HomeMy WebLinkAboutresolution.council.127-15PAY STATION RENTAL AGREEMENT
This PAY STATION RENTAL AGREEMENT (this "Agreement") is entered into as of the
Effective Date (as defined herein) by and between CALE AMERICA INC., a Delaware
corporation having its principal place of business located at 13808 Monroes Business Park,
Tampa, FL 33635 ("Cale"), and the City of Aspen, having its principal place of business located
at 130 S. Galena Street, Aspen, CO 81611 (the "OOverator").
A. Cale is engaged in the business of rental, leasing, selling and servicing multi -space
parking meter pay stations ("Pay Stations'), and providing related services and supplies
for those Pay Stations.
B. The Operator desires to rent Pay Stations from Cale, and to engage Cale to provide
services and/or supplies for such Pay Stations, on the terms and conditions set forth in
this Agreement.
Terms and Conditions
For the reasons described above, in consideration of the mutual promises and covenants set forth
in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged by the parties, Cale and the Operator hereby agree as follows:
Pay Station Orders. The Operator may order Pay Stations from Cale from time to time
during the term of this Agreement by delivering a Pay Station Order in the form attached
hereto as Exhibit A (a "Pay Station Order').
2. Rental of Pay Stations. If the Operator delivers a Pay Station Order selecting the Rental
Package, Cale shall rent to the Operator the Pay Stations specified on the Pay Station
Order (the "Rented Pay Stations"), for the term specified in the Pay Station Order and at
prices set forth on Exhibit A.
3. Delivery. Installation and Configuration of Pay Stations. Cale shall deliver the Pay
Stations ordered by the Operator to the location(s) specified by the Operator, and shall
install the Pay Stations on prepared ground with the configuration described on Exhibit B.
Cale shall not be responsible for any ground preparation, unless otherwise contracted for
these services. Cale shall use commercially reasonable efforts to install all Pay Stations in
a good and workmanlike manner and in compliance with industry standards. The Operator
is solely responsible for determining and directing Cale to install the Pay Stations in
locations that comply with any and all Operator, State and federal ordinances, statutes,
laws regulations and encroachment requirements applicable to the installation of the Pay
Stations within the public right-of-way.
4. Software License. Cale hereby grants to the Operator a non -transferable license to use the
computer software and related materials embedded in the Pay Stations, or otherwise made
available by Cale in conjunction with the use or maintenance of the Pay Stations, whether
proprietary to Cale or a third party (the "Licensed Programs"), solely to the extent
necessary to operate, maintain or repair the Pay Stations rented or purchased by the
Operator pursuant to this Agreement. Cale (or Cale Systems, Inc., as applicable) shall
remain the sole owner of all rights with respect to the Licensed Programs. The Operator
agrees (a) not to reverse engineer, copy or distribute the Licensed Programs, (b) not to
remove any copyright, trade secret or other proprietary protection legends or notices from
the Licensed Programs, and (c) to notify Cale immediately of any unauthorized possession,
use or knowledge of the Licensed Programs of which the Operator is aware.
5. Cale Web Office (CWO) Package. Cale's CWO Package is available and includes the
services described on Exhibit A. The Operator may purchase the optional CWO Package
with respect to any Pay Stations rented or purchased hereunder, for the price described on
Exhibit A.
6. Receipt Paper, Optional Equipment and Snare Parts. The Operator may purchase receipt
paper, and optional equipment and spare parts for the Pay Stations from Cale for the prices
set forth on Exhibit A at any time during the rental term, subject in all respects to price
changes permitted by Section 9 below. All spare parts shall be readily available from a
Cale local warehouse. If the local warehouse is temporarily out of any spare part, the
spare part shall be available within three (3) business days after request. Cale -certified or
other compatible receipt paper must be utilized in the Purchased Pay Stations to secure the
general warranty and any maintenance requirements of Cale with respect to the printer.
Training. Cale shall provide, at no additional cost, initial training at a location designated
by the Operator to allow the Operator to develop expertise in the maintenance and repair
of the Pay Stations and the use of CWO Package software (if applicable) including, but not
limited to (a) parts installation, (b) maintenance, (c) troubleshooting repairs, (d)
operations, (e) collections, (f) enforcement and (g) preventative maintenance. Cale shall
provide a thorough outline of the training content and provide a training schedule for both
software and hardware. Any additional training requests beyond the training offered
above will be billed at rates outlined in Exhibit E attached hereto.
8. Manuals. Cale shall provide to the Operator electronic (PDF) copies of all operating
manuals for the Pay Stations and any user manuals associated with the CWO Package (if
applicable). Manuals are also available on the secure portion of Cale's website.
9. Payment Terms. The payment terms for the Pay Stations are described in Exhibit A. Cale
shall provide the Operator with invoices each month showing the calculation of the
amounts to which Cale is entitled for the preceding month. The Operator shall pay the
amount of such invoices to Cale within thirty (30) days after the date of such invoice. Any
delinquent payments hereunder shall bear interest at a rate equal to the lesser of (a) one
and one-half percent (1'/z %) per month or (b) the maximum lawful rate under Florida law.
10. Freight. In addition to any other amounts payable by the Operator hereunder, the Operator
shall pay all freight charges for Pay Stations or parts delivered to the Operator hereunder.
Cale shall charge its actual cost for freight and handling.
11. Sales Tax. In addition to any other amounts payable by the Operator hereunder, the
Operator shall pay all sales, use, value-added and other similar taxes, however designated,
which are levied or imposed by any state, county or other jurisdiction upon the Pay
Stations or the Licensed Programs, or upon the services or payments hereunder (unless the
Operator can establish to the reasonable satisfaction of Cale that it is exempt from any
such taxes).
12. Cancellation Fees. If the Operator delivers and subsequently cancels a Pay Station Order,
the Operator shall be responsible for any documented cancellation charges or restocking
fees payable by Cale to the manufacturer of the Pay Station or other Cale vendor.
13. Ownership of Pay Stations.
13.1 Rented Pay Stations. All Rented Pay Stations provided by Cale to the Operator
hereunder shall at all times remain the property of Cale. The Operator shall not
remove any labels identifying the Rented Pay Stations as being owned by Cale,
and will take all actions necessary and as reasonably requested by Cale to ensure
that the Rented Pay Stations will not be subject to any liens in favor of the
Operator or the Operator's creditors or landlord. The Operator shall provide Cale
with such access to the Rented Pay Stations during normal business hours as Cale
may request from time to time for purposes of inspecting the Rented Pay Stations.
