ATTACHMENT 1 – 1
T2 Master Customer Agreement
This Master Customer Agreement (the "Agreement") is made as a cooperative purchasing effort via Sourcewell by and between T2 Systems, Inc. (“T2 Systems”) and City of Burbank ("Customer") as of the Effective Date set forth b elow. All obligations imposed on T2 Systems pursuant to this Agreement or the Master Agreement shall also apply to any T2 Systems’ subsidiary or other entity entering into an Addenda with Customer. Notwithstanding any contrary provision in the Agreement, this multi-year Agreement is subject to Customer’s annual budget appropriation authority pursuant to Burbank Municipal Code section 2-2-107(A). The City Manager or his designee may administratively approve any payments for goods and/or services identified in this Agreement or its Addenda.
INCORPORATION OF SOURCEWELL MASTER AGREEMENT: The Parties agree to the terms and conditions set forth in the Sourcewell Master Agreement 080321 -TSI (“Master Agreement”), which are incorporated herein by this reference, except as modified by this Agreement. To the extent that there is a conflict between the terms herein and the terms of the Master Agreement, the Master Agreement shall control.
By signing this Agreement, the parties acknowledge to have read, understand and ag rees to be bound by the terms and conditions of this Agreement.
1. BACKGROUND. The Agreement establishes the overall contractual framework and the applicable terms and conditions. Under the Agreement, Customer may acquire or license Products and procure Serv ices by entering into an Addenda. The following Addenda will be entered into by Customer and T2 Systems or one of its Affiliates and each will be incorporated in this Agreement herein.
-UPsafety Software Subscription Addendum
-Collection Services Addendum
In the event of any conflicts in the terms of the applicable Addenda and the Agreement, the terms of the Addenda shall control.
2. DEFINITIONS. In this Agreement:
(a) “Addenda” or “ Addendum” means each document attached hereto and made part of the Agreement wh ich may include a Quote, Order Form or Statement of Work, between Customer and T2 Systems or one of its Affiliates under this Agreement to place orders for Products and/or Services. (b) "Affiliate" means, in respect of an entity, any entity which directly or indirectly controls, is controlled by, or is under common control with such entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of an entity. (c) "Confidential Information" means and includes any written or orally or visually disclosed information relating to the disclosing party's business identified as “confidential” or “proprietary” or which the receiving party should reasonably know is confidential or not generally known t o the public, including, without limitation:
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(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, commercia l 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 discl osure. (d) "Customer Data" means the data provided to T2 Systems by Customer and Customer’s authorized end users who access or use Software as permitted in an Addendum. (e) "Documentation" means the documentation, help files, user manuals, handbooks and any other written or electronic material relating to the Products and Services provided by T2 Systems to its customers from time to time.
(f) "Effective Date" means the latest of the dates on which this Agreement is executed by Customer and T2 Systems as indicated in the signature block at the end of these terms and conditions. (g) “Hardware” means the T2 Systems hardware sold and provided by T2 Systems to Customer under an Addendum.
(h) “Products” means the T2 Systems products licensed or sold by T2 Systems to Customer under an Addendum including Software and Hardware.
(i) “Quote” or “ Order Form ” means the quote provided by T2 Systems to Customer related to the ordering of Products and/or Services as set forth in the applicable Addendum. Unless otherwise stated in the Quote, each Quote is incorporated and made part of the applicable Addendum. (j) "Representatives" means, in respect of a party, the directors, officers, employees, agents and contractors of such party.
(k) "Services" means the T2 Systems services provided by T2 Systems to Cust omer under an Addendum. (l) “Software” means the T2 Systems Software access to which is licensed by T2 Systems to Customer under an Addendum.
All other terms defined in this Agreement shall have the meanings ascribed thereto.
3. TERM. This Agreement shall commen ce on the Effective Date and remain in full force and effect for a period of three (3) years or until the end of all Addenda’s term periods, whichever comes later, unless terminated earlier in accordance with its terms.
4. FEES AND PAYMENT.
(a) Customer agrees to pay to T2 Systems the fees plus all applicable taxes as set forth in the applicable Addendum.
(b) All fees are exclusive of all taxes, duties and levies of any kind, including any sales, use, excise, value -added and other applicable taxes, withholdings, and g overnmental charges (collectively, “ Taxes”). Customer shall pay all applicable Taxes, other than taxes on T2 Sys tem’s income. If T2 Systems pays any such amounts on behalf of Customer, Customer shall reimburse T2 Systems upon presentation of proof of pay ment. (c) If Customer claims an exemption from any such taxes, Customer shall provide to T2 Systems an appropriate exemption certificate. If Customer challenges the applicability of any tax, Customer shall nevertheless pay the same to T2 Systems and Customer may thereafter challenge the tax and seek a refund thereof. Customer agrees to indemnify and hold harmless T2 Syst ems from any cost, fee, penalty or expense (including counsel fees) in connection with any assertion by any taxing authority that T2 Systems ha s failed to collect and remit their sales or use tax on transactions hereunder or to pay any property taxes on the copies of the Software in
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Customer’s possession but shall have no such obligation to T2 Systems with respect to any amount paid by Customer to T2 Systems and not remitted to the relevant taxing authority.
5. OWNERSHIP.
(a) Customer agrees that the Software, Doc umentation and Services are proprietary products and services of T2 Systems and that all right, title and interest in and to the Software, Documentation and Services, including all associated intellectual property and other proprietary rights, are and shall at all times remain with T2 Systems and its third party licensors. The Software contains trade secret and proprietary information owned by T2 Systems or its third party licensors and is protected by copyright laws and international trade provisions and other applicable law. Customer must treat the Software like any other copyrighted material and Customer may not copy or distribute the Software or the Documentation, electronically or otherwise, for any purpose.
Any Software provided under an Addendum will be licensed not sold to Customer. (b) Customer agrees that any copies made of the Documentation, any other T2 Systems Confidential Information and any other material obtained from T2 Systems 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.
6. CONFIDENTIALITY.
(a) Each party agrees to hold all Confi dential Information of the other party in strictest confidence, not to make use thereof other than for the performance of this Agreement, to di sclose 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 Informat ion pursuant to the requirement of a governmental agency or is required by operation of law, regulation or court order, provided that, whenever reasonably 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 i t 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 A ddendum, 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;
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provided, however, that the rec eiving 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. Notwithstanding anything to the contrary, Customer must comply with all applicabl e records retentions laws and regulations.
7. CUSTOMER DATA.
(a) Customer shall be responsible for, any loss, damage or liability arising in direct connection with Customer’s inputs, and all data (including Customer Data), reports, statements and other content tr ansmitted, 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 Customer 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 wil l remain the owner of Customer Data. Except as otherwise set forth herein or in the applicable Addenda, T2 System s shall not at any time use Customer Data or disclose Customer’s Data to any third parties, except that T2 Systems may use Customer Data for th e purpose of meeting its obligations under an Addendum and providing the Services, and may store, back -up and archive Customer Data. Customer represents and warrants that the Customer Data does not infringe or violate the intellectual property, proprietary or personal rights of any third party and Customer has the right to grant T2 Systems the right to use the Customer Data as set forth herein. (d) T2 Systems will comply with all applicable laws governing the collection, access, use, disclosure of Customer Data. All Customer Data which is submitted by Customer to T2 Systems pursuant to this Agreement will be safeguarded by T2 Systems to the same extent that T2 Systems safeguards data relating to its own business; provided, however, if Customer Data is publicly a vailable, is already in T2 System’s possession from a source other than Customer or otherwise known to it, or was rightfully obtained by T2 Systems from third parties, T2 Systems hall bear no responsibility for its disclosure, inadvertent or otherwise. T2 Systems 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 t han accepted industry practices. In the event of unauthorized access to Customer Data which has been verified by T2 Systems, T2 Systems 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 Systems took or is taking to stop the unauthorized access. (e) T2 Systems maintains Payment Card Industry (PCI) Level One compliance and upon request (no more than once annually), T2 Systems will provide Customer with a copy of its third -party audit certification demonstrating that appropriate information security standards to protect Customer Data are in place.
8. INDEMNITY.
(a) T2 Systems Indemnification. T2 Systems shall indemnify, defend, and hold harmless Customer and its officers, officials, agents, employees and volunteers (“Indemnitees”) from and against any and all direct liability, claims, actions, causes of action or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, , arising out, pertaining to, or related to the performance of this Agreement by T2 Systems or T2 System’s employees, officers, officials, agents or ind ependent contractors, except where such liability arises solely as a result of the active negligence or tortious conduct of Customer or its agent. Such costs and expenses shall include reasonable attorneys’ fees, expert fees and all other costs and fees o f litigation. The provisions of this Section survive the completion of the services or termination of this Agreem ent. (b) Intellectual Property Indemnification. T2 Systems shall indemnify, defend (at its expense) and hold the Indemnitees harmless in respect of any Losses brought against or suffered by the Indemnitees arising out of or related to
a determination by a court that the operation or use of any Software, or any part thereof, infringes
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any third party’s copyright, trade mark or trade secret or any Har dware, or any part thereof, infringes any third-party’s copyright, trademark or trade secret.
T2 System’s obligations pursuant to this Section 8(b) shall not apply to any infringement caused by or resulting from Customer modifications or attempted modifica tions to any relevant system, or from Customer’s failure to implement changes or updates furnished by T2 Systems to Customer during the term of this Agreement.
In the event that an injunction or order is obtained against the Customer’s use of any Product o r Software or if, in T2 System’s opinion, any Product or Software is likely to become the subject of a claim of i nfringement or violation of any rights in connection with any rights as noted above, T2 Systems shall, at its expense:
(i) procure for the Customer the right to continue using the affected Product or Software; or (ii) modify or replace the affected Product or Software so that such Product or Software becomes non - infringing.
If neither Section 8(b)(i) nor Section 8(b)(ii) are commercially practicable, remo ve the affected Product or Software from the Customer and refund to the Customer all amounts paid to T2 Systems b y the Customer in respect of such Product, less a reasonable amount for depreciation. The remedies in and the indemnification rights of the Cus tomer stated in this Section 8(b) are the exclusive remedies available to the Customer at law or in equity for indemnifiable claims under Section 8(b). (c) Customer Responsibility. Customer agrees to be responsible for all liabilities, obligations, damages, claims, suits, proceedings, costs, fees and expenses, including reasonable attorneys’ fees and costs, directly ari sing out of the gross negligence or willful misconduct of Customer or any of its Affiliates, or breach of the Agreement by Customer, or any cla im by Customer end user related to use of end user personally identifiable information, unless caused by T2’s gross negligence or willful misconduct. (d) Defense. If T2 Systems is alleged to be obligated to indemnify Indemnitees hereunder, T2 Systems shall ha ve the right to appoint counsel of its own choice and in all other respects control any litigation and/or settlement. Indemnitees shall cooperate in the defense of any indemnified claim. If one party is notified of any potential or actual claim or liabili ty in any suit or proceeding of any kind that could give rise to an indemnification claim under this Agreement or otherwise subject the other party to a suit, proceeding or claim (or threat thereof), the notified party shall immediately inform the other pa rty.
