worker
without authorization to perform work under the Public Contract for Services.
3. Professional has confirmed the employment eligibility of all employees who are newly hired
for employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Professional shall not use the either the e-verify program or the department program
procedures to undertake pre -employment screening of job applicants while the Public Contract
for Services is being performed.
If Professional obtains actual knowledge that a subprofessional performing work under the
Public Contract for Services knowingly employs or contracts with a worker without
authorization, Professional shall:
1. Notify such subprofessional and the Owner within three days that Professional has actual
knowledge that the subprofessional is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subprofessional if within three days of receiving the notice
required pursuant to this section the subprofessional does not stop employing or contracting with
the worker without authorization; except that Professional shall not terminate the Public Contract
for Services with the subprofessional if during such three days the subprofessional provides
information to establish that the subprofessional has not knowingly employed or contracted with
a worker without authorization.
Professional shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5-102 (5), C.R.S.
If Professional violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual damages to the Owner arising
out of Professional's violation of Subsection 8-17.5-102, C.R.S.
It is agreed that neither this agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall
not affect or impair the validity, legality or enforceability of any other provision.
Agreement Professional Services
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17. Warranties Against Contingent Fees Gratuities Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or retained
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Professional for the purpose
of securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any interest,
direct or indirect, in this Agreement or the proceeds thereof, except those that may have
been disclosed at the time City Council approved the execution of this Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgctcd and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
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Agreement Professional Services
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(c) The parties acknowledge and understand that there are no conditions or limitations to
this understanding except those as contained herein at the time of the execution hereof and
that after execution no alteration, change or modification shall be made except upon a writing
signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
20. EIectronic Signatures and Electronic Records This Agreement and any amendments
hereto may be executed in several counterparts, each of which shall be deemed an original, and
all of which together shall constitute one agreement binding on the Parties, notwithstanding the
possible event that all Parties may not have signed the same counterpart. Furthermore, each Party
consents to the use of electronic signatures by either Party. The Scope of Work, and any other
documents requiring a signature hereunder, may be signed electronically in the manner agreed to
by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement
solely because it is in electronic form or because an electronic record was used in its formation.
The Parties agree not to object to the admissibility of the Agreement in the form of an electronic
record, or a paper copy of an electronic documents, or a paper copy of a document bearing an
electronic signature, on the grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
22. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or conditions
herein contained.
23. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions
of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees.
24. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual
efforts of the parties hereto and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in.the
negotiation, review or drafting of the Agreement.
25. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies
that prior to submitting its Bid that it did include this clause without modification in all lower tier
W]
Agreement Professional Services
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UU11SUCL1U11S, SU11L:1LUL1U11h, plupubals, cuimucts and subcontracts. In the event that Professional or
any lower tier participant was unable to certify to the statement, an explanation was attached to the
Bid and was determined by the City to be satisfactory to the City.
26. Integration and Modification. This written Agreement along with all Contract Documents
attached hereto shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, Professional understands that no City
official or employee, other than the Mayor and City Council acting as a body at a council meeting,
has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the
City. Any such Agreement or modification to this Agreement must be in writing and be executed
by the parties hereto. In the event there is a conflict between a term or provision within this
Professional Services Agreement and any provision within another Contract Document that is
attached hereto, the terms and provisions of this Professional Services Agreement shall control.
27. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has full and
complete authority to enter into this Agreement for the terms and conditions specified herein.
28. Added by Vendor: These clauses are required for hosted software.
1. 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 Agreement, 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.
2. CONFIDENTIALITY.
"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.
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(a) Each party agrees to hold all Confidential Information of the other party in strictest confidence, not
to make use thereof other than forthe 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; or
(iv) that is disclosed with the written consent of the disclosing party.
(b) Each party may disclose the other party's Confidential Information 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.
(c) 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, but in no event less than a reasonable standard of care.
(d) 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.
(e) 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.
CUSTOMER DATA.
(a) Customer shall, to the extent allowed by law, 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.
11
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4D0A-897C-08537B0F9B9A
w) I WIII LU111ply WIL11 all UPPIR.aUIC is W� gu„u, ning the collection, access, use, disclosure of Customer Data. All
Customer Data which is submitted by Customer to T2 pursuant to this Agreement will be
safeguarded byT2 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.
4. EXCLUSION OF WARRANTIES.
(a) EXCEPT AS EXPRESSLY PROVIDED IN THE ADDENDUM APPLICABLE TO THE PRODUCTS AND/OR SERVICES OR AS
OTHERWISE EXPRESSLY CONFIRMED IN WRITING BY T2, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OR REPRESENTATION OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, T2 AND ITS
THIRD PARTY SUPPLIERS HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, WHETHER ARISING UNDER STATUTE, FROM A COURSE OF DEALING, USAGE, CUSTOM OF THE TRADE OR
OTHERWISE, REGARDING THE PRODUCTS OR SERVICES, THE DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES
PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON -INFRINGEMENT, ACCESSIBILITY, PRIVACY OF FILES OR SECURITY.
(b) T2 DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL BE UNAFFECTED BY BUGS,
VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS, NOR DOES T2 WARRANT THAT CUSTOMER'S USE THEREOF WILL
BE UNINTERRUPTED, ERROR -FREE OR WILL MEET ALL OF THE CUSTOMER'S REQUIREMENTS. FURTHER, T2 DOES NOT
WARRANT THAT ANY SOFTWARE WILL OPERATE ON ANY PARTICULAR CONFIGURATION OF SOFTWARE, OPERATING
SYSTEM OR COMPUTER SYSTEM. ANY HARDWARE PURCHASED FROM SOURCES OUTSIDE OF T2 WILL BE THE SOLE
RESPONSIBILITY OF THE CUSTOMER. T2 WILL NOT BE RESPONSIBLE FOR THE FAILURE OF THE SOFTWARE TO PERFORM
TO THE EXTENT THAT SUCH FAILURE TO PERFORM IS 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.
LIMITATION OF LIABILITY AND DAMAGES.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW: EXCEPT FOR CLAIMS FOR DEATH OR BODILY INJURY, T2, ITS
THIRD PARTY SUPPLIERS' AND THEIR RESPECTIVE REPRESENTATIVES' TOTAL AGGREGATE LIABILITY ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND/OR ANY PRODUCTS OR SERVICES DELIVERED OR
FAILED TO BE DELIVERED UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES
SUFFERED BY CUSTOMER, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT
OR SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
(b) IN NO EVENT WILL T2 OR ITS THIRD PARTY SUPPLIERS BE LIABLE IN ANY WAY FOR ANY INDIRECT, SPECIAL
12
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
I..V IYJGL(V CIYIIML, IM-1UCIVIML, rLINITIVE, 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.
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DUE TO THE NATURE OF INTERNET AND WIRELESS
TRANSMISSIONS, CUSTOMER AGREES THAT NEITHER T2 NOR THE UNDERLYING WIRELESS DATA SERVICES
CARRIER SHALL BE LIABLE FOR ANY LOSS, COSTS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN
CONNECTION WITH: ANY LACK OF PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS; SERVICES
INTEROPERABILITY, ACCESS OR INTERCONNECTIONS WITH THE T2 SERVICES; SERVICE DEFECTS, SERVICE
LEVELS, DELAYS OR INTERRUPTIONS; ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR
OTHER TRANSMISSIONS; LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO
OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S CONTENT, DATA, PROGRAMS
CONFIDENTIAL INFORMATION OR SYSTEMS.
(d) NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER
MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE
OCCURRED, REGARDLESS OF WHETHERTHOSE FACTS BYTHATTIME ARE KNOWN TO, OR OUGHT REASONABLY
TO HAVE BEEN DISCOVERED BY, CUSTOMER.
(e) THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER ARISING
UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS
OF WHETHER T2, ITS THIRD PARTY SUPPLIERS AND/OR THEIR REPRESENTATIVES KNEW, OR SHOULD HAVE
KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES.
(f) 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).
(g) THIS SECTION SHALL APPLY TO ANY ACTION OR ARBITRATION HEREUNDER. BECAUSE THE LAWS OF SOME
LOCATIONS DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY, THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO ALL CUSTOMERS.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN COLORADO:
aac65lpned by:
Solna. G, Off
t a e ."
Sara G. Ott
By:
[Name]
Title: City Manager
Date: 2/15/2023 1 4:44:47 PM PST
Approve as to Form:
�t's
u5iq nua by:
,�r. 'Ciro,
City a
Agreement Professional Services
PRF;
OS E�SI,QNAL:1, %(kr
.......... —..o... [Signature]
By; Joe Weiler
[Name]
Title: VP Sales Operations
Date: 1 /19/2023
13
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
General Conditions and Special Conditions can be found on City
of Aspen Website.
Purchasin2 I Aspen, CO
T2 Flex, RoVR and Payment Processing Addendums to be inserted here.