The Operator hereby authorizes Cale to file any statements, including UCC
financing statements and continuation statements, to confirm Cale's ownership of
the Rented Pay Stations in the public record. The Operator shall be responsible
for all damage to the Rented Pay Stations prior to the buyout or return of the
Rented Pay Stations to Cale.
13.2 Purchase Option. Operator will have the option to purchase the pay stations
outright at the end of the rental period as described in Exhibit F.
14. Maintenance of Pay Stations. The Operator shall be responsible for maintaining the Pay
Stations in accordance with the maintenance guidelines attached as Exhibit D (the
"Maintenance Requirements"). During training, Cale shall certify one or more of the
Operator's personnel to perform maintenance of the Pay Stations. The Operator shall not
make any alterations, additions or improvements to the Pay Stations without the prior
written consent of Cale.
15. Return of Rented Pay Stations. In the event this Agreement is terminated for any reason
prior to the expiration of the initial term, as described in Section 19.1 below, the Operator
shall promptly return the Rented Pay Stations (to the extent not previously purchased by
the Operator) to Cale in the same condition as received, ordinary wear and tear excepted.
16. Warranties by ale.
16.1 General Parts Warranty. During the General Warranty Period (as defined below),
Cale shall repair and/or replace, at no additional cost to the Operator, any part or
modular component of the Pay Station determined to be defective in material or
workmanship under normal use and service (the "General Warranty"). The
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Operator shall cooperate with Cale in any effort to pursue a claim with the
manufacturer of a defective part. The "General Warranty Period" for each Pay
Station purchased or rented hereunder shall begin on the earlier of (a) twelve (12)
months following_installation of the Pay Station or (b) thirteen (13) months
following the date of delivery of the Pay Station to the Operator. The General
Warranty for any replacement part will run concurrently and terminate with the
remaining warranty period.
16.2 Software Warranty. Cale warrants that the Licensed Programs will conform to
Cale's specifications in effect on the date of delivery to the Operator for the
period specified in Cale's Parking Systems Price List. Cale shall make reasonable
efforts to maintain the Licensed Programs and provide error corrections as
necessary to so that the Licensed Programs conform to Cale's specifications, but
Cale shall not be required to provide new features or new versions of the Licensed
Programs. In no event shall Cale have any responsibility to correct any database
errors or any errors or damage caused by or arising out of hardware defects (other
than defects in the Rented Pay Stations) or input errors or resulting from changes
to or modifications of the Licensed Programs made by the Operator or any other
user. Cale warrants that it has full and complete authority to grant the Operator
use of the Licensed Programs and Pay Stations pursuant to this Agreement. Cale
shall defend, indemnify and hold the Operator, its elected officials, officers and
employees free and harmless with respect to any and all claims and liabilities
arising out of actual or alleged proprietary infringement as a result of Operator's
proper use of the Licensed Programs, and/or rental, purchase or use of the Pay
Stations.
16.3 Extended Warranty for Rented Pay Stations. The General Warranty Period for
the Rented Pay Stations shall continue until the termination of the rental for each
such Pay Station.
16.4 Optional Extended Warranty. At the end of the General Warranty period, all pay
stations shall be eligible for enrollment in Cale's PartSmart parts exchange
program for an agreed-upon, fixed monthly fee per meter based on parts useage
history, transaction volumes, configuration, environment and market rates.
16.5 Limitations on Warranties. Notwithstanding anything to the contrary contained in
this Section 16,
(a) due to the nature of the General Warranty (i.e., Cale's provision of
replacement parts for installation by the Operator), and the fact that Cale
does not have a reasonable means of tracking the individual Pay Station
from which any party requiring replacement was pulled, the Operator must
elect either to have all of its Pay Stations covered by a warranty from Cale
or none of its Pay Stations covered by such a warranty;
(b) the General Warranty for the printer component of any Pay Station shall
be limited to ninety (90) days if the Operator uses receipt paper that was
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not purchased from Cale or, if purchased from a third party, is not
compatible with the printer;
(c) the warranty for the main battery used in the Pay Stations shall not extend
for more than twelve (12) months following installation;
(d) Cale shall not provide warranty coverage for damage due to accident,
neglect, misuse, abuse or natural disasters..-?
(e) Cale's General Warranty does not include the cost of Cale's labor;
(f) Cale's warranty shall be voided by (i) use of non -Cale replacement parts,
(ii) unauthorized additions to the Pay Stations, (iii) unauthorized
alterations to the Pay Stations, (iv) service to the Pay Stations performed
by personnel who are not certified by Cale to perform such service, or (v)
failure to maintain the Pay Stations in accordance with the Maintenance
Requirements.
16.6 Disclaimer of Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH
IN THIS SECTION 16, CALE MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE,
DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE OF THE PAY STATIONS OR THE
LICENSED PROGRAMS. CALE'S SOLE RESPONSIBILITY AND
LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE, AT
CALE'S OPTION, A DEFECTIVE PRODUCT.
16.7 Wireless Data Transmission Matters Pertaining to the CWO Service. THE
OPERATOR HAS NO CONTRACTUAL RELATIONSHIP WITH CALE'S
WIRELESS SERVICE CARRIER(S) AND THE OPERATOR IS NOT A THIRD
PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CALE AND ITS
CARRIER(S). THE OPERATOR UNDERSTANDS AND AGREES THAT
THE CALE'S CARRIER(S) HAS NO LIABILITY OF ANY KIND TO THE
OPERATOR, WHETHER FOR BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THE
OPERATOR HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO
IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE
CHANGED. THE OPERATOR UNDERSTANDS THAT CALE AND ITS
CARRIER(S) CANNOT GUARANTEE THE SECURITY OF WIRELESS
TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF
SECURITY RELATING TO THE USE OF THE SERVICES. THE OPERATOR
MAY NOT RESELL THE WIRELESS SERVICE TO ANY OTHER PARTY.
17. Insurance.
17.1 General Liability Insurance. Throughout the term of this Agreement, each of Cale
and the Operator shall maintain a policy of general comprehensive public liability
and property damage insurance with a limit of not less than $1,000,000 for each
occurrence and a general aggregate limit (if any) of not less than $3,000,000.
Each party shall be named as an additional insured and loss payee under the
policy of the other.
17.2 Worker's Compensation Insurance. Throughout the term of this Agreement, each
of Cale and the Operator shall maintain worker's compensation insurance as
required by all applicable laws.
17.3 Property Insurance. Throughout the term of this Agreement, the Operator shall
maintain property insurance to insure the Rented Pay Stations while under the
Operator's care, custody or control, in an amount at least equal to the replacement
value of the Rented Pay Stations.
17.4 Evidence of Insurance. At any time during the term of this Agreement, either
party shall famish to the other, upon request, satisfactory evidence that such party
is in compliance with the requirements of this Section 17.