9. INSURANCE.
During the Term of this Agreement, T2 Systems shall comply with all obligations imposed in Attach ment 1, titled “INSURANCE REQUIREMENTS”, attached hereto. For purposes of Attachment 1, the term “Consultant” shall mean T2 Systems and the term “City” shall mean Customer.
10. 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 SYSTEMS, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITH OUT WARRANTY OR REPRESENTATION OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, T2 SYSTEMS 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 SYSTEMS DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL B E UNAFFECTED BY BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS, NOR DOES T2 SYSTEMS
WARRANT THAT CUSTOMER'S USE THEREOF WILL BE UNINTERRUPTED, ERROR- FREE OR WILL MEET ALL OF THE CUSTOMER'S REQUIREMENTS. FURTHER, T2 SYSTEMS DOES NOT WARRANT THAT ANY SO FTWARE WILL
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OPERATE ON ANY PARTICULAR CONFIGURATION OF SOFTWARE, OPERATING SYSTEM OR COMPUTER SYSTEM.
ANY HARDWARE PURCHASED FROM SOURCES OUTSIDE OF T2 SYSTEMS WILL BE THE SOLE RESPONSIBILITY OF THE CUSTOMER. T2 SYSTEMS WILL NOT BE RESPONSIBLE FOR THE FA ILURE 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 RE QUIRED FOR THE T2 SYSTEMS SOFTWARE TO BE ABLE TO SEND AND RECEIVE DATA. IN NO EVENT SHALL T2 SYSTEMS BE LIABLE F OR 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 SYSTEMS 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 SYSTEMS NOR THE UNDERLYING WIRELESS DATA SERVICES CARRIER CAN GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS.
(c) THIS LIMITED WARRANTY GIVES THE CUSTOMER SPECIFIC LEGAL RIGHTS. THE CUSTOMER MAY HAVE OTHER
RIGHTS, WHICH VARY FROM LOCATION TO LOCATION, DEPENDING UPON THE APPLICABLE LAW OF SUCH LOCATION.
11. LIMITATION OF LIABILITY AND DAMAGES.
(a)
TO THE MAXIMUM EXTENT PERMITTED BY LAW: EXCEPT FOR CLAIMS FOR DEATH OR BODILY INJURY, T2 SYSTEMS , ITS THIRD PARTY SUPPLIERS’ AND THEIR RESPECTIVE REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY ARISING UNDER
OR IN CONNECTION WITH THIS AGREEMENT, AND/OR A NY PRODUCTS OR SERVICES DELIVERED OR FAILED TO BE
DELIVERED UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CUS TOMER,
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 SYSTEMS OR ITS THIRD PARTY SUPPLIERS BE LIABLE IN ANY WAY FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, INCOME, BUSINESS, PROFIT, GOODWILL,
ANTICIPATED REVENUE, FAILUR E 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 PURSUAN T 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 SYSTEMS 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 SYSTEMS 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 WHETHER THOSE FACTS BY THAT TIME 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
SYSTEMS, ITS THIRD PARTY SUPPLIERS AND/OR THEIR REPRESENTATIVES KNEW, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES.
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(f) CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, WITHOUT WHICH T2 SYSTEMS WOULD NOT HAVE ENTER ED 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.
(h) NOTWITHSTANDING ANY CONTRARY P ROVISION IN THIS AGREEMENT, SUBSECTIONS (a -g) OF THIS SECTION 11 SHALL
NOT APPLY TO ANY CLAIMS ARISING FROM BODIL Y INJURY, DEATH, INTELLECTUAL PROPERTY RIGHTS, OR VIOLATIONS OF APPLICABLE LAW.
12. TERMINATION.
(a) Each Addendum may be terminated according to its terms and the terms of this Agreement. (b) Either party may terminate this Agreement or any Addendum if the other party breaches any of its representations or warranties, or any other material obligation under this Agreement or the applicable Addendum, and fails to remedy such breach with thirty (30) days of receipt of notice from the non- breaching party. T2 Systems shal l also have the right to suspend performance of all or any of the Services under an Addendum, without liability, pending the rectification of any breach by Customer. (c) Either party may terminate this Agreement or any Addendum, immediately upon written notice, if the other party makes an assignment for the benefit of its creditors or becomes bankrupt or makes an application for relief under the prov isions of any statute now or hereafter in force concerning bankrupt or insolvent debtors, or if a receiving order or receivership order is made against the other party, or any action whatsoever, legislative or otherwise be taken to effect the winding up, d issolution, suspension of operations or liquidation of the other party. Notwithstanding the foregoing, the Customer shall not be entitled to terminate this Agreement under this Section if T2 Systems, or its creditors, or some other party makes suitable pr ovisions for the performance of its obligations hereunder.
(d) Without limiting any other remedies available under this Agreement, at law or in equity, in the event of the termination of this Agreement or any applicable Addendum for any reason:
(i) T2 System’s obligation to provide the affected Products and Services will terminate; (ii) All unpaid amounts due in respect of the terminated Services up to and including the effective date of termination shall, at T2 System’s option, become immediately due and payable; (iii) Customer is not entitled to a refund for any affected Products and Services that are in process or not completed, including labor and any expenses T2 Systems may have incurred up to the effective date of termination;
(iv) Customer must destroy any copies of the Documentation in Customer's possession in any form and on any media, and certify to T2 Systems in writing that it has done so; (v) Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive the expiration or termination of this Agreement until such time as the pa rties may agree to the release of the obligations contained therein.
(e) No Limitation of Remedies. Any termination of the Agreement shall not in any respect limit any of either party's rights or remedies either in law or in equity or relieve either party of any obligation incurred prior to the effective date of such termination.
(f) Handling of Customer Data. In the event of a termination of this Agreement, T2 Systems shall implement an orderly return of Customer data in a CSV or another mutually agreeable for mat at a time agreed to by the parties and the subsequent secure disposal of Customer data. During any period of service suspension, T2 Systems shall not take any action to intentionally erase any Customer data for a period of 30 days after the effective d ate of termination, unless authorized by Customer. customer shall be entitled to any post -
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termination assistance generally made available with respect to the Services. T2 Systems shall securely dispose of all requested data in all of its forms, such as dis k, CD/ DVD, backup tape and paper, when requested by Customer. Data shall be permanently deleted and shall not be recoverable, according industry standards.
Certificates of destruction shall be provided to Customer.
13. DISPUTE RESOLUTION.
(a) The parties agree th at, in the event of a dispute or alleged breach, they shall first work together in good faith to resolve the matter internally through negotiations and, if necessary, by escalating it to higher levels of management. The foregoing shall not apply to, and s hall not prevent a Party from seeking immediate relief in the event of, disputes involving the confidentiality or data protection provisions of this Agreement or infringement of intellectual property rights (in which case either party shall be free to seek available remedies in a court of competent jurisdiction in accordance with Section 13(b). (b) Injunctive Relief. Intentionally deleted.
(c) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. For any disputes that are not resolved by way of good faith negotiations and settlement, the parties hereby consent to the exclusive venue and jurisdiction for actions concerning or relating to th is Agreement in the federal or state courts of the County of Los Angeles, California.
14. GENERAL PROVISIONS.
(a) Assignment. Neither party shall assign or transfer this Agreement nor delegate any of its rights or obligations hereunder without the prior written c onsent of the other party, which consent shall not be unreasonably withheld. Any assignment, transfer or delegat ion of rights or obligations hereunder in contravention of this Section shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties to this Agreement and their respective successors and permitted assigns. (b) Entire Agreement . Customer acknowledges that this Agreement including all Addenda, SOW’s, Quotes and other attachments referencing this Agreement, comprise the entire understanding and agreement between parties regarding the Products an d Services to be provided hereunder and supersedes all prior written and oral agreements, purchase orders, proposals, representations, understa ndings, promises, descriptions or other communications between the parties regarding the same. If Customer submits an order form with contrary terms or conditions, such order form shall be considered only as confirmation of the order and shall in no way am end, prevail over, supplement, or supersede any of the provisions of this Agreement or any Addenda.
(c) Piggyback Cooperative Purchasing. It is understood and agreed by Customer that a third party may purchase the goods and services specified herein in accord ance with the terms and conditions of this Agreement for the purposes of piggyback purchasing. It is also mutually understood and agreed the third party will issue its own purchasing documents for the goods and services, be invoiced therefrom and make its own payments to T2 Systems in accordance with the terms of the contract established between the third party and T 2 Systems. T2 Systems and the third party will agree separately on scope and pricing for the goods and services. Customer shall bear no respo nsibility or liability to any contractual agreement made between T2 Systems and any other third party.
(d) Force Majeure. Neither party shall be liable for delay or failure in performance (other than the making of payments) directly or indirectly resulting fr om acts beyond the control of such party, including, but not limited to acts of God, acts of war or terrorism, ci vil commotion, riot, fire, flood, pandemic or other disaster, acts of government, strike, work stoppages, lockout, power failures, inability to secure or delay in securing transportation, inability to obtain or delays in obtaining goods, materials, or qualified labor, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable. In
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such event, the party affected shall be excused from performance on a day -to-day basis to the extent of the delay, and the other party shall likewise be excused from the performance of its obligations on a day -to-day basis to the extent such party's obligations related to the performance are s o delayed. Where an Event of Force Majeure occurs, the party who is delayed or fails to perform shall give promp t notice to the other party.
In the event such inability to perform shall continue longer than sixty (60) Days, the party which has received or which was entitled to receive notice may terminate the Agreement by notice to the other party without further liability, expense, or cost of any kind. Force Majeure events do not include any failure as a result of political or social pressure, general eco nomic or market factors, and/or fear of or threat of a Force Majeure Event or other circumstance.
(e) Independent Contractors . The parties are independent contractors. Nothing herein shall be construed to create any legal partnership, joint venture, agency or any other relationship between the parties. (f) Notices. All communications and notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally to the recipient, by email, or by registered or certified mail with return receipt requested, postage prepaid, and addressed to the Customer at the address appearing on the Adde nda or Quote(s), as applicable, or at such other address as either party may designate by notice to the other. T2 Systems, from time to time ma y send general communications and/or notices to all its customers and such notices shall be deemed to have been given when delivered by email. (g) No Waiver. No delay or failure to take any action or exercise any rights under this Agreement shall constitute a waiver or consent unless expressly waived or consented to in writing. A waiver of any event does not apply to any other or subsequent event, even if in relation to the same subject -matter. (h) Publicity. Except as expressly agreed in writing, neither party shall issue any press release, or otherwise publicly identify the other as a customer or supplier, in any marketing materials or otherwise, without the express prior authorization of the other party.
