HomeMy WebLinkAboutORDINANCE 5960113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Ordinance: 5960
File Number: 2017-0095
T2 SYSTEMS CANADA, INC.:
AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND
APPROVE A CONTRACT WITH T2 SYSTEMS CANADA, INC. THROUGH DECEMBER 31, 2017,
WITH AUTOMATIC RENEWALS FOR UP TO THREE ADDITIONAL ONE YEAR TERMS FOR
THE CONTINUED USE OF SOFTWARE AND SERVICES REQUIRED FOR THE CITY'S PARKING
PAY STATIONS IN THE AMOUNT OF $100.00 PER PAY STATION PER MONTH PLUS
APPLICABLE TAXES
WHEREAS, the City has purchased parking pay stations and related services, including payment processing,
reporting, software and software maintenance, from T2 Systems Canada, Inc., formerly Digital Payment
Technologies, for each of its parking pay stations since 2009; and
WHEREAS, T2 is the sole source provider of these proprietary services as well as the pay station equipment
and the software provided by T2 is the only software that will work with the City's existing equipment.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby finds the above
circumstances make competitive bidding not feasible or practical and therefore waives the
requirements of formal competitive bidding and approves a contract with T2 Systems Canada, Inc. through
December 31, 2017, with automatic renewals for up to three additional one year terms for the continued
use of parking pay station services in the amount of $100.00 per pay station per month plus applicable
taxes.
PASSED and APPROVED on 3/21/2017
Page 1 Printed on 3122117
Ordinance: 5960
File Number 2017-0095
Attest:
Sondra E. Smith, City Clerk Treasurer
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Page 2 Printed on 3/22/17
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Text File
File Number: 2017-0095
Agenda Date: 3/21/2017 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Ordinance
Agenda Number: D. 1
T2 SYSTEMS CANADA, INC.:
AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING
AND APPROVE A CONTRACT WITH T2 SYSTEMS CANADA, INC. THROUGH DECEMBER
31, 2017, WITH AUTOMATIC RENEWALS FOR UP TO THREE ADDITIONAL ONE YEAR
TERMS FOR THE CONTINUED USE OF SOFTWARE AND SERVICES REQUIRED FOR THE
CITY'S PARKING PAY STATIONS IN THE AMOUNT OF $100.00 PER PAY STATION PER
MONTH PLUS APPLICABLE TAXES
WHEREAS, the City has purchased parking pay stations and related services, including payment
processing, reporting, software and software maintenance, from T2 Systems Canada, Inc., formerly
Digital Payment Technologies, for each of its parking pay stations since 2009; and
WHEREAS, T2 is the sole source provider of these proprietary services as well as the pay station
equipment and the software provided by T2 is the only software that will work with the City's existing
equipment.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby finds the above
circumstances make competitive bidding not feasible or practical and therefore waives the requirements
of formal competitive bidding and approves a contract with T2 Systems Canada, Inc. through December
31, 2017, with automatic renewals for up to three additional one year terms for the continued use of
parking pay station services in the amount of $100.00 per pay station per month plus applicable taxes.
City of Fayetteville, Arkansas Page 1 Printed on 312212017
Justin Clay
Submitted By
F
City of Fayetteville Staff Review Form
2017-0095
Legistar File ID
3/21/2017
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
3/1/2017
Submitted Date
Action Recommendation:
Parking & Telecommunications /
Chief of Staff
Division / Department
Waive competitive bidding and approve a service agreement with T2 Systems Canada, Inc. for continued use of the
Digital Iris Services for each of the City's parking pay stations.
Budget Impact:
2130.430.9130-5309.02, 2130.430.9131-
2130 -Parking
5309.02, 2130.430.9132.5309.02
Account Number Fund
Project Number
Budgeted Item? Yes Current Budget
Funds Obligated
Current Balance
Does item have a cost? Yes Item Cost
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget
Project Title
$ 37,048.00
` 37,048.0
$ 35, 200.00
1,848.00_
V20140710
Previous Ordinance or Resolution #
Original Contract Number:
Comments:
Approval Date:
CITY OF
Tay4VV
le
AS
MEETING OF MARCH 21, 2017
TO: Mayor and City Council
CITY COUNCIL AGENDA MEMO
THRU: Don Marr, Chief of Staff
Peter Nierengarten, Sustainability & Parking Director
FROM: Justin Clay, Parking Manager
DATE: March 1, 2017
SUBJECT: T2 Service Agreement for Parking Pay Stations
RECOMMENDATION:
Staff recommends to waive competitive bidding and approve a service agreement with T2
Systems Canada, Inc. to continue the use of Digital Iris Services, wireless data services, and
Digital Iris support services for each of the City's 32 parking pay stations. The cost of this
service is $100 per month per pay station, totaling $38,400 annually. The proposed term of this
contract is through December 31, 2017 at which time it will automatically renew for three
additional one year terms.