17.5 Self -Insurance. Either party may fulfill its obligations under Sections 17.1 and
17.3 through an established program of self-insurance (for claims in amounts of
$100,000 or less) and an umbrella policy that meets the minimums set forth above
with a deductible of not more than $100,000 per occurrence and $300,000
annually.
18. Indemnification.
18.1 To the extent allowed by law, the Operator shall indemnify Cale and its officers,
directors, employees and agents, and their respective successors and assigns,
from, against and in respect of, any liability, loss, cost, damage, expense or
payment, including reasonable attorneys' fees and expenses, incurred or suffered
by such person with respect to any and all claims, controversies, legal actions and
proceedings brought by or on behalf of any third party arising out of or in any
way related to the Operator's negligent use or maintenance of the Pay Stations, or
Operator's use or maintenance of the Pay Stations in a manner prohibited by this
Agreement (except to the extent caused by the defective design or installation of
the Pay Stations, or the negligence or willful misconduct of Cale or its employees,
agents or independent contractors).
18.2 Cale shall defend, indemnify and hold harmless the Operator and its officers,
directors, employees and agents, and their respective successors and assigns,
from, against and in respect of, any liability, loss, cost, damage, expense or
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payment, including reasonable attorneys' fees and expenses, incurred or suffered
by such person with respect to any and all claims, controversies,.legal actions and
proceedings brought by or on behalf of any third party arising out of or in any
way related to the defective design or installation of the Pay Stations, or the
negligence or willful misconduct of Cale or its employees, agents or independent
contractors in connection with the performance of this Agreement.
18.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, (1) IN NO EVENT SHALL CALE BE LIABLE TO THE
OPERATOR OR ANY THIRD PARTY FOR ANY ENVIRONMENTAL,
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, ANY DELAY DAMAGES, LOST
OPPORTUNITY DAMAGES, LOST DATA OR LOST PROFITS) IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE
EXISTENCE, FURNISHING OR THE OPERATOR'S USE OF THE PAY
STATIONS OR THE LICENSED PROGRAMS, and (2) IN NO EVENT SHALL
CALE'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES
OR EXPENSES ARISING UNDER THIS AGREEMENT OR WITH RESPECT
TO ANY PAY STATIONS OR LICENSED PROGRAMS FURNISHED
HEREUNDER EXCEED THE LESSER OF THE. AGGREGATE AMOUNTS
PAID TO CALE BY THE OPERATOR HEREUNDER, OR ONE MILLION
DOLLARS ($1,000,000). THIS SECTION 18.3 SHALL NOT APPLY TO
CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE FOR
WHICH CALE IS REQUIRED TO INDEMNIFY THE OPERATOR
PURSUANT TO SECTION 18.2 ABOVE.
18.4 The provisions of this Section 18 shall survive the expiration or termination of
this Agreement for any reason.
19. Term and Termination.
19.1 The initial rental term of this Agreement shall begin on or about December 1,
2014 and shall continue for thirteen (13) months from the Installation Date, unless
terminated earlier pursuant to this Section 19. The Operator shall have the right
to extend the rental term of this Agreement on a month-to-month basis by
providing Cale with written notice of its desire to extend the term (a "Renewal
Notice") at least thirty (30) days prior to the expiration of the initial term or the
then current extended term. The provisions of this Agreement shall apply during
any extended term, including increases in rental prices hereunder as described in
Exhibit A.
19.2 Either party hereto may terminate this Agreement by written notice to the other if
the other party breaches or is in default of any material obligation hereunder and
has not cured such default or breach within thirty (30) days after receipt of notice
of a default or breach specifying the nature of such default or breach in reasonable
detail. Notwithstanding the foregoing, (i) in the event of a payment default, the
non -defaulting party can terminate five (5) days after providing notice of the
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same, and (ii) where a breach is not capable of being cured within thirty (30)
days, but such breach is capable of being cured in ninety (90) days or less, the
non -defaulting party shall not have the right to terminate this Agreement for so
long as the defaulting party is using all reasonable means to cure such default
expeditiously and actually succeeds in curing such default within ninety (90) days
of receipt of the default notice. In the event of default by Cale, at Operator's
option and in addition to terminating this Agreement, Cale shall promptly remove
all Pay Stations and refund any unearned sums prepaid by the Operator, and shall
restore Operator's property to its former condition, in compliance with all
applicable statutes, codes and regulations
19.3 Either party hereto may immediately terminate this Agreement by written notice
to the other if the other party becomes insolvent, makes a general assignment for
the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits
the appointment of a receiver for its business or assets, or becomes subject to any
proceeding under any bankruptcy or insolvency law, whether domestic or foreign,
or has wound up or liquidated, voluntarily or otherwise. In the event that any of
the above events occurs with respect to a party, such party shall immediately
notify the other party of its occurrence.
19.4 Cale may immediately terminate this Agreement by written notice to the Operator
if any attachment, levy or execution is threatened or levied upon or against the
Rented Pay Stations.
19.5 The termination of this Agreement for any reason shall not affect (a) the right of
either party to receive amounts to which such party is entitled pursuant to this
Agreement or (b) the right of either party to seek damages from the other party
with respect to the events giving rise to the termination of this Agreement.
19.6 In the event that this Agreement is terminated by Cale in accordance with the
provisions of this Section 19, Cale may, at its option, exercise any one or more of
the following remedies: (a) declare all remaining payments due from the Operator
hereunder to be immediately due and payable; (b) require the Operator to
immediately return the Rented Pay Stations; (c) enter upon the premises where the
Rented Pay Stations are located and take immediate possession of the Rented Pay
Stations; (d) sell or lease the Rented Pay Stations without relieving the Operator
of its obligations hereunder (but using the sale or lease proceeds from the
repossessed Pay Stations to offset any amounts owing by the Operator to Cale); or
(e) exercise any one or more additional remedies available under applicable law.
If Cale lawfully takes possession of any Pay Stations pursuant to this Section
19.6, the Operator shall pay Cale one hundred dollars ($100) for each such Pay
Station as the cost of de -installing such Pay Station, together with the cost of any
freight charges incurred by Cale, not to exceed $150 per Pay Station (or, if higher,
Cale's actual costs).
19.7 Notwithstanding anything in this Agreement to the contrary, Operator may
terminate this Agreement in the event it suffers an unforeseeable, financial
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shortfall such that continued payments hereunder would cause the Operator to
incur serious financial hardship as determined by Operator's Operator Council. In
such event, Cale shall be paid a prorated amount otherwise due and owning for
the balance of the current calendar year or fiscal year, whichever is longer, as well
as all costs of Pay Station removal as set forth in Section 19.6 above.