(i) Severability. If any provision contained in this Agreem ent is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, it shal l be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be in any way affected or impaired thereby and shall continue in full force and effect.
(j) Amendment. This Agreement may be modified or amended only if the amendment is made in writing and is signed by both parties.
(k) Counterparts. This Agreement and each Addenda may be executed by the parties in counterparts with the same effect as if they had signed the same document and all counterparts shall be construed togethe r and shall constitute one and the same agreement. This Agreement and any Addenda may be executed by the parties and transmitted by electronic transmission, with the same effect as if the parties had delivered an executed original.
(l) International. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Products or Services ordered or provided under this Agreement. (m) Compliance with Laws . Each party agrees to comply with all applicable federal, s tate, provincial and local laws, regulations, and orders in fulfilling its obligations under the Agreement, including as applicable laws relating to anticorruption of public officials and anti -bribery laws and regulations and the Federal Fair Debt Collection Practices Act.
(n) Authorization. Both parties represent and warrant that they have the authority to bind their respective agency, institution, or company, and that they are authorized to sign this Agreement and any Addenda hereto. (o) Captions. The captions and section headings included in this Agreement and any Addenda are for convenience only and shall not affect the scope, intent, meaning or function of any provision of this Agreement or the applicable Addenda.
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IN WITNESS WHEREOF, the parties have executed this Agreement by a duly authorized representative thereof.
T2 SYSTEMS, INC.
Per: ________________________________
Name: Joe Weiler
Title: VP, Sales
Date: _______________________________
CITY OF BURBANK
Per: ________________________________
Name: ______________________________
Title: ______________________________
Date: _______________________________
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UPSAFETY SOFTWARE SUBSCRIPTION ADDENDUM
THIS UPSAFETY SOFTWARE SUBSCRIPTION ADDENDUM (“ADDENDUM”) GOVERNS THE PROVISION AND USE OF THE SOFTWARE SOLUTION AND SERVICES PURCHASED BY CITY OF BURBANK (“CUSTOMER”) FROM T2 SYSTEMS, INC. (“ T2 SYSTEMS”).
The parties have entered into a Master C ustomer Agreement (“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.
1 Definitions
The following terms shall have their meanings defined below.
a. “Customer Data” means any data, databases, information, trademarks, service marks, logos, files, images, text, files, records or other content t hat may be provided by or on behalf of Customer or its authorized users for use in conjunction with the Software or Services.
b. “Documentation” means the T2 Systems user documentation provided to the Customer relating to the Software and Services.
c. “Go-Live” means the time when the solution is live and available for public use. d. “Professional Services” means any additional technical, development or installation services in association with this Addendum, 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. e. “SaaS Term” means th e period during which the Services and access to the Software will be provided by T2 Systems to Customer, including the Initial Term and any Renewal Term(s). f. “Services” means the hosting, maintenance, support and other services provided by T2 Systems pursuant to this Addendum.
g. “Software” means the “Citation Management Program” referring to the internet accessible management portal, Customer faci ng websites, and “Mobile Software” referring to the Android based data collection software.
h. “T2 Systems Content” means any information, documentation or other materials provided to Customer by T2 Systems relating to the Software, including, without limitation, the Documentation.
h. “Web Sites” means the web sites of T2 Systems, including the web sites that provide access to the Software.
All terms defined in this Addendum shall have the meanings ascribed thereto. Capitalized terms used in this Addendum that are not otherwise defined in this Addendum have the meaning set forth in the Agreement. 2 Appendices.
The Appendic es below are hereby incorporated into and made a part of this Addendum. In interpreting this Addendum and resolving any ambiguities, the main body of this Addendum shall control over the Appendices.
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Each reference to T2 in the Appendices shall be deemed to mean T2 Systems, Inc.
Appendix A – Cost Proposal and Quote
Appendix B – Merchant Services Addendum for Sub-Merchants Appendix C - Scope of Work (If applicable)
3 General Terms
T2 Systems will provide services (the "Services") and license all software, in cluding all web and LPR applications and related Documentation (the "Software"), necessary for Customer to operate a Citation Management Program ("CMP") to allow the Customer's parking enforcement officers to issue parking citations, accept payment for parking citations and perform citation adjudication tasks.
This Addendum (including the Quote and applicable SOW) and the Agreement constitute the entire agreement between the parties hereto with regard to the Software, Services, any technical support and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communication s between the parties regarding the Addendum Services.
4 Term and Termination
The (“Term”) of the Addendum is effective from the date on which T2 Systems signs this Addendum (the "Effective Date") and will remain in effect for three (3) years (“Initial Term”) from the date on which the Customer is trained and the Software is deployed to Customer (the “Training Date”).
If Equipment and training costs have been paid in full, either party may terminate this Addendum for convenience with sixty (60) days' written notice, or terminate for cause in the event that a party provides written notice to the other party of a material breach and the breaching party fails to cure the breach within fifteen (15) days after receiving written notice of the breach from the non-breaching party.
In the event this Addendum is terminated for convenience, the terminating party will be responsible for providing all services and/or paying all fees described herein that are incurred before the date of termination. In the event the Customer terminates this Addendum for cause, T2 Systems shall not be entitled to receive any further payment after the termination date set forth in the notice.
In the event of a termination, with written notice from the Customer, T2 Systems shall supply a CS V file which contains all the Customers textual ticket and permit data (if applicable) at no cost. Any special r equests for a different format will be scoped by T2 Systems with an estimate provided to the Customer on a time and material basis.
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:
a. All Professional Services Fees completed to date.
b. All hard costs, including incurred travel and travel expenses. c. Any rebooking fees.
d. 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 project management hours) would be billed at the reengaged project.
Upon written notice to T2 Systems, if the Customer does not reengage the project, this Addendum shall terminate in accordance with this Section.
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5 CityCite™ Platform Component Terms
T2 Systems will provide the Services as specified in Exhibit A: Agreement to Purcha se with the following terms:
I. Physical Equipment
T2 Systems will supply Equipment to Customer in the models and quantities set forth in Exhibit A: Agreement to Purchase, and under the T2 Systems limited warranty.
All Equipment provided by T2 Systems will be new and unused of the latest model available. Where any standard part or accessory of such Equipment is not desc ribed, it shall be understood that all Equipment and accessories that are provided standard with such Equipment shall be furnished.
Customer ac knowledges that the title to the Equipment shall remain with T2 Systems until such Equipment has been paid for in full. Until Equipment has been paid in full, Customer agrees to exercise reasonable care of Equipment while in its possession.
Leased Equipment that becomes lost or stolen will be the sole responsibility of the Customer, and will be billed to the Customer at the then current price. If the exact Equipment is not available, T2 Systems will provide a similar unit that is compatible with solution at the then current price.
II. Data Plans
T2 Systems will provide a data plan for each device requiring one, allowing unlimited data usage for the handheld devices covered by these plans, pursuant to the pricing in Exhibit A: Agreement to Purchase. T2 Systems expressly disclaims all warranties as to the network’s reliability, fitness for a particular purpose or uptime.
III. Paper and Physical Consumables
Paper, permits and other physical consumables will be provided in the configurations and quantities identified in Exhibit A: Agreement to Purchase. Additional paper can be purchased for the same terms for up to (1) year from Effective Date, after which paper can be purchased at T2 System’s then current price list.
If Customer orders custom printer paper not quoted i n Exhibit A: Agreement to Purchase, T2 Systems will provide a separate Agreement to Purchase to Customer detailing those costs.
IV. Public Citation Management Portal
T2 Systems will provide an online payment portal and an interactive voice recognition (IVR) sy stem through which patrons may view, pay and dispute outstanding parking citations, as well as view, purchase and apply for permits.
V. Automated Notice Generation, Owner Lookups & Collections T2 Systems will prepare all Delinquent Notices and Notice of Viola tions for outstanding tickets issued to vehicles bearing California plates and out -of-State plates (to the extent allowed by each State's DMV and T2 Systems existing integrations) to the last known registered owner(s). State agency approval will also be ob tained where applicable with assistance from the Customer. Such notices shall comply with State rules and regulations in all material respects.
a. Collections. Should the Customer request for a further collections process, Customer and T2 Systems will execute a separate addendum identifying the specific terms for referred collection accounts.
VI. Custom Software Development
Upon T2 Systems receiving a signed purchase order from Customer, T2 Systems may perform custom software development to customize the CityCite™ , CodeCite™ or ForCite™ platforms to meet the Customer’s needs. Work will be performed in accordance with an executed Statement of Work (“SOW”), and will be performed in a professional and workmanlike manner in accordance with recognized industry standards and other specifications as
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outlined in the project specific SOW. All custom software development is owned exc lusively by T2 Systems.
VII. Support & Issue Resolution
T2 Systems will provide online, telephone and email support to Customer during the Term, pr oviding live, direct T2 Systems product support from 8:00 a.m. to 5 p.m. EST, Monday through Friday, excluding nationally observed federal holidays. Additionally, voicemail will be made available 24/7 and a reply will be generated by T2 Systems initiating the support call within one (1) hour.
T2 Systems product support will assist Customers relating to, but not limit ed to:
• Recommendations for optimal use of CMP
• Problems with or questions pertaining to the operation of CMP • Problems with interfaces between CMP & other systems
• Error messages from CMP
• Printing issues related to CMP Mobile Software
• Questions about CMP customizable reporting tool
VIII. Shipping Costs
Customer will be responsible all shipping costs to its facility incurred by T2 Systems for the shipment of paper, Equipment, permits and all other physical components required to operate the CMP.
IX. Acceptance of Equipment
Customer shall inspect or test Equipment upon receipt. Customer shall be deemed to have affected final acceptance of the Equipment at the e arliest of: (a) the fifteenth (15th) day after the date of shipment, unless written notice is received by T2 Systems before such day; or, (b) the date when the Equipment is used or otherwise placed in commercial operation.
X. Out of Scope Services and Change Order Requests
Additional services or changes may be requested by the Customer must be submitted in writing by the Customer.
T2 Systems will prepare a separate statement of work along with a detailed cost estimate to be approved in writing by the Customer prior to the implementation of any changes or additions. This includes, but is not limited to, requests for additional Equipment, installation of additional sessions, Customer requested software modifications and/ or relocation of Equipment.