BACKGROUND:
Since 2009, the Parking Division has purchased Digital Iris Service through T2 Canada, Inc.
(formerly Digital Payment Technologies) for each Digital pay station that has been purchased.
T2 Systems, Canada, Inc. is the sole source provider of this proprietary service and a bid waiver
will be needed to continue utilizing this service. The Digital Iris Service includes credit card
processing capabilities, reporting capabilities, software updates, and access to additional
upgrades and functionalities for each pay station.
DISCUSSION: .
As pay stations have been added the total cost of this service has grown to an amount requiring
additional various levels of approval. In preparation of the 2017 payment process it was
discovered that neither a resolution authorizing payment for these services nor a signed
agreement between the City and T2 Systems was in place. An agreement similar to the
attached proposal was submitted by Parking Division staff in 2012 via T2's online portal.
BUDGET/STAFF IMPACT:
No Budget/Staff Impact. This service has been budgeted and paid for since at least 2009.
Attachments:
Digital Iris Service Agreement
Digital Iris Service Quote
Digital Iris Sole Source Letter
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
DIGITAL IRIS Customer Agreement
THIS DIGITAL IRIS CUSTOMER AGREEMENT GOVERNS THE PROVISION AND USE OF THE DIGITAL IRIS SERVICES,
WIRELESS DATA SERVICES AND DIGITAL IRIS -RELATED SUPPORT SERVICES PURCHASED BY CITY OF FAYETTEVILLE
("CITY") FROM T2 SYSTEMS CANADA INC, ("12").
BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE
BOUND BYTHE TERMS AND CONDITIONS OF THIS AGREEMENT,
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATE OR OTHER LEGAL ENTITY YOU HEREBY
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND "CUSTOMER" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU OR
SUCH ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, YOU MUST NOT
ACCEPT THIS AGREEMENT AND NEITHER YOU NOR SUCH ENTITY MAY USE THE SERVICES.
DEFINITIONS. In this Agreement:
(i) "Activation Date" means the first date that each pay station unit is enabled by T2 to connect to the
Services.
(ii) "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.
(iii) "Agreement" means this Digital Iris Customer Agreement, including all Sales Quotes.
(iv) "Confidential Information" means and includes any written or orally or visually disclosed
information relating to the disclosing party's business identified as "confidential" or which the
receiving party should reasonably know is confidential or not generally known to the public,
including, without limitation:
(i) all know-how, technology 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 Services, and to all other aspects of
the disclosing party's structure, personnel, operations, financial matters, marketing, commercial
strategies, customer lists, customer data, contractual records, correspondence, products, programs,
devices, concepts, inventions, designs, methods, data, and items provided to the disclosing party
by third parties subject to restrictions on use or disclosure.
(v) "Documentation" means the documentation, help files, user manuals, handbooks and any other
written or electronic material relating to the Digital Iris Services provided by T2 to its customers
from time to time.
(vi) "72 System" means, in respect of the Digital Iris Services, the entire physical operation(s), located
at the T2 facilities designated by T2 from time to time to host the Digital Iris Services, including all
networks and servers, hardware and software utilized in the provision of the Digital Iris Services
located behind the Point of Access.
(vii) "Effective Date" means the date on which Customer first accepts this Agreement.
(viii) "Digital Iris Services" means the Digital Iris services subscribed to by Customer as set out in the
Sales Quote(s).
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"Feespp means the fees for the Services as set out in the Sales Quote(s), and any other amounts
payable under this Agreement, as calculated from the Activation Date.
"Non -Conformity" means the failure of the Digital Iris Services software to perform according to
the Documentation.
"Point of Access" means T2's border router(s) which is (are) used to establish connectivity from the
T2 System to T2's Internet service provider and the public Internet.
"Representatives" means, in respect of a party, the directors, officers, employees, agents and
contractors of such party.
"Sales Quote(s)" means the sales quote forms executed by Customer from time to time setting out
the details of the Services subscribed to by Customer, including applicable fees, which upon execution
by Customer will be incorporated by reference into and form an integral part of this Agreement.
"Services" means the Digital Iris Services, Wireless- Data Services, Support Services and/or any
additional services.
"Support Services" means Digital Iris technical support services purchased by Customer, as
described in the pay station warranty description, as amended from time to time.
"System Availability Period" means, in respect of the Digital Iris Services, twenty-four (24) hours
per day, seven (7) days per week excluding the System Maintenance Period,
"System Maintenance Period" means, in respect of the Digital Iris Services, scheduled maintenance
periods during which Digital Iris Services access will not be available to Customer due to required
system maintenance, upgrades, and other hosting requirements for the T2 System.
"Wireless Data Services" means the third party wireless data services, if any, purchased by Customer
from T2 for the purpose of enabling communications between the T2 System and Customer's parking
_pay stations.
All other terms defined in this Agreement shall have the meanings ascribed thereto.