14
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-40OA•897C-08537BOF9B9A
EXHIBIT A/B PROFESSIGNAL SERVICES AGREEMENT
total per
53,965.79
55,340.58
56,756.61
Agreement Professional Services
15
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
EXHIBIT A/B PROFESSIONAL SERVICES AGREEMENT
T2 Systems - Confidential Quotation
FOR BUDGETARY PURPOSES ONLY
For: City of Aspen CO
Quote ID: Q-28566-B
Date Issued: /202
SYSTEMS
02/
Expires: 2/05/2023
Bill To:
Ship To:
City of Aspen CO
City of Aspen CO
130 South Galina
130 South Galina
Aspen, Colorado 81611
Aspen, CO 81611
United States
United States
Prepared By:
Prepared For:
Krystela Gomez
Debbi Zell
Subscriptions
Product..
..-
RoVR
Billed monthly at $1.95 per hit or a flat rate of $95.00 for hits < 49
Year 1 100.2107 1.00 USD 1,140.00 USD 1,140.00
Term: 02/06/23 - 02/05/24
Year
100.2107
1.00
USD 1,140.00
USD 1,140.00
Term: 02/06/24 - 02/05/25
Year
100.2107
1.00 USD 1,140.00
USD 1,140.00
Term: 02/06/25 - 02/05/26
T2 MobilePay Base Subscription
Billed Monthly (Annual Price Shown)
Billed at $83.33 per subscription, per month. Includes 100 system -wide
transactions and 200 system -wide public messages per month.
Year 1
100.3212
T 1.00
USD 1,000.00
USD 1,000.00
Term: 02/06/23 - 02/05/24
Year
100.3212 1.00 USD 1,000.00
USD 1,000.00
Term: 02/06/24 - 02/05/25
Year 3
100.3212
1.00
USD 1,000.00
USD 1,000.00
Term: 02/06/25 - 02/05/26
T2 MobilePay Transaction Fee Tier 3- Pay as you go
Billed Monthly Based on Transaction Volume
Per transaction charge of $0.28 cents for any transaction over the 100
subscribed monthly total.
Year 1
100.3230
1.00
USD 500.00
USD 6,000.00
16
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
Term: 02/06/23 - 02/05/24
Year 2
100. 3230
1.00
USD 500.00
USD 6,000.00
Term: 02/06/24 - 02/05/25
Year 3
100. 3230
1.00
USD 500.00
USD 6,000.00
Term: 02/06/25 - 02/05/26
Year 7 Total: USD 8,140.00
Year 2 Total: USD 8,140.00
Year 3 Total: USD 8,140.00
*Quote for purpose of PO preparation. Amounts quoted are estimates based on the previous transaction usage. Actuals will be invoiced
monthly based on established usage fees.
17
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DA81-4DOA-897C-08537BOF9B9A
EXHIBIT AB PROFESSIONAL SERVICES AGREEMENT
T2 Systems - Confidential Quotation
For:
Quote ID:
City of Aspen CO
Q-28566
Date
12/19/2022
SYSTEMS
Expires:ued-
02/05/2023
Bill To:
Ship To:
City of Aspen CO
City of Aspen CO
130 South Galina
130 South Galina
Aspen, Colorado 81611
Aspen, CO 81611
United States
United States
Prepared By:
Prepared For:
Tristen Moe
Debbi Zell
Subscriptions
Product..
..
Flex CheckPayment Integration
Year 1 100.2034 5.00 USD 414.09 USD 2,070.45
Term: 02/06/23 - 02/05/24
Year 2
100.2034
5.00
USD 426.51
USD 2,132.55
Term: 02/06/24 - 02/05/25
Year 3
100.2034
5.00
USD 439.31
USD 2,196.55
Term: 02/06/25 - 02/05/26
Flex Mobile Enforcement
Year 1
100.2051
5.00
USD 995.21
USD 4,976.05
Term: 02/06/23 - 02/05/24
Year 2
100.2051
5.00
USD 1,025.07
USD 5,125.35
Term: 02/06/24 - 02/05/25
Year 3
100.2051
5.00
USD 1,055.82
USD 5,279.10
Term: 02/06/25 - 02/05/26
Core Flex Professional Edition
Year 1
100.2053 5.00
USD 4,402.35
USD 22,011.75
Term: 02/06/23 - 02/05/24
Year 2
100.2053
5.00
USD 4,534.42
USD 22,672.10
Term: 02/06/24 - 02/05/25
Year 3
100.2053
5.00
USD 4,670.45 USD 23,352.25
Term: 02/06/25 - 02/05/26
FlexPorl Enforcement
Ycor 1
100.2227
5.00
USD 502.19
USD 2,510.95
Term: 02/06/23 - 02/05/24
Year 2 100.2227
5.00
USD 517.26
USD 2,586.30
Term: 02/06/24 - 02/05/25
18
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
Year 3 100.2227 5.00 USD 532.78 USD 2,663.90
19
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
Term: 02/06/25 - 02/05/26
Residential Permits App Tier 1 Subscription
Year 1
100.8254
1.00
USD 7,557.75
USD 7,557.75
Term: 02/06/23 - 02/05/24
Year 2
100.8254
1.00
USD 7,784.48
USD 7,784.48
Term: 02/06/24 - 02/05/25
Year 3 100.8254
1.00
USD 8,018.01
USD 8,018.01
Term: 02/06/25 - 02/05/26
Integration Between LPR Vehicle and T2 Flex
Year 1
100.7868 4.00
USD 1,674.71
USD 6,698.84
Term: 02/06/23 - 02/05/24
Year 2
100.7868
4.00
USD 1,724.95
USD 6,899.80
Term: 02/06/24 - 02/05/25
Year3 100.7868 4.00
USD 1,776.70
USD 7,106.80
Term: 02/06/25 - 02/05/26
Year 1 Total: USD 45,825.79
Year 2 Total: USD 47,200.58
Year 3 Total: USD 48,616.61
Tax Amount: Included upon invoicing, if applicable
Tax Comments: N/A
Additional Information:
Freight Term:
Payment Terms:
IRIS Profile:
End User: City of Aspen CO
GP Customer Number: 1406
20
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
Billing Terms
This renewal quote is for expiring subscriptions and may not include all subscription services in use by your organization. Any italicized
pricing on the quote indicates a continuation of a current subscription, following a bridge term. The italicized pricing is a place holder,
included on the quote only to note a change in a subscription's term. The quote's annual totals do NOT include the cost of any italicized
pricing because these amounts are not being renewed.
Ongoing software subscriptions and hosting fees are billed annually and payable on the anniversary of the software location activation
date. Subscriptions and support shall be automatically renewed for an additional term of one year, effective immediately after the
expiration of any then -current term, unless either T2 or Subscriber gives written notice of non -renewal to the other at least sixty days in
advance of the expiration of the then -current term.
Tax rate, if applicable, will be finalized for calculation at time of invoicing. Invoices paid via credit card will incur a 2.5% convenience
fee.
Is a PO (purchase order) number required to be referenced on the invoice? Purchase orders can be forwarded to
purchaseorders@t2systems.com
❑ YES
❑ NO
Quote Number: Q-28566
PO Required?
IF "NO" IS SELECTED UNDER PO REQUIRED, CUSTOMER ACCEPTS RESPONSIBILITY TO PROCESS CONTRACT PAYMENT
WITHOUT RECEIPT OF PURCHASE ORDER NUMBER.
Customer
Signature
Print Name
Title
Date
PO
21
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4DOA-897C-08537BOF9B9A
Flex® Software Subscription Addendum
THIS FLEX® SOFTWARE SUBSCRIPTION ADDENDUM GOVERNS THE PROVISION AND USE OF THE FLEX® SOLUTION
AND SERVICES PURCHASED BY CITY OF ASPEN ("CUSTOMER") FROM T2 SYSTEMS, INC. ("T2 SYSTEMS").
1. BACKGROUND. The parties have entered into a Master Customer Agreement. This Addendum is
incorporated into and subject to the terms of the Agreement and the terms of the Agreement are
incorporated herein. To the extent of any conflict between the terms of this Addendum and the Agreement,
the terms of the Addendum shall control.
2. DEFINITIONS. In this Addendum:
(a) "Addendum" means this Addendum between T2 Systems and Customer and the Quote.
(b) "Agreement" means the Master Customer Agreement.
(c) "Authorized Purposes" means Customer's use of the Software for the Customer's internal parking
business operations.
(d) "Authorized Concurrent Users" means the Customer's users authorized to access and use the
Software up to the permitted number of authorized users as set forth in the Quote.
(e) "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.
(f) "Effective Date" means the date set forth below as the executed date.
(g) "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
(h) "Guaranteed Minimum Commitment" means the remainder of the current annual Subscription Fee
once each annual term commences.
(i) "Hardware Error" means a defect in the Hardware that prevents Authorized Concurrent Users from
accessing the Software through the Hardware.
(j) "Hardware Fee" means the fee set forth in the Quote. The Hardware Fee is subject to change as
provided in 8(b).
(k) "Hosting Services Fee" means the fee set forth in the Quote for the initial term of the Hosting
Services. The Hosting Services Fee is subject to change as provided in 8(b).
(1) "Hosting Services" means that T2 Systems will install, operate, and maintain the Software on the
Hosting System, and provide to Customer access to the Hosting system 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.
(m) "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.