6 Merchant Processing Framework
In performing T2 System’s obligations in connection with the maintenance of the Public Citation Management Portal (“PCMP”), T2 Systems will serve as the merchant of record for all PCMP transactions and will supply a payment gateway for all such transactions.
Except for chargeback fees and any other transaction exception fees from T2 System's merchant bank, T2 Systems will be responsible for all merchant processing costs associated with citation payments made online through the payment portal, including, without limitation, settlement fees, payment gateway fees, and interchange reimbursement fees.
Chargeback fees from T2 System's merchant bank will be passed through directly to Customer with no markup.
T2 Systems will remit all fees and fi nes to Customer, less T2 System’s per transaction fees, refunded transactions and associated fees, merchant processing fees and chargeback and refund fees as applicable based on the pricing set forth in the Quote.
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a. Payment Processing. Should the Custom er request for payment processing, Customer and T2 Systems will execute a separate addendum identifying the specific terms for payment processing.
7 Fees
Customer agrees to the fee schedule outlined in Exhibit A: Agreement to Purchase. Invoices will be subm itted on a monthly basis, payable within thirty (30) days upon its receipt. Invoices may be submitted to Customer by United Public Safety, LLC, which is an Affiliate of T2 Systems, Inc.
Fees may increase after the initial term at every term renewal as set forth in the quote. If not defined in the quote, renewals may increase by an amount not to exceed five percent (5%) per year.
8 Payment
Payment for Software Licensing, Data Plans and CiteGuardPlus ™ warranties are invoiced one (1) year in advance once platform is Go -Live. Payment for purchased Equipment and CiteGuard™ warranties are due prior to installation. If Equipment and other upfront costs have been amortized over a three (3) year term, the lump sum payment outlined in Exhibit A: Agreement to Purchase will be invoiced one (1) year in advance.
Payments for any Revenue Share, Owner Lookups, Data Entry, Automated Notices and Call Center Support, as applicable, are invoiced monthly on an as-used basis pursuant to Exhibit A: Agreement to Purchase or other E xhibits.
T2 Systems shall keep accurate records of all Services performed under this Addendum and shall submit such information to the Customer with each invoice.
9 Web-Based License
T2 Systems grants to Customer, and Customer accepts, a nontransferable, no nexclusive license and right to access the Citation Management Program via the Internet, and to the Mobile Softwa re through mobile devices on which T2 Systems has installed its software. Customer agrees to use the Software and the Documentation only as aut horized in this Addendum, for its own internal purpose and operations, during the SaaS Term. Customer acknowledges that its access to and use of the back end Citation Management Program Software will be web -based only. The Citation Management Program will be hosted by T2 Systems and accessed and used by Customer through the use of the Internet and Customer’s computer s, while Mobile Software will be installed on Customer mobile devices exclusively by T2 Systems.
10 T2 Systems Limitations
The maximum number of Customer’s employees, contractors, volunteers, and other agents that are simultaneously accessing or using the Software at any given time shall not exceed the number of users specified in Exhibit A:
Agreement to Purchase. Customer’s use of the Software may not exceed the number of users specified without the express written agreement of T2 Systems.
11 Permitted Uses
Subject to T2 System’s database permissions and limitations, users shall be permitted access to the T2 Systems CityCite® products for the following uses (but only such uses) as described below:
By users as permitted and authorized by Customer within the terms and features of this Addendum:
a. Issuance & Management of Citations, Tickets & Permits
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b. Customization & Management of Settings, Rules, Reporting and User Permissions c. Customization & Management of Public Citation Management Portal The permitted uses describe d herein shall only be permitted during the SaaS Term. Customer agrees that upon expiration or termination of the SaaS Term, all rights granted to Customer shall immediately terminate. T2 Systems Customer shall certify in writing to T2 Systems that all copies of T2 Systems Content in any form, including partial copies, and shall erase all computer, electronic, or other storage devices have been d estroyed.
12 Upgrades
T2 Systems will install upgrades/releases of the Software which are generally made available to its other subscribers, including patches and/or fixes, as they are made available, at no charge during the SaaS Term. 13 Customer Responsibilities
Customer is responsible for administering security within the T2 Systems applications (e.g., the granting of rights to a user for a specific form in the application), including maintaining the secrecy and protection of all usernames and passwords provi ded to Customer. Customer is responsible for maintaining its user desktops and other devices and providing users network and internet access to the Software. Customer is also responsible for ensuring that its users comply with these terms and conditions w ith respect to use of the Software and Services. Customer shall provide secure connectivity to the Internet for its location(s) for purposes of providing adequate access to Software hosted at the Customers hosting site.
T2 Systems shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configu rations, used by Customer in accessing the Software via the Internet. Customer shall provide adequate industry “best practice” standards to ens ure reasonable security for integration between applications at the Customer site and Software hosted by T2 Systems. Customer shall provide accurate input information in the manner T2 Systems in connection with the Software and Services. Customer shall adv ise T2 Systems of any changes to Customer’s operations, banking relationships, Primary Contact, or other informat ion that would require a change in the support, operation, or configuration of the hosted Software. Customer shall configure necessary user acc ounts via the administrator account provided by T2 Systems. Customer shall be responsible for ensuring that any Customer Data is accurate, not corrupt in any way, and does not contain any viruses.
Customer shall be solely responsible for, and shall hold T2 Systems, 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, statem ents and other content transmitted, posted, received or created on the T2 Systems system through Customer’s account, even if transmitted, posted, received or created by a third party
14 Other Restrictions
Use of the Software and Services is restricted to use by the specific licensing entity only, and only for Customer’s internal business purposes. Customer may not use the Software or Services for the benefit of any third parties or provide service bureau or other access or use of the Software or Services to t hird parties. Customer may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software, Services (or any portion thereof, including without limitation any capacity) or the User Documentation, or any portions thereof, to any third party, and shall be deemed a material breach. Customer may not reverse engineer, d isassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. Customer shall not use the Software for any commercial purpose beyond the functionality for which the Software is intended. Customer hereby agrees, represents and warrants to T2 Systems that Customer will not access or use the Software or the Web Sites for any
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purpose that is unlawful or prohibited by these terms and conditions.
Customer will not use the Software, Services or T2 Systems CityCite, CodeCite and ForCite cloud product to take any actions that (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, or obscene; (iv) constitute una uthorized entry to any machine accessible via the network; (v) create or build any derivative works from any info rmation, content, software, products or services obtained from or otherwise connected to T2 System’s Software or Web Sites, including appending such information or content to Customer’s internal database for distribution to multiple nonprofits as a donor database product or service; or (vi) distribute, transfer or resell the results of Customer’s use of the Software, Services or Web Sites.
Customer shall not interfere with or disrupt network users, services or equipment with the intent to cause an excessiv e or disproportionate load on T2 System’s or its suppliers’ infrastructure by means of (but not limited to) distribution of unsolicited bulk em ails or chain letters, viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines. Customer further agrees to cooperate with T2 Systems in causing any unauthorized use (including but not limited to co-branding, framing or hyper-linking) and to immediately cease.
15 Location, Audio, Image and Video Services
Customer acknowledges and cons ents to the automated and manual creation and/or collection of Location -Based, Audio, Image, and/or Video Services information in the Software and/or device through interaction between the devices where the Software is installed, T2 System’s servers, and third party applications and systems. T2 Systems will use commercially reasonable efforts to ensure the accuracy of Location -Based, Audio, Image , and/or Video Services; however, T2 Systems assumes no liability or responsibility in the event of inaccuracies in such information. While T2 Systems uses commercially reasonable efforts to safeguard such information, T2 Systems assumes no liability or responsibility for losses resulting from illegal or fraudulent access to Location -Based, Audio, Image, and/or Video Services related information. T2 Systems also reserves the right to make such information available to auditors, police and other governmental agencies as permitted or required by law.
16 Software Modifications
Customer shall not make any unpermitted modifi cations to the Software. Any unpermitted modifications that Customer makes to the Software will void any warranty obligations contained in this Addendum and T2 Systems in its sole discretion, may terminate this Addendum.
17 Warranties
T2 Systems Limited Warranty. Each party warrants that (i) it has the right and power to enter into these Terms and Conditions, and (ii) it will comply with all appl icable laws and regulations. T2 Systems warrants that the Services will be performed in a professional and workm anlike manner in accordance with recognized industry standards and other specifications as outlined in this Addendum.
Exclusive Remedies. If, during the warranty period the Software fails to comply with the specifications, T2 System's entire liability and Customer’s exclusive remedy will be either to (a) repair or replacement of the Software, or (b) if in T2 System’s opinion such repair or repla cement is not possible, termination of the SaaS Term and a refund of the Subscription Fees paid for the Software of the current annual Term. This limited warranty is void if failure of the Software has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the Software, including any use not consistent with the Documentation or T2 Systems training. T2 System's entire liability and Customer’s exclusive remedy for any breach of warranty with respect to the Services as described above shall be T2
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Systems re-performing the Services performed.
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APPENDIX A: MERCHANT SERVICES ADDENDUM FOR SUB-MERCHANTS
This MERCHANT SERVICES ADDENDUM FOR SUB-MERCHANTS (“Agreement”) is made with City of Burbank (“Sub- merchant”) in connection with the agreement between Sub- merchant and T2 Systems, Inc. (“T2”). T2’s designated financial institution (“Bank”) and payment processor (“Processor”) that T2 has contracted with to support the Services and are members of the Associations provid ing sponsorship services in connection with this Agreement, 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”), American Express (“Amex”) 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, Processor understands that Sub -merchant may have contracted with T2 to obtain certain processing services and that T2 may have agreed t o be responsible to Sub- merchant for all or part of Sub - merchant’s obligations contained herein. Bank and Processor may be changed at any time without prior notice.