20. Force Majeure. Neither party shall be liable to the other for any delay or failure to
perform its obligations under this Agreement to the extent such delay or failure is caused
by any event beyond the reasonable control of such party (including any delay or failure
caused by the unavailability of the internet or wireless data transmission, or other failure
or delay related to wireless access); provided, however, that if such party is unable to
perform its obligations under this Agreement for a period of seven (7) consecutive days,
such failure shall, for purposes of Section 19 of this Agreement, be treated as a breach by
such party that is incapable of cure.
21. Confidentiality. Cale and the Operator recognize and acknowledge that all records and
documents provided by either of them to the other in connection with the performance of
this Agreement and not generally known to the public ("Confidential Information"),
constitute valuable, special, and unique and proprietary assets of the party providing such
information. Cale and the Operator each agree that, except as otherwise required by
applicable law, they shall keep such Confidential Information private and hold such
Confidential Information in strictest confidence, and shall require its directors, officers,
employees, representatives and advisors to keep such Confidential Information private
and hold such Confidential Information in strictest confidence. Upon the termination of
this Agreement for any reason, Cale and the Operator shall return to each other any
Confidential Information of the other party that is capable of return. The provisions of
this Section 21 shall survive the termination of this Agreement for any reason. Nothing
herein is intended to contravene Colorado Open Records Act (CORA), C.R.S. 24-72-100.1
et seq. Notwithstanding anything to the contrary contained herein, in the event that the City
discloses any Confidential Information to a person in accordance with Colorado Open
Records Act (CORA), C.R.S. 24-72-100.1 et seq., the City shall promptly inform
AudienceView of the details of such disclosure, including, where possible, the name of both
the organization and the individual to whom such Confidential Information was disclosed.
22. Intellectual Property Rights. The Operator acknowledges and agrees that any and all
trademarks, trade names, copyrights and other intellectual property rights embedded or
used in connection with the Rented Pay Stations or the Licensed Programs are and shall
remain the sole property of Cale (or Cale Systems, Inc., as applicable). The Operator
shall not remove or alter any trademarks, trade names or brand names on the Rented Pay
Stations furnished to the Operator hereunder.
23. Rieht of First Refusal. If at any time following the Operator's purchase or full ownership
of the Rented Pay Stations, the Operator seeks to sell or otherwise dispose of any Pay
Stations (or other Cale parking meters) in its possession, it shall promptly notify Cale.
Cale shall have the right and option to purchase any such Pay Stations from the Operator
(a) upon the same price and terms as a bonafide third party buyer was willing to pay for
the same (as documented in a writing from such proposed purchaser) or (b) if the
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Operator was planning to dispose of the Pay Stations in any other manner, for an amount
of money closely approximating the benefit that the Operator would have received by
disposing of the Pay Stations through some means other than a third -party sale. The
provisions of this Section 23 shall survive the termination of this Agreement.
24. General Provisions.
24.1 Choice of Law. The laws of the State of Florida (without giving effect to its
conflict of law principles) shall govern all matters arising out of or relating to this
Agreement and all of the transactions contemplated hereby, including, without
limitation, the validity, interpretation, construction, performance and enforcement
of this Agreement.
24.2 Designation of Forum. Any party to this Agreement bringing a legal action or
proceeding against any other party arising out of or relating to this Agreement or
the transactions contemplated hereby shall bring the legal action or proceeding in
either the United States District Court for the District of Colorado or in the Pitkin
County District Court of the State of Colorado sitting in Aspen, Colorado (the
"Designated Courts"). Each party consents to the exclusive jurisdiction of the
Designated Courts for the purpose of all legal actions and proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. Each
party agrees that the exclusive choice of forum set forth in this Section does not
prohibit the enforcement of any judgment obtained in the Designated Courts or
any other appropriate forum.
24.3 Waiver of Right to Contest Jurisdiction. Each party to this Agreement waives, to
the fullest extent permitted by law, (a) any objection which it may now or later
have to a Designated Court as the proper venue for any legal action or proceeding
arising out of or relating to this Agreement, and (b) any claim that any action or
proceeding brought in a Designated Court has been brought in an inconvenient
forum.
24.4 Notice. Any notice, demand or other communication to a party to this Agreement
that is permitted or required hereunder shall be given in writing, and shall be
deemed to have been duly delivered (a) when delivered by personal delivery, (b)
three (3) days after being deposited with the United States Postal Service for
mailing by first class mail, postage prepaid, certified mail, with return receipt
requested (regardless of whether the return receipt is subsequently received), or
(c) one business day after being deposited with a nationally recognized courier
service for overnight delivery; and in each case addressed by the sender to Cale at
the address first listed above, to the Operator at the address listed on the signature
page to this Agreement, or to such other address as a party may notify the other
party in writing in conformity with the provisions of this Section.
24.5 Further Action. Each party hereto agrees to take all further action, and to execute,
acknowledge, and deliver any other documents, which may be reasonably
necessary, appropriate, or desirable to carry out the provisions of this Agreement.
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24.6 No Agency. Nothing contained in this Agreement shall be deemed to create any
association, partnership, joint venture or relationship of principal and agent or
master and servant between the parties.
24.7 Amendment. The parties may not amend this Agreement orally. The parties may
amend this Agreement only by a written agreement signed by all of the parties to
this Agreement.
24.8 No Waiver. No waiver of any provision of this Agreement, and no consent to any
departure by any party from the terms and conditions of this Agreement, shall be
effective unless such waiver or consent is given in writing by the party against
whom such waiver or consent is sought to be enforced (in which the case the
waiver or consent shall be effective only in the specific instance, and only for the
specific purpose, for which it was given). No failure or delay by a party in
exercising any right or remedy, or requiring the satisfaction of any condition
under this Agreement, and no course of dealing between the parties, shall operate
as a waiver or estoppel of any right or remedy of such party hereunder, or limit or
prevent the subsequent enforcement of any provision of this Agreement by such
pal' -
24.9 Integration. This Agreement, together with the Exhibits attached hereto,
constitutes the final agreement between the parties. It is the complete and
exclusive expression of the parties' agreement on the matters contained in this
Agreement. All prior and contemporaneous negotiations and agreements between
the parties on the matters contained in this Agreement are expressly merged into
and superseded by this Agreement. The provisions of this Agreement may not be
explained, supplemented, or qualified through evidence of trade usage or a prior
course of dealings. In entering into this Agreement, neither party has relied upon
any statement, representation, warranty or agreement of the other party except for
those expressly contained in this Agreement. There are no conditions precedent
to the effectiveness of this Agreement other than those expressly stated in this
Agreement.