2. TERM. This Agreement shall commence on the Effective Date and remain in full force and effect until
December 31, 2017, at which time the Agreement shall automatically renew for up to three additional one
year terms unless terminated in accordance with the terms of Paragraph 14 below. In no case shall the
Agreement be extended beyond December 31, 2020.
3. DIGITAL IRIS SERVICES.
(i) Subject to the terms of this Agreement, T2 will supply the Digital Iris Services subscribed to by
Customer, and Customer is granted a limited, non-exclusive, non -transferable right to access and
use Digital Iris Services software, solely as necessary for Customer's use of the Digital Iris Services
for its internal business purposes.
(ii) T2 will provide Customer with one (1) administration account (login and password) to access the
Digital Iris Services on the T2 System.
(iii) T2 will provide the Digital Iris Services in accordance with the following standards:
(i) T2 is classified under the PCI Security Standards as a Level 1 Service Provider. The
Digital Iris Services will remain in compliance with current PCI security standards at all
times;
(ii) T2 will be responsible for delivery of access to the Digital Iris Services on the T2 System
only up to and including the Point of Access, and is not responsible for any failure due to
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Customer's telecommunications connections, facilities (including internal local area
networks (LAN)) or local infrastructure;
(iii) T2 will use all reasonable efforts to ensure the Digital Iris Services will be available
during the System Availability Period;
(iv) T2 will provide Customer with at least 48 hours prior electronic notice of any scheduled
System Maintenance Period;
(v) T2 shall have the right to implement updates and upgrades to any software used in
providing the Digital Iris Services, in its sole discretion;
(vi) T2 will respond to incidents that have been reported by Customer within the response
times set out in the T2 Support Services description; and
(vii) in the event of a T2 System failure, T2 will use commercially reasonable efforts to
complete data recovery requests using the most recent version of the backup data,
databases, applications and configuration pieces required to restore Customer data.
RESTRICTIONS ON USE OF DIGITAL IRIS SERVICES.
(i) Customer shall use the Digital Iris Services only for the parking pay stations identified in the Sales
Quote(s), and only in accordance with the Documentation and any other instructions issued by T2
from time to time. Failure to use the Services in accordance with instructions provided by T2 may
result in failure -of all or any part of the Services, and/or accidental loss of data or data integrity. If
Customer does not understand the requirements for the proper use of the Digital Iris Services,
Customer must contact T2 for additional information.
(ii) Customer may make copies of the Documentation solely for its own internal purposes in
conjunction with its use of the Digital Iris Services. Copyright and other proprietary rights in the
Documentation shall remain vested in T2. Customer may not remove any title, trademark, copyright
and/or restricted rights or proprietary notices or labels from, or otherwise modify the
Documentation, and all copies of the Documentation must include all such notices and labels.
(iii) Customer shall restrict access to the Digital Iris Services to its employees or contractors, solely as
required for its internal business purposes. Without limiting the generality of the foregoing,
Customer may not sell, rent, loan or otherwise grant any rights in or to the Digital Iris Services, or
permit any other party to do so.
(iv) Customer agrees not to:
(i) introduce any kind of malware, including but not limited to viruses, worms, Trojan
horses or other harmful code that may damage the operation of the Digital Iris Services
or the T2 System,
(ii) use the Digital Iris Services in any manner which could damage, disable, overburden or
impair any part of the T2 System, or interfere with any other customer's ability to use
the Digital Iris Services or the T2 System;
(iii) attempt to gain access to other customers' accounts through any manner of hacking or
password mining or other means;
(iv) attempt to embed the Digital Iris Services within another website;
(v) attempt to use such methods as SQL Injection, Cross Site Scripting, Remote File Inclusion,
Cross Site Request Forgery and any other methods not authorized by T2 to gain access
to the T2 System or the Digital Iris Services;
iN
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(vi) attempt a Denial of Service (DOS) attack of any kind;
(vii) use the Digital Iris Services or the T2 System to transmit SPAM, junk email or other
unsolicited email of any kind; or
5.
151
(viii) in connection with the Services, engage in conduct that would constitute a criminal or
quasi -criminal offence, that could give rise to civil liability, intellectual property rights
infringement, or privacy rights violations, or that would otherwise violate any applicable
local, provincial, state, federal or international law, or accepted Internet protocol.
WIRELESS DATA SERVICES.
(i) If purchased by Customer, T2 will provide the Wireless Data Services, supplied by T2's underlying
third party wireless data services carrier, to Customer. Customer acknowledges and agrees that
(i) Customer has no contractual relationship with the third party wireless data services carrier, (ii)
Customer is not a third party beneficiary of any agreement between T2 and the carrier, and (iii)
that the wireless data services carrier shall have no liability of any kind whatsoever to Customer,
or any party deriving rights through Customer, whether for breach of contract, warranty,
negligence, strict liability, tort, or otherwise.
(ii) Customer shall use the Wireless Data Services only in connection with the Digital Iris Services and
parking pay stations identified in the Sales Quote(s).