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 Sta ndard, 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, Discover and Amex websites for a copy of the Visa, MasterCard, American Express and Discover regulations. Sub -merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regu lations (“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 Contr ol (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to , Sub-merchant’s software providers and/or equipment providers. T2 may suspend or terminate the Services at any time if Sub-Merchant is not eligible under Law or Operating Regulations 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
If appropriately indicated in Sub- merchant’s agreement with T 2, Sub-merchant may be a limited -acceptance merchant, which means that Sub- merchant has elected to accept only ce rtain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indi cate the same. Processor 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 Processor, 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 po int 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 t o accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differenti ate 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 Federa l Reserve). Sub -merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following
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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 acc ount 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) re quest 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 participat ing in a cash back service; (vi) submit any transaction receipt for a transaction that was previously charged back to the Processor an d subsequently returned to Sub- merchant, irrespective of cardholder approval; (vii) accept a Visa consumer credit card 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 exist ing 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 Ope rating 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, Processor will process Sub -merchant’s sales data to facilitate the funds tra nsfer between the various Associations and Sub- merchant. After Processor receives credit for such sales data, subject to the terms set forth h erein, Processor will fund Sub -merchant, either directly to the Sub- merchant -Owned Designated Account or through T2 to an account designated by T2 (“T2Designated Account”), at Processor’s discretion, for such card transactions. Sub -merchant agrees that t he deposit of funds to the T2 Designated Account, if applicable, shall discharge Processor of its settlement obli gation to Sub -merchant, and that any dispute regarding the receipt or amount of settlement shall be between T2 and Sub- merchant. Processor will debit the T2Designated Account for funds owed to Processor as a result of the Services provided hereunder, provided that Processor may also debit Sub- merchant’s designated demand deposit account (“Sub- merchant -Owned Designated Account”) upon receipt of s uch account information from Sub -merchant or T2, or if Processor 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 Processor r easonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or T2.
4. Term and Termination. This Agreement shall be binding upon Sub- merchant’s execution. T he term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon P rocessor, on the date Processor accepts this Agreement by issuing a merchant identification number, and shall be coterminous with T2’s agreemen t with Sub-merchant.
Notwithstanding the foregoing, Processor may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or T2 fails to pay any amount to Processor when due, (ii) in Processor's opinion, pro vision of a service to Sub-merchant or T2 may be a violation of the Operating Regulations or any Laws, (iii) Processor believes that Sub -merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Processor determines Sub -merchant poses a financial or regulatory risk to Processor or an Association, (v) Processor’s agreement with T2 terminates, (vi) any Associati on deregisters T2, (vii) Processor ceases to be a member of the Associations or fails to have the required licenses , or (viii) Processor is required to do so by any of the Associations.
5. Sub-Merchant Responsibility. Sub -merchant agrees to be responsible for all liabilities, obligations, damages, claims, suits, proceedings, costs, fees and expenses, including reasonable attorneys’ fees and costs, directly arising out of the gross negligence or willful misconduct of Sub-merchant or any of its Affiliates, or breach of the Agreement by Sub-merchant.
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6. Limits of Liability. Sub -merchant agrees to provide Processor, via communication with T2, with written notice of any alleged breach by Processor of this Agreement, which notice wi ll specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred if breach is known by Sub- merchant. 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.So
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, PROCESSOR DISCLAIMS ALL WARRANTIES, INCLUD ING,
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 Processor 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 T2 and not against P rocessor, unless otherwise specifically set forth in the Operating Regulations. In no event Processor shall have any liability to Sub-merchant with respect to this Agreement or the Services. Sub -merchant acknowledges Processor is only providing this Agree ment to assist in T2’s processing relationship with Sub -merchant, that Processor is not liable for any action or failure to act by T2, and that Processor shall have no liability whatsoever in connection with any products or services provided to Sub- merchant by T2. If T2 is unable to provide its services to Sub -merchant in connection with this Agreement and Processor 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 Processor’s then current Bank Card Merchant Agreement, which would be provided to Sub- merchant, will govern Processor’s relationship with Sub -merchant. If T2 subsequently provides its services to Sub -merchant in connection with this Agreemen t, Processor will cease to provide such services after receipt of notice from T2 and this Agreement will govern Processor’s relationship with Sub-merchant.
7. Miscellaneous. This Agreement may not be assigned by Sub- merchant without the prior written consent of Processor. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successor s, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Processor and Sub -merchant and is not for the benefit of, and may not be enforced by, any other party. Processor may amend this Agreement upon mutual agreement. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provis ion will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement “Bank” as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. The Bank is a party to this Agreement. The Bank may be changed, and its rights and obligations assigned to another party by Processor at any time without notice to Sub- merchant.
ATTACHMENT 1 – 22
EXHIBIT 1 – ADDITIONAL SUPPLEMENTAL TERMS
1. Transaction Processing and Reporting . Subject to the terms of this Agreement, 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 Agreement. The deposit of transaction funds to the Sub- merchant -Owned Designated 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. Unless otherwise agreed to in writing by the parties, Sub-Merchant shall electronically deliver to T2 or Processor (as agreed among the parties) all tran saction 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.
2. Third Party Assessments . Notwithstanding any other provision of this Agreement, 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 direct connection with payment processing under this Agreement by the Associations or other third parties to the extent that such amounts ar e not the direct result of the gross negligence or willful misconduct of T2, Processor, or Bank, as applicable. In the event that Processor or any third party assesses T2 a cost of funds associated with a circumst ance 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.
2. T2 Fees. Sub -Merchant agrees to pay T2 the fees , expenses, and all other amounts set forth in this Agreement (“Fees”), which is referenced and incorporated in the Quote. All amounts owed under this Agreement, are due when invoiced or as otherwise directed. Any such amounts not paid when due shall be c harged interest at 1% per month but in no event more than the highest rate permitted by Law. Unless otherwise mut ually agreed in writing by the parties, T2 agrees not to change any of its Fees 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 Associations, or other third parties (“ Pass Through Fees”).
In the event that T2 exercises its right to increase any Fees under this Section (exc lusive of any changes in Pass Through Fees), T2 will provide Sub -Merchant thirty (30) days’ advance written notic e. An increase of T2 Fees will be based on the annual transaction volume tiers, which will be no greater than five cents ($0.05) per transacti on. Review of the annual transaction volume tiers will take place upon the anniversary of each Term of the Effective Date of this Agreement. If Sub -Merchant does not agree to any such increases in Fees during this notice period, Sub- Merchant may terminate this Agreement with thirty (30) days’ written notice to T2, during which period T2 shall continue to charge the existing Fees during the termination and wind- down period. T2, Processor, and Bank may refuse to provide the Services in the event any of the parties have not been paid by Sub-Merchant for the Services contemplated herein.
3. Right of Offset. 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 Agreement again st (i) any amounts, including transactions, which T2 would otherwise deposit to the Sub -merchant -Owned Designated Account; (ii); any other amounts T2 may owe Sub- Merchant under this Agreement; or (iii) against any property of Sub- Merchant in the possessio n 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 Agreement. 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.
ATTACHMENT 1 – 23
Statement of Work
City of Burbank, CA
Sales Manager Poppy Guloien Project Engineer Drew Hoffmann/Matt McDaniel
Created Date 12/13/2022 SOW Expiration Date 1/22/2024
Customer Number Referenced Quote Number N/A
ATTACHMENT 1 – 24
Introduction
This Statement of Work (SOW) outlines the general scope, level of effort, and associated responsibilities required to implement the quoted Solution. The SOW governs the deliverables and process for the project engagement. The Statement of Work and any Quotes, Addendums, Change Orders and Project Schedule shall be governed by the terms of the executed City of Burbank, CA T2 Master Agreement with Effective date _______________________________. The SOW is developed in conjunction with the Quote.
Problem to Solve: Patrons that reside within the City of Burbank, CA need a more intuitive way to find out which permits they are eligible to register for than UPsafety offers today. Currently, the process requires too many clicks and has a high potential for user error due to the complexity of Burbank’s permitting zones. In order to solve this, the City of Burbank wou ld like UPsafety to make the following changes to the workflow when patrons utilize the permit zone map view and Google Places Address search functionality with the permit store of the Patron Portal.
Work To Be Completed: Within the UPsafety PE Patron Portal, where permit zones have been defined via a Geo JSON file and appear defined within the map view of the permit store, where also Google Places address search is turned on, the following changes must be made to accommodate the patrons of City of Burbank, CA in order to streamli ne and simplify the permit purchasing process.
• Upon address search and selection based on Google Places search results returned, automatically select the defined zone that the address falls, rather than dropping a pin and having the patron user manually select the zone. • Based on the zone that is automatically selected, filter the list of available permits associated with that zone.
ATTACHMENT 1 – 25
Project Term
T2’s Services are planned to begin on 2/16/2024 and the parties estimate that services will be completed by 04/2024. These dates are only valid if this document is executed by expiration date on the cover page. The project pl anned timelines may be changed due to delays in executing this SOW. Any changes to the project term will be negotiated in good faith and be mutually agreeable to both T2 and the Client.
Change Management Process
The Change Management Process covers changes to the Project including scope, schedule, and deliverables during the project timeline covered by this SOW. If either party identifies a requirement that may be out of scope, then the issue should be raised to the Project Manager(s) to determine if initiating the change management process is warranted.
In the event that the scope changes, the Project Manager(s) will be notified in advance and a Change Order will be initiated.
The changes will not be implemented until the Change Order is executed. Change Orders will be invoiced based on the
ATTACHMENT 1 – 26
payment terms described in the original quote.
Travel & Expenses
We do not anticipate this project requiring travel. However, if travel is required, reasonable travel and out-of-pocket expenses will be invoiced separately (including state sales tax). Any travel that is required beyond that specified in the Quote will require written approval from the Customer, and such travel will be invoiced accordingly.
Standard Billing Terms
• T2 Systems has agreed to do the work outlined in this scope free of charge to the City of Burbank. • Should the scope change from what is outlined in this document charges may apply.
Authorization to Begin Work
Delivery of Services is dependent upon receiving written authorization from the Customer . The signature below represents the Customer’s approval for T2 to commence work on this project as currently defined, including exhibits indicated below, with an agreement to pay all fees incurred in the delivery of such work.
Exhibit 1.0 – Scope Statement
T2 Systems, Inc. City of Burbank
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
ATTACHMENT 1 – 27
ADDIONAL SPECIFICATIONS
ATTACHMENT 1 – 28
Attachment 1
INSURANCE REQUIREMENTS
Consultant shall procure and maintain, for the Term of this Agreeme nt, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of t he work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Commercial General Liability : Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“ CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $2,000,000.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident combined single limit for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with statutory limits, and employer’s liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Consultant’s profession (“E&O Insurance”), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant.
B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, agents, and volunteers are to be covered a s additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
ATTACHMENT 1 – 29
For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days’ prior written notice to the City or ten (10) days’ prior written notice for non-payment of premium.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of t he payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endor sement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City before final execution of the Agreement. The City may request the Consultant to purchase coverage with a lower deductible or retention , at Consultants sole decision, or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Such insurers shall be licensed to provide insurance under California state law.
Claims Made Policies. For the E&O Insurance Policy and any other insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):
1. The “Retroactive Date” must be shown, and must be before the Effective Date.
2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the work required under the Agreement.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Agreement Effective Date, the Consultant must purc hase “extended reporting” coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this Agreement. A ll certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not
ATTACHMENT 1 – 30
waive the Consultant’s obligation to provide them. The City reserve s the right to require complete, certified copies of all required insurance certificates, including endorsements required by these specifications, at any time.