24.10 Severability. If any provision of this Agreement is determined to be invalid,
illegal or unenforceable, the remaining provisions of this Agreement shall remain
in full force, if the essential terms and conditions and conditions of this
Agreement for each party remain valid, binding and enforceable.
24.11 Assignment. The Operator may not assign any of its right or obligations
hereunder, or sublease the Rented Pay Stations, without the prior written consent
of Cale. Cale may assign its rights, title and interests under this Agreement, and
may grant or assign a security interest in this Agreement or the Rented Pay
Stations, and the Operator's rights hereunder shall be subordinated thereto.
24.12 Successors and Assigns. This Agreement shall be binding upon, and shall inure
to the benefit of, the successors and permitted assignees of the parties. This
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Agreement shall continue to be binding upon the Operator notwithstanding any
sale of the Operator or the business or assets of the Operator.
24.13 Counterparts. The parties may execute this Agreement in multiple counterparts,
each of which constitutes an original, and all or which, collectively, constitute
only one agreement. The signatures of the parties need not appear on the same
counterpart, and delivery of an executed counterpart signature page by facsimile
or other form of electronic transmission shall be as effective as executing and
delivering this Agreement in the presence of the other parties to this Agreement.
This Agreement shall be effective when each party to this Agreement has
delivered an executed counterpart signature page to each other party (the
"Effective Date").
24.14 Exhibits. References herein to "Exhibits" are to the exhibits attached to this
Agreement. The Exhibits attached to this Agreement are an integral part of this
Agreement and are incorporated herein by this reference.
24.15 Number and Gender. Except where the context requires otherwise, any reference
in this Agreement to the singular includes the plural, and any reference in this
Agreement to the masculine gender includes the feminine and neuter gender.
24.16 Descriptive Headings. The titles and captions preceding the text of the sections of
this Agreement are inserted solely for convenient reference and neither constitute
a part of this Agreement nor affect its meaning, interpretation, or effect.
24:17 Authority. Each individual executing this Agreement on behalf of an entity
represents and warrants that he or she is duly authorized to execute and deliver
this Agreement on behalf of the entity and that this Agreement is binding upon the
entity. The Operator represents and warrants that, as of the Effective Date,
sufficient funds have been appropriated, budgeted and are otherwise available to
permit the Operator to make the payments due hereunder.
24.18 Computation of Time. Whenever the last day for the exercise of any privilege or
the discharge of any duty under this Agreement shall fall upon Saturday, Sunday
or any public or legal holiday, whether federal or of the State of Florida or Texas,
the party having such privilege or duty shall have until 5:00 p.m. on the next
succeeding regular business day to exercise such privilege or to discharge such
duty.
24.19 Attorneys Fees. The prevailing party in any action brought for breach or to
enforce any provision of this Agreement, shall be entitled to recover its
reasonable attorneys fees and costs.
[Signatures Follow on Next Page]
12
IN WITNESS WHEREOF, Cale and the Operator have executed this PAY STATION RENTAL
AGREEMENT on the dates set forth below.
CALE AMERICA INC. CITY OF ASPEN
0
Print Name:e �y� }hS eaifi L
Title: Secrc�a< �Cbr%���t c
Date: q- 16 -
GE
Title of A thorized Officer
?'?-lO;e
Date
Type of Entity
Mailing Address:
City of Aspen Parking Department
130 S Galena Street
Aspen, CO 81611
13
PAY STATION PROVIDER AGREEMENT
Exhibit A:
Pay Station Order
Exhibit B:
Configuration
Exhibit C:
Options and Other Services
Exhibit D:
Maintenance Requirements
Exhibit E:
Training
Exhibit F:
Purchase Option
14
Exhibit A
PAY STATION ORDER
Item
Quantity
Unit Price
Monthly Total
Term
Rental Term
er MonthMonths
Total
Cale CWT Pay Stations
(Rental
Dec 2014 — Dec 2015)
81
$90
$7,290
13
$94,770
Cale WebOffice Basic
81
$59
$4,779
13
$62,127
Total
$149
$12,069
13
$156,897
Item
uantit
Unit Price
Total
Custom Paint Color
66
$495
$32,670
Installation
81
$250
$20,250
Shipping
81
$135
$10,935
Total
$63,855
Extension of Rental Period
Should the initial rental period be extended as allowed in Section 19.1 herein, the meter rental
fee shall be increased to $199 per meter, per month.
Exhibit B
CONFIGURATION
Customer: City of Aspen Account:
New CWO Name (if applicable) : Aspen
Date: 09/04/14 Est. Installation Date: 11/01/14
CONTACT, BILLING, AND SHIPPING INFORMATION
* If the contact has already been entered, just fill in the name.
Primary Contact:
*Other Contact:
Tim Ware
Blake Fitch
Parking Director
Operations Manager
970-920-5267
970-429-1760 office
970-948-6707
970-427-1862 cell
tim.war ci ofas en.com
blake.fitch@cityofaspen.com
*Financial Information and
* Technical questions:
Credit Card Setup: (Not normally
the bank contact)
Alice Hackney
Tim Ware
Controller
Same as above
970-920-5044 office
970-920-5197 fax
Alice.hackne ci ofas en.com
*Open invoice questions:
* Shipping questions:
Debbi Kirkwood
Tim Ware
Programs Manager
Same as above
970-429-1769 office
970-274-4801 cell
debbi.kirkwood@cityofaspen.com
ADDRESS & SHIPPING NOTES
• City has temp warehouse for meter staging; Lift gate and forklift needed for delivery.
Address:
A
Address:
City:
State:
Zip:
Phone #:
Fax":
Email Add:
Initial Purchase Billing Address:
City of Aspen
130 S. Galena Street
Aspen
CO
81611
970-920-5079
970-920-7473
rebecca.hodgson@cityofaspen.com
On-going Billing Address:
(CWO. Paper. etc)
City of Aspen Parking
130 S. Galena Street
Aspen
CO
81611
970-429-1769
970-920-7473
Shipping Address (For regular
Address for meter delivery
Stift gate required
Address:
deliveries such as paper and parts)
❑Loading Dock
Address:
City of Aspen Parking
Same as Shipping Address
[]Fork lift available.
City:
540 E Main Street
Receiving Days:
State:
Aspen
Zip:
CO
Receiving Hours:
Attn:
81611
Tim Ware
Invoice Delivery
1. What would you like to show up on our back-office? (CWO name) Aspen
®Email ❑Mail
2. When are you estimating installing? Nov 1, 2014
❑Fax
3. Are you planning on installing in ® existing concrete or ❑ pouring a new
Tax Information
concrete slab?
Is the customer a reseller?
4. If using a 20 Watt solar panel, would you like the panel orientated ❑
❑Yes - Provide Resale
forward, or ❑ backward
Certificate
SIYo
5. If using a light bar, what time would you like the light bar to come on
Is the Customer Tax Exempt?
and off
Svcs - Provide Tax
6. What is the rate of your meters? $ per (hour, day, flat, other)
Exemption Documents
❑No
(example $1.00/hr)
Notes: stepped rates — see attached schedule
7. What is the max amount of time that can be purchased? 4 hours (example 4 hour max)
8. What type of Rate structure will these meter provide?
❑ Standard Linear (Every coin adds time) (ex: $.05= 3 minutes)
® Incremental (Time sold in blocks) (ex: only can purchase 1 hour at a time)
❑ Flat rate (Single rate for defined time) (ex: $5=12 hours)
❑ Button Select/Scrolling Tariff (Allows mixing rate types) (ex: tariff 1=$1.00/hr,
tariff2= $5 flat)
9. Will the meter accept payment ❑ 24/7 or ® time based?
If time based: Normal start timeAam End time:5Dm Days:M-Sat (see schedule)
If time based: What would you like to display tc read during off times?
❑ No Parking ❑ Free Parking ® Other No Payment Required
If time based: Will the meters feature Prepay? ❑Yes ❑No
If Yes Prepay: Pre pay start time:4am : What will the display read?
❑No Payment required, Enforcement begins at. Prepay allowed, or []Normal
Welcome screen
10. What coins will the meter accept? ❑ No Coins; 0$0.05 ®$0.10 0$0.25 ®$1.00
®Token Token Value: 1.00 only
11. What type of credit cards will the meter accept?
®Visa ®MasterCard ®American Express ®Discover Other:
12. Will there be a minimum purchase for any payment type?
Coin $0.50 Card $0.50 Contactless Cards $
13. Will the Credit Card minimum display automatically when card is swiped? ❑Yes ®No
14. What will the Welcome screen buttons display?
® Button 1 (Help/Info): 970-920-5267 + meter ID ® Button 2 (Language): Spanish
❑ Button 3: ❑ Button 4:
15. What would you like each situational display to read?
Help/Info Button Screen
For questions or help, call 970-920-5267 + show meter ID
Welcome Screen
Welcome to Aspen + rates, hours of enforcement
Final Screen
Take Ticket and Display Face Up on Dashboard
16. What are the Debit button values going to be?
Left:$ -15 Min Center Left:$+15 Min Center Right:$+ 1 Hour Right:$Max
17. What would like to print on top of the ticket? See attached example (example: Welcome
to Cale)
18. Are you interested in Custom paper (100 roll minimum) ®Yes ❑No
If Yes; Please check off which options you would like included in your custom paper
order
❑ Custom Perforated or ® Custom Non -Perforated
❑ Pre-printed numbers on front ❑Pre-printed numbers on both sides
❑ Custom Text on back only ® Custom Text on both sides, including logo yes
19. Upon 60 seconds of no activity do you want the meter to ® Cancel transaction
(recommended) or ❑ Issue a ticket
20. Optional ticket features:
• Will the meter print a ticket automatically when ❑ max is reached, or ❑ max is
exceeded?
Will the meter have an optional ticket feature? ❑Yes ❑No
21. Will your meter display multiple languages? ®Yes ❑No
If ves; which will be included ®Spanish ❑German❑Fi
Notes — as of 09/04/2014
Pay and Display; will upgrade to Pay by Plate later on. Julian Date must be on receipt.
• 66 Downtown Meters will be custom color — blue (Aspen will send sample to match current Parkeon
meter color approved by Aspen historic commission); 15 Residential Meters will be black/grey.
• Manual locks on doors and vaults (3 different keys) — all 81 meters keyed alike
• City of Aspen will provide a sample roll of custom tickets and ticket layout.
• Will use existing concrete bases from Parkeon meters — may need adapter plate; Aspen will send bolt
pattern for Parkeons and we will provide bolt pattern and compare.
• No light bars
• 15 residential machines that are flat rate - $8 day pass - M -F, 8am-5pm; prepay at 4am (see attached
meter details spreadsheet) Mon -Saturday enforced 10am-6pm Sunday and City Holidays Free
• 66 downtown units with stepped rates: $2.00 for Ist Hour, $5.00 for 2nd Hour, $9.00 for 3rd Hour,
$14.00 for 4th Hour (4 hour max). Prepay at 4am. Mon -Saturday enforced I Oam-6pm Sunday and
City Holidays Free; $1.00 tokens accepted in downtown meters only.
• Rates will likely change in Jan 2015
• Meter free on Sat during off-season (end of Apr — end of Nov — see attached meter details spreadsheet)
• Aspen will have its own private mag -strip card for online accounts with number series TBD. Need to
provide card options and recommend randomization of card number series to prevent fraud.
METER SETUP - HOLIDAYS
Are meters in a normal operational mode on holidays: ❑Yes ®No
(Normally YES for 24/7 operations)
Holiday display (If "NO" checked above, fill out the following section.)
❑ Normal "Meter off' display (see above)
® Generic holiday display (DATE) (TIME)
CITY HOLIDAY
❑ - Other Line 1: Line INO PAYMENT REQUIRED tine 4:
Check
off holidays observed:
®
New Year's Day (January 1st)
®
New Year observed Friday if it falls on Saturday
®
New Year observed Monday if it falls on Sunday
®
Martin Luther King Jr. Day (3rd Mon in Jan)
®
President's Day (3rd Mon in Feb)
®
Memorial Day (Last Mon in May)
®
Independence Day (July 4th)
®
July 4th observed Friday if it falls on Saturday
®
July 4th observed Monday if it falls on Sunday
®
Labor Day (1st Mon in Sep)
®
Columbus/Indigenous People's Day (2nd Mon in Oct)
®
Veterans Day (Nov 11)
®
Veterans observed Friday if it falls on Saturday
®
Veterans observed Monday if it falls on Sunday
®
Thanksgiving Day (4th Thu in Nov)
❑
Thanksgiving Day After (4th Fri in Nov)
®
Christmas Day (December 25th)
®
Christmas observed Friday if Christmas falls on Saturday
®
Christmas observed Monday if Christmas falls on Sunday
❑
Other
❑
Other
❑
Other
❑
Other
❑
Other
HOLIDAY / ANNUAL CALENDAR NOTES
• See holiday list on attached meter details spreadsheet.
GRAPHIC INFORMATION
Section A: Main Graphical Area ❑ Use current graphics (on file)
® LOGO: (Please Provide a high resolution sample)
❑ Instead of a logo, please use the following heading:
❑ TITLE (Please pay here):
❑ RATE ($$/hr):
❑ TERM (2hr max):
❑ ENFORCEMENT HOURS:
❑ COINS/CARDS ACCEPTED:
❑ HOURS OF OPERATION:
❑ RESTRICTIONS:
❑ DISCLAIMER:
❑ OTHER INFORMATION:
Section B: Optional Graphical Area ❑ Use current graphics (on file)
❑ DISCLAIMER:
❑PHONE NUMBER:
❑ EMAIL:
❑ METER ID:
❑ OTHER INFORMATION:
Value Button Setup
Left/ Top: MAX Center: $1.00 Right / Bottom: $0.25
Or
Left/ Top: MAX Center: I HR Right / Bottom: 15 Min
❑ Use Dollar Value labels ❑ Use Time Value Labels ❑ Not Used (Auto ticket)
❑ Other: Left: Center: Right:
Misc Graphical information
❑ Where ticket displayed?
®On Dashboard: ❑ Passenger Side ❑ Middle ❑ Driver Side ❑ Anywhere
❑ Language Button
❑ Custom (Customer to design their own placard.)
Must be supplied to Cale at least 2 weeks before installation date to install in meters.
GRAPHIC NOTES ❑ Check here if you would like us to contact you regarding other graphic options
• Use Header insert to display "Welcome to Aspen" along with "Pay for Parking Here"
and "See Display for Rates and Hours of Enforcement'
• Use Area B (bottom, left) for instructional overlay for Pay & Display; PayByPhone
decal may be added to keypad area.
SE,CT-lONB
IF USING
PAY & DISPLAY
CONFIG URA
Meter Name Notes:
• See attached list of meter IDs
3965-0000
3966-0000
3967-0000
3968-0000
3969-0000
3970-0000
3971-0000
3972-0000
3973-0000
3974-0000
3975-0000
3976-0000
3977-0000
CORE METER EPROM PROGRAMMING
Downtown Core Meter Numbers
3978-0000
3979-0000
3980-0000
3981-0000
3982-0000
3983-0000
3984-0000
3985-0000
3986-0000
3987-0000
3988-0000
3989-0000
3990-0000
4124-0000
4125-0000
4126-0000
4127-0000
4128-0000
4292-0000
4293-0000
4294-0000
4295-0000
4296-0000
4297-0000
4298-0000
4299-0000
Hour Of Meter Operation
Mon. Thru Fri. 4:00 AM to 6:00 PM
Saturday 4:00 AM to 6:00 PM
Sunday No Payment Required For Sundays Year Round
Rate Card Information
Payment days Monday to Saturday
Payment Hours 10:00 am - 6:00 pm
2012
14 -Apr
21 -Apr
28 -Apr
5 -May
12 -May
19 -May
26 -May
2 -Jun
8 -Sep
15 -Sep
22 -Sep
29 -Sep
6 -Oct
inese saruraa
2013
6 -Apr
13 -Apr
4 -May
11 -May
1 -Jun
7 -Sep
21 -Sep
4300-0000
4301-0000
4302-0000
4303-0000
4304-0000
4305-0000
4306-0000
4307-0000
4308-0000
4309-0000
4310-0000
4311-0000
4312-0000
Should Not Accept Payment
2014
26 -Apr
3 -May
10 -May
17 -May
24 -May
31 -May
7 -Jun
6 -Sep
13 -Sep
20 -Sep
27 -Sep
4 -Oct
11 -Oct
2015
11 -Apr
18 -Apr
25 -Apr
2 -May
9 -May
16 -May
23 -May
30 -May
6 -Jun
12 -Sep
19 -Sep
26 -Sep
3 -Oct
Below
4313-0000
4314-0000
4315-0000
4316-0000
4317-0000
4318-0000
4319-0000
4323-0000
4455-0001
4455-0002
4455-0003
18 -Oct
2012
10 -Oct
25 -Oct
17 -Oct
1 -Nov
24 -Oct
8 -Nov
31 -Oct
15 -Nov
7 -Nov
22 -Nov
14 -Nov
29 -Nov
21 -Nov
28 -Nov
U.S. Holidays That Should Not Accept Payment
Year
Hour 1
Hour 2
Hour 3
Hour 4
U.S. Coins
$1.00
$0.50
$0.25
$0.10
$0.05
2012
$2.00
$2.50
$3.00
$4.00
Parking R
2013
Jan. 1 st
Jan. 21st
Feb. 18th
May 27th
July 4th
Sept. 2nd
Oct. 14th
Nov. 11th
Nov. 28th
Dec. 25th
ates Listed By YE
2013
$2.00
$3.00
$3.00
$4.00
gar
Accepted Payment Methods
2014
Jan. 1st
Jan. 20th
Feb. 17th
May 26th
July 4th
Sept. 1 at
Oct. 13th
Nov. 11th
Nov. 27th
Dec. 25th
2014
$2.00
$3.00
$4.00
$5.00
Token Credit Card F Smart Card
$1.00 Visa Yes
Master Card
Amex
Discover
2015
Jan. 1st
Jan. 19th
Feb. 16th
May 25th
July 3rd & 4th
Sept. 7th
Oct. 12th
Nov. 11th
Nov. 26th
Dec. 25th
2015
$2.50
$3.00
$4.00
$5.00
Other Programming Specification
Minimum Time that can be purchased - 15 Minutes
Maximum Time that can be purchased - 4 Hours
Enforcment begins at 10:00am, so reciepts purchased between 4:OOam and 9:59am should pro rate the time
2012
1 - New Years Day
Jan. 1st
2 - Martin Luther King
Jan. 16th
3 - President's Day
Feb. 20th
4 - Memorial Day
May 28th
5 -Independence
Da
July 4th
6 - Labor Day
Sept. 3rd
7 - Columbus Day
Oct. 8th
8 - Veterans Day
Nov. 11th&12th
9 - Thanksgiving Day
Nov. 22nd
10 -Christmas Day
Dec. 25
Year
Hour 1
Hour 2
Hour 3
Hour 4
U.S. Coins
$1.00
$0.50
$0.25
$0.10
$0.05
2012
$2.00
$2.50
$3.00
$4.00
Parking R
2013
Jan. 1 st
Jan. 21st
Feb. 18th
May 27th
July 4th
Sept. 2nd
Oct. 14th
Nov. 11th
Nov. 28th
Dec. 25th
ates Listed By YE
2013
$2.00
$3.00
$3.00
$4.00
gar
Accepted Payment Methods
2014
Jan. 1st
Jan. 20th
Feb. 17th
May 26th
July 4th
Sept. 1 at
Oct. 13th
Nov. 11th
Nov. 27th
Dec. 25th
2014
$2.00
$3.00
$4.00
$5.00
Token Credit Card F Smart Card
$1.00 Visa Yes
Master Card
Amex
Discover
2015
Jan. 1st
Jan. 19th
Feb. 16th
May 25th
July 3rd & 4th
Sept. 7th
Oct. 12th
Nov. 11th
Nov. 26th
Dec. 25th
2015
$2.50
$3.00
$4.00
$5.00
Other Programming Specification
Minimum Time that can be purchased - 15 Minutes
Maximum Time that can be purchased - 4 Hours
Enforcment begins at 10:00am, so reciepts purchased between 4:OOam and 9:59am should pro rate the time
to start at 10:00am for time purchased.
RESIDENTIAL METER EPROM PROGRAMMING
Residential Meter Numbers
4441-0000 4444-0000 4447-0000 4450-0000 4453-0000
4442-0000 4445-0000 4448-0000 4451-0000 4454-0000
4443-0000 4446-0000 4449-0000 4452-0000 4455-0000
Hour Of Meter Operation
Mon. Thru Fri. 4:00 AM to 6:00 PM
Saturday No Payment Required For Saturdays Year Round
Sunday No Payment Required For Sundays Year Round
2012
14 -Apr
21 -Apr
28 -Apr
5 -May
12 -May
19 -May
26 -May
2 -Jun
8 -Sep
15 -Sep
22 -Sep
29 -Sep
6 -Oct
13 -Oct
20 -Oct
27 -Oct
3 -Nov
10 -Nov
17 -Nov
24 -Nov
These Saturdays Should Not Accept Payment
2013
6 -Apr
13 -Apr
20 -Apr
27 -Apr
4 -May
11 -May
18 -May
25 -May
1 -Jun
7 -Sep
14 -Sep
21 -Sep
28 -Sep
5 -Oct
12 -Oct
19 -Oct
26 -Oct
2 -Nov
9 -Nov
16 -Nov
23 -Nov
30 -Nov
2014
E26 -Apr
3 -May
10 -May
31 -May
7 -Jun
27 -Sep
4 -Oct
11 -Oct
18 -Oct
25 -Oct
1 -Nov
8 -Nov
15 -Nov
22 -Nov
29 -Nov
2015
11-ADr
9 -May
16 -May
6 -Jun
12 -Sep
19 -Seo
3 -Oct
10 -Oct
17 -Oct
24 -Oct
31 -Oct
7 -Nov
14 -Nov
21 -Nov
28 -Nov
U.S. Holidays That Should Not Accept Payment
2013
Jan. 1st
Jan. 21 st
Feb. 18th
May 27th
July 4th
Sept. 2nd
Oct. 14th
Nov. 11th
Nov. 28th
Dec. 25th
2014
Jan. 1 st
Jan. 20th
Feb. 17th
May 26th
July 4th
Sept. 1st
Oct. 13th
Nov. 11th
Nov. 27th
Dec. 25th
2015
Jan. 1st
Jan. 19th
Feb. 16th
May 25th
July 3rd & 4th
Sept. 7th
Oct. 12th
Nov. 11th
Nov. 26th
Dec. 25th
Parking Rates Listed By Year
Year 2012 2013 2014 2015
Flat Rate $7.00 $8.00 1 $8.00 $8.00
Accepted Payment Methods
U.S. Coins Token Credit Card Smart Card
None None Visa Yes
Master Card
Amex
Discover
2012
1 - New Years Day
Jan. 1st
2 - Martin Luther King
Jan. 16th
3 - President's Day
Feb. 20th
4 - Memorial Day
May 28th
5 -Independence
Day
July 4th
6 - Labor Day
Sept. 3rd
7 - Columbus Day
Oct. 8th
8 - Veterans Day
Nov. 11th&12th
9 - Thanksgiving Day
Nov. 22nd
10 - Christmas Day
Dec. 25
2013
Jan. 1st
Jan. 21 st
Feb. 18th
May 27th
July 4th
Sept. 2nd
Oct. 14th
Nov. 11th
Nov. 28th
Dec. 25th
2014
Jan. 1 st
Jan. 20th
Feb. 17th
May 26th
July 4th
Sept. 1st
Oct. 13th
Nov. 11th
Nov. 27th
Dec. 25th
2015
Jan. 1st
Jan. 19th
Feb. 16th
May 25th
July 3rd & 4th
Sept. 7th
Oct. 12th
Nov. 11th
Nov. 26th
Dec. 25th
Parking Rates Listed By Year
Year 2012 2013 2014 2015
Flat Rate $7.00 $8.00 1 $8.00 $8.00
Accepted Payment Methods
U.S. Coins Token Credit Card Smart Card
None None Visa Yes
Master Card
Amex
Discover
Exhibit C
OPTIONS AND OTHER SERVICES
Item
Cost
Wa ToPark Mobile Payments
$0.25 per transaction
External Motion -Activated Light Bars
$400 per pay station
Quarterly Preventative Maintenance
$75 per pay station
Patron Help Desk Services (6 days/wk))
$895 per month
Online Maintenance Tracking (A /Web based)
$495/month + $75/field tech
Single -Space or Dual -Space Meter with Credit Card
Acceptance (CWT MAX)
$495 per meter
Programming
$95 per hour
Graphic Design
$95 per hour
Field Service
$125 per hour + travel expenses
PartSmart Parts Exchange
$35 per pay station, per month
Cale WebOffice Professional
$69 per pay station per month
Exhibit D
MAINTENANCE REQUIREMENTS
Monthly • Clean card reader
• Clean coin system
• Clean printer
• Check cable and board connections
• Clean solar panels
• Test battery level
• Test all payment types
Quarterly . Full Preventative Maintenance
Exhibit E
TRAINING
Meter Training
Classroom + Hands On
meter operations,
6 hours
coin collections,
meter mainmenance
and troubleshooting
Cale WebOffice
Webinar
Finance reports,
1.5 hours
Training
maintenance report,
meter monitoring,
warnings and alarms I-
Exhibit F
PURCHASE OPTION
Operator will have the option to purchase the pay stations outright at the end of the rental period
at a cost of $7,490 per unit, less all rental fees paid during the initial rental term. Should the
initial rental period be extended as allowed in Section 19.1 herein, the meter rental fee shall be
increased to $199 per meter, per month. The credit toward purchase of the meters shall be 50%
of the rental fees paid during the extended rental period.