(iii) Customer agrees that it will at all times comply with and abide by all terms and conditions
established by T2 from time to time for the use of and access to the Wireless Data Services, and
acknowledges that the Wireless Data Services may be restricted or cancelled by T2 or the underlying
data services carrier if there is a reasonable suspicion of abuse or fraudulent use of the services.
(iv) Customer may not resell the Wireless Data Services to any other person. -
(v) Customer has no property right in any wireless number assigned "to it in connection with the
Wireless Data Services, and understands that such number can be changed.
(vi) Customer will provide T2 with prompt notice of any suspected abuse or fraudulent use of the
Wireless Data Services of which it becomes aware.
SUPPORT SERVICES.
T2 will provide the Support -Services in accordance with the Digital Iris technical services
description, as amended from time to time. Support Services are limited to those set out in the
services description, and expressly exclude any additional services required to correct any Non -
Conformities resulting from the causes described in Subsection 11(b). Any additional technical
support may be agreed by T2 on a case-by-case basis, and shall be charged on a time and
materials basis at T2's then -standard rates therefor.
FEES AND PAYMENT.
(i) Customer agrees to pay to T2 -the Fees plus all applicable taxes in accordance with this section.
(ii) The initial invoice will be issued on or about the Activation Date and the first month's Fees will be
prorated to reflect such date. Except as otherwise set out in the Sales Quote(s), T2 will issue
monthly invoices for Fees thirty (30) days in advance of each month of the calendar year. Payment
terms are net thirty (30) days from the date of invoice and payable to T2 as set out in the invoice.
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(iii) Without limiting any other rights and remedies which T2 may have, T2 shall also have the right to
suspend or terminate any or all of the Services upon notice but without any liability to Customer
or any other party, if any Fees or other amounts owing by Customer to T2 remain unpaid after 60
days, including any charge backs for NSF checks.
(iv) All Fees are exclusive of all taxes, duties and levies of any kind, including any sales, use, excise,
value-added and other applicable taxes, withholdings, and governmental charges (collectively,
"Taxes"). Customer shall pay all applicable Taxes, other than taxes on T2's income. If T2 pays any
such amounts on behalf of Customer, Customer shall reimburse T2 upon presentation of proof of
payment.
8. OWNERSHIP.
(i) Customer acknowledges that T2 has developed and uses valuable technical -and non-technical
information, trade secrets, know-how and the like in the supply of the Services. Customer agrees
that, except for the limited right to use the Services as set out in this Agreement, all rights, title
and interest in and to the Services, the Digital Iris software, the T2 System, Documentation, and
any other hardware, software, equipment and materials- used by T2 in conjunction with the
delivery of the Services, shall remain vested in T2 or its third party suppliers.
(ii) 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.
(iii) The parties acknowledge that at all times Customer will remain the owner of its transaction data.
T2 shall not at any time use Customer's data or disclose Customer's data to any third parties,
except that T2 may store, back-up and archive Customer's data.
9- CONFIDENTIALITY.
(i) Each party agrees to hold all Confidential Information of the other party in strictest confidence,
not to make use thereof other than for the performance of this Agreement, to disclose such
Confidential Information only to its Representatives who are under an obligation of confidentiality
with respect thereto and who require such information for the performance of their duties, and
not to disclose such Confidential Information to any third parties, except with the disclosing
party's prior written consent; provided, however, that the foregoing restrictions shall not apply to
Confidential Information of the other party:
(i) that is now or hereafter in the public domain through no action or failure to act on the
part of the receiving party or its Representatives;
(ii) that was received by or was available to the receiving party from a third party without
any obligation of confidentiality to the disclosing party;
(iii) that is independently developed by or for the receiving party by persons who have not
had access to the Confidential Information of the disclosing party;
(iv) that is disclosed with the written consent of the disclosing party; or
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that is disclosed pursuant to the requirement of a governmental agency or is required
by operation of law, regulation or court order, provided that whenever possible prompt
notice is given by the receiving party to the disclosing party prior to such disclosure so
that the disclosing party may seek a protective order or other remedy.
(ii) Each party agrees to protect and safeguard Confidential Information of the other party from loss,
theft, destruction and inadvertent disclosure using the same degree of care as it uses to protect its
own confidential information of a like nature, but in no event less than a reasonable standard of
care.
(iii) 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.
(iv) Upon termination of the Services, 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, and certify such destruction in writing; provided, however, that the
receiving party may retain one (1) copy for its internal archival purposes only, which copy shall
remain subject to the obligations of confidentiality set out in this Section 9.
10. CUSTOMER LIABILITY.
(i) Customer shall be solely responsible for any loss, damage or liability arising in connection with,
(i) Customer's inputs, selection and use of the services, and all data, reports,
statements and other content transmitted, posted, received or created on the T2
System through Customer's account, even if transmitted, posted, received or created by
a third party;
(ii) Customer's or its Representative's use, misuse, failure to use, or inability to use the
Wireless Data Services or any other data services required for the use of the Digital Iris
Services, including any abuse, fraudulent use or unauthorized access thereto; and
(iii) Any breach by Customer "and/or its Representatives of any of the terms and conditions
of this Agreement.
(ii) Provided that nothing herein shall be construed to alter, limit or otherwise compromise that immunity
afforded the City of Fayetteville under the Constitution and Statutes of the State of Arkansas.
11. LIMITED WARRANTY.
(i) T2 warrants to Customer that, for the duration of this Agreement, the Digital Iris RIS Services will
substantially conform to the specifications set out in the Documentation, as revised by T2 from
time to time.
(ii) The foregoing warranty shall not apply to Non -Conformities that result from any cause beyond the
reasonable control of T2 including, but not limited to:
(i) Customer's failure to:
(A) prepare and maintain a technical environment that meets the specifications
provided by T2 from time to time,
(B) provide necessary communications mechanisms (including connections to pay
station units) as specified by T2 from time to time, or
(C) maintain pay station units in good repair in accordance with T2's
recommendations and requirements for operation, maintenance and repair;
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(ii) the use of the Digital Iris Services in combination with apparatus, systems, products or
services where such combination was not provided, proposed, recommended or
approved by T2, or contemplated in the Documentation;
(iii) unauthorized modifications or repairs to any equipment supplied by T2 (including pay
station units) by Customer or any person not approved by T2; or
(iv) failures relating to Customer's computing environment including, without limitation,
electrical failure, Internet connection problems, communications problems, or data or
data input, output, integrity, storage, back-up, and other external and/or infrastructure
problems, which, as between Customer and T2, shall be deemed to be under Customer's
exclusive control and sole responsibility.
(iii) T2 shall have no responsibility and provides no representations or warranties with respect to any
third party hardware, software or services, whether supplied in connection with this Agreement
or otherwise.
(iv) If Customer notifies T2 in writing of a breach of the foregoing limited warranty, T2 shall, at its cost
and expense, promptly, diligently and in good faith continue to completion, using commercially
reasonable efforts accounting for the circumstances, the correction or bypassing, in T2's
reasonable discretion, of the Non -conformity within the period required under the Support Services
or such other period as may be mutually agreed by both parties depending on the nature and
severity of the Non -conformity.
12. EXCLUSION OF WARRANTIES.
(i) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11, THE SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OR REPRESENTATION OF ANY KIND. WITHOUT LIMITING THE -GENERALITY OF THE
FOREGOING, T2 AND ITS THIRD PARTY SUPPLIERS HEREBY DISCLAIM ALL OTHER
REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WHETHER ARISING
UNDER STATUTE, FROM A COURSE OF DEALING, USAGE, CUSTOM OF THE TRADE OR OTHERWISE,
REGARDING THE 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.
(ii) T2 DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED
HEREUNDER WILL BE UNAFFECTED BY BUGS, VIRUSES, ERRORS OR OTHER PROGRAM
LIMITATIONS, NOR DOES T2 WARRANT THAT CUSTOMER'S USE THEREOF WILL BE
UNINTERRUPTED, ERROR -FREE OR WILL MEET ALL OF THE CUSTOMER'S REQUIREMENTS. IN
ADDITION, THE WIRELESS DATA SERVICES ARE NOT GUARANTEED AGAINST EAVESDROPPERS,
HACKERS, DENIAL OF SERVICE ATTACKS OR INTERCEPTORS AND NEITHER T2 NOR THE UNDERLYING
WIRELESS DATA SERVICES CARRIER CAN GUARANTEE THE PRIVACY OR SECURITY Of WIRELESS
TRANSMISSIONS.
(iii) 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.
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13. LIMITATION OF LIABILITY AND DAMAGES.
(i) TO THE MAXIMUM EXTENT PERMITTED BY LAW: T2'S, ITS THIRD PARTY SUPPLIERS' AND THEIR
RESPECTIVE R ESPRESENTATIVES' TOTAL COLLECTIVE LIABILITY ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT, AND/OR ANY PRODUCTS OR SERVICES DELIVERED OR FAILED TO BE
DELIVERED UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES
SUFFERED BY CUSTOMER, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE
PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS
SHALL BE LIMITED TO AN AMOUNT EQUALTO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO T2
FOR THE SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE MOST RECENT CLAIM.
IN NO EVENT WILL T2 OR ITS THIRD PARTY SUPPLIERS BE LIABLE IN ANY WAY FOR ANY INDIRECT,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES OF
ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA,
INCOME, BUSINESS, PROFIT, GOODWILL, ANTICIPATED REVENUE, FAILURE TO REALIZE EXPECTED
SAVINGS, OR OTHERWISE.
(ii) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DUE TO THE NATURE OF INTERNET
AND WIRELESS TRANSMISSIONS, CUSTOMER AGREES THAT NEITHER T2 NOR THE UNDERLYING
WIRELESS DATA SERVICES CARRIER SHALL BE LIABLE FOR ANY LOSS, COSTS OR DAMAGES OF ANY
KIND ARISING OUT OF OR IN CONNECTION WITH: ANY LACK OF PRIVACY OR SECURITY OF WIRELESS
TRANSMISSIONS; WIRELESS DATA SERVICES INTEROPERATIBILITY, ACCESS OR INTERCONNECTIONS
WITH THE T2 SYSTEM OR THE DIGITAL IRIS SERVICES; WIRELESS DATA 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.
(iii) ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT AND BROUGHT BY
CUSTOMER SHALL BE IN ACCORDANCE WITH THE STATUTE OF LIMITATIONS SET BY ARKANSAS
LAW.THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION,
WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,
OR OTHERWISE, AND REGARDLESS OF WHETHER T2, ITS THIRD PARTY SUPPLIERS AND/OR THEIR
REPRESENTATIVES KNEW, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH
DAMAGES.
(iv) CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THIS AGREEMENT, WITHOUT WHICH T2 WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT AND/OR AGREED TO PROVIDE THE SERVICES UNDER THE CURRENT TERMS
(INCLUDING FEES).
(v) 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.
14, TERMINATION.
(i) Either party may terminate this Agreement without cause by written notice to the other party,
which termination shall be effective as of the last day of the calendar month following the month
in which notice of termination is received.
(ii) Either party may terminate this Agreement if the other party breaches any of its representations or
warranties, or any other material obligation under this Agreement, and fails to remedy such breach
with thirty (30) days of receipt of notice from the non -breaching party. T2 shall also have the right to
suspend performance of all or any of the Services, without liability, pending the rectification of any
breach by Customer.
(iii) Either party may terminate this Agreement, immediately upon written notice, if the other party makes
an assignment for the benefit of its creditors or becomes bankrupt or makes an application for relief
under the provisions of any statute now or hereafter in force concerning bankrupt or insolvent debtors,
or if a receiving order or receivership order is made against the other party, or any action whatsoever,
legislative or otherwise be taken to effect the winding up, dissolution, suspension of operations or
liquidation of the other party.
(iv) In addition, Customer may, upon written notice to T2 terminate (i) the Wireless Data Services and/or
(ii) any of the individual Digital Iris Services, if T2 breaches any of its obligations in respect of the
terminated Services and fails to cure such breach within 30 days after receipt of a written request from
Customer to do so,
(v) 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 of the Services for any reason:
(i) T2's obligation to provide the affected Services will terminate;
(ii) All unpaid amounts due in respect of the terminated Services up to and including the
effective date of termination shall, at T2's option, become immediately due and payable;
(iii) Subject to T2's right to set-off any amounts owing by Customer to T2 pursuant to (ii), above,
T2 will refund to Customer any Fees which have been prepaid by Customer for any unused
portion of the terminated Services;
(iv) Customer must destroy any copies of the Documentation in Customer's possession in any
form and on any media, and certify to T2 in writing that it has done so;
(v) Customer may request T2 to provide a copy of all of Customer's data in a CSV file format at T2's
standard fee therefor, as established by T2 from time to time; and
(vi) T2 may destroy, in its sole discretion, Customer's data remaining on the T2 System after either:
(A) receiving confirmation that Customer has a copy of any remaining data;
(R) providing Customer with a copy of any remaining data pursuant to Subsection 14
(e) (v) ; or
(C) 60 days after the expiration or termination of this Agreement, and
(vii) Sections 1, 4, 7, 8, 9, 10, 11, 12, 13, 14(e), 15, 16(c) and 16(i) shall survive the expiration or
termination of this Agreement until such time as the parties may agree to the release of the obligations
contained therein.
15. GOVERNING LAW & JURISDICTION:
Legal 'urisdiction to resolve any dis Utes shall be Washington County, Arkansas with Arkansas law applying
to the case. In the event of any dispute arising out of this Agreement, the parties shall use commercially
reasonable efforts to negotiate a settlement in good faith satisfactory to both
parties.
16, GENERAL PROVISIONS
(i) Assignment. Customer may not assign or transfer any of its rights or obligations under this
Agreement to any person without the express prior written consent of T2.
(ii) Entire Agreement. Customer acknowledges that this Agreement (including the Sales Quote(s))
comprises the entire understanding and agreement between parties regarding the Services and
supersedes all prior written and oral agreements, purchase orders, representations,
understandings, promises, descriptions or other communications between the parties regarding
the Services. T2 may change, modify, add or remove portions of this Agreement at any time. T2
will notify Customer of any changes to this Agreement by posting notice of such changes on the T2
web site (www.digitalpaytech.com), by email, or by sending notice to Customer in accordance
with subsection 16(g), below. Customer's continued use of the Services following notice of such
change means that Customer agrees to and accepts the Agreement as amended. If Customer does
not agree to any modification of this Agreement, Customer must immediately stop using the
Services and notify T2 that it is terminating this Agreement.