Cyber Liability Insurance
Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. City shall inform Consultant if such insurance is required.
ATTACHMENT 1 – 31
Prepared by
POPPY
GULOIEN 403-
998-7972
[email protected]
321 Morris Road,
Fort Washington, PA, 19034
T2 Systems, Inc. - Confidential Quotation
a Verra Mobility Company
8900 Keystone Xing, Suite 700
Indianapolis, IN 46240-4697
For: City of Burbank -
CA
Quote ID: Q-30807
Date Issued: 12/13/2022
Expires: 7/31/2024
Bill To:
City of Burbank - CA
275 East Olive Avenue
Burbank, California 91502
United States
Prepared By:
Poppy Guloien
Prepared For:
Jo WienCek
Ship To:
City of Burbank - CA
275 East Olive Avenue
Burbank, CA 91502
United States
Jo WienCek
9496835755
[email protected]
EIN: 956000683
Subscriptions
Product Name Product
Code
Quantity Sales Price Total
ATTACHMENT 1 – 32
UPsafety Subscription Service - PE Mobile License(s)
Year 1 @ $229 per license per month – billed annually 100.5000 7.00 USD 2,748.00 USD 19,236.00 UPsafety Automated Delinquent Notices – $1.00 per
Automated Notification
Year 1 100.5017 1.00 USD 0.00 USD 0.00
Billed monthly based on actuals @ $1.00 per notice
UPsafety Automated Lookups
Year 1 100.5016 1.00 USD 0.00 USD 0.00
Billed monthly based on actuals @ $2.50 per registered owner found FIRST YEAR SUBSCRIPTION TOTAL: USD 19,236.00
Services
Product
Code
Product Name Quantity Sales Price Total
100.5029 UPsafety Personalized Webinar Training 1.00 USD 895.00 USD 895.00 100.5014 UPsafety Client Cloud Setup & Customization 1.00 USD 1,875.00 USD 1,875.00 100.5031 UPsafety Automated Lookups – In State 1.00 USD 0.00 USD 0.00 California DMV lookups at cost
TOTAL: USD 2,770.00
Hardware
Product
Code
Product Name Quantity Sales Price Total
504.0087 UPsafety Payment Terminal BBPOS WisePOS E 2.00 USD 399.00 USD 798.00 504.0117 UPsafety WisePOS BBPOS E-Dock Only 2.00 USD 59.99 USD 119.98 TOTAL: USD 917.98
Other
Product
Code
Product Name Quantity Sales Price Total
*** Comment 1.00 USD 0.00 USD 0.00
Shipping and taxes will be calculated and added to invoicing. __
Enforcement hardware, data plan, warranty and paper will be sold separately on Q-35355 TOTAL: USD 0.00
Year 1 Total: USD 22,923.98
Year 2 Total: USD 19,236.00
Year 3 Total: USD 19,236.00
ATTACHMENT 1 – 33
Net Total: USD 61,395.98
Tax Amount: USD 6,009.18
Tax Comments: N/A
Total: USD 67,405.16
Additional Information:
Freight Term:
Payment Terms:
IRIS Profile:
End User: City of Burbank - CA
GP Customer Number:
ATTACHMENT 1 – 34
Billing Terms
Additional fees for variable cost services utilized.
Hardware, including subcontractor hardware, and shipping invoiced at time of delivery.
Subscriptions are invoiced upon receiving access to licensed product.
-Subscription pricing for Years 2 and 3 are locked in for these years for detailed configuration/licensing/fees/rates listed above. Additional purchases and services during Years 2 and 3 will increase cost but the subscriptions would remain the same.
Professional Services invoiced on Project Go-Live.
Travel invoiced as incurred.
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.
Purchase orders can be forwarded to [email protected]
Quote is developed in conjunction with Statement of Work, if applicable. If any billing term language conflicts occur, Standard Billing Terms section of Statement of Work document takes precedence.
Quote Number: Q-30807
Customer
/THEIRSIG/
Signature
/THEIRNAME/
Print Name
/THEIRTITLE/
Title
/THEIRDATE/
Date
/PONO/
PO #
ATTACHMENT 1 – 35
United Public Safety | Cost Proposal
The products and services listed in the section below are included in the quote above.
Platform Pricing and 24/7 Software Support
CityCite™ Platform Fee – Pricing for our cloud-hosted software suite at a recurring monthly license fee which is charged per active handheld device per month and is established based on the number of systems required to integrate (ie. LPR, pay stations, mobile payment, reservations, sensors etc). There is no charge to integrate with T2 Systems solutions.
Tiered Pricing Breakdown
No integrations = $229.00
1 – 2 integrations = $249.00
3+ integrations = $299.00
This fee includes:
1) A license for (1) mobile user and (1) concurrent cloud user to use our front-end data entry software, and cloud-based back-end management software. This includes access to all features of our software, including the iPermit permitting module.
2) 24/7/365 in-house help desk support for any and all software and hardware issues.
3) Access to our Client Resource Center, which provides in-depth details of the functionality within our mobile and back-end software, including video demonstrations and guided walkthroughs.
4) Any and all software updates, including product enhancements, issue resolutions, and new feature releases as they become available. Since inception, we have been releasing new software to clients rapidly.
Some major upgrades in 2022, provided at no additional cost to ALL current subscribers, included:
• Extensive User Interface updates
• Citizen Connect Patron Account Management
• Field Alerts
• Pre-Approved List API
• Streamlined Chargeback MGMT
• Permit Configuration Updates and Improvements
• QR code that redirects you to the permit in question
• Two-way integration with T2 Collections service, CCS
To ensure these features are fully utilized, we regularly hold UPsafety User Webinars , at no additional cost to subscribers, before each major update to identify, train, and answer any and all customer questions and concerns. Users who cannot make the webinar can request a recorded copy to view anytime.
5) One free admission to our yearly Users Conference in your first year.
ATTACHMENT 1 – 36
Patron Portal – Greater of 4.00% or $3.00 per Citation or Permit Paid Online We can fully customize an e-commerce site to meet your needs, including branding, adding customized dispute fields, and developing lookup logic. Gateway and processing fees are included in this pricing. Through the portal, patrons can:
• Review photo evidence, as well as all ticket data recorded at the time of issuance • Pay tickets online, from the moment a ticket is issued, via QR code on the ticket, the website printed on the ticket, or, through the Interactive Voice Response (IVR) phone number • Dispute and inquire as to ticket status, including the upload documents to be viewed by enforcement or administrative staff
When a violator pays a $30.00 citation, they will pay the citation amount, plus the service fee, and we will remit the full $30.00 citation value to you next day.
Training and Implementation
Personalized Webinar Training – $895.00 One Time
This fee is for online training of your officers and administrators on how to use the system inside and out, as well as training managers to a Train the Trainer standard.
Cloud Set Up and Customization – $1,875.00 One Time
We charge this fee to fully customize the cloud to your department, including setting permissions for each individual employee, implementing ticket lifecycle business logic, creating report templates specified by managers, importing common street names in order to optimize officer drop-down lists and more.
Our project managers work quickly, and with your help we can implement your perfect solution within 90 days of contract signing. For projects which cannot be implemented by UPsafety within 90 days of the contract execution date due to factors within your control, an extended project management fee of $500 per week will apply.
Examples of factors within your control include but are not limited to; failure to provide appropriate information, resources, or personnel reasonably necessary to complete implementation. Any delays caused by third parties or by events outside the control of either UPsafety or you would not be applicable.
Processing & Other per Item Services
DMV Research
In State – At Cost
For DMV research for in-state violators, we only charge for lookups when the state levies a fee to conduct a lookup.
Out of State – $2.50 per Violator Found
DMV research for violators, we charge Per Successful Plate Lookup, which means that a charge is only incurred if a valid address has been found for the requested plate.
Automated Delinquent Notices – $1.00 per letter includes stamps and stationery
The cost of customizing physical notices, which will be mailed to violators as warnings and requests for
ATTACHMENT 1 – 37
payment, or, for any other automated correspondence on behalf of your organization, is fully included in the set-up process. This fee is for the printing, stamping and mailing of physical notices to violators .
Programmatic Data Conversion – $125.00 per Hour (Up to three years of permit and citation data conversion from existing platform waived)
Assuming cooperation from the incumbent vendor, we will migrate all records from the current system to CityCite.
BBPOS WisePOS E Payment Terminal(s) – $399.00 per Unit
If the Client would prefer a more integrated option for in-person credit and debit card payments, these Terminals integrate directly to the UPsafety cloud, allowing the Client a fully web-based point of sale which allows:
• Payments to be initiated directly through the Cloud software. When a cashier selects “Accept Card Payment”, the Terminal will accept payment only for the amount of selected items.
Boasting a full color, touchscreen display, the BBPOS WisePOS E comes with EMV standard, and also allows for expanded functionality as payment trends change, including mobile wallet acceptance, EMV capabilities, and NFC/CTLS.
WisePOS BBPOS E-Dock for Payment Terminal(s) – $59.99 per
The WisePOS E connects via Wi-Fi. However, if preferred, ethernet connectivity for the WisePOS E reader can be established with the use of an optional dock, which provides wired ethernet connectivity while also keeping your smart reader fully charged using the included charging cable. The Ethernet Dock features a 10/100 Ethernet port, rubber feet for stable countertop usage, and is designed for easy docking and undocking using the pins on the back of the reader. The included charging cable can be plugged into any USB-A power adapter and has a minimum power requirement of 5V-2A (10W).
If Terminal(s) are utilized: Credit Card Processing – 2.9% and $0.25 per Transaction This fee will be billed monthly and included on a unified invoice for the amount of processing completed through purchased and utilized UPsafety terminals in the previous month; never taken out of your remittance totals. We believe this makes it easier to track, manage and audit. Please note these fees cover gateway and processing fees and take the place of the $3 or 4% that is charged on patron portal purchases, not in addition to.
ATTACHMENT 1 – 38
The products and services listed in the section below are options and pricing for items that are not included in the quote above but will be available to the city should they decide to add them at a later date.
Only items listed on the Quote will be included.
Hardware Pricing
Unlike many enforcement providers, we provide full, in-house support for the hardware we resell to you. That means that instead of calling Printek/Samsung’s technical support hotline, you’re calling our fully US-based staff under the same one- hour Service Level Agreement that we maintain for our software. We believe anything less is not supporting the whole solution.