22
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-430A-897C-085378CF9i39A
(n) insrauation uaie' means the ante the Software goes into production mode or the date a Software
application is downloaded for use by the Customer.
(o) "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).
(p) "Remote Access Equipment" means the equipment necessary for Customer to access the Hosting
System via the Internet. The Remote Access Equipment is to be provided by Customer.
(q) "Subscription Fee" means the Subscriptions as set forth in the Quote. The Subscription Fee for the
terms after the initial Subscription Term may be changed as provided in 8(b).
(r) "Subscription Term" means the Initial Term and all renewal terms.
(s) "Software" means T2 Flex" and all related T2 Flex" software applications and components as
specified in the Quote.
(t) "Subscriptions" means the Software services subscribed to hereunder
(u) "Quote" means the document executed by T2 Systems and Customer which is referenced herein.
(v) "Time and Materials Basis" means an hourly basis at the rate specified in the Quote, together with
reimbursement of expenses.
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, as set out on the Quote. T2 Systems grants the Subscription(s) for
the Authorized Purposes and no other purposes. At no time may the number of Authorized
Concurrent Users for access to the Software exceed the number specified on the Quote. T2 Systems
has the right to monitor the number of Authorized Concurrent Users. Customer may increase the
number of Authorized Concurrent Users upon payment of the applicable fees.
(b) Term. The Subscriptions granted in this Addendum are for the term specified in 9(a).
(c) Warranty of Functionality. T2 Systems warrants to Customer beginning from the date T2 Systems
installs or the Customer downloads the T2 Flex® Software, for the Subscription 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 T2 Flex® Software to perform within ninety
(90) days after the Installation Date or download date. The notice to T2 Systems shall specifically
identify the error or errors. T2 Systems' services in connection with the correction of the errors shall
be provided without charge to Customer. The Software will remain in compliance with current
Payment Card Industry security standards at all times.
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 (1) year 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
23
Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4DOA-897C-08537BOF9B9A
oiscretion, parts may oe repairea 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(g).
(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.
(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 (6) months after providing written notice to Customer. After that
time, T2 Systems will offer repair services at 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.
(h) Restocking Fee for Returned Hardware. The Customer may return Hardware within thirty (30) days
of delivery if the Hardware is in an unsoiled, undamaged, new, and re -saleable condition. T2
Systems charges a minimum of twenty five percent (25%) restocking fee on all Hardware that is
returned unless the delivered Hardware is damaged or found malfunctioning upon arrival by
Customer. A credit will be issued to the Customer thirty (30) days only after the Hardware is
inspected and determined by T2 Systems to be in unsoiled, undamaged, new and re -saleable
condition. The Customer will pay for all freight charges to T2 Systems' designated facility unless the
delivered Hardware was damaged or found malfunctioning upon arrival, in which case T2 Systems
shall pay all return freight charges.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABl-4DOA-897C-08537BOF9B9A
lid i ne remedies set roan in finis beciion 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.
S. 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 Services 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 scheduled routine
maintenance performed. T2 Systems shall monitor T2 Systems' Application Server and undertake
commercially reasonable efforts to restore promptly all failures of service at no additional charge
to Customer. Customer shall be solely responsible for (i) providing Internet devices and supported
browsers, and (ii) Internet connections, at Customer's sole cost and expense.
(c) Hours of Operation. Generally, connectivity will be available seven (7) days per week, twenty-four
(24) hours per day. Customer's access is subject to outages for scheduled maintenance activities
and outages attributable to failure of the Customer's telecommunications provider to provide an
Internet connection. Whenever practical, scheduled maintenance activities will be performed
outside the hours of 8:00 a.m. and 8:00 p.m. EST. Notice of scheduled maintenance shall be posted
on the T2 Communities at httr)s://t2systems.force.com/Custoi-nerjsL
(d) Maintenance and Updates. T2 Systems shall provide maintenance forthe Hosting System, including
updates and patches and shall install any updates or enhancements for the Software to its
Customers.
(e) Passwords and Security. Customer is responsible for the confidentiality of passwords and
Authorized Concurrent User IDs for the use of the Software on the Customer's Remote Access
Equipment. 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 Statement of
Work, executed by T2 Systems and the Customer which is incorporated and referenced hereto.
Subject to payment by Customer of any Subscription Fee which is due, T2 Systems grants to
Customer a non-exclusive right to use the Software and any additional enhancements or
customization in connection with the use of the Software.
(b) Software Development. If the Customer determines that the Software requires additional
enhancements or customization, T2 Systems shall provide a Quote for development services
relating to software development on a time and materials basis.
(c) 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 if the Professional Services
do not execute in accordance with the Customer's specifications. The notification shall include the
detailed variances and information necessary for T2 Systems to verify the variances. T2 Systems,
upon 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.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
■. 1 tLMNILAL bUYYUK 1.
(a) Technical Support Services. T2 Systems offers the Customer technical support as described in
Section 2(g).
(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.
(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 of
the Software available for download 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 payment of
Subscription Fees pursuant to Section 8, will not be eligible for technical support. In any such event,
T2 Systems will advise Customer and, upon request, will provide such assistance as Customer may
reasonably request with respect to such problem at T2 Systems' then -current standard rates for
time and materials.
(e) Cooperation. Customer acknowledges (i) that certain services or obligations of T2 Systems
hereunder may be dependent on Customer providing certain data, information, assistance, or
access to Customer's systems, (collectively, "Cooperation"), and (ii) that Cooperation may be
essential to the performance of such services by T2 Systems. The parties agree that any delay or
failure byT2 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® version with twenty four (24) hour notice to the Customer. Notice may
be provided via email or phone.
B. PAYMENT.
(a) Fees. The Subscription Fee, Hosting Services Fee, Professional Services Fee, any additional agreed
upon fees (collectively, the "Subscription Service Fees") and Hardware 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.
(b) Change in Fees. T2 Systems will increase the Subscription Fee and the Hosting Services Fee and any
additional agreed upon fee by five percent (5%) percent per year.
(c) Invoices. Subscriptions Fees and Hosting Services Fees are generally invoiced on an annual basis in
advance. 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 torth in reasonable detail the basis for each dispute. Failure to so notify
the Finanrp 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.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DA81,4DOA-897C-08537BOF9B9A
ia) vauure to Maxe rayment. IT Lusiomer 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 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 upon thirty (30) days prior written
notice in the event Customer fails to make any payments when due under this Addendum.
(e) Payment by Automated Clearing House. Customer shall make payment to T2 Systems by Automated
Clearing House debit, check or credit 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. If paid by credit card, the Customer acknowledges a
convenience fee may be applied as applicable by State law.
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 for the period set forth in the Quote ("Initial Term"). This
Addendum will be automatically renewed for an additional term of one (1) year effective
immediately after the expiration of any then current term, unless T2 Systems or Customer gives
written notice of non -renewal to the other party at least sixty (60) days in advance of the expiration
of the then -current term.
If the Customer delays installation beyond the timeline in the Statement of Work, 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.
(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 the payment of:
1. All Professional Services Fees completed to date.
2. All hard costs, including incurred travel and travel expenses.
3. Any rebooking fees.
4. A reengagement fee of twenty percent (20%) of the originally quoted Professional Services
Fees.
A reengaged project will not begin until the above amounts are paid by the Customer. Any
necessary rework (repeat of training, additional data samples, additional PM hours) would be
billed at the reengaged project.
Upon written notice to T2, if the Customer does not reengage the project, the Agreement shall
terminate in accordance with Section 9(c).
(c) Termination. Customer may terminate the Subscriptions granted in this Addendum, any Technical
Support, Professional Services, and 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.
If Customer does not provide the required sixty (60) days notice, Customer will be subject to pay
additional fees, including any unpaid amounts within ten (10) days from the agreed termination
date. Additional fees may include T2 expenses already paid to its vendors for services under this
Addendum. Customer agrees to pay all additional fees within ten (10) days of the agreed
termination date. T2 Systems, at its sole option, may withhold returning Customer Data and
providing any transitional support until the additional fees are paid.
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iz bystems may terminate ine buoscriptions granted in this Addendum and any support under
Section 7 by notice of non -renewal given in accordance with Section 9(a), 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 Hardware, Software or Services to any other party to service
the same end users contemplated by this Addendum.
(d) Return of Materials. Upon termination or expiration of this Addendum, Customer shall destroy all
copies of the Software and any other materials received from T2 Systems and submit to T2 Systems
a written statement certifying that through Customer's best efforts, and to the best of Customer's
knowledge, all copies of the Software including all copies of Client Components, and any other
materials received from T2 Systems, have been destroyed.
(e) Return of Customer Data. Upon termination or expiration of this Addendum, T2 Systems shall, at
Customer's request, return Customer's data in an Oracle standard database export format. Any
special requests for a different format will be scoped by T2 Systems with an estimate provided to
the Customer on a time and material basis.
(f) Outstanding and Future Payment Obligations. All payment obligations between the parties that are
outstanding as of the effective date of termination, or which accrue hereunder prior to the effective
date of termination or which accrue for services that are completed after the effective date of
termination shall survive the termination of this Addendum.
10. RESTRICTIONS ON USE OF THE SOFTWARE.
(a) No Distribution. Customer may not distribute or sublicense the Software to any person.
(b) No Sublicense. Persons Authorized to Use. Customer may not resell accounts or sublicense persons
to use the Software other than Authorized Concurrent Users.
(c) No Reverse Engineering. Customer agrees that it will not create or attempt to create or permit
others to create or attempt to create, by reverse engineering or otherwise, the source programs for
the Software or any part thereof from the object program or from other information made available
under the Agreement (whether oral, written, tangible or intangible). The Addendum does not give
Customer the right to have access to any source code for the Software.
(d) Passwords. Customer shall not: (i) transmit or share identification and/or password codes to
persons other than the Authorized Concurrent Users for whom such codes were generated; (ii)
permit Authorized Concurrent Users to share identification and/or password codes with others; or
(iii) permit the identification and/or password codes to be cached in proxy servers and accessed by
individuals who are not Authorized Concurrent Users.
11. MISCELLANEOUS.
(a) Survival. The provisions of Sections 5(e), 8(c), 9(d), 9(f),10, and 11(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 SOW) and the Agreement constitute
the entire agreement between the parties hereto with regard to the Software, the Hosting Services,
any Professional Services, any support of the Software and supersedes all prior written and oral
agreements, purchase orders, representations, understandings, promises, descriptions or other
communications between the parties regarding the Addendum Services.
Executed this 19th day of January, 2023.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4DOA-897C-08537BOF9B9A
T2 SYSTEMS, INC.
CITY OF ASPEN
f�
❑oeu 31gncA by:
Per:
,fit, %lt r
Per;
Name: Joe Weiler Name:
Title: VP, Sales Operations Title:
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
RETRIEVAL OF VEHICLE REGISTRATIONS (ROVR) ADDENDUM
THIS RETRIEVAL OF VEHICLE REGISTRATIONS (RoVR) ADDENDUM GOVERNS THE PROVISION AND USE OF THE
ADDENDUM SERVICES PURCHASED BY CITY OF ASPEN ("CUSTOMER") FROM T2 SYSTEMS, INC. ("T2 SYSTEMS").
1. BACKGROUND. The parties have entered into a Master Customer Agreement. This Addendum is
incorporated into and subject to the terms of the Agreement and the terms of the Agreement are
incorporated herein. To the extent of any conflict between the terms of this Addendum and the Agreement,
the terms of the Addendum shall control.
2. DEFINITIONS. In this Addendum:
(a) "Addendum" means this Retrieval of Vehicle Registrations (RoVR) Addendum.
(b) "Addendum Services" means the provision of access to RoVR by T2 Systems and/or any additional
services provided under this Addendum.
(c) "Agreement" means the Master Customer Agreement.
(d) "Effective Date" means the date set forth below as the executed date.
(e) "RoVR" means the application owned by T2 Systems known as the Retrieval of Vehicle Registration
system.
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 AND RENEWAL. The "Initial Term" of this Addendum shall be for a period of one (1) month from the
Effective Date of this Addendum unless there is a Default as defined in Section 8(a). Reasonable reconnect
fees and a minimum term period may be imposed by T2 Systems in the event that the Customer terminates
this Addendum and subsequently wishes to re -subscribe to the Addendum Services or in the event of a
Default. This Addendum will automatically renew for an additional one (1) month Terms unless otherwise
terminated as provided herein.
4. USE OF ROVR. In accordance with this Addendum and the Agreement, T2 Systems grants Customer
authorization to use RoVR on a month -to -month basis.
S. DOCUMENTATION. Certain States require that the Customer execute a signed application for access to
vehicle registration information. T2 Systems will assist Customer with the application process, however, T2
Systems shall not be held accountable for any denial of access to vehicle registration information by any
State or governmental authority.
6. EXCLUSIVE USE. Customer agrees that information made available through T2 Systems' RoVR service will
be used in compliance with the Federal Driver's Privacy Protection Act and other applicable laws governing
the dissemination of public information. Such information will be used exclusively in the ordinary conduct
of the Customer's business functions and data provided through the RoVR service will not be resold in any
manner.
7. FEES AND PAYMENT. Customer will pay to T2 Systems a monthly subscription that shall be calculated as
the greater of ninety-five dollars ($95.00) per month or one dollar and ninety-five cents ($1.95) per vehicle
registration obtained by the Customer. Upon execution of this Addendum, T2 Systems will grant a credit
for an amount equal to fifty (50) vehicle registrations obtained by the Customer through the use of the
RoVR service. With each monthly payment, T2 Systems will submit to Customer a written invoice and report
that sets forth the vehicle registrations successfully obtained on behalf of Customer during the given invoice
period.
8. DEFAULT & TERMINATION.
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lai ueraun. rT t-usTomer Tans io aoiae Dy the obligations of this Addendum, including the obligation to
make a monthly payment when due (each a "Default"), T2 Systems shall have the option to cancel
this Addendum by providing written notice to Customer. Customer may prevent the termination of
this Addendum by taking corrective action that cures the default provided that such corrective
action is taken within ten (10) days and if there are no other Defaults during such time period.
(b) Termination. Either party may terminate this Addendum by providing thirty (30) days written notice
to the other party following the Initial Term for which the Addendum is in place. In the event that
Customer exercises its right to terminate this Addendum, Customer agrees to pay T2 Systems for
any registered owner information requested prior to the effective date of termination and
registered owner information returned after the effective date of termination.
9. ENTIRE AGREEMENT. This Addendum (including all Appendices and 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.
Executed this 19th day of January, 2023.
T2 SYSTEMS, INC.
CITY OF ASPEN
Doou fined by:
L ilk ttr
-- Per Per:
Name: Joe Weiler
Name:
Title: VP, Sales Operations Title:
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DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
PAYMtN I PROCESSING ADDENDUM
THIS PAYMENT PROCESSING ADDENDUM ("Addendum") is made between T2 SYSTEMS, INC., an
Indiana corporation ("72") and City of Aspen ("Sub -Merchant") (collectively the "Parties"),
and is effective as of January 19, 2023 ("Effective Date").
T2 is a payment facilitator that provides the services set forth in this Addendum to facilitate Sub -
Merchant's acceptance of credit and debit cards ("Cards") for Mastercard International
Incorporated ("Mastercard"), Visa Inc. ("Visa"), Discover Financial Services, each including
applicable subsidiaries, and other payment network or card association (collectively "Networks")
transactions. This Addendum is incorporated into and made part of and subject to the terms of
the Digital Iris Term and Conditions of Service ("Agreement") between T2 and Sub -Merchant, and
sets forth separate services from those that T2 provides under the Agreement or any other
agreement with Sub -Merchant. If there is any conflict between the terms of this Addendum and
the Agreement, then to the extent of such conflict, the terms of this Addendum will control.
L Payment Processing Services. T2 will provide Sub -Merchant the payment processing
services (the "Services") set forth in this Addendum. These Services are provided by T2 through
its relationships with the payment processor ("Processor") that T2 has contracted with to support
the Services, and the financial institution ("Bank") that is a member of the Networks and provides
sponsorship services in connection with this Addendum. Bank and Processor may be changed at
any time without prior notice. Sub -Merchant agrees that its use of the Services will comply at all
times with (i) federal, state, and local laws, rules, and regulations that govern or otherwise affect
the activities of Sub -Merchant or this Addendum ("Law") and (ii) the bylaws, operating
regulations and all other rules, policies, and procedures of the Networks, including the Payment
Card Industry Data Security Standard ("PCI DSS") (the "Rules"). T2 may suspend or terminate the
Services at any time if Sub -Merchant is not eligible under Law or the Rules to use the Services,
and T2 reserves the right to establish certain limits on Sub -Merchant's processing volume at any
time in its reasonable discretion. Sub -Merchant agrees to the terms and obligations in the
"Merchant Services Agreement" between Sub -Merchant and Processor, which is attached and
incorporated hereto as Exhibit A, as may be changed or updated on reasonable notice to Sub -
Merchant by Processor or T2.
2. Underwriting and Required Information. T2 may engage in any investigation of Sub -
Merchant's finances, activities, and operations that T2 reasonably deems necessary to confirm
Sub -Merchant's eligibility for and use of the Services, and Sub -Merchant agrees to provide T2
with any information required to complete such investigation. Sub -Merchant authorizes T2 to
make any background, identity verification, or credit inquiry that T2 reasonably deems necessary
and authorizes any credit reporting agency to compile information to answer such inquiries and
furnish that information to T2. For any background, credit, or other check or report on Sub -
Merchant's owners, officers, directors, or other principals, Sub -Merchant agrees to obtain
authorizations from such individuals. To help the government fightterrorism and prevent money-
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Iaunaering, Sub -Merchant agrees to provide information and documents that identify Sub -
Merchant, its beneficial owners, officers, and other individuals. Sub -Merchant will provide T2
with written notice not more than five (5) days after Sub -Merchant learns of any (i) adverse
change in financial condition; (ii) planned or anticipated liquidation or substantial change to the
nature of its business; (iii) transfer or sale of twenty-five percent (25%) or more in value of its
ownership, voting stock, beneficial interest, or total assets; (iv) levy against twenty-five percent
(25%) or more in value of its total assets; or (v) any receipt by Sub -Merchant of a subpoena, civil
investigative demand, or similar request for information from a federal, state, or local
government, agency, or entity ("Regulatory Authority") relating to the Services. Sub -Merchant
authorizes T2 to share any information it collects or receives from or about Sub -Merchant with
Processor and Bank.