(iii) Iniiunctiye Relief. Each party acknowledges and agrees that a breach of the obligations under
Section 8 ("Ownership") and Section 9 ("Confidentiality") would cause irreparable harm and
significant injury to the affected party that would not be -adequately compensated by an award of
money damages and, in addition to any other remedy available at law or in equity, and
notwithstanding the provisions of Section 15, the affected party will be entitled to seek and obtain
temporary and permanent injunctive relief from any court of competent jurisdiction to prevent
breaches hereunder, without showing_ or proving any actual or threatened damage
(iv) Enurement. This Agreement shall be binding upon and enure to the benefit of T2, Customer and
their respective successors and permitted assigns.
(v) Force Maieure. Neither party shall be liable for delay or failure in performance resulting from acts
beyond the control of such party, including, but not limited to acts of God, acts of war, riot,
fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to
use or the failure of any third party telecommunications carrier or other services, which events or
conditions prevent in whole or in part the performance by such party of its obligations hereunder
or which renders the performance of such obligations so difficult or costly as to make performance
commercially unreasonable. In such event, the party affected shall be excused from performance
on a day-to-day basis to the extent of the delay, and
-11 -
the other party shall likewise be excused from the performance of its obligations on a day-to-day
basis to the extent such party's obligations related to the performance are so delayed.
(vi) inde2endent 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.
(vii) Notices. All communications and notices provided for herein shall be in writing and shall be
deemed to have been given when delivered personally to the recipient, by email, or by registered
or certified mail with return receipt requested, postage prepaid, and addressed to the applicable
signatory at the address appearing on the Sales Quote(s) or at such other address as either party
may designate by notice to the other.
(viii) 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.
(ix) Publicity. Except as expressly permitted in Section 9 ("Confidentiality"), neither party shall issue
any press release, or otherwise publicly identify the other as a customer or supplier, Jn any
marketing materials or otherwise, without the express prior authorization of the other party.
(x) Severability. If any provision contained in this Agreement is found by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, it shall be deemed severed from
this Agreement and the remaining provisions of this Agreement shall not be in any way affected or
impaired thereby and shall continue in full force and effect.
T2 SYSTEMS CANADA INC.
Per: 4W-— `�
Name: Tim Ma inn
Title: EVP
CITY OF FAY TTEVILLE, ARKANSAS
_V
P r. ! .-c
me: Lione an, Mayor
Date: _3 - A I - I q
ATTEST:
By: � +� .L��Xll
Sondra Smith, City Clerk -Treasurer
µ�sutfiHt�ee�i
��� •G`'�i Y C� sib`►
FAYETTEVILI;
t7
T2 Systems Canada Inc.
4321 Still Creek Drive Suite 330
Burnaby British Columbia V5C 6S7
Phone (888)687-6822
Fax (604)687-4329
US Tax ID# 98-0603996 GST#
Bill To:
City of Fayetteville, Arkansas
113 West Mountain
Fayetteville AR 72701
United States
Darrin Wright
(479)575-8246
dwright@ci.fayetteville.ar.us
71-6048462
1.4 n
86910 7094 RT0001
Sell To:
City of Fayetteville, Arkansas
113 West Mountain
Fayetteville AR 72701
United States
Darrin Wright
(479)575-8246
dwright@ci.fayetteville.ar.us
71-6048462
IRIS QUOTE
Quote QTESTD0000004166
Date
1/8/2017
Pae
1
Location
MAIN
Type
QUOTE
Ship To:
City of Fayetteville, Arkansas
113 West Mountain
Fayetteville AR 72701
United States
Darrin Wright
(479)575-8246
dwright@ci.fayetteville.ar.us
71-6048462
Purchase Order No. Customer ID External Doc#
ShipgIng Method Pa ment Terms R.cI Ship Date I Master No.
2432
IGROUND N30 0/0/0000 1 29,711
End User 2432 City of Fayetteville, Arkansas I Salespersons
N/A Melina Morokhovich Lindsay Pocock Angie Lorette
Freight Terms FOB -VEND -PP Ship Advice Complete
IRIS Profile Fayetteville jContracl Date
Quantity Item Number Description
t10M Discount% Unit Price Ext. Price
32
100.7101 Digital Iris Core (Month)
EA
0
$100.00
$3,200.00
32
100.7201 Coupons (Month)
Ea
0
$0.00
$0.00
32
100.7207 Passcards (aka Value Cards) Processing (Month)
Ea
0
$0.00
$0.00
32
100.7401 Digital API - Read (Month)
Ea
0
$0.00
$0.00
32
100.7407 Digital API - Write (Month)
Ea
0
$0.00
$0.00
32
100.7501 Pay by Phone Integration (Month)
Ea
0
$0.00
$0.00
1
'""
EA
0
$0.00
$0.00
This quote is for the monthly Iris services for the City of Fayetteville.
Please review all details on this quote. If you would like to proceed with
placing this order, please submit a matching signed quote to fax 604.687.4329.
Authorized Signature:
Subtotal $3.200.00
Trade Discount $0.00
Fri h
AR CITY TAX$64.00 AR COUNTY TAX$40.00 AR STATE TAX$208,00 Tax $312.00
Thank you for your business! USD
Terms and Condition ae •I f S I bl t htt // t2 t / Total $3,512.00
s o are avat a e a p. www. sys ems.com terms.
Please note that if sales taxes are not charged, if applicable, taxes should be self-assessed and remitted to the appropriate tax authorities.
Terms and Conditions for Digital Iris services are available at http: //www.digitalpaytech.com/terms/digital_iris.asp)
EMS services are available at http://www.digitalpaytech.com/terms/EMS.html. Customer must accept the Digital Iris / EMS Service Terms prior to shipment of
units and commencement of services.
City of Fayetteville
113 West Mountain
Fayetteville, AR 72701
February 15, 2017
330-4321 Still Creek Drive
Burnaby, BC V5C 6S7
Telephone 604-688-1959
Facsimile 604-687-4329
To Whom It May Concern!
As a global leader in parking technology, T2 Systems (T2) offers high quality and reliable proprietary
hardware and software products consisting of our LUKE, LUKE II and SHELBY pay stations, BOSS
software, and Digital Iris management system.
This letter is to inform you that the LUKE, LUKE II and SHELBY hardware, BOSS software, and Digital
Iris management system are exclusive and proprietary of T2. T2 is the sole owner and manufacturer of
the LUKE, LUKE II and SHELBY hardware, BOSS software, and Digital Iris management system. No
other software or management system will support this hardware. -
If you have any further questions please feel free to inquire with your sales representative or contact me
directly.
Sincerely,
P---
�t
Tim Maginn
Executive Vice-Ileident
tim.maginn@t2systems.com
T2 Systems
NoRTHvvEsr AiucaNSas
Democrat azette
t;. BOX 60 s.ii
.,.. i 1 _ l
. .__E.., AR 721'02 1 .<. , i,:. Y .., . _?r,—C_Q_ a 18....1, s i ;�:•,+si�. �s.ti�}'tel
AFFIDAVIT OF PUBLICATION
I Karen Caler, do solemnly swear that I am the Legal Clerk of the
Northwest Arkansas Democrat -Gazette, printed and published in
Washington County and Benton County, Arkansas, and of bona fide
circulation, that from my own personal knowledge and reference
to the files of said publication, the advertisement of:
CITY OF FAYETTEVILLE
Ord. 5960
Was inserted in the Regular Edition on:
March 30, 2017
Publication Charges: $ 102.70
r!
' -111 .1
Subscribed and sworn to before me
This 'pday of* C' .017.
6a, ,)I,
Notary Public
My Commission Expires: Slliii42624
CAT Y VV! LES
(i No1ery PUNt 0 12.'97118
�rvly Cilfi1riilaS('p r ; ,cif _s lFeb 20, 2024
* *NOTE*
Please do not pay from Affidavit.
Invoice will be sent.
RECEI\40
APR 0 3 2017
Ordinance: 5960
File Number: 2017-0095
T2 SYSTEMS CANADA, INC.:
AN ORDINANCE TO WAIVE THE
REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND
APPROVE A CONTRACT WITH T2
SYSTEMS CANADA, INC. THROUGH
DECEMBER 31, 2017, WITH
AUTOMATIC RENEWALS FOR UP TO
THREE ADDITIONAL ONE YEAR
TERMS FOR THE CONTINUED USE OF
SOFTWARE AND SERVICES
REQUIRED FOR THE CITY'S PARKING
PAY STATIONS IN THE AMOUNT OF
$100.00 PER PAY STATION PER
MONTH PLUS APPLICABLE TAXES
WHEREAS, the City has purchased parking
pay stations and related services, including
payment processing, reporting, software
and software maintenance, from T2
Systems Canada, Inc., formerly Digital
Payment Technologies, for each of its
parking pay stations since 2009; and
WHEREAS, T2 is the sole source provider
of these proprietary services as well as the
pay station equipment and the software
provided by T2 is the only software that
will work with the City's existing
NOW, THEREFORE, BE IT ORDAINED
BY THE CITY COUNCIL OF THE CITY
OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City
of Fayetteville, Arkansas hereby finds the
above circumstances make competitive
bidding not feasible or practical and
therefore waives the requirements of
formal competitive bidding and approves a
contract with T2 Systems Canada, Inc.
through December 31, 2017, with automatic
renewals for up to three additional one year
terms for the continued use of parking pay
station services in the amount of $100.00
per pay station per month plus applicable
PASSED and APPROVED on 3/21/2017
Lioneld Jordan, Mayor
Sondra E. Smith, City Clerk Treasurer
74075917 March 30, 2017