There are three main hardware options as follows:
XF Print Hardware Package - $2,695.00 per Package
We recommend this successor to our popular N5 class of one-piece devices as the workhorse device for your enforcement personnel. The hardware package includes the mobile computer, two hot -swappable external battery packs, a charging dock that allows both the device and a supplemental battery to be charged in tandem, a power supply/charging cable, a strap, carrying case, and vehicle charger.
Samsung Note 20 & Printek FP530 Thermal Printer – $1,950.00 per Package
For a two-piece solution, this is an excellent choice. This package includes (1) new in box Samsung Galaxy S20 device, (1) ruggedized case, (1) stylus, (1) new in-box Printek FP 530 3” Bluetooth printer including a belt clip.
Client-Procured Android Device + BT Printek FP530 Printer – $659.00 per Printer + $225.00 per Android Device Configuration
Client could procure the compatible Android device of its choosing to pair with the FP530 3-inch Printer and configure device to utilize the CityCite mobile software.
Hardware Warranty & Data Plan Options
CiteGuardPlus Warranty – $35 per Device per Month
In the case of hardware damage or failure, this warranty fully covers:
1.) Immediate shipment of a no-cost Loaner device to replace the affected device
2.) A call tag for the affected device for shipment to our offices for repair
3.) Shipping for the repaired device back to your offices
4.) A call tag for the Loaner device
This provides for instant remediation of hardware issues, and keeps officers enforcing.
Please note that we offer up to two years of warranty on our two piece solution and up to three years of warranty on the XF all in one solution. We do not offer warranty on client procured devices.
Verizon 5G Data Plan – $35.00 per Device per Month
We resell data plans from Verizon exclusively, because their network and speed are uncompromising. This plan includes mobile data for one device.
ATTACHMENT 1 – 39
CityCite™ Platform Fee – $199.00 per Additional Back Office License per Month
We sell our cloud-hosted software suite at a recurring monthly license fee per additional back -office license per month.
Authentication – $600.00 per year per system
Authentication is an optional recurring annual service that is charged per UPsafety system and can be prov ided with Shibboleth or CAS or most SAML 2.0 products to restrict the eligibility to purchase certain permit types (of your choosing) only to people who have your company credentials. People who do not possess a username and password for your company will not be able to purchase that permit type.
CodeCite™ Platform Fee – $199.00 per Handheld per Month or $99.00 per Month if added to a handheld with CityCite™
CityCite issues citations to vehicle license plates only. If you wish to issue citations to an address or an individual we offer our CodeCite module. If you wish to add the ability to issue code violations to an address or a person you may either add this functionality to existing handhelds used for parking enforcement this functionality can be added for $99 per handheld per month. If you prefer to use separate handhelds for code violations the platform fee will be $199 per handheld per month. Please note that CodeCite can be configured to issue violations to a property or an individual but not to both in the same module. If you wish to have access to both options charges will be applied twice. Also, adding CodeCite for issuance to individuals or property addresses will incur additional training and customization charges for each option.
Standard Polyvinyl Paper – ~$0.05 Per Ticket Written
We provide top quality water and tear resistant polyvinyl paper at a price of $169.00/Case. There are 50 rolls per case and clients see anywhere between 60-70 tickets per roll. The value of $.05/ticket that we mention in our literature is computed as follows:
$169 Per Case = $3.38 Per Roll = $ 0.05 Per Ticket 50 Rolls Per Case 65 Tickets Per Roll
Please note that citations can be configured at a variety of different lengths so the length of your cit ations may change these estimated paper usage projections.
Custom Software Development (SDE) – $200.00 per Hour for Out-of-Scope Work
We staff a team of Cloud and Mobile software engineers, tasked with constantly improving our product for the better and customizing the product to meet the needs of our customers. We will only bill for software development that exceeds the scope of work specified in this proposal.
Scanner L-Tron 4910LR MDT –$475.00 per Unit
Microphone Style Driver’s License Area Imaging Scanner(s) that enable your officers to scan drivers licenses and vehicle registration to populate data fields in the cloud with ease.
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Collection Services Addendum
THIS COLLECTION SERVICES ADDENDUM GOVERNS THE PROVISION AND USE OF COLLECTION SERVIC ES PURCHASED BY CITY OF BURBANK (“CUSTOMER”) FROM CITATION COLLECTION SERVICES, LLC (“CCS”).
1. BACKGROUND.
The parties have entered into a Master Customer Agreement (“Agreement”) with Effective Date XXXXX. T his Addendum is incorporated into and subject to the terms of the Agreement and the terms of the Agreement are incorporated herein. To the extent of any conflict between the terms of this Addendum and the Agreement, the terms of the Addendum shall control. All terms defined in this Addendum shall have the meanings ascribed thereto. Capitalized terms used in this Addendum that are not otherwise defined in this Addendum have the meaning set forth in the Agreement.
Customer has authority pursuant to certain laws, ordinances and/or regulations to assess and collect fines and citations for violations of these laws, ordinances and/or regulations. CCS is a duly licensed collection agency, and possesses the personn el, experience, expertise, and equipment to collect the fines and citations through an effectiv e collection process and court action, if necessary. Customer and CCS have mutually agreed that CCS will assist in the collection of, or actually collect, certain unp aid fines and citations (the “Accounts”) which Customer refers to CCS from time to time during the Term of this Addendum.
2. REFERRED ACCOUNTS.
(a) Referred Accounts. Pursuant to the terms and conditions of this Addendum, Customer shall provide to CCS, from time to time, those Accounts which Customer desires CCS to assist in the collection of (or a ctually collect) on behalf of Customer. All Accounts submitted to, and accepted by, CCS shall be referred to as “Referred Accounts.” (b) Collection of Referred Accounts. CCS agrees to undertake the collection of each Referred Account in accordance with the l evel of service selected by Customer which shall be described in more detail in a Statement of Work (“SOW”) in the form attached hereto as Exhibit A (collectively, the “Collection Services”). (c) CCS Collection Services. During the Term of this Addendum, CCS agrees to employ such lawful means, methods, and procedures as in CCS’s judgment, discretion and experience, it believes will best effect the collection of the Referred Accou nts.
CCS may use outside contractors or vendors to perform certain portions of th e Collection Services and/or gather information about Referred Accounts and the obligors thereon.
(d) Authority to Settle Referred Accounts. Customer hereby authorizes CCS to collect, compromise, or settle each Referred Account. However, unless otherwise aut horized by Customer in writing, any such settlement shall be in conformance with the minimum amounts as set forth on the applicable SOW related to the Referred Account in question. (e) Transfer of Accounts. All Accounts will be forwarded to CCS using the syst ems and procedures designed by CCS. Upon request of CCS, Customer will provide certified copies or originals of violation notices, tickets, citations, assessment letters, and any other documents necessary for use by CCS in collection of the Referred Accou nts. CCS agrees to keep all such documents confidential and to not use or disclose them (or the information contained therein) for any purpose other than the performance of the Collection Services.
(f) Exclusivity of Collection Services. Customer agrees that CCS shall be the exclusive third-party collector of all Referred Accounts during the Term of this Addendum and during any applicable retention period set forth in Section 3. If Customer refers an Account to CCS, which becomes a Referred Account, Customer may continue to exercise its collection efforts with respect to such Referred Account; provided, however, that CCS shall be entitled to payment pursuant to the terms of this Addendum for all collections made against such Referred Account, irrespective of who makes such collection. (g) Referred Accounts do not include any Accounts that have been rejected by CCS or any Referred Accounts that have been returned by CCS. If the parker pays Customer’s previous collections company for a Referred Account, that payment will be returned to the parker as the Customer is no longer in contract with the previous collections company. CCS will not take
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payments made out to the previous collections company. If the parker pays the DMV or FTB after the citation has been referred to CCS, that citation will be processed by CCS pursuant to section 4(b). (h) Rejected and Returned Accounts. CCS may reject any Account or return any Referred Account, in writing, to Customer at any time for any reason (or no reason) in its sole discretion . After an Account is rejected or a Referred Account is returned to Customer at CCS’s request, CCS shall not be entitled to any additional fees with respect thereto. CCS will return to Custome r such Referred Accounts which it determines, in its sole judgment and discretion, to be uncollectible. If Customer wishes to remove a Referred Account from CCS (the “Returned Accounts”), Customer will notify CCS in writing at least ten (10) days in advance (the “Return Notice”). Section 3 shall govern the collecti on on any Returned Accounts. Within thirty (30) days of the expiration of the one (1) year period set forth in Section 3 for Returned Accounts, CCS agrees to return each such Returned Account to Customer.
3. TERM AND TERMINATION.
(a) Term. The initial term of this Addendum is three (3) years (the “Term”). (b) Termination. Either party may terminate this Addendum if the other party fails to perform any obligation hereunder which failure is not cured within fifteen (15) days after notice from the other party, excep t that CCS may terminate this Addendum immediately for Customer’s failure to pay any amounts hereunder when due and payable. In the event CCS elects to retain any Referred or Returned Account pursuant to the section below, the provisions of this Addendum applicable to such continuing collection efforts shall survive any termination or expiration of this Addendum until all rights and obligations hereunder are fully performed and/or satisfied with respect to such accounts. (c) Retention of Referred Accounts. Upon the expiration of this Addendum or earlier termination of this Addendum by CCS due to a breach by Customer, CCS shall have the right, at its sole discretion, to retain for collection, pursuant to the terms and conditions of this Addendum, any Referred Account upon which a partial payment has been made within the prior one (1) year period or which is subject to an agreed upon payment plan.
4. PAYMENT TERMS.
(a) Collection fees. During the term of this addendum and during any applicable retention period set fort h in Section 3, CCS shall be entitled to the fees, costs, and expenses set forth (in the SOW applicable referred account) per each referred account collected. (regardless of whether collected by CCS, Customer, or others.) (b) Payments to and from Customer. CC S shall remit each payment it collects on a Referred Account to Customer, minus CCS’s fees and any other amounts owed to CCS, on or before the twentieth (20th) day of each month following the month in which the amount was actually collected. Customer shal l remit, or cause to be remitted, all amounts owed CCS under this Addendum, if any, within thirty (30) days of receipt of notice thereof from CCS. A late fee of one percent (1%) per month sh all be assessed on all past due amounts from Customer based upon the aggregate amount of all past due monies. CCS shall also be entitled to reasonable attorney’s fees and other costs of collection incurred in attempting to collect past due amounts fr om Customer.
(c) Direct Payments. Customer agrees to immediately notify C CS of any payments on a Referred Account made directly to Customer, and CCS will be entitled to the fees specified in this Addendum as if CCS had actually collected the Referred Account. Any such amounts may be deducted from Customer’s next monthly payment from CCS.