3, Card Acceptance. Sub -Merchant will honor any valid Card presented for payment by a
person authorized to use the Card or the associated account ("Cardholder"). Sub -Merchant will
only accept Cards for bona fide sales of Sub -Merchant's goods or services to the Cardholder
("Transactions"). Sub -Merchant understands that Transactions may be reversed or returned by
a Cardholder, the Networks, Processor, Bank, or T2 (each a "Chargeback") in accordance with the
Rules. Sub -Merchant agrees (i) to submit only Transactions that comply with this Addendum,
Law, and the Rules; (ii) to submit only Transactions authorized by the Cardholder; (iii) to submit
only a Transaction for the full amount owed by the Cardholder for the Transaction (except where
permitted by Law and the Rules); (iv) not to establish minimum or maximum amounts or
discourage the use of one Network Card over another (except where permitted by Law and the
Rules); (v) not to impose any surcharges in connection with a Transaction (except where
permitted by Law and the Rules). Sub -Merchant will disclose its name and return policy to the
Cardholder. Sub -Merchant is required to obtain an authorization from the Network
("Authorization") prior to submission for each Transaction and include the Authorization when
transmitting each Transaction. Authorizations are not a guarantee of acceptance or payment of
a Transaction, do not waive any provision of this Addendum, and do not validate fraudulent
Transactions or those involving an expired Card. T2 and Processor may refuse to acquire or
process any Transaction that T2 or Processor believes violates this Addendum, the Merchant
Services Agreement, Law, or the Rules. All credits and payments to Sub -Merchant are provisional
and subject to Chargebacks and adjustments in accordance with the Rules. Sub -Merchant will
retain and provide upon request a copy of the sales draft and any other required items for each
completed Transaction in accordance with Law and the Rules. T2 may reverse any Transaction
that violates, or T2 reasonably suspects violates, this Addendum, the Rules, or Law, and any such
reversal is a Chargeback under this Addendum.
4 Card Election. If agreed between the Parties, Sub -Merchant may be a limited -acceptance
merchant, which means that Sub -Merchant has elected to accept Cards from only certain
Networks and/or of only certain types, and Sub -Merchant must display appropriate signage to
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Indicate the same, it applicable. I has no obligation other than those expressly provided under
Law and the Rules as they may relate to limited acceptance. Sub -Merchant is solely responsible
for the implementation of its decision for limited acceptance, including the Network and Card
type(s) accepted at the point of sale. T2 may remove or add Network Cards or Card types that
are available for processing at any time without prior notice. Sub -Merchant may change its
election of Card types, Networks, and Services with at least sixty (60) days' advance written notice
to T2. Sub -Merchant will not seek Authorization for or submit a Transaction for a Card type or
Network that has not been approved by T2.
5. Compliance with Law, the Rules, and this Addendum. In all aspects of Sub -Merchant's use
of the Services, Sub -Merchant agrees to comply and cause all of its employees and agents to
comply with this Addendum, Law, and the Rules, including those relevant to acceptance
guidelines, activity reporting, excessive Chargebacks, anti —money-laundering, and economic
sanctions. Sub -Merchant agrees to cooperate with T2's monitoring of Sub -Merchant's
compliance with this Addendum, Law, and the Rules. T2 may suspend processing Transactions to
investigate suspicious or unusual activity associated with Sub -Merchant, and T2 will have no
liability for any Sub -Merchant losses arising from any such suspension.
6. Settlement Account. Sub -Merchant will maintain an open checking account ("Account") at a
financial institution approved by T2 and Processor that can be accessed through the national
automated clearinghouse ("ACH") system to receive settlement of Transaction funds and process
Chargebacks or other liabilities as required by this Addendum and the Merchant Services
Agreement. Sub -Merchant irrevocably authorizes T2 and/or Processor to debit and/or credit the
Account via ACH to settle any and all fees and other amounts owed between the Parties under
this Addendum or the Merchant Services Agreement, and such authority shall remain in effect
for a period of one hundred and eighty (180) days following termination of this Addendum,
regardless of whether Sub -Merchant has notified T2 of a requested change in the Account
information or the financial institution where the Account is located ("Account Change"). T2 may
terminate or suspend Services if Sub -Merchant fails to maintain an Account with an ACH
authorization. Sub -Merchant will maintain the Account with sufficient cleared funds to meet its
obligations under this Addendum and the Merchant Services Agreement. If Sub -Merchant
requests an Account Change, Sub -Merchant must provide T2 and Processor at least thirty (30)
days prior written notice, which may be approved in T2 or Processor's discretion. The acceptance
by T2 or Processor of Sub -Merchant's closing of an Account in connection with an Account
Change shall not constitute termination of this Addendum. Sub -Merchant is responsible for
providing T2 and Processor with accurate contact, payment, and account information for each
Account. Neither T2 nor Processor are liable for any amounts directed to an account that has
been designated as the Account by any purported representative of Sub -Merchant.
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7. Transaction Processing anci Reporting. Subject to the terms of this Addendum, the Merchant
Services Agreement, Law, and the Rules, T2 or Processor will initiate payment to Sub -Merchant
of the total face amount of each Transaction less any fees or other amounts T2 or Processor are
authorized to deduct or withhold under this Addendum or the Merchant Services Agreement.
The deposit of Transaction funds to the Account discharges T2 and Processor of any settlement
obligation to Sub -Merchant. Sub -Merchant agrees that T2 and Processor have no obligation to
settle funds that are the proceeds of a purported Transaction that violates Law or the Rules.
Unless otherwise agreed to in writing by the Parties, Sub -Merchant shall electronically deliver to
T2 or Processor (as agreed among the Parties) all Transaction records at least every business day.
The preparation and delivery of Transaction records shall constitute an endorsement by Sub -
Merchant of each Transaction, and Sub -Merchant authorizes T2 or Processor to place Sub -
Merchant's endorsement on any Transaction at any time. T2 or Processor shall provide
Transaction information and reports to Sub -Merchant on a daily basis or as otherwise agreed by
the Parties. Sub -Merchant agrees to review all such information and reports. Sub -Merchant
agrees that its failure to report any errors in such information and reports or to notify T2 that
Sub -Merchant has not received any amounts owed to Sub -Merchant within thirty (30) business
days from the date the report or invoice is made available to Sub -Merchant or that receipt of
such funds was due to occur shall constitute Sub -Merchant's acceptance of the same.
& Liabilities, Disputes, and Exception Items. Sub -Merchant is solely responsible for the sale of
its goods and services and any disputes between Sub -Merchant and a Cardholder regarding such
goods and services. Sub -Merchant is liable for all Chargebacks, as well as any other amounts and
related items, including all costs, fees, fines, penalties, and expenses incurred by T2 or Processor
in connection therewith (including those incurred in handling disputes with respect thereto).
Each of T2 and Processor has the right at any time to charge the Account for any Chargeback,
compliance case, other Network action, or any liability or amount owed by Sub -Merchant under
this Addendum or the Merchant Services Agreement. Without limiting the generality of the
foregoing, Sub -Merchant agrees that any operational and/or other Services performed on behalf
of Sub -Merchant, including but not limited to, response to compliance cases, augmentation of
Sub -Merchant data for interchange, transaction stand-in, digital draft storage and retrieval, etc.
shall in no way affect Sub -Merchant's obligations and liability in this Addendum or the Merchant
Services Agreement. Sub -Merchant may instruct T2 or Processor in disputing or defending
Chargebacks as provided in the Rules, and Sub -Merchant will promptly provide any such
instructions to T2 or Processor.
9. Third Party Assessments. Notwithstanding any other provision of this Addendum, Sub -
Merchant shall be responsible for all fees, fines, assessments, penalties, loss allocations, or other
amounts imposed or assessed to Sub -Merchant, T2, Processor, or Bank in connection with this
Addendum by the Networks or other third parties to the extent that such amounts are not the
direct result of the gross negligence or willful misconduct of T2, Processor, or Bank, as applicable.
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In the event that Processor or any third party assesses T2 a cost of funds associated with a
circumstance where Processor, for whatever reason, advances settlement or any amounts
and/or delays the assessment of any fees, Sub -Merchant shall be fully responsible for any portion
of such assessment that is attributable to the Services for Sub -Merchant.
1Q Reserve Account. T2 may, in its sole discretion or at the direction of Processor or Bank,
require that Sub -Merchant fund a deposit account at Bank ("Reserve Account") in an amount as
determined by T2 ("Reserve Minimum") as security for Sub -Merchant's current and future
obligations under this Addendum. Sub -Merchant irrevocably authorizes T2 and Processor to
debit the Account or withhold amounts that would otherwise be paid to the Account for the
purpose of funding, maintaining, or increasing the balance in the Reserve Account if such balance
is ever less than the Reserve Minimum. T2 may, without notice to Sub -Merchant, apply funds in
the Reserve Account against any amounts owed by Sub -Merchant under this Addendum. By
executing this Addendum, Sub -Merchant grants T2 a security interest in the funds held in the
Reserve Account, and T2 may exercise its rights with respect to such security interest without
notice. Sub -Merchant agrees to execute any documents and to perform any other action required
to comply with and perfect the security interest. Sub -Merchant agrees that following termination
of this Addendum any funds remaining in the Reserve Account will not be returned to Sub -
Merchant until one hundred and eighty (180) days following the later of such termination or Sub -
Merchant's last submission of a Transaction. Sub -Merchant will remain liable for all fees or
amounts incurred after any such return of funds.
1L T2 Fees. Sub -Merchant agrees to pay T2 the fees, expenses, and all other amounts set forth
in this Addendum ("Fees"), including the "Fee Schedule," which is attached and incorporated
hereto as Exhibit B. All amounts owed under this Addendum or the Merchant Services Agreement
are due when invoiced or as otherwise directed. Any such amounts not paid when due shall be
charged interest at 1% per month but in no event more than the highest rate permitted by Law.
Unless otherwise mutually agreed in writing by the Parties, T2 agrees not to change any of its
Fees on the Fee Schedule for one (1) year after the Effective Date. Notwithstanding the foregoing,
Sub -Merchant is responsible for payment of any changes or increases in Fees by Processor, Bank,
the Networks, or other third parties ("Pass Through Fees"). In the event that T2 exercises its right
to increase any Fees under this Section (exclusive of any changes in Pass Through Fees), T2 will
provide Sub -Merchant thirty (30) days' advance written notice. If Sub -Merchant does not agree
to any such increases in Fees during this notice period, Sub -Merchant may terminate this
Addendum with thirty (30) days' written notice to T2, during which period T2 shall continue to
charge the existing Fees under the Fee Schedule during the termination and wind -down period.
T2, Processor, and Bank may refuse to provide the Services in the event any of them have not
been paid by Sub -Merchant for the Services contemplated herein.
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DocuSign Envelope ID: 98FEADC5-DABi-40OA-897C-08537SOF9B9A
1Z Klgnt of vttset. Sub -Merchant has no right of offset regarding any amounts Sub -Merchant
may owe T2. T2 may setoff any amounts owed by Sub -Merchant under this Addendum against
(i) any amounts, including Transactions, which T2 would otherwise deposit to the Account or
Reserve Account; (ii) the Account and Reserve Account; (iii) any other amounts T2 may owe Sub -
Merchant under this Addendum; or (iv) against any property of Sub -Merchant in the possession
or control of T2. This right of offset covers, but is not limited to, Chargebacks, disputes, fees, or
any amounts Sub -Merchant owes T2 under this Addendum. Sub -Merchant is responsible for any
costs T2 incurs in connection with collection, in addition to any amounts owed, including
attorneys' fees and expenses, collection agency fees, and any applicable interest on unpaid
amounts.
11 Taxes. Any sales, use, excise or other taxes payable in connection with or attributable to
the Services provided to the Sub -Merchant per this Addendum shall be paid by Sub -Merchant. In
the event T2 is required to pay any such taxes, Sub -Merchant shall immediately reimburse T2 or
T2 may, at T2's sole option, charge the Account or Reserve Account. To the extent Sub -Merchant
is not exempt, T2 or Processor will provide a form 1099-K, as required by Law. Company may, on
behalf of the Internal Revenue Service, collect from Sub -Merchant federal backup withholding
upon Transaction settlement if Sub -Merchant does not supply its legal name or tax identification
number or if it fails to respond to a request from T2 to verify the same.
X Security. Sub -Merchant agrees to implement and maintain security processes in
accordance with generally accepted industry best practices to safeguard the systems it uses to
transmit, process, or store information from unauthorized access or use, and from viruses and
other malicious code. Except as may otherwise be agreed between the Parties through the
execution of an addendum to the Agreement for security -related services, Sub -Merchant is
responsible for complying with any applicable security, use, and storage requirements relating to
Card, Cardholder, or Transaction data ("Sensitive Data") under Law or the Rules, including where
applicable, PCI DSS, the Visa Cardholder Information Security Program, the Mastercard Site Data
Protection Program, and the Visa and Mastercard Data Security Standards. Sub -Merchant agrees
to comply with Law and the Rules governing the confidentiality, use, and disclosure of Sensitive
Data. Sub -Merchant will not retain or store magnetic stripe, Track-2, CVV2, CVC2, or CID data
after Authorization. If Sub -Merchant identifies any actual or suspected unauthorized access of
Sensitive Data in the possession of Sub -Merchant or its agents, or if Sub -Merchant experiences a
breach of its systems, Sub -Merchant must notify T2 immediately, and in all events no later than
forty-eight (48) hours after discovery, and cooperate with T2, Processor, Bank, the Networks, and
Regulatory Authorities in responding to such unauthorized access or breach. Sub -Merchant will
maintain industry best practices regarding business continuity procedures and systems to ensure
security of Sensitive Data.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
356 Audits. Sub -Merchant agrees to cooperate in any audit, examination, or investigation as
may be required by T2, Processor, Bank, the Networks, or a Regulatory Authority; and upon
request and reasonable prior notice, permit T2, Processor, Bank, the Networks, or any Regulatory
Authority to conduct an on -site inspection of Sub -Merchant's premises and examine Sub -
Merchant's books, records, practices, and systems, but only to the extent that each pertains to
compliance with this Addendum, Law, and the Rules. Any audit that is required by Law or the
Rules will be at Sub -Merchant's sole expense. All other audits shall be at T2's expense. T2 and
any other applicable entities shall have the right to retain a third party to perform any audit. Sub -
Merchant agrees to implement any changes identified pursuant to an audit necessary to
remediate or prevent any violation of Law or the Rules. If T2, in its discretion, determines that
there is a need for an audit regarding a potential violation of Law or the Rules, T2 may withhold
payment of amounts owed to Sub -Merchant without penalty pending completion of the audit. If
it is determined that there has been a violation of Law or the Rules relating to this Addendum or
Transactions hereunder, T2 may withhold payment of amounts owed to Sub -Merchant for a
reasonable amount of time in an amount equal to the costs, fees, and expenses incurred by T2 in
investigating and resolving the same and for any damages incurred by T2.
la Title to the Services. Sub -Merchant agrees it is acquiring only a nontransferable, non-
exclusive right to use the Services. T2 shall at all times retain exclusive title to the Services,
including without limitation, any materials delivered to Sub -Merchant hereunder and any
invention, development, product, trade name, trademark, service mark, software program, or
derivative thereof, developed in connection with providing the Services or during the term of this
Addendum.
17. Use of Network Marks and Other Marks. Sub -Merchant agrees that the Networks are the
sole and exclusive owners of their respective trademarks and other materials protected by
intellectual property laws ("Network Marks"). Sub -Merchant's use of the Network Marks and
related materials must comply with Law and the Rules. At any time and without prior notice, the
Networks may require a change in or prohibit Sub -Merchant's use of the Network Marks and
related materials. T2, Processor, and Bank are the sole and exclusive owners of their respective
trademarks, marks, and logos, and Sub -Merchant's use of such marks must comply with this
Addendum and Law, and any policies and written instructions provided to Sub -Merchant. Sub -
Merchant's right to use the Network Marks and, if applicable, T2's, Processor's, and Bank's marks,
will cease upon termination of this Addendum, and Sub -Merchant agrees not to contest the
ownership of all such marks for any reason.
IR Prohibited Practices. Sub -Merchant agrees it will not (i) require a Cardholder to complete
a postcard or similar device that includes the Cardholder's account number, Card expiration date,
signature, or any other Card account data in plain view when mailed; (ii) add any tax to a
Transaction, unless expressly required by Law (any such tax amount must be included in the
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-41DOA-897C-085371301`9139A
I ransactlon amount and not collectea separately); (iii) request or use an account number for any
purpose other than as payment for its goods or services; (iv) disburse funds in the form of
travelers checks if the sole purpose is to allow the Cardholder to make a cash purchase of goods
or services from Sub -Merchant; (v) disburse funds in the form of cash unless Sub -Merchant is
dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such
case, the Transaction amount is limited to the value of the travelers checks, TravelMoney cards,
or foreign currency, plus any commission or fee charged by the Sub -Merchant), or Sub -Merchant
is participating in a cash back service; (vi) resubmit any Transaction that was previously the
subject of a Chargeback, irrespective of Cardholder approval; (vii) accept a Card to collect or
refinance an existing debt (except as expressly permitted by the Rules); or (viii) submit a
Transaction that represents collection of a dishonored check.
19 Recurring Transactions. For any recurring Transactions, Sub -Merchant must comply with
Law and the Rules, and must, at a minimum, (i) provide the Cardholder with written
documentation specifying the frequency of the recurring charges, the duration of time during
which such charges may be made, and the amount or range of amounts that may be charged; (ii)
obtain the Cardholder's prior written consent to charge the Cardholder on such recurring basis;
(iii) retain this consent, including evidence of having provided such documentation; and (iv) notify
the Cardholder that he or she may cancel the recurring charges at any time. For each Cardholder,
Sub -Merchant must retain such written consent for at least 24 months from the date Sub -
Merchant submits the last recurring billing charge.
20: Term. The term of this Addendum commences on the Effective Date and shall continue for
an initial term of three (3) years ("Initial Term"), and will renew for successive twelve (12) month
periods ("Renewal Terms"), unless terminated pursuant to the provisions of this Addendum. The
Initial Term and Renewal Terms shall be referred to herein collectively as the "Term". The Term
will terminate immediately in the event that the Agreement is terminated.
21 City's Fund Availability. Financial obligations of the City payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this Agreement contemplates the City using state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
22. Termination. For breaches of a material term or condition of this Addendum, either Party
may terminate this Addendum for any such breach that is not cured within thirty (30) days of
receipt of written notice of such breach. In addition, T2 may in its sole discretion suspend or
terminate this Addendum or immediately cease providing the Services, without prior notice, if:
(a) Sub -Merchant fails to pay any amount to T2 when due or fails to maintain a valid Account;
(b) The provision of Services to Sub -Merchant is a violation of Law or the Rules;
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Agreement Professional Services
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(c) Suo-Merchant nas violatea or is likely to violate Law or the Rules;
(d) T2 is required to do so by Processor, Bank, any Network, or any Regulatory Authority;
(e) T2's agreement with Processor or Member Bank terminates, or Processor otherwise
discontinues providing services to T2 or Sub -Merchant, including termination of the
Merchant Services Agreement;
(f) T2 is deregistered by any Network;
(g) Processor or Bank ceases to be a member of the Networks or to have the required
licenses;
(h) Sub -Merchant is the subject of any bankruptcy or insolvency, or makes an assignment for
the benefit of its creditors;
(i) Any of Sub -Merchant's representations and warranties contained in this Addendum or
the Merchant Services Agreement is inaccurate in any material respect; or
0) Sub -Merchant, for any reason, discontinues using the Services (except as may be
specifically permitted by this Addendum) for a period of thirty (30) days.
If this Addendum is terminated for any reason, Sub -Merchant's obligations regarding any
Transactions accepted for processing will survive termination, and any amounts owed by Sub -
Merchant to T2 will become immediately due and payable. Sub -Merchant authorizes T2 to debit
such amounts from the Account or Reserve Account, and if the funds in such accounts are
insufficient, Sub -Merchant agrees to immediately pay any remaining amounts owed. All existing
obligations, warranties, indemnities, and agreements with respect to Transactions entered into
before such termination shall remain in full force and effect and Sub -Merchant shall remain liable
for all obligations under this Addendum. Sub -Merchant acknowledges that T2 is required under
the Rules to report to the Networks when it terminates agreements with sub -merchants under
certain conditions, and Sub -Merchant consents to such reporting, if applicable. Sub -Merchant
agrees that T2 will have no liability for damages or alleged harm resulting from such reporting.
23. Representations and Warranties. Sub -Merchant represents and warrants during the Term of
this Addendum that (i) Sub -Merchant and the signatory executing this Addendum have the full
power and authority to execute, deliver, and perform this Addendum; (ii) this Addendum is
binding and enforceable against Sub -Merchant, and no provision requiring Sub -Merchant's
performance is in conflict with its obligations under any agreement to which Sub -Merchant is a
party; (iii) Sub -Merchant has never entered into a payment processing agreement with a third
party that has been terminated by that third party; (iv) Sub -Merchant is duly organized,
authorized, and in good standing under Law; (e) Sub -Merchant has not been placed and is not
listed on the MATCH List; and (f) all information supplied by a Sub -Merchant to T2 in connection
with this Addendum is accurate, truthful, and complete.
24L Binding on Successors; Assignment. This Addendum shall be binding upon and inure to the
benefit of the Parties and their respective successors, transferees, and assignees. Neither this
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Agpencium nor any interest nerein may directly or indirectly be transferred or assigned by either
Party, in whole or in part, without the prior written consent of the other Party. Sub -Merchant will
remain liable for any amounts owed under this Addendum after an unauthorized transfer or
assignment by Sub -Merchant, even if T2 continues to provide Services to such transferee or
assignee. This Addendum is for the benefit of, and may be enforced only by, T2 and Sub -Merchant
and their respective successors and permitted transferees and assignees, and is not for the
benefit of, and may not be enforced by, any third party.
25. Waiver of Jury/Class Action. To the fullest extent permitted by Law, Sub -Merchant waives
any and all rights to a jury trial or class action litigation with respect to any dispute arising under
this Addendum or in connection herewith.
26. Indemnification. To the extent authorized by law, in addition to and without limiting any
indemnification obligations contained in the Agreement, Sub -Merchant agrees to indemnify,
defend, and hold T2 and its directors, officers, employees, affiliates, and agents harmless from
and against any and all proceedings, losses, costs, expenses, claims, demands, damages, and
liabilities (including attorneys' fees and costs, and collections costs) resulting from or otherwise
arising out of (i) Sub -Merchant's or its directors', officers', employees', affiliates', and agents' use
of the Services or acts or omissions in connection with the Services; (ii) any infiltration, hack,
breach, or access violation of Sub -Merchant's systems, including any access to Card, Cardholder,
or Transaction data; and (iii) Sub -Merchant's or its directors', officers', employees', affiliates', and
agents' breach of this Addendum or violation of Law orthe Rules. This indemnification will survive
the termination of this Addendum. The procedures for indemnification set forth in the
Agreement shall apply to any indemnification obligation under this paragraph.
27. Use of Third Party Agents. Sub -Merchant may contract with third party agents ("TPAs") to
perform any or all of Sub -Merchant's duties and requirements under this Addendum, except for
any duty or requirement that must be performed by Sub -Merchant under Law or the Rules. Sub -
Merchant must provide Company written prior notice of its use of any TPA, which shall be subject
to T2's approval. Sub -Merchant will remain solely liable for any non-compliance or breach of this
Addendum, Law, or the Rules by a TPA.
2EL Additional Services; Equipment. If Sub -Merchant elects to receive additional services from
T2, including those related to data security or the rental or purchase of any equipment, Sub -
Merchant and T2 shall execute separate addenda to the Agreement governing such services.
29. Controlling Documents. This Addendum (including all addenda and schedules and exhibits
hereto and all documents and materials referenced herein) supersedes any and all other
agreements, oral or written, between the Parties hereto with respect to the subject matter
hereof, and sets forth the complete and exclusive agreement between the Parties with respect
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to the services. it tnere is a conflict between this Addendum and an addendum, schedule, or
exhibit attached hereto or subsequently executed by the Parties, the addendum, schedule, or
exhibit shall control. If there is a conflict or inconsistency between the Rules and this Addendum,
the Rules shall prevail or govern to the fullest extent permitted by Law. If there is a conflict
between this Addendum and the Merchant Services Agreement, the Merchant Services
Agreement shall prevail.
30. Survival. Any right, obligation, or provision under this Agreement that, by its description or
nature, should survive termination of this Addendum, will survive the termination of this
Addendum, including but not limited to the terms set forth in Sections 3, 5, 6, 7, 8, 9, 10, 11, 12,
15, 17, and 25.
3L Modification of Addendum. Except as provided herein, this Addendum, including any
schedule or exhibit hereto, may only be modified or amended by an instrument in writing signed
by each Party hereto.
32 Headings and Construction. Headings in this Addendum are inserted for convenience only
and will not affect the interpretation of any provision. Each Party acknowledges and agrees that
the limitations and exclusions contained in this Addendum have been the subject of active and
complete negotiation between the Parties and represent their voluntary agreement. The Parties
agree such agreement shall not be construed in favor of or against any Party by reason of the
extent to which any Party participated in the preparation of this document.
33. Counterparts. The parties agree that electronic signatures will have the same legal effect as
original (i.e., ink) signatures and that an electronic, scanned, facsimile, or duplicate copy of such
signatures may be used as evidence of execution. This Addendum may be executed and delivered
in counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
34, Facsimile Deemed Original. Sub -Merchant and T2 agree that any facsimile or other copy of
this Addendum evidencing the execution by both parties shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Addendum by a duly authorized
representative thereof to be effective as of the date set forth above.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4DOA-897C-08537BOF9B9A
TZ SYSTEMS, INC. CITY OF ASPEN
P noouaiamil by:
Per:
Name: Joe Weiler Name:
Title: VP, Sales Operations Title:
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
txnlblt A
MERCHANT SERVICES AGREEMENT FOR SUB -MERCHANTS
This MERCHANT SERVICES AGREEMENT FOR SUB -MERCHANTS ("Agreement") is made among
WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH
45249-1384 and its designated Member Bank (collectively "Acquirer") and City of Aspen ("Sub -
merchant") in connection with the agreement between Sub -merchant and PF ("Provider"). Acquirer will
provide Sub -merchant with certain payment processing services ("Services") in accordance with the terms
of this Agreement. In consideration of Sub -merchant's receipt of credit or debit card funded payments,
and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A.
Inc. ("VISA"), Discover ("Discover"), and certain similar entities (collectively, "Associations), Sub -merchant
is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit
and debit card payments. In addition, if Sub -merchant meets certain requirements under the Operating
Regulations or an Association or the Operating Regulations otherwise require, Sub -merchant may be
required to enter into a direct relationship with an entity that is a member of the Associations. By
executing this Agreement, Sub -merchant has fulfilled such requirement. However, Acquirer
understands that Sub -merchant may have contracted with Provider to obtain certain processing
services and that Provider may have agreed to be responsible to Sub -merchant for all or part of
Sub -merchant's obligations contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
contained herein, the parties agree as follows:
1. Certain Sub -merchant Responsibilities. Sub -merchant agrees to comply, and to cause
third parties acting as Sub -merchant's agent ("Agents") to comply, with the Association's and
other payment network's by-laws, operating regulations and/or all other rules, policies and
procedures, including but not limited to the Payment Card Industry Data Security Standard, the
VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program,
and any other program or requirement that may be published and/or mandated by the
Associations or payment networks (collectively "Operating Regulations"). Sub -merchant may
review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard, American
Express and Discover regulations. The websites are: http://usa.visa/merchants/ and
**********.mastercard/us/merchant/, ***.americanexpress.com, and
**********.discovernetwork/merchants/. Sub -merchant also agrees to comply with all
applicable state, federal, and local laws, rules, and regulations ("Laws"). Without limiting the
foregoing, Sub -merchant agrees that it will fully comply with any and all anti -money laundering
laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office
of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section,
Agents include, but are not limited to, Suh-merchant's software providers and/or equipment
providers.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB14DOA-897C-08537BOF9B9A
It appropriately Indicated in sut)-mercnant-s agreement with Provider, Sub -merchant may be a
limited -acceptance merchant, which means that Sub -merchant has elected to accept only certain
Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards)
and must display appropriate signage to indicate the same. Acquirer has no obligation other than
those expressly provided under the Operating Regulations and applicable law as they may relate
to limited acceptance. Sub -merchant, and not Acquirer, will be solely responsible for the
implementation of its decision for limited acceptance, including but not limited to policing the
card type(s) accepted at the point of sale.
Sub -merchant shall only complete sales transactions produced as the direct result of bona fide
sales made by Sub -merchant to cardholders, and is expressly prohibited from presenting sales
transactions which are produced as a result of sales made by any person or entity other than Sub -
merchant, or for any purposes related to any illegal or prohibited activity, including but not
limited to money-laundering or financing of terrorist activities.
Sub -merchant may set a minimum transaction amount to accept a card that provides access to a
credit account, under the following conditions: i) the minimum transaction amount does not
differentiate between card issuers; ii) the minimum transaction amount does not differentiate
between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction
amount does not exceed ten dollars (or any higher amount established by the Federal Reserve).
Sub -merchant may set a maximum transaction amount to accept a card that provides access to
a credit account, under the following conditions: Sub -merchant is a i) department, agency or
instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S.
government; or iii) Sub -merchant whose primary business is reflected by one of the following
MCCs: 8220, 8244, 8249 —Schools, Trade or Vocational; and the maximum transaction amount
does not differentiate between MasterCard, Visa, or any other acceptance brand.
2. Sub -merchant Prohibitions. Sub -merchant must not (i) require a cardholder to complete
a postcard or similar device that includes the cardholder's account number, card expiration date,
signature, or any other card account data in plain view when mailed; (ii) add any tax to
transactions, unless applicable law expressly requires that a Sub -merchant impose a tax (any tax
amount, if allowed, must be included in the transaction amount and not collected separately);
(iii) request or use an account number for any purpose other than as payment for its goods or
services; (iv) disburse funds in the form of travelers checks if the sole purpose is to allow the
cardholder to make a cash purchase of goods or services from Sub -merchant; (v) disburse funds
in the form of cash unless Sub -merchant is dispensing funds in the form of travelers checks,
TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the
value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or
fee charged by the Sub -merchant), or Sub -merchant is participating in a cash back service; (vi)
submit any transaction receipt for a transaction that was previously charged back to the Acquirer
and subsequently returned to Sub -merchant, irrespective of cardholder approval; (vii) accept a
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DAB1-4DOA-897C-08537BOF9B9A
visa consumer credit cars or commercial Visa product issued by a U.S. issuer to collect or
refinance an existing debt; (viii) accept a card to collect or refinance an existing debt that has
been deemed uncollectable; or (ix) submit a transaction that represents collection of a
dishonored check. Sub -merchant further agrees that, under no circumstance, will Sub -merchant
store cardholder data in violation of the Laws or the Operating Regulations including but not
limited to the storage of track-2 data. Neither Sub -merchant nor its Agent shall retain or store
magnetic -stripe data subsequent to the authorization of a sales transaction.
3. Settlement. Upon receipt of Sub -merchant's sales data for card transactions, Acquirer will
process Sub -merchant's sales data to facilitate the funds transfer between the various
Associations and Sub -merchant. After Acquirer receives credit for such sales data, subject to the
terms set forth herein, Acquirer will fund Sub -merchant, either directly to the Sub -merchant -
Owned Designated Account or through Provider to an account designated by Provider ("Provider
Designated Account"), at Acquirer's discretion, for such card transactions. Sub -merchant agrees
that the deposit of funds to the Provider Designated Account, if applicable, shall discharge
Acquirer of its settlement obligation to Sub -merchant, and that any dispute regarding the receipt
or amount of settlement shall be between Provider and Sub -merchant. Acquirer will debit the
Provider Designated Account for funds owed to Acquirer as a result of the Services provided
hereunder, provided that Acquirer may also debit Sub -merchant's designated demand deposit
account ("Sub -merchant -Owned Designated Account") upon receipt of such account information
from Sub -merchant or Provider, or if Acquirer deposits settlement funds into the Sub -merchant
-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is
charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or
otherwise unacceptable, the amount of such transaction may be charged back and debited from
Sub -merchant or Provider.
4. Term and Termination. This Agreement shall be binding upon Sub -merchant upon Sub -
merchant's execution. The term of this Agreement shall begin, and the terms of the Agreement
shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this
Agreement by issuing a merchant identification number, and shall be coterminous with
Provider's agreement with Sub -merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or
terminate this Agreement without notice if (i) Sub -merchant or Provider fails to pay any amount
to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub -merchant or
Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that
Sub -merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv)
Acquire determines Sub -merchant poses a financial or regulatory risk to Acquirer or an
Association, (v) Acquirer's agreement with Provider terminates, (vi) any Association deregisters
Provider, (vii) Acquirer ceases to he a member of the Associations or fails to have the required
licenses, or (viii) Acquirer is required to do so by any of the Associations.
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABS-4DOA-897C-08537BOF9B9A
5. Lllmlts of Llabllllty. Sub -merchant agrees to provide Acquirer, via a communication with
Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice
will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged
breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub -
merchant and a waiver of any and all rights to dispute such breach.
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS
ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub -merchant's sole and
exclusive remedy for any and all claims against Acquirer arising out of or in any way related to
the transactions contemplated herein shall be termination of this Agreement. In the event that
Sub -merchant has any claim arising in connection with the Services, rights, and/or obligations
defined in this Agreement, Sub -merchant shall proceed against Provider and not against
Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall
Acquirer have any liability to Sub -merchant with respect to this Agreement or the Services. Sub -
merchant acknowledges Acquirer is only providing this Agreement to assist in Provider's
processing relationship with Sub -merchant, that Acquirer is not liable for any action or failure to
act by Provider, and that Acquirer shall have no liability whatsoever in connection with any
products or services provided to Sub -merchant by Provider. If Provider is unable to provide its
services to Sub -merchant in connection with this Agreement and Acquirer elects to provide those
services directly, Sub -merchant acknowledges and agrees that the provisions of this Agreement
will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement,
which would be provided to Sub -merchant, will govern Acquirer's relationship with Sub -
merchant. If Provider subsequently provides its services to Sub -merchant in connection with this
Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and
this Agreement will govern Acquirer's relationship with Sub -merchant.
6. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to
the laws of the State of Colorado without regard to conflicts of law provisions. This Agreement
may not be assigned by Sub -merchant without the prior written consent of Acquirer. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, transferees and assignees. This Agreement is for the benefit of, and may
be enforced only by, Acquirer and Sub -merchant and is not for the benefit of, and may not be
enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub -merchant
in accordance with Acquirer's standard operating procedure. If any provision of this Agreement
is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect
any of the remaining provisions and this Agreement will be construed as if such provision is not
contained in the Agreement "Member Bank" as used in this Agreement shall mean a memberof
VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in
connection with this Agreement. As of the commencement of this Agreement, Member Bank
shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The
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Agreement Professional Services
DocuSign Envelope ID: 98FEADC5-DABI-4DOA-897C-08537BOF9B9A
Member hank Is a party to this Agreement. fhe Member Bank may be changed, and its rights and
obligations assigned to another party by Acquirer at any time without notice to Sub- merchant.
IN WITNESS WHEREOF, this Agreement has been executed by Sub -merchant's authorized officer
as of the date set forth below.
SUB -MERCHANT:
By:
Name:
Title:
Date:
Address:
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Agreement Professional Services