5. MISCELLANEOUS.
(a) Inspection Rights. Customer, its auditors, or any governmental agency or other party authorized to supervise, regulate or audit Customer, may examine CCS’s records pertaining to the Referred Accounts during normal business hours and upon ten (10) days’ advance written notice; or with less notice if required of Customer by any such agency or other party or by law. (b) Assignment. Except as provided in Section 2, CCS may not assign or transfer its rights or obligations under this Adde ndum, by operation of law or otherwise, without the prior written consent of Customer, provided, however, that the Company may assign, delegate or transfer this Addendum and all of the Company’s rights and obligations under this Addendum, without Customer’s consent, to any of its subsidiaries or to any business entity that by merger, consolidation or otherwise acquires all or substantially all of the assets of CCS or any subsidiary or to which the CCS or any subsidiary transfers all or substanti ally all of its assets. Upon such assignment, delegation or transfer by CCS, (i) the transferee or other party to such transaction, as
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applicable, shall be deemed to be substituted for CCS for all purposes of this Addendum, (ii) CCS shall be released from all obligations and liabilities hereunder arising after the effective date of the transfer or assignment, and (iii) Customer shall be deemed to have consented to the assignment, delegation or transfer. Subject to the foregoing, this Addendum and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
(c) Entire Agreement. This Addendum (including all Appendices and Quote(s)) and the Agreement comprise the entire understanding and a greement between parties regarding the subject matter hereof and supersedes all prior written and oral agreements, purchase orders, representations, understandings, promises, descriptions or other communications between the parties regarding the subject matter hereof.
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APPENDIX A
Citation Processing and
Collections Statement of
Work
Copyright © 2023 T2 Systems, Inc
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CONTENTS
Citation Processing and Collections Statement of Work
Scope
Project Methodology
Project Schedule
Change Control
Assumptions, Constraints, and Risks
On-going Citation Processing Services @ $1.65 per citation issued Data Entry from Handwritten Citations
Automated Citations issued by Enforcement Devices
California DMV Communication
CA DMV Registration Holds/Releases
Payment Processing
Bank Deposits
Bank Returned Checks
Payment Plan Management and Administration
Dismissals/Voids
Toll-Free Telephone Service
Surcharges
Collection Agency Collections @ 22% Contingency Fee – Charged only on collected funds.
Agency Collection Services Details
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The Statement of Work and any Exhibits or Attachments hereto shall be governed by the terms and conditions of the T2 Master Customer Agreement between T2 Systems and the City of Burbank - CA (AGENCY).
SCOPE
This Statement of Work (SOW) outlines the deliverables to be completed for the successful project implementation and on-going services for the City of Burbank - CA. Deliverables not addressed in this SOW are out-of-scope, and therefore not included.
T2 will provide the following activities through Citation Collection Services, LLC (‘CCS’) a wholly owned subsidiary of T2.
Project Methodology
Each party shall designate a Project Manager who shall work together to facilitate efficient delivery of the SOW. The T2 Project Manager will be responsible for project planning, scheduling, and issue/risk resolution.
The Agency’s Project Manager will be responsible for identifying and coordinating Agency resources necessary to meet the project schedule.
T2 will assign a dedicated Business Analyst (BA) dedicated to the project's success.
Time is of the essence and all parties must participate as required to meet the time limit.
Project Schedule
During the project kick-off meeting, the T2 Project Manager, with the Agency’s Project Manager, will determine the project schedule.
Change Control
Customers may request changes to this SOW or planned deliverables. Change requests may result in a change to the price, schedule and other terms and conditions contained herein.
Assumptions, Constraints, and Risks
Much of the CCS work will be performed remotely. Any requirements for project resources to come onsite may result in additional consulting fees and related travel expenses.
Data integrity problems are a risk that, if encountered, can delay project timing. Data integrity issues are often the result of problems with consistency in the data and its usage.
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On-going Citation Processing Services @ $1.65 per citation issued All services listed below are included in this section and the pricing documented above Data Entry from Handwritten Citations
T2 will data enter all parking citations into UPsafety within forty‐eight (48) business hours of receipt from the Agency.
The Agency will scan and email handwritten citations to T2 regularly. The Agency will store handwritten citations.
The Agency can edit citations.
The Agency will be notified of any issues regarding citation data entry.
A copy of the manually issued citation will be scanned and linked to the citation record.
Handle, and process transfer of liability requests.
Automated Citations issued by Enforcement Devices
Citations issued by the mobile device will be imported into T2 UPsafety in real-time. If there is a loss in communication (Wi-Fi or cellular internet connection), citations will be downloaded once communication is restored.
California DMV Communication
CA DMV Inquiry: T2 will provide daily communication for registered owner information. The registered owner information will be available to the Agency within the T2 UPsafety database.
The Agency agrees to use the registered owner address information provided data only for the purpose of processing and collecting parking citations.
CA DMV Registration Holds/Releases
T2 will identify vehicle license plates that are eligible for hold/release.
T2 will communicate holds and releases daily on weekends and holidays excluded. The hold/release status can be viewed directly from the citation record within UPsafety.
T2 will provide reporting of the data to the Agency.
Payment Processing
T2 will process Mail Payments.
T2 and the Agency will agree upon the bank account used for lockbox processing.
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Lockbox payments are processed within 24 to 48 hours of receipt, weekends, holidays, and exceptions excluded.
T2 will retain an image archive and retrieval system for payments received daily.
T2 will provide a daily report of payments.
Payments made in person may be accepted by Agency staff and updated directly into T2 UPsafety.
Returned mail entry services.
Bank Deposits
Payments processed by T2, or the remittance process are deposited into an account established and maintained by the Agency or an account mutually agreed upon between the Agency and T2.
Deposits are made on the same day using electronic depositing.
The Agency is responsible for any bank fees or charges, custom post office box or courier services or fees requested as outlined in the Agreement.
Bank Returned Checks
Charges or fees for bank returned items or NSF fees are established by the Agency. These fees may be included within UPsafety as part of the fees due. The Agency will assume responsibility for notification to T2 of any NSF checks deposited to Agency bank.
T2 will follow-up on any reopened accounts and additional fees included to the citation/account as directed by the Agency.
Payment Plan Management and Administration
Requests for payment plans to reconcile overdue citations will be qualified and approved by CCS based on the agreed upon rules of the city.
A payment schedule will be established with the customer and monitored by CCS CCS will be responsible for all payment plan communications with the customer.
Dismissals/Voids
Any cancellations, dismissals, voids, corrections and/or other relevant information pertaining to the citation(s) status taken by the Agency may be forwarded to T2 for processing or the Agency may update this information directly into T2 UPsafety.
Toll-Free Telephone Service
For Citations – included in per citation fee
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For Permits – tiered monthly pricing based on number of minutes spent on permit related customer service calls
T2 will provide a Customer Service Call Center for consumers via a toll-free phone number. The call center includes courteous, professional agents who are specially trained on parking issues with inbound call scripts customized to your statuses and environment.
English and Spanish assistance
Available M-F 8am to 6pm Pacific
Surcharges
It is the responsibility of the Agency to identify and outline all surcharges (fees) mandated by CVC 40200.3 and required for reporting purposes.
T2 will provide a monthly Surcharge Disbursement Report based on the requirements outlined by the Agency.
The Agency will assume distribution responsibility for disbursement of surcharges funds to the County.
The Agency and T2 will mutually agree upon distribution methods to the County.
Collection Agency Collections @ 22% Contingency Fee – Charged only on collected funds.
CCS will perform outbound collection procedures on individual debts including:
Third party, FDCPA (Fair Debt Collection Practices Act) compliant letter services and outbound/inbound collection call center services
State licensed
Experienced staff
Non-confrontational and professional approach that reflects positively on your organization Skip Tracing – access to a database with personal information Real time bankruptcy information to ensure that no FDCPA violation is committed when pursuing an individual who has petitioned for bankruptcy, verify the legitimacy of the bankruptcy status, and improve collection efficiency and results
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Agency Collection Services Details
CCS will assume responsibility for all citations the Agency has identified and escalated to a collection status for open citations aged 36 months (about 3 years) and not in an appeal disposition. The backlog will be transferred upon the start of this project.
Citations that meet the criteria of delinquent collections will be pursued using T2’s collections process that may include the Franchise Tax Board (FTB).
With CCS’s assistance, the Agency will transfer the citations (a soft transfer with the balance remaining in the T2 UPsafety solution) to collections. Prior to transfer, the contingency fee of 22% per citation will be added to each citation. Payments can be made at the Agency or CCS. Once collected at CCS, CCS will remit back to the Agency the amount paid less than the 22% per citation fee. If collected by the Agency, 22% of the payment amount will also be charged to the Agency for CCS collection services on accounts.
CCS is authorized to collect on the citations’ balance using collection best-practices. This can include additional letter notifications and outbound calling. These collection best-practices are already included in the fee quoted.
T2/CCS will provide a query to export the citation data to be escalated to CCS for collections. The Agency will generate this file weekly. In advance of generating this file, the data will be matched with current Registered Owner information.
CCS limits the number of citations that can have a fee waived per month. Six (6) citations per month can have their service fees waived.
In the event the Agency needs to recall a citation that has already been escalated for collection, the Agency will notify CCS via email at [email protected] to limit unauthorized recalls, the Agency has named the following two (2) individuals as authorized persons on the Agency’s behalf to complete the recall. All other requests will be denied. Once the initial letter has been sent, the Agency can use one of their six (6) citation waivers per month to remove the service fee.
CCS will send one (1) PL-95 collection letter per citation. Assuming the citation holder does not pay from the PL-95, CCS will begin collection best practice procedures.
CCS will provide a daily payment file to import into the Agency’s T2 UPsafety database made through CCS. The file will contain the citation number, payment date and citation amount. The file will be imported via the T2 UPsafety Task Scheduler using the Citation Payments Received task.
CCS will obtain from the Agency a daily payment import file of payments received at the Agency. It will contain the citation number, payment date and citation amount. It will be imported into the collection's software.
CCS will provide the Agency with a monthly reconciliation report on the 3rd Friday of each month. The report will provide statistics on citations collected, dollar amount collected, and associated fees.
Also, an electronic check will be issued in the total amount collected, net of fees.
CCS will assess fees to the parker for insufficient funds. A flat $20.00 fee would be assessed to the citation holder for insufficient funds. CCS will retain this fee for bank services.
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CCS will provide a Project Manager responsible for project planning, scheduling, and status reporting.
In addition, the Project Manager will act as the project’s single point of contact with regard to change management and issue/risk control.
City of Burbank - CA
Signature:
Print Name:
Title:
Date:
T2 Systems, Inc.
Signature:
Print Name: Christy Thomas
Title: Senior Director, Citation Services
Date: