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Res No 185-15-14524RESOLUTIONNO:185-15-14524 A Resolution authorizing the City Manager to purchase from T2 Systems Canada,Inc.,f/k/a Digital Payment Technologies,Corp.,three (3)new model, Luke II,Parking Multi-Space Pay Stations WHEREAS,the City of South Miami desires to purchase automated parking pay stations from T2 Systems Canada,Inc.,using the City of Miami Beach contract number 86910 7094 RT0001 terms and conditions;and WHEREAS,T2 Systems Canada,Inc.has agreed to honor the prices provided to the City of Miami Beach from RFP #46-10-11;and WHEREAS,each new machine provides for an additional regular operating cost of$35 per month,per machine,to operate the EMS software which provides connectivity and reporting capabilities;and WHEREAS,these funds are allocated in account number 301-1410-513-6430, Finance Equipment Capital Improvement Fund within 2015 /2016 fiscal year budget with a current balance of $30,000. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THECITYOF SOUTH MIAMI,FLORIDA; Section 1,TheCity Manager is authorized to purchase from T2 Systems Canada, Inc.,previously known asDigital Payment Technologies,Corp.;a Canadian federal corporation authorized to transact business in the State of Florida,three (3)new model, Luke II,ParkingMulti-SpacePay Stations tobeplaced throughout the CityofSouth Miami.The purchase will made through aCityofMiamiBeachpiggyback agreement, from RFP #46-10-11.Acopyof the City of Miami Beach agreement,the letter renewing the agreement and the proposed piggyback agreement with the Cityof South Miamiare attached Section 2.Severability.Ifany section,clause,sentence,or phrase ofthis resolutionisforanyreasonheld invalid or unconstitutional bya court of competent jurisdiction,thisholdingshallnotaffect the validityof the remainingportionsofthis resolution. Section 3.Effective Date:Thisresolutionshall take effect immediately upon enactment. Page 1 of2 Res.No.185-15-14524 PASSED AND ADOPTED this ITttiay of November,2015. ATTEST: CITY CLERK READ AND LANGUAG RM, UTION Page 2 of2 APPROVED: COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Liebman: Commissioner Welsh: Commissioner Edmond: 5-0 Yea Yea Yea Yea Yea South'1 Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Date: TheHonorable Mayor &Members oftheCity Commission Steven Alexander,CityManager November 17,2015 Agenda Item No.:2, Subject: Background: Amount: Account: Attachments: A Resolution authorizing the City Manager to purchase from T2 Systems Canada,Inc.,f/k/a Digital Payment Technologies, Corp.,three (3)new model,Luke II,Parking Multi-Space Pay Stations TheCityofSouth Miami desirestopurchaseautomatedparking pay stationsfromT2Systems Canada,Inc.,using the Cityof Miami Beach, RFP #46-10-1 land associated contract terms andconditions.T2Systems Canada,Inc.hasagreed to honor thepricesprovided to the Cityof Miami Beach from RFP #46-10-1 L Eachnewmachineprovidesforanadditionalregular operating cost of $35 per month,per machine,to operate the EMS software which provides connectivityand reporting capabilities. These funds are allocated in account number 301-1410-513-6430,Finance EquipmentCapitalImprovementFundwithin 2015/2016 fiscal year budget witha current balanceof$30,000. $23,844 301-1410-513-6430,Finance EquipmentCapitalImprovementFund Resolution Quotation,T2SystemsCanada Piggyback Agreement,T2Systems Cityof Miami Beach Agreement andAwardRecommendation Renewal,Cityof Miami Beach Agreement Sunbiz Registration &CorporationNameChange SALES QUOTE T2 Systems Canada Inc. 330-4321 Still Creek Drive Burnaby,BCV5C 6S7 Phone:1.888.687.6822 Fax:604.687.4329 GST #:86910 7094 RT0001 US Tax ID #:98-0603996 Bill To: Cityof South Miami 6130 Sunset Dr. South Miami,FL 33143 USA Alfredo Riverol 305.663.6343 ariverol@cityofsouthmiami.net Sales Quote No.: Sales Quote Date: Location Code: 37375 October 1,2015 MAIN WHSE BiD-to Cust.ID:2112 Sell-to Cust ID:2112 End User: SeflToEINNo.:59-6000431 P^ment Terms:Special Sales Phone:888.687.6822 x6009 Sales E-mail:almee.cook@t2systems.com P.O.No.: Ret.No.: Digital Iris/EMS Cust Name: ^CONFIDENTIAL*** Sell To: Cityof South Miami 6130 Sunset Dr. South Miami,FL 33143 USA Alfredo Riverol 305.663.6343 ariverol@cityofsouthmiami.net Ship To: Cityof South Miami 6130 SW 72 St. South Miami,FL 33143 USA Carlos Marenco 305.663.6384 cmarenco@lazparking.com ShipAdvice:Complete ShipVia:Ground ShipToEINNo.:59-6000431 FreightTerms:FOB-Customer,Prepay&Add Account Managers:Aimee Cook/DavidHoyt Sales Code: Requested By: Outside Sales (NCM):LP Inside Sales (NCM):ANGIEL Unit Price 7,09851 353.19 353.19 Page:1 Total Price 21,296.43 353.19 706.38 Item No.Description Unit Qty. 900.0019 LUKEII-100B 38K-Solar-CBCx-x-P Includes: 38-KeyKeypad 18W Single SlimLfneSolar Panel Coin Acceptor,BiO Validator,CreditCard Reader 2 Inch Thermal Printer P-Label,setof2 Rain cover 400.0303 included Multilingual SW 100.1110 inlcuded Each 3 880.4066 Modem Kit-GSM HSPA-L2 (V5)Each 1 460.0023 SIMCard-Digital Connect 100.0102 Activation Fee Included Each 1 886.0023 ModemUpgr.KU-WIFI-S/L/LR/L2 EnGenius External(V2-V5) customer using City wifi 100.0082:MatchExistingKey-Maintenance Lll Key code: Each 2 880.4030 Lock-Maintenance-L2 100.0083:MatchExistingKey-Collections Lll key code: Each 3 880.4036 Lock-ColIections-L2 Each 3 115.0132 Bill Stacker 1000 Note-L2 spares Continued on page 2 Each 6 124.00 744.00 23,100.00 SALES QUOTE T2 Systems Canada Inc. 330-4321 Still Creek Drive Sales Quote No.:37375 •PJ Burnaby,BCV5C 6S7 Sales Quote Date:October 1,2015 Location Code:MAIN WHSE 1P4Phone:1.888.687.6822 ^^^^^^^^^H Fax:604.687.4329 ^^^^^^^v GST #:86910 7094 RT0001 US Tax ID #:98-0603996 "'CONFIDENTIAL***Page:2 Bill To:Sell To:Ship To: Cityof South Miami Cityof South Miami Cityof South Miami 6130 Sunset Dr.6130 Sunset Dr.6130 SW 72 St. South Miami,FL 33143 South Miami,FL 33143 South Miami,FL 33143 USA USA USA Alfredo Riverol Alfredo Riverol Carlos Marenco 305.663.6343 305.663.6343 305.663.6384 ariverol@cityofsouthmiamKnet ariverol@cityofsouthmiami.net cmarenco@lazparkmg.com Unit ItemNo.Description UnitQty.Price Total Price Continued from page 1 23,100.00 115.0108 Coin Canister-L2 spares 450.0006 Key-Hopp/Canister Acc-S/LR/L2 450.0033 Key-Bill Stacker Access-L2 663.0050 Paper 2ari included 880.4040 Coin Shutter-L2 included Warranty Year1 and 2 included 41800 Shipping included in base price Installationprovidedby Parker Systems andbilleddirect. Trainingprovidedby Parker Systems and billeddirect. Please reviewall details onthis quote,including shipto address,EIN number,andkeycode. Ifyouwouldliketo proceed withplacingthis order,please submit a matching signed quote to fax 604.687.4329. Iris quote provided separately. Order wQI not be accepted without signed Iris/EMS quote being returned toT2. *Pricing in accordance withtheCityofMiami Beach Agreement,RFP-46-10-11. Each Each Each Each Each 2 2 2 124.00 744.00 T2 Systems Canada Inc. 330-4321 Still Creek Drive Burnaby,BCV5C 6S7 Phone:1.888.687,6822 Fax:604.687.4329 GST#:86910 7094 RT0001 US Tax ID #:98-0603996 Bill To: CityofSouthMiami 6130 Sunset Dr. South Miami,FL 33143 USA Alfredo Riverol 305.663.6343 ariverol@cityofeouthmiami.net Item No.Description SALES QUOTE Sales Quote No.: Sales Quote Date: Location Code: 37375 October 1,2015 MAIN WHSE ♦CONFIDENTIAL* Sell To: Cityof South Miami 6130 Sunset Dr. South Miami,FL 33143 USA Alfredo Riverol 305.663.6343 ariverol@cityofsouthmiami.net Unit Amount Subject toAmountnot Subject to Sales Tax Sales Tax 0.00 23,844.00 Quoteisvalidfor90 days fromQuotedate. Qty. Ship To: Cityof South Miami 6130 SW 72 St. South Miami,FL 33143 USA Carlos Marenco 305.663.6384 cmarenco@iazparking.com Unit Price Page:3 Total Price Subtotal:23,844.00 Total Tax:0.00 USD Total:23,844.00 Terms and Condttions of Sale are available at http://www.dlgitafpaytech.com/terms Please note that if sales taxes arenot charged,ifapplicable,taxesshouldbe self-assessed andremittedtotheappropriatetaxauthorities. Quote Acceptance:PO#PODate Print Name Authorized Signatory Title Thank you for your business!Fax Back to:604.687.4329 CONTRACT FOR PARKING PRODUCTS AND ASSOCIATED INSTALLATION AND MAINTENANCE SERVICES THIS AGREEMENT made and entered into thisiyday of 0£*&&i?fc ,20 if. by and between theCity of South Miami,a Florida municipal Corporation by and through its City Manager (hereinafter referred to as "City")and T2Systems Canada Inc..(hereinafter referredtoas "Contractor**). WITNESSETH: WHEREAS,theCitv of MiamiBeach solicited bids,pursuant toRFP #46-10/11,for Parking Products and Associated Installation and Maintenance Services:and WHEREAS,theCitv of Miami Beach,aftercompletingacompetitivebidding process,awardedacontractto Contractor,and WHEREAS,theCity of South Miami desires toutilizetheCitv ofMiami Beach Contract and pursuant to authority oftheCity of South Miami's Charter. NOW,THEREFORE,theCityandthe Contractor,each through their authorized representative/official,agreeasfollows: 1.TheCitydesirestoenterintoa Contract,underthesametermsand conditionsasset forth inthe solicitation andthe agreement betweenCitv of MiamiBeach andContractor,pursuantRFP#46-10/11. 2.TheCityhas reviewed the contract and agrees tothetermsand conditions and further agrees tothe fair and reasonableness ofthe pricing.Contractor hereby agrees to provide such services underthesame price(s),terms and conditions as found in die solicitation documentsandthe response tothe solicitation,pertinent copies ofwhich are attached heretoasExhibitAandmadeaparthereofby reference,andtheagreement and/or the award betweenCitv ofMiami Beach and Contractor.,pursuant RFP #46-10/11.acopy ofwhich,including any amendments and addendums thereto,is attached heretoandmadea part hereofby reference. 3.All references in the contract between Citv ofMiami Beach and Contractor, shall be assumed to pertain to,and are bidding upon Contractor andtheCity of South Miami. Alldecisionsthataretobemadeonbehalf oftheCity,assetforthintheCitv ofMiami Beach'sRFP #46-10/11 andits agreement with Contractor,shallbemadebytheCity Manager fortheCity of SouthMiami.Theterm ofthe contract,includingallextensions authorizedbythecontractshallnotexceedfive years.Notwithstandinganything contained intheRFP #46-10/11 orthe Citv of MiamiBeachcontracttothecontrary,this agreement shallbegovernedbythe laws oftheState ofFlorida andvenueforalldispute resolutions or litigationshallbein Miami-Dade County,Florida. 4.Public Records:Contractorand all of itssubcontractorsarerequiredto Thomas F.Pcpe -7-16-14 Page1 of3 complywiththepublicrecordslaw (s.l 19.0701)whileprovidinggoodsand/orServiceson behalfoftheCITYandthe Contractor,under such conditions,shall incorporate this paragraph inall of itssubcontractsforthis Project. 5.Waiver Jury Trial:Cityand Contractor knowingly,irrevocablyvoluntarily and intentionally waiveanyrighteithermayhavetoa trial byjuryinStateor Federal Court proceedings in respect toany action,proceeding,lawsuit or counterclaim arising out ofthe ContractDocumentsortheperformance oftheWorkthereunder. 6.Validity of Executed Copies:Thisagreementmaybeexecutedinseveral counterparts,each ofwhichmaybeconstruedasan original. 7.Governing Laws andVenue:ThisAgreementandtheperformance of serviceshereunder will begovernedbythelaws oftheState ofFlorida,with exclusive venue for the resolution ofany dispute beinga court ofcompetent jurisdiction in Miami-Dade County,Florida. 8.Attorneys9 FeesandCosts:Intheevent ofany litigation betweentheparties arising out ofor relating inanywaytothis Agreement ora breach thereof,each party shall bear itsowncosts and legal fees.Nothing contained herein shall prevent or prohibit theright tobe indemnified for any attorney fees incurred inthe defense of an action bya person or entitywhoisnotapartytothisAgreement. 9.Severability:If anytermorprovision ofthis Agreement ortheapplication thereoftoany person or circumstance shall,toanyextent,beinvalidor unenforceable,the remainder ofthisAgreement,orthe application of suchtermor provision to persons or circumstancesotherthanthosetowhichitisheldinvalidorunenforceable,shallnotbe affectedtherebyandeachtermand provision ofthisAgreement shall bevalidand enforceable tothefullestextent permitted bylaw. IN WITNESS WHEREOF,andastheduly authorized act ofthe parties,die undersigned representatives ofthepartiesheretohavecausedthisinstrumenttobesignedintheirrespective namesbytheir proper officialsandtobe attested bytheirrespective Clerics thedayandyearfirst above written. T2 Systems Canada Inc: By:. 9 (typenameandtitle of signatoryabove) CITY OF ,CMC J <£jtetfen Alexander (/*~^Ckv ManagerCityClerk(s *~^City Manager ThomasF.Pepe-7-16-14 Page2 of3 Readand Approved astoForm, Language,Legality andExecution Thereof Thomas F.Pepe City Attorney ThomasF.Pepe-7-16-14 Page3 of3 AGREEMENTFORPARKING PRQDUCTS AND ASSOCIATED INSTALLATIONAND MAINTENANCE SERVICES This Agreement made this tC day of fes&+f*an.2012 ("Effective Date")is by and between Digital Payment Technologies Corp.("DPT"),a Canadian corporation witha place of business at Suite 330-4260 Still Creek Drive,Bumaby,BCV5C6C6, Canada and the City of Miami Beach,("City")witha place of business at City Hall, 1700 Convention Center Drive,Miami Beach,Florida,33139,USA. RECITALS: WHEREAS,DPTis the manufacturer of the LUKE II pay station;and WHEREAS,Cityisdesirous of purchasingupto750 LUKE paystations, associated pay station spare parts and enterprise management system services at the prices outlined inExhibitA;and WHEREAS,Cityis desirous of obtaining installation and maintenance services through DPT fromalocal service company;and WHEREAS,DPTis willing to supply the products and services to the Cityallin accordance with the terms and conditions set forthinthis Agreement. Based on the foregoing recitals and inconsiderationofthe premises andmutual covenants herein contained and for other good and valuable consideration (the receipt and sufficiencyofwhichis acknowledged by each of the parties),the parties agree as follows: TABLE OF CONTENTS PAGE NO. I.DEFINITIONS 2* 2 PRICE 3 3.PROPOSAL DOCUMENTS 4 4.ORDERS 4 5.DELIVERY AND ACCEPTANCE 5 6.SHIPMENT &RISK OF LOSS 5 7.EMS SERVICES 6 8.INSTALLATION &MAINTENANCE SERVICES 6 9.PAYMENT 6 10.WARRANTY*EXTENDED WARRANTY 7 II.LICENSE RIGHTS 7 12.CONFIDENTIAL INFORMATION .7 13.INTELLECTUAL PROPERTY 7 14.TRADEMARKS;PROMOTIONAL MATRIALS 8 15.INDEMNIFICATION 8 16.INSURANCE 8 17.TERM AND TERMINATION 10 18.TERMINATION BY CITY FOR DEFAULT 11 19.TERMINATION FOR CONVENIENCE 11 20.TERMINATION FOR CAUSE BY DPT 11 21.NOTICES 12 22.GENERAL 12 EXHIBITS: A.PRODUCTS AND SERVICES PRICE LIST B.METER HARDWARE ACCEPTANCE TEST C.WARRANTY AND EXTENDED WARRANTY D.EMS TERMS OF SERVICE E.END USER LICENSE AGREEMENT F.CITY OF MIAMI BEACH RFP NO.46-10/11 G.DPT RESPONSE TO CITY OF MIAMI BEACH RFP NO.46-10/11 H.PURCHASE ORDER #019029 I.SALES QUOTE #20642 CONTROLLING PARTS: In the event ofaconflict amongst the documents comprising this Agreement,the order of priority shall be as follows: First -this Agreement,excluding the exhibits Second -CITY OF MIAMI BEACH RFP NO.46-10/11 Third -DPT RESPONSE TO CITY OF MIAMI BEACH RFP NO.46-10/11 Fourth -the remaining exhibits to the Agreement, The EMS Terms of Service at ExhibitDprevailwith respect to the EMS Terms of Service and the order of precedence above shall have no applicatioh to any interpretation of ExhibitD. 1.DEFINITIONS For purposes ofthis Agreement and allExhibits attached hereto,the following terms shall have the meaning set forth below: 1A."Agreement"means this master sales agreement as amended fromtimetotime. 1.2.Confidential lnfbrmatk>nH means all or any part of,whether originals or copies of, any information of Discloser,in whatever form embodied,whether oral,written, electronic,that Discloser has provided to Recipient at any time,before,on or after the date of this Agreement,including,withoutlimitation,all information concerning Discloser's past,current,and planned products,services,hardware,specifications, software,fees,prices,concepts,know-how,technical information,designs, methodologies,procedures,research,data,services,financial Information, business activities,marketingplans,business strategies,other proprietary information and the like,and all analyses,compilations,data,studies,reports or other documents prepared orderivedtherefrom,butexcluding:(a)information that at the timeof disclosure was,or becomes,part of the public domain (through a source other than Recipient or a breach of this Agreement);(b)information lawfully obtained fromathird party that was not under,and didnot impose,an obligation of confidentiality with respect to such information;(c)information that is independently developed by Recipient without use of,or reference to,Confidential Information;(d)information that was knownbyRecipientpriorto disclosure by Discloser (as evidenced bywrittenrecords)and (e)informationthatis subject to disclosure pursuant toFlorida public records law and including,withoutlimitation, Chapter 119,Florida Statutes,as same may be amended from time to time.When either partyis disclosing ConfidentialInformationto the other,the disclosing party is referred to herein as "Discloser."When either party isreceiving Confidential Information,the receiving party isreferredto herein as "Recipient" 1.3."Delivery Date11 means the date onwhichdeliveryof Product(s)isproperly requested ina Purchase Order and accepted byDPT. 1.4.ftEMS Services0 means the Enterprise Management System services,an internet based server hosted byDPT that provides additional functionalityto pay stations that have connectivity to the Internet. 1.5."Intellectual Property Rights"has the meaning set forthin Section 13. 1.6."Invoice"means aDPTinvoice issued to the Cityin accordance with the terms of this Agreement. 1.7."Party"means the City or DPT;"Parties"means the City and DPT.As used inthis Agreement,references to "third parties"means persons or entities other than a Party. 1.8."Products"means the current specificParking Products identifiedby DPTs part numbers listed on ExhibitA attached hereto,a general description ofwhichis set forth opposite each such partnumber,including the licenses requiredfor the operation of the Products.Products shall also include any such products as changed or modifiedbyDPTina manner that does not substantially alter the form, fit or function of any such product. 1.9."Proposal Documents"means Cityof Miami Beach RFPNo.46-10/11 (and any amendments and exhibits thereto),and DPT response to RFP No.46-10/11. 1.10."Purchase Order means aCity purchase order issued toDPTin accordance with the terms of this Agreement. 1.11."Specifications"means informationspecifying the technical and performance criteriafor Products that is published in DPTs standard product guides ineffecton the date Products are shipped in response toa Purchase Order. 1.12."Sub-Contractor"means Standard ParkingCorporation,which will provide installation and maintenance services totheCity hereunder. 1.13."Trademarks"means DPTs trademarks,logos etc.,which are affixed either to the Products or on the packages/containers in which such Products are shipped,or which are included inwritten materials relatingto or mentioning the Products. 2.PRICE 2.1.ExhibitA attached hereto sets forth net sales prices for the Products,EMS Services,extended warranty,installation,and support services and license fees. 3 2.2.All pricesaresubjecttoapotentialannual increase uptoa maximum of2.5%(two and one-half percent),subject furtherto the priorwritten approval of the City, whichapproval shad notbe unreasonably withheld.DPT shall provide the Citywith at least thirty (30)days priorwritten notice of any proposed pricing changes,and written documentation supporting the proposed increase that may occur fromtime to time during the term ofthis Agreement. 2.3.The City shall pay DPTfor each Product ordered pursuant tothis Agreement an amount equal to the net sales priceof such Product,as set forthon the Exhibit "A" in effect at the time the order is received byDPT. 2.4.Prices giveninExhibitA are exclusive of,and the City shall be responsible for the payment of,shipping charges (includingfreight and customs fees),as well as any applicable sales,use,service,value added and similar taxes. 2.5.Any new hardware or software Products released after the signing ofthis Agreement will be quoted to the Cityat the new list price and the City will be eligible to purchase such new Products inlinewith the percentage discounts applied from time to time to the prices outlined inExhibitA. 3.PROPOSAL DOCUMENTS, Notwithstanding the description of DPT's services and without limitation,DPT shall provide any and allwork and services as set forthin,and in accordance to the requirements of,the Proposal Documents (which are attached as Exhibits "F and "G"hereto and are hereby deemed incorporatedby reference as if folly set forth herein). 4.ORDERS 4.1All orders for the purchase of Products hereunder shall be submitted toDPT on a Purchase Order and shall specifically reference this Agreement.All orders are subject to acceptance byDPT,whichshallnot be unreasonably withheld. 4.2 Purchase Orders will include the quantitiesand types of Products tobe purchased by the Citywith an estimated schedule fordelivery.Priortodeliveryandsubject to DPTs approval,theCitymay request anadjustmentto the quantity,typeand Delivery Date of the Products listed on the Purchase Order. 4.3 Upon acceptance of a Purchase Order,DPT shall use best efforts to manufacture the Products in accordance with the Specifications and to ship such Products in accordance with the delivery requirements and Delivery Dates. 4.4DPT agrees toprovidethe City with noticeonehundredandeighty (180)daysin advance of(i)any changes to the Products listedin Exhibit Athat alter the form,fit or functionof the Product or (ri)the discontinuance of any Product.DPT reserves the right initssoleandabsolute discretion to modify the form,fit or function ofany Product,or to otherwise modify any Product,and to discontinue the manufacture of any Product,except that for Products which have been discontinued,DPTshall remainobligatedto fill orders as havebeenplacedbytheCitythataresubjectto accepted Purchase Orders.TheCity reserves the righttoterminate this contract withnopenalty with sixty(60)day written noticeshouldtheProducts change ina manner renderingtheProducts unfit for the City's purpose ofuse.Notwithstanding any such termination,the Cityshallremain obligated to purchase all Products subject to Purchase Orders previously issuedbytheCity and accepted byDPT provided that the Products delivered have not been changed as set forth herein. 4.5TheCity has requested DPTtomanufactureandship,at a minimum,(i)100 LUKE II pay stations to the Citynolater than September 15,2012,and (ii)100 LUKE II pay stations to the Cityno later than October 30,2012,each in accordance with Sales Quote #20642 as attached hereto as Exhibit I,priorto the issuance by the Cityofa Purchase Order and DPT has agreed to the request.TheCity will submit a Purchase Order for the 200 pay stations on or before October 15,2012. Payments terms for the 200 pay stations shall be in accordance with Section 9 below. 5.DELIVERY AND ACCEPTANCE 5.1DPTshall use best effortstodeliver Products to the Cityon the Delivery Dates set forthin Purchase Orders accepted byDPT.Unless DPT otherwise agrees,all Delivery Dates shall be upto eight (8)weeks for non-custom orders and upto sixteen (16)weeks for custom orders.DPT agrees to pay the City $500 per unit per day for fate deliveries beyond the Delivery Date. 5.2 The City shall inspect and test all Products upon receipt in accordance with the testing and acceptance criteria as set out inExhibitB and shall notify DPT upon acceptance.The City will be deemed to have affected final acceptance of the Products on the ninetieth (90th)day after the date of installation,unless written notice is received byDPT on or before such day setting out a reasonable explanation for the non-conformity of the Products.In the event of non-conformity, DPT shall make best efforts to correct the deficiency or replace the non conforming parts or Products withinfifteen (15)days of notificationby the City.The City must re-test the Products within fifteen(15)days from the date of the correction or replacement and mustnotifyDPTconfirming either acceptance or further non-conformity.In the absence of such notice,the City will be deemed to have affected final acceptance of the re-tested Products at the end of the fifteenth (15th)day re-testing period.TheCityshallpayallinvoicesin accordance with Section 9.All Products will be subject to the testing and acceptance criteria at ExhibitB regardless of the payment terms.The City may reject any non- confirming parts or Products within the timeframe stipulated herein, notwithstanding any prior payment 6.SHIPMENT AND RISK OF LOSS 6.1 All Products delivered pursuant tothe terms ofthis Agreement shallbeF.O.B.City of Miami Beach,freight prepaid and added to the invoice,to the City's address or other place ofdelivery as designated fromtimetotimeby the City.Ail customs, duties,costs,taxes,insurance premiums,and other expenses relatingto such transportation and delivery shall be at the City's expense. 6.2 Title to the Products will remain with DPT until such Products have been paid forin full.However,such Products will be entirely at the City's risk from the date of delivery.The City will ensure that the Products are insured against "all risks"from delivery date,and continuously thereafter until all amounts due toDPTarepaidin full.Such insurance will be for no less than the total amount owing to DPT with loss first payable toDPT. 7.EMS SERVICES The Enterprise Management System (EMS)is an internet based service hosted by DPT.EMS provides additional functionalityto pay stations which have connectivity to the internet.These applications are paidfor on a monthly basis and include features such as real time credit card processing,monitoring and alarming, reporting and remote rate setting.DPT shall use a wireless carrier communications network for wireless data services that is pervasive and robust as it relates to levels of performance,applications,equipment,software,components, and is based upon ratified standards,further takingin consideration performance,capacity,signal coverage,reliability,features, maintenance,and efficiency of frequency use.DPTs solution shall not include any technology or equipment which isin beta stage.The terms and conditions forEMS services are attached hereto as ExhibitD and prevailwith respect to the EMS terms. 8.INSTALLATION AND MAINTENANCE SERVICES 8.1 The Sub-Contractor,Standard Parking Corporation,isaFlorida based parking operator,installation and maintenance services company for the parkingindustry. DPT will engage the Sub-Contractor toprovide the installation and maintenance services outlined at ExhibitA throughout the term of this Agreement. 9.PAYMENT 9.1 Upon shipment of the Products,DPT shall submit an Invoiceto the City.All Invoices shall include a reference to the corresponding Purchase Order.The City agrees to pay the amount of Invoices submitted byDPTwithin one hundred and thirtyfive (135)days from date of the Invoice. 9.2 The City agrees to pay for the 113 pay stations listedin Purchase Order #019029 as attached hereto as ExhibitHwithin 15 days from the date of delivery. 9.3 If payment isnot received by the due date,a finance charge of1.5%per month (18%per year),or the maximum amount allowable by law whichever islower,will be added to unpaid Invoices from the due date thereof.The City agrees to pay such finance charges and agrees to reimburse DPT reasonable attorney's fees and other out of pocket expenses of collection if DPT engages counsel and/or incurs expenses to collect overdue amounts. 9.4 The City may receive a discount of2%(two percent)off the invoiced equipment value for prepayment of the full value of the order at the time the order is placed. 9.5Failureto pay invoiceswithinthe stipulated payment terms may resultin adjustment to the discount levels contained inthis Agreement. 10.WARRANTY AND EXTENDED WARRANTY 10.1 DPTs standard warranty terms applytoall Products purchased under this Agreement for a period oftwo(2)years from the date of installation,as set forth in the express writtenwarrantyterms (as maybe amended fromtimetotime) accompanying the delivery of the Products.Acopyof the standard warranty terms is attached hereto and made apart hereof as Exhibit C.DPT mil also provideany new software releases foraperiodoftwo(2)years at no cost to the City.The City, at sole and absolute discretion,may extend the warrantyperiodfor an additional three (3)years,under the terms andcondition contained herein,bygivingnoticeto DPTwithinninety(90)days beforethe end of the existingwarrantyperiod. 11.LICENSE RIGHTS 11.1 DPTs standard license agreements applytoall Products purchased under this Agreement,as set forthin the express written end-user license terms (as may be reasonably amended fromtimetotime)accompanying the delivery of the Products.A copy of the standard end-user license terms is attached hereto and made a part hereof as ExhibitE. 12.CONFIDENTIAL INFORMATION DPT acknowledges that all Confidential Informationit discloses pursuant to this Agreement may be subject to disclosure pursuant toFloridaPublic Records Law including,without limitation,Chapter 119,Florida Statutes,as same may be amended from time totime.Notwithstanding,the forgoing,each party agrees to protect and safeguard Confidential Informationofthe other partyfrom loss,theftor destruction using the same degree of care as it uses to protect its ownconfidential information of a like nature,but inno event less than a reasonable standard of care* 13.INTELLECTUAL PROPERTY 13.1 Subject to Section 13.4,DPT agrees to defend andindemnifyCityforalldirect losses,costs and damages resulting froma determination that the Products as supplied toCityinfringe any Canadian orUnited States patent rights,copyrightsor trademarks providedthat:City promptly notifiesDPTin writing uponCitybecoming aware of the existence of any such suit,action,proceeding or threat;and reasonably cooperates withDPT.Inno event shallCity consent to any judgment or decree or do any other act in settlement ofany such claim without DPT's express prior written consent.Inno event willDPTbe liable for the payment of any amount agreed toin settlement withoutits express consent. 13.2 In the event that the Cityis enjoined fromits use of the Products due toa proceeding based upon the infringement of patent,copyright or trademark in the United States or Canada,DPT shall,atits option,either (a)promptly render the Product non-infringing and capable ofproviding services as intended;or (b)procure forCity and its customers the rightto continue using the Product;or (c)replace the Product withnon-infringing goods;or (d)remove the Product and refund the purchase price and transportation costs thereof,less a reasonable amount for depreciation. 13.3 DPT shall have no liability in respect of any claim based upon: (a)use,operation or combination of the Product with software,hardware,data, or equipment not supplied byDPTif such infringement would have been avoided but for such use,operation or combination;or (b)use of the Products other than in accordance with DPTs specifications if such infringement would have been avoided but for use of the Products notin accordance with DPT specifications;or (c)Products that have been modifiedby any party other than DPTif such infringement would have been avoided butfor such modification. 13.4 ENTIRE LIABILITY.THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF DPT WITH RESPECT TO INFRINGEMENT OF PATENTS,COPYRIGHTS, TRADE SECRETS AND OTHER INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS BY PRODUCTS,SERVICES AND RELATED MATERIALS PURCHASED OR LICENSED PURSUANT TO THIS AGREEMENT. 14.TRADEMARKS:PROMOTIONAL MATERIALS 14.1 DPT hereby grants the Citya non-transferable,non-sublicensable,non-exclusive license to use the Trademarks,without modification unless approved by DPT solely in connection with the City's marketing and use of the Products in the City facilities. 15.INDEMNIFICATION 15.1 DPT agrees to indemnity and hold harmless the City of Miami Beach and its officers,employees,and agents,from and against any and all actions,claims, liabilities,losses and expenses,including but not limited to attorney's fees,for personal,economic or bodilyinjury,wrongful death,loss of or damage toproperty, inlaworinequity,which arise from the negligent acts or omissions or other wrongful conduct ofDPT,its employees,or agents in connection with the performance of service pursuant tothis Agreement;DPT shall pay all such claims and losses and shallpayall such costs and judgments whichmay issue from any lawsuit arising from such claims and tosses,and shall pay all costs expended by the Cityin the defense of such claims and losses,including appeals. 15.2 EXCEPT AS OTHERWISE SET FORTHINTHIS AGREEMENT,INNOEVENT SHALLDPTBE LIABLE,WHETHERINCONTRACT,TORT,WARRANTY,OR UNDERANYSTATUTE (INCLUDING WITHOUT LIMITATION ANYTRADE PRACTICE,UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT)OR ON ANY OTHER BASIS,FOR INDIRECT,PUNITIVE,MULTIPLE, INCIDENTAL,CONSEQUENTIAL OR SPECIAL DAMAGES SUSTAINED BY THE CITY OR ANY OTHER PERSON ARISING OUT OF OR IN CONNECTION WITH ANY ASPECT OF THIS AGREEMENT OR ITS PERFORMANCE OR ANY FAILUREIN PERFORMANCE OR BREACH,OR THE USE OR PERFORMANCE, OR CONSEQUENCES OF USE OR PERFORMANCE,OF ANY PRODUCTS MANUFACTURED OR FURNISHED BY DPT WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT DPT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE,INCLUDING,WITHOUT LIMITATION, DAMAGES ARISING FROM OR RELATED TO LOSS OF USE,LOSS OF DATA, FAILURE OR INTERRUPTION IN THE OPERATION OF ANY EQUIPMENT OR SOFTWARE,DELAY IN REPAIR OR REPLACEMENT,OR FOR LOSS OF REVENUE OR PROFITS,LOSS OF GOODWILL,OR LOSS OF BUSINESS UNLESS EXPLICITLY PROVIDED FOR HEREIN.IF,DESPITE THE FOREGOING LIMITATIONS.DPT IS HELD LIABLE TO CITY UNDER ANY PROVISION OF THIS AGREEMENT,THE ENTIRE AND SOLE LIABILITY OF DPT SHALL BE LIMITED TO 100%OF THE TOTAL AMOUNT OF THIS AGREEMENT MINUS ANY FEES PAID BY THE CITY FOR THE PARTICULAR SERVICES TO WHICH THE LIABILITY RELATES. 15.3 Whenever any claimshallarisefor indemnification hereunder,the party seeking indemnification (the "Indemnified Party")shallpromptlynotify the partyfrom whom indemnification is sought (the"Indemnifying Party0).Such notice shall specify the nature of the claim and,when known,the facts constituting the basis therefor,as well as any amount oran estimate of the amount of the liability claimed by any such partyfor such claim.Failuretopromptly notify shall not relieve aPartyfrom its indemnity obligations hereunder except to the extent of prejudice caused by such failure.The Indemnified Partyshallnot settle or compromise any claimbya thirdpartyforwhichitisentitledtoindemnification hereunder without the prior written consent of the IndemnifyingParty,whichshall not be unreasonably withheld,unless suitshall have been institutedagainstit and the Indemnifying Partyshall not have taken control of such suit after notification thereof as provided in this Section 15.4. 15.4 In connection with any claimgivingrisetoindemnity under Section 15 of this Agreement,the Indemnifying Partyatits sole cost and expense may,upon written notice to the IndemnifiedParty,assume the defense of any such claimorlegal proceeding ifit acknowledges to the IndemnifiedPartyinwritingits obligations to indemnify the IndemnifiedPartywith respect toall elements of such claim.The IndemnifiedPartyshall be entitledtoparticipatein(butnotcontrol)the defense of any such action,with its counsel and atitsown expense.If the IndemnifyingParty does not assume the defense of any such claim or litigation resulting therefrom within thirty(30)days afterthe date noticeof such claimisgiven,the Indemnified Party may defend against suchclaimor litigation,withoutprejudiceto pursue its rightsof indemnification.In suchevent,the Indemnified Partymay defend ina manner as it may deem appropriate,including,but notlimitedto,settling such claimor litigation,butonly after giving writtennoticeof the same tothe Indemnifying Party,onsuchterms as the Indemnified Party may deem appropriate,andthe Indemnifying Partyshallbeentitledtoparticipatein(butnot control)the defense of such action,withits counsel and at itsown expense.The Parties shall cooperate with each other in the defense of any such third party claim pursuant to this Section 15. 16.INSURANCE DPT,atitsown expense,shall keep inforce and at all times maintainduringthe term of this Agreement: (a)Commercial General Liability Insurance: Commercial General Liability Insurance,issued by responsible insurance companies and inaform acceptable to the City's Risk Manager,protecting and insuring against all the foregoingwith coverage limitsofnot less than One Million Dollars ($1,000,000)per occurrence forBodilyInjury and Property Damage. (b)Workers'Compensation Coverage: Worker's Compensation and Employer's Liability per the statutory limitsof the province of British Columbia. (c)Insurance Certificates: DPT shall provide the Citywith Certificate^)of Insurance onall the policies of insurance and renewals thereof,inaform(s)acceptable to the City'sRisk Manager.Said Commercial General Liability policyshallprovide that the City of Miami Beach,Florida,shall be named as an additional insured.The City shallbe notified in writing ofanyreduction,cancellationor substantial change of policy or policies at least thirty(30)calendar days priorto the effective date of said action.All insurance policiesshall be issued by responsible companies who are acceptable totheCityand licensed ?nd will have a Best's ratingof at least B+anda Best's Financial Size category of Class VI according to the most current editionof Bests KeyRatingGuide. 17.TERM &TERMINATION 17.1 The term of this Agreement shall be for the period beginning on the Effective Date and shall continue foratwo(2)year period and may be extended fora further 10 period bythepartiesin writing subjecttothesolediscretionandapprovalofthe City. 18.TERMINATION BY CITY FOR DEFAULT 18.1.If through any cause within the reasonable control of DPT,it shall failto fulfill ina timelymanner,or otherwiseviolateanyofthe covenants,agreements,or stipulations material tothe Agreement,the City shallthereuponhavethe right to terminatethe services then remaining tobeperformedby giving writtennoticeto DPTofsuchterminationwhichshallbecomeeffectiveuponreceiptbyDPTofthe written termination notice. 18.2.In that event the Cityshall compensate DPTin accordance with the Agreement for all services performedbyDPTpriortotermination,netofany costs incurredbythe City as a consequence of the default. 18.3.Notwithstanding the above,DPTshallnot be relievedof liability to the Cityfor damages sustained by the Citybyvirtueof any breach of the Agreement byDPT, and the Citymay reasonably withhold payments toDPTfor the purposes ofoff set until suchtime as the exact amountof damages due the City fromDPTis determined. 19.TERMINATION FOR CONVENIENCE OF CITY The Citymay,forits convenience,terminate the services then remainingto be performed at any time without cause bygivingwritten notice to DPT of such termination,whichshall become effective thirty(30)days following receipt byDPT of such notice.If the Agreement is terminated by the City as provided inthis section,the City shall compensate DPTin accordance with the Agreement forall Products delivered and services actuallyperformedbyDPTupto the date of termination.No compensation shall be due toDPTfor any profits that DPT expected to earn on the balance of the Agreement.Such payments shall be the total extent of the City's liability toDPTupona termination as providedforinthis section. 20.TERMINATION FOR CAUSE BY DPT 20.1.DPT may terminate its performance under this Agreement onlyif the City defaults and failsto cure the default after receivingwritten notice of it Default by the City occurs if the Cityfailsto perform one or more ofits material duties under this Agreement.Ifa default occurs and DPT wishes to terminate the Agreement, then DPT must deliver awrittennoticeto the City describing the default and the proposed termination date.The date must be at least 30 days after the City receives notice.DPT,at its sole option,may extend the proposed termination date toa later date.If the City cures the default before the proposed termination date,then the proposed termination is ineffective.If the City does not cure the default before the proposed termination date,then DPT may terminate its performance under this Agreement on the termination date. 21.NOTICES All notices and requests requiredor authorized hereunder shallbegivenin writing either by personal delivery;by registered or certifiedmail,return receipt requested; or other electronic transmission.Such notice shall be deemed to have been given upon such date that it is so personally delivered;the date three (3)days after itis deposited in the mail;or the date the same is received by the receiving party's email,irrespective of the date appearing therein. If to DPT: Digital Payment Technologies Corp. Suite 330,4260 Still Creek Drive Bumaby,BC Canada V5C6C6 Attention:General Counsel Tel:604-688-1959 22.GENERAL Ifto the City: City of Miami Beach CityHall Attention:City Manager 1700 Convention Center Drive Miami Beach,Florida With Copies to: CityofMiami Beach Parking Department Attention:Saul Frances,Parking Director 1755 Meridian Avenue,Suite 200 Miami Beach,Florida 33139 CityofMiami Beach City Attorney's Office City Hall Attention:Jose Smith,City Attorney 1700 Convention Center Drive Miami Beach,Florida 33139 22.1 Force Majeure Exceptwith respect to the payment ofmoney,neither partyshallbe liable forany failure or delay inits performance under this Agreement due to causes,including, butnotlimitedto,acts of civil ormilitaryauthority,fires,epidemics,floods, earthquakes,riots,wars,sabotage,labor shortages or disputes,and governmental actions,which are beyond its reasonable control;provided that the delayedparty:(i)gives the other partywrittennoticeof such cause and (ii)uses Its reasonable effortsto correct such failure or delay inits performance.The delayed party's time for performance or cure under Section 18 shallbe extended foraperiod equal to the duration of the cause. 22.2 Relationship of Parties 12 The partiestothis Agreement are independent contractors.Neitherpartynor their respective employees,consultants,contractorsor agents are agents, employees orjoint ventures of the other,nordo they have any authoritytobind the other bycontractor otherwise to any obligation.Neitherparty will represent to the contrary,either expressly,implicitly,by appearance or otherwise. 22.3 Assignment Neither DPT,on one hand,nor the City,on the other hand,may assign this Agreement in whole orinpartwithout the consent of the other,except if such assignment occurs in connection with the sale or transfer ofallor substantially all of the business and assets of DPT,on the one hand,ortheCity,on the other,to which the subject matter of this Agreement pertains. 22.4 Successors in Interest Subject to Section 18,the rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors,executors and administrators, as the case may be. 22.5 Applicable Law This Agreement shall be governed by the laws of the State of Florida.Any and all legal action necessary to enforce the Agreement will be held in Miami-Dade County,Florida.By entering intothis agreement,DPTandCity hereby expressly waive any rights either party may have toa trial by jury of any civil litigation related to this agreement. 22.6 Severability Iffor any reason a court of competent jurisdictionfinds any provision of this Agreement,orportion thereof,to be unenforceable,thatprovision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties,and the remainder of this Agreement shall continue infull force and effect. 22.7 No Waiver Failure by either party to enforce any provision of this Agreement shallnot be deemed a waiver of future enforcement of that or any other provision. 22.8 Complete Agreement 13 This Agreement,includingallExhibits,and the Proposal Documents ,constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces allprior or contemporaneous understandings or agreements,written or oral,regarding such subject matter No amendment to or modificationofthis Agreement shall be binding unless inwriting and signed bya duly authorized representative of both parties. 22.9 Third Party Beneficiaries Nothird party beneficiary rights are conferred or are intended to be conferred by this Agreement. 22.10 Survival DPT and City shall remain obligated to each other under all sections of this Agreement that expressly or by their nature extend beyond the expiration or termination of this Agreement,including but not limitedto,the indemnity provisions. EXECUTION PAGE FOLLOWS 14 IN WITNESS WHEREOF,the City of Miami Beach,ataregular meeting thereof,by action of the City of Miami Beach Mayorand Commission directing the foregoing be adopted,has caused these presents to be signed by the Mayor and City Clerk,andits seal to be hereuntoaffixed,and Digital Payment Technologies Corp.has executed this contract,all as of the day and year first above written. CITY OF MIAMI BEACH Date:g|)0J(2 and Legal Sufficiency: Attest:jio^^w*^ Corporate Secretary (AffirmCorporateSeal) Title DIGITAL PAYMENT TECHNOLOGIES CORP. signature Name:^U/tA/r&7/l/S£/*te7 Title:Chief Executive Officer Approved by the Miami Beach MayorandCity Commission on April 11,2012,ItemNo. R7C-*fc-KUV£BASTO ?ORM&LANGUAGE. &FOR EXECUTION is EXHIBIT A PRODUCTS AND SERVICES PRICE UST LUKE II Unit Pricing Exhibit A PRODUCTS AND SERVICES PUCE UST Part Number Description Price 800.1106 LUKE IIBase ConfigCRS 3563.99 100.0001 Custom Cast Color-L Included in base 880.4006 2in Thermal Printer 484.14 880.4003 12 Button keypad Included in base 880.4004 Coin-Escrow(forupto750pay stations)714.31 880.4004 Coin-Escrow(forpay stations beyondfirst750)854.31 880.4000 USBill,lK-Note-L2 833.36 880.4001 Dual Card ReaderL2 178.58 880.4040 Coin Shutter -L2 49.60 400.0303 Rain Cover L2 Included in base 880.1031 Decal ParkingPGraphic Included in base 880.4047 Solar Panel,AntL2 773.83 880.4024 GSM,Raven XT-S/L/L2 236.12 880.4028 GSM/CDMA Installation Kit 117.07 663.0050 Thermal Paper,T8,60mm Included in base 100.1110 Multilingual Software 0.00 Optional Unit Upgrades Part Number Description Price 880.4035 UpgradeElectronic Locks,upper 69.00 880.4037 Upgrade Electronic Locks,lower 69.00 TBD Upgrade to Electronic coin canister barrel locks 124.00 TBD Upgrade to Electronicbill stacker barrel locks 124.00 100.1081 OptionalCustomColorSetup-L (per color,per part)175.00 880.4025 WiFi Modem (substitute for GSM modem)178.58 880.4029 WiFi Installation Kit(substitute forGSM installation kit)99.21 880.4019 38-Button Keypad 115.00 880.4017 Contactless Payment 178.58 Initial Unit Setup Costs Part Number Description Price 100.1108 Credit Card Processing Setup Fee Included 880.0086 DPT BOSS Suite Included 880.1028 USB Data Key Included 450.0018 Key Green Ext Access Included* 450.0019 KeyYellowExt Access Included4 450.0020 KeyRedExt Access Included* 450.0006 Key Access Canister Included* 450.0033 Key Access BillStacker Included* •if mechanical locks selected Spares Pricing Part Number Description Price 110.0017 Controller-spare 1462.50 500.0131 Coin Acceptor (w/out escrow)294.75 115.0108 Coin Canister Box Assembly -125 included 111.88 450.0006 Key Canister lid 4.50 521.0026 USBill Validator 990.00 115.0132 IK-note stacker w/lock -125 included 123.12 450.0033 KeyBill Stacker Access 11.25 500.0115 Credit Card Reader -L2 249.75 500.0120 RFID Antenna and Controller 202.50 115.0087 LCD Display Color 351.00 165.0020 Lexan,Display 42.75 630.0032 KeyPad38 button 157.50 500.0065 Communications Antenna 49.50 140.0145 Cable Antenna Communication 33.75 500.0111 GSM Modem Raven XT 265.50 500.0121 WiR Modem Ruckus 112.50 500.0116 Printer 2in 639.00 880.1202 Anti-Static Brush Kits 22.50 511.0003 Solar Regulator 164.25 605.0003 33hr Battery-U/L/S 78.75 605.0004 18hr Battery-L2 65.00 515.0010 Solar Element 20W 276.75 105.0016 Pedestal Assembly 411.97 520.0028 LockProgrammable(mechanical)76.50 450.0018 Key Green Ext Access 11.25 450.0019 Key Yellow Ext Access 11.25 TBD Coin Canister Electronic Lock 124.00 TBD Bill Stacker Electronic Lock 124.00 880.4035 Maintenance /Collection DoorLockElec Medeco -L2 69.00 880.4037 Collections Lock Elec Medeco -L2 69.00 663.0050 Thermal Paper,T8,60mm 26.00 EMS Services EMSCore(RealTime CC Processing,Alerts,Reports)$25.00 Digital Connect(2000 transactions/month/unit)$20.00 Extra transactionschargedat$0.02/transaction ValueCardProcessing $5.00 DPT/customer branded mag-stripe cardauthorization Coupons $5.00 Extend-By-Phone $5.00 +$0.25 peradd-time transaction(payableby parker) Verrus PaybyPhone Integration $5.00 ParkmobilePayby Phone Integration $5.00 Digital API(Read)*$5.00 Digital API(Write)*$5.00 ♦Digital API Read andWritearerequiredfor integrations withthirdpartysystems.Digital API (Read) pulls information from the EMS systemwhichcustomerscantheninjectintotheirownsystemsand Digital API (Write)pushesinformationintothe EMS system. For example,touseVerrusPaybyPhoneIntegrationand enforce viastall report,a customer would select the following EMS Services: •EMS Core •Verrus Integration For the sameapplication,butwiththeabilityenforceviaT2handheld,a customer wouldselectthe above mentioned servicesaswellas Digital API (Read),whichwouldallowstalldatatobepulledfrom EMS into the handhelddevice.To use Parkmobileinplace of Verrus,ParkmobileIntegrationwouldbe selected. Extended Warranty Pricing AnnualExtended Full Hardwareand Software Warranty(perpaystation)-Year1included AnnualExtended Full Hardwareand Software Warranty(perpay station)-Year2included AnnualExtended Full Hardware andSoftware Warranty (perpaystation)-Years 3-5 $425.00** AnnualExtended Full Hardware andSoftwareWarranty(perpaystation)-Years 6-7$475.00** **The Citymayelectto pre-paythe additional 5yearsof hardware/softwarewarrantyfor $1,500,000.00,asavings of $168,750.00over individual yearlypurchase. Details of DPT'sWarranty and Extended Warranty coverage may be found inExhibit C A summary of this warranty coverage isasfollows: •TheCitywill contact DPT by telephone forall supported related services.DPT's telephone supportwillbeavailable24hours/7daysa week with response timelinesasoutlinedin Exhibit C •Warranty includesadvancedhardware replacement providedforpartsnotfunctioning properly. •Warranty includes software updates atnocharge. •As per the RFP requirements,the Citywill be responsible forall on-site Level1related service.Level1 related services are documented in DPT's troubleshooting and maintenances manual and include: Responding to Jams(Coin,Bill,Printer) Coin and Bill Collections Replenishment (Paper) Uploading configurations Preventative maintenance as outlined in DPT's Maintenance Manual schedules. Hardware troubleshooting (trying known good parts) Break Fix (partswaps) Onsite Maintenance Pricing AnnualOnsite Maintenance (perpaystationpermonth)-Year1 included AnnualOnsite Maintenance (perpay station permonth)-Year2 included AnnualOnsite Maintenance (perpaystationpermonth)-Years3-5 $32.00*** AnnualOnsiteMaintenance(perpaystationpermonth)-Years 6-7 $32.00*** ***Price issubjecttonegotiationbasedonthenumber of LUKE II unitspurchasedand the time of their installation. Standard Parking willprovide on-site supportfor Level 2services,whenrequired.Level 2servicesare definedason-siteservices the Cityrequiresafterbeingunable to correctissuesusingthe Level 1 troubleshooting procedures outlined in the productmanuals.Level2laborserviceswouldinclude: Upgrading PayStationhardwaretoaddress problem's notsolvedby Level 1troubleshooting activities Pay Station hardware/software upgradesfor new features Pay Station upgrades for bug fixes Telecommunication troubleshooting Enabling andgathering logging filesforsupport Upgradesfor new currency (suchasUSMintreleasing new billsorcoins) Duringthe first two years of maintenance coverageandaslongas the Cityisundercontractfor maintenance servicesat the fees outlined after year2,the Level2 Maintenance packageprovidedby Standard Parkingwill include: •5 complete sets of recommended spare components per250paystations ordered.These spare partswill be located at the City's offices.Spareparts include V3 controller,coin acceptor,billvalidator,GSM modem,antennae,LCD screen,printer,38key alpha-numeric keypad,solar regulator,and33Ahrand18Ahr batteries. •1 complete LUKE II pay station per250pay stations ordered.These pay stations willbe stored at the City's offices. For reported problems requiring on-site service reported duringregular business hours,the Citywill contact DPT.DPT will then contact Standard Parking toprovide on-site support within24hoursafter being contacted byDPT.For reported problems requiring on-site service reported on evenings, weekends,andholidays,on-siteservicewillbeprovidedon the next business day. installation Install andcommissioning (civil work,ifrequired,isextra)$265perpaystation Price includespickupfromwarehouse,boltingitdowntoaconcretepad(concretepadnotincluded), andturningiton.Unitistobeconfiguredby the cityandparkingstaff. Pricingalso assumes the Citywill assist Standard Parkingand DPT in determining the approximate site foranypaystation that isnot immediately obviousorestablishtheparametersinwhich the paystation is to be installed under. Citywillfacilitate permitting orparkingsparerestrictionsso that workcan be completed inan expeditious manner. Training 80hours of training Included Additional One Day onsitemanufacture training $2,500 Each Additional Day onsitemanufacture training $750 Initial trainingwilltakeplaceatadesignatedCity facility toprovide City employees withexpertiseinthe maintenance andrepair of their product,including,but not limitedtoinstallation,maintenance, troubleshooting repairs,operations-programming,inventory,andcollections. RESOLUTION NO.2012-27891 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER PERTAINING TO THE RANKING OF FIRMS PURSUANT TO REQUEST FOR PROPOSALS (RFP)NO.46-10/11 FORTHE PURCHASE AND INSTALLATION OF NEW MULTI-SPACE PAY STATIONS FOR THE CITY'S ON- STREET AND OFF-STREET PARKING LOCATIONS;AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TOP-RANKED FIRM,DIGITAL PAYMENT TECHNOLOGIES CORPORATION,AND SHOULD THE ADMINSTRATION NOT BE ABLE TO NEGOTIATE AN AGREEMENT WITH THE TOP-RANKED FIRM,AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH THE SECOND-RANKED FIRM,GLOBAL PARKING SOLUTIONS USA,LLC;AND FURTHER APPROPRIATING FUTURE FUNDS THROUGH THE CAPITAL BUDGETING PROCESS;AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON THE COMPLETION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. WHEREAS,the City's Parking Department currently has 500multi-spacepay stations,in"pay and display"mode deployedthroughoutthe City in on-street and off-street locations;and WHEREAS,these units were firstinstalledin2004 and are near the end of product life and replacement parts are increasingly difficulttoattain;and WHEREAS,there are anumberof manufacturers in the industry whichprovide multi-spacepay stations with enhanced functionalities,includingpay and display;payby space;paybycell;payby license plate;and backofofficefunctionalities;and WHEREAS,theMayor and CityCommissionat September 14,2011,meeting, authorized the Administration toissueanRFPforthe purchase and installation ofnew multi-space pay stations for the City's On-Street andOff-StreetParkingLocations;and WHEREAS,on September 23,2011,RFPNo.46-10/11 was issued,andnotices were sent toover35firms,whichresultedinthereceiptof proposals from Digital Payment Technologies Corporation;GlobalParking Solutions USA,LLC;The MetricGroup,Inc. d/b/a Metric Parking;MacKay Meters,Inc.;Parkeon,inc.;and Ventek International;and WHEREAS,on November 16,2011,the City Manager via Letter to Commission ' No.293-2011 appointed anEvaluationCommittee(the"Committee''),consisting ofthe followingindividuals: r Marcel Couso,Parking Operations Manager,Parking Department;'j Jeff Lehman,General Manager,The Betsy Hotel and VCA Member;j ElizabethPines,Resident andLeadershipAcademyGraduate;i Larry Herrup,Resident and Budget Advisory Committee Member; MariaMayer,Transportation andParking Committee Member; Alternates Robert Newman,Transportation and Parking Committee Member; Jorge Ponce,Leadership Academy Graduate;and I WHEREAS,the Committee convened on February 6,2012,and was provided with anoverviewof the project,informationrelativeto the City's Cone of Silence Ordinance, revisions to the Government in the Sunshine Law,listened to presentations,was provided product demonstrations andparticipatedinquestionand answer sessions with each ofthe six(6)proposers,and discussed and evaluated the proposals based onthe evaluation criteria as outlined in the RFP;and WHEREAS,the Committeeunanimously ranked Digital Payment Technologies Corporation as the top-ranked firm,and further agreed to the rankingofMetricParking as the second-ranked firm,andGlobalParkingSolutions USA,LLC as the third-ranked firm; and WHEREAS,the Committee passed amotionto enter into negotiations withDigital and Metric Parking as the primaryfirms,and GlobalParking Solutions as the secondary firm;and WHEREAS,uponreviewing the Committee's recommendation and analyzing the overall cost to the City,Digital'sproposal is deemed theoverall best value to the City,and GlobalParking Solutions'proposal is the overall second best valueto the City,therefore the City Manager exercised his due diligence,andis recommending to the MayorandCity Commission the decision he deems to be in the best interest of the City,and that the Commission authorize the Administration to enter into negotiations with Global Parking Solutions as the second-ranked firm,if the Administration isnot able to negotiate an agreement with the top-ranked firm of Digital Payment Technologies. NOW,THEREFORE,BEITDULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OFTHE CITY OF MIAMI BEACH,FLORIDA,that the Mayor and City Commission hereby accept the recommendation of the City Manager pertaining to the ranking of proposals pursuant to Request for Proposals (RFP)No.46-10/11 for the Purchase and Installation ofNew Multi-Space Pay Stations for the City's On-Street and Off-Street Parking Locations;authorize the Administration to enter into negotiations with the top-ranked firm,Digital Payment Technologies Corporation;and should the Administration notbe able to negotiate with the top-ranked firm,authorize the Administrationto negotiate with the second-ranked firm,Global Parking Solutions USA, LLC;and further appropriate future funds through the Capital Budgeting process;and further authorize the Mayor andCityClericto execute an agreement upon conclusion of successful negotiations by the Administration. PASSED and ADOPTED this ////day of fipri /...2012 ATTEST: &LJr.P CITY CLERK Robert Parcher T:\AGENDA\2012\4-11-12\MuHi-Space PayStation Reso.doc '{tf-AtsA< itti Herrera Bower APPROVED AS TO FORM &LANGUAGE *FOR EXECUTION Condensed Title: COMMISSION ITEM SUMMARY A Resolution Accepting TheCity Manager's Recommendation Pertaining ToThe Ranking ofFirms For ThePurchaseAnd Delivery OfNew Multi-Space PayStations,Authorizing The Administration ToEnter Into Negotiations,Appropriate FutureFunds,And Authorizing The Mayor And City Clerk ToExecute An Agreement. <ey Intended Outcome Supported: Improve Parking Availability;Improve process through information technology Supporting Data (Surveys,EnvironmentalScan,etc:77%of residents rated availability of Parking across Miami Beach as too little or much too little. Issue: Shall the Mayor and City Commission approve the issuance of the RFP? Item Summary/Recommendation: The City's Parking Department currently has500 multi-space pay stations,in "pay and display"mode deployed throughout theCityin on-street and off-streetlocations.Parkeon isthe manufacturer ofthe current equipment (DG Classic and Strada models).These unitswereinstalledin 2004 and theDG Classic isattheendofitsproductlineandreplacementpartsareincreasing difficult toattain.Infact, Parkeonnolonger manufactures replacementpartsor supports theDG Classic model.This places a significantstraininmaintaining these unitsoperational as replacementparts are onlyavailablethrough after market sources. TheMayorandCityCommissionatits September 14,2011meeting,authorizedthe Administration to issue anRFPforthe purchase anddeliveryofnewmulti-spacepay stations fortheCity's on-street and off-streetlocation.TheCity was seekingproposalsforupto750newmulti-spacepay stations.RFPNo. 46-10/11 wasissuedand sent toover35 firms.Proposalswerereceived from Digital Payment Technologies Corporation;GlobalParkingSolutions USA,LLC;TheMetricGroup,Inc.d/b/a Metric Parking;Mackay Meters,Inc.;Parkeon,Inc;and Ventek International. AnEvaluation Committee appointed bytheCity Manager reviewed,listened to presentations,was providedproduct demonstrations,andparticipatedinquestion and answer sessions with each ofthesix proposers,scored and ranked the proposals.Based onthepublished evaluation criteria,the Committee Membersunanimouslyranked Digital andMetricas theprimaryfirmsandGlobal as the secondary firm. AfterreviewingtheCommittee'srecommendationandanalyzingtheoverall cost totheCity,the City Managerexercisedhisduediligence,andisrecommendingtotheMayorandCityCommissionthatthe Administration enter into negotiations withthe proposers theCity Manager deems tobein the best interest oftheCity,Digital's proposalisoverall best valuetotheCity,and GPS's (whichwasthethirdranked firm by the committee)proposals is the overall second best value. IT IS RECOMMENDED THAT THE MAYOR AND COMMISSION ADOPT THE RESOLUTION Advisory Board Recommendation: N/A Financial Information: Source of Funds: Amount Account 1 $420,486.14 Machinery &Equipment.Parking Bonds Account No. 486-2152-000674 OBPI 2 $449,962.00 Capital Contracts,Parking Operations FundNo.480- 2611-069357 Total $870,448.14 F inancial Impact Summary:N/A City Clerk's Office Legislative Tracking: Sign-Offs: PDW City Manager JMG T:\AGEN0A\2O12V4-11 -12\Sflutti Space PayStation Summar^ocx MIAMIBEACH AGENDA ITEM DATEjLifcJ^ £& City of Miomi Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,wvv-w.miamibeachfl.gov TO: COMMISSION MEMORANDUM Mayor Matti Herrera Bower and Members ofthe City Commission FROM:Jorge M.Gonzalez,City Manager *\^t^iC DATE:April 11.2012 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER PERTAINING TO THE RANKING OF FIRMS PURSUANT TO REQUEST FOR PROPOSALS (RFP)NO.46-10/11FORTHEPURCHASEAND INSTALLATION OFNEW MULTI-SPACE PAY STATIONS FOR THE CITY'S ON-STREET AND OFF-STREET PARKING LOCATIONS;AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TOP-RANKED FIRM,DIGITAL PAYMENT TECHNOLOGIES CORPORATION,AND SHOULD THE ADMINSTRATION NOT BE ABLE TO NEGOTIATE AN AGREEMENT WITHTHE TOP-RANKED FIRM,AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH THE SECOND-RANKED FIRM,GLOBAL PARKING SOLUTIONS USA,LLC;AND FURTHER APPROPRIATING FUTUREFUNDS THROUGHTHE CAPITAL BUDGETINGPROCESS;ANDFURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON THE COMPLETION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. FUNDING $420,486.14 $449.962.00 $870,448.14 Machinery &Equipment,ParkingBonds Account No.486-2152-000674 Capital Contracts.Parking Operations FundNo.480-2611-069357 ADMINISTRATION RECOMMENDATION Adopt the Resolution KEY INTENDED OUTCOME ImproveParking Availability,Improve process through information technology. BACKGROUND AND ANALYSIS The City's ParkingDepartment currently has500 multi-space paystations,in "payand display"mode deployed throughout the Cityin on-street andoff-streetlocations.Parkeon is the manufacturerof the current equipment (DG Classic and Strada models).These units were first installed in 2004 and have served us well;however,the DG Classic is at the end ofits product life,and replacement parts are increasingly difficultto attain.In fact,Parkeon no longer manufactures replacement parts or supports the DG Classic model.This places asignificantstraininmaintaining these units operational as replacement parts are onlyavailablethroughafter market sources.Additionally,while Parkeon has provided software andcommunication upgrades for theirStradamodel,multi-spacepay station technology has significantly advanced since 2004.There are a number of manufacturer's in April11.2012 City Commission Memorandum Mum-Space Pay Station RFP NO.46-10/11 Page 2 of 6 theindustry,including Parkeon,whichprovidemulti-spacepaystationswithenhanced functionalities, including payand display;paybyspace;payby cell;paybylicense plate;andbackofoffice functionalities. The MayorandCity Commission atits September 14,2011,meeting,authorized the Administration to issue anRFPfor the purchase andinstallationofnew multi-space pay stations for the City'sOn- Street and Off-Street Parking Locations. The City intends toprovide the residents,tourists,and patrons of the Citywith the latest state-of-the art technology in multi-space pay stations.We arelookingfor innovative parkingpay stations that arefullyfunctionalinatropicalclimatewithhigh humidity;in close proximitytothe ocean andits elements;anddurablein storm conditions,including hurricanes. The multi space pay stations must also be compatiblewithpay-by-phonetechnology.Specifications for the integration erf pay-by-phone,should itberequired,must be available either through the firm or under separate agreement withathirdpartyvendor.Thisshallbe selected attheCity's sole and absolute discretion. TheCity reserves therighttoawardandcontractwith uptotwo(2)vendorsandmay purchase any number of units,including either all;none,orcombinationfrom either vendor.The City reserves the rightto increase or decrease the number ofunits purchased fromeither one orboth vendors. Itis the Administration's intent toreplacealloftheunitsin phases overaperiodof five (5)to seven (7)years. RFP PROCESS RFPNo.46-10/11 was issued on September 23,2011,andtheProcurement Division e-mailed,as well as uploaded the RFPtoBidNet,sending notificationsto over 35firms.A non-mandatory pre- proposal meeting toprovideinformationandrespondto questions from prospective proposers was heldon September 30,2011.Onthe due dateofOctober 30,2011,six(6)proposals were received from the followingfirms: •Digital Payment Technologies Corporation •GlobalParking Solutions USA,LLC •The Metric Group,Inc.d/b/a MetricParking •MacKay Meters,Inc. •Parkeon,Inc. •Ventek International On November 16,2011,the CityManagerviaLetterto Commission No.293-2011appointedan Evaluation Committee (the "Committee"),consistingof the following individuals: Marcel Couso Parking OperationsManager,Parking Department Jeff Lehman GeneralManager,The Betsy Hotel and VCA Member Elizabeth Pines Resident and Leadership Academy Graduate LarryHerrup Resident and Budget Advisory Committee Member Maria Mayer TransportationandParking Committee Member April 11,2012 City Commission Memorandum Multi-Space Pay Station RFP NO.46-10/11 Page 3 of6 . Alternates Robert Newman Jorge Ponce Transportation andParking Committee Member Leadership Academy Graduate TheCommitteeconvenedon February 6,2012,andwas provided with an overview ofthe project, informationrelativeto the City's Cone of Silence Ordinance,and revisions tothe Government in the Sunshine Law.Larry Herrup was selected astheCommittee Chairperson.The Committee listened to presentations,was providedproduct demonstrations andparticipatedin question and answer sessions with each of the six(6)proposers. TheCommitteewasinstructedtoscoreand rank each proposal pursuanttotheevaluation criteria established in the RFP,foratotalof100points,which was as follows: Experience and Past Performance QualityandCapabilitiesof the ProposedSolution Technical Support Cost Effectiveness of Proposal Financial Stability Total 20pts 30pts 10pts 30pts 10pts 100 pts The Committee discussed eachoftheproposalsandthecorrespondingpresentations,and proceeded to score and rank them as follows: Marcel Couso Larry Herrup Jeff Lehman Maria Mayer Elizabeth Pines Ranking of Firm Digital Payment Technologies 90(1)100(1)95(1)80(1)100(1)5 Metric Parking 55(3)73(2)80(2)88(2)83(4)13 Global 65(2)63(3)70(3)64(6)98(2)16 MacKay 45(4)53(6)60(5)75(4)90(3)22 Parkeon 38(5)55(5)65(4)65(5)75(5)24 Ventek 35(6)58(4)48(6)87(3)70(6)25 The Committee unanimously ranked Digital Payment Technologies Corporationas the top-ranked firm,and further agreedtothe ranking of Metric Parking asthesecond-ranked firm,and Global Parking Solutions USA,LLCas the third-rankedfirm. AstheRFPspecifiedthatthe City reservesthe right to award andcontractwithuptotwo(2) vendors,and may purchase any number ofunite,including either all;none,or combination from either vendor;and the City reserves the righttoincreaseor decrease the numberofunitspurchased fromeither one orbothvendors,theCommitteepassedamotiontoenterintonegotiationswith Digital andMetricas the primaryfirms,and Global as the secondary firm. Digital Payment Technologies (DPT)is based inBurnaby,BritishColumbia,Canada,and was April 11.2012 City Commission Memorandum Mufti-Space Pay StationRFPNO.46-10/11 Page 4 of6 foundedin 1997 as Digital Pioneer Technologic and has grownto become a recognized providerof automated payment solutions inNorthAmerica.The company's specific business is designing, manufacturing,sellingandsupportingcomplete parking solutionsfor public andprivateparkinglots, garages,and streets.DPT has more than8,000pay-stations deployedin250cities across North America. DPT has pay-by-space,payanddisplay,andpaybylicenseplatecapabilities.Theirparking technologyincludes enforcement vialicenseplate recognition,advanced mobile phone options, citationpaymentat the paystation,andreservedparkingbylicenseplate. DPT has partneredwithStandardParking Corporation tocustomizeasupportplanto ensure system up-time for the City. Metric Parkingisa wholly-owned subsidiaryof Hoft &Wessel AG,a publicly tradedcompany located inHannover,Germany,thatspecializesinthe development,manufactureand distribution of technology-based solution.Metric has an installed base of more than 70,000 machines in over 45 countries,andthefirm'smulti-space parking systems control overone(1)million parking spaces. The Metric United States facility isbasedin Mount Laurel,New Jersey.The facility consists ofa 15,000 square foot warehouse with equipmentand spare partstosupporttheir United States clients. This facility alsoprovidesservice,training andsoftware development applications forthe United States market. Metric isa manufacturer,and will be working with its local partneronthis project,Amano McGann, Inc.,locatedinFortLauderdale,to provide local support,local productdevelopment,andlocal product features.AmanoMcGannisa world leaderinthemanufacturingand distribution ofhardware and software solutionsfortheparking industry,and has over4000installations worldwide. GlobalParkingSolutions USA/LLC (GPS)isheadquarteredin Philadelphia,Pennsylvaniaand was formedin2009to service NorthAmericanparkingclients.GPSistheexclusiveUnited States distributor for original equipment manufacturer,Global Integrated Solutions,headquarteredin New Zealand.Global Integrated Solutions hasbeen involved in parking equipmentmanufactureand supply for over 14 years. GPShasproposedthe METRO Seriespaystation,which isavailableinpayand display,payby plate,andpayby space configurations,which are available with coin,bill andcreditcardpayment modes.Sincethe introduction ofthe METRO Seriespaystationin2007,morethan5000pay stations have been deployed and are in use.InNorth America,GPS has installed meters inFlorida, New Jersey,NewYork,Pennsylvania and Vancouver,BC,Canada. CITY MANAGER'S DUE DILIGENCE After reviewing theCommittee's recommendation and analyzing the overall costtothe City,the City Manager exercised his due diligence,andis recommending totheMayorandCity Commission that the Administration enter into negotiations withthe proposers theCity Manager deems tobein the best interest ofthe City.Digital's proposalistheoverall best valuetothe City,and GPS's (which was the thirdranked firm bythecommittee)proposalistheoverall second best valuetothe City. Additionally,GPS's proposal represents acostsavingsof $278,150 overa seven yearperiodwhen comparedto Mettle's proposal(thesecondranked firm bytheCommittee)forthe same period. April 11,2012 City Commission Memorandum Multi-Space Pay Station RFP NO.46-10/11 Page 5 of 6 PAY BY LICENSE PLATE -METHOD OF PAYMENT Currently,pay stations areconfiguredina "pay and display"mode.Thispaymentmodel has served us well;however,technology enhancements in the industry provides fora new payment model, referred to as "pay by license plate1'.It isimportantto note that the units contemplated are reconfigurabletoanyofthe following paymentmethods:"pay and display";"pay by space1';and "pay by license plate".The Parking Department has researched various technologies,methods of operation,and leading vendors in the parkingindustryproviding multi-space pay station technology and equipment inanefforttoprovidethemost appropriate configurationfor the varying types of users within the City.The recommended methodofoperationis "pay by license plate".Simply stated,the "payby license plate"operationrequirestwo simple steps:(1)payment forparking session and(2)inputofthevehicle'slicenseplatenumberatthepaystation (issuance ofareceiptis optional).Thisisevenasimpler process thanthecurrentthree step process with"payand display". The following are some ofthemajor advantages of "pay by license plate": •Simpler operation for users. •Reduced expense for paper used for receipts. •Environmentallyfriendly (less receipt paper requiredto operate). •A receipt will no longer be requiredtobe displayed on the vehicle dashboard as a proofof purchase.Thisalleviates the need toreturnto the vehicleto place areceipt. Infact,a receipt isnotrequired unless the patron wishes toretain one for reimbursement or other purposes. •Patrons may extend theirparking session bysimplyaddingtimetotheir referenced license plate number atapaystationorapatronmay use the "Extend Pay"option whichallowsa patron,whopaidbycreditcard,toinputtheirmobile phone number andthey will receiveatext message withanoptiontoextendtheirparking session priortoitsexpiration.Atextmessagingfeeby the phonecarriermayapply. «Increased revenue through:(1)expanded payment options (2)eliminationof unused time onpaidparking receipts that are either resold or passed onto other users. •Patronsmayusetheirpaid parking session atany parking space within the prescribed zone where the initial session was initiated,South Beach (ZoneA)or Middle/North Beach (ZoneB),respectively. •Inthe"payby license plate"mode,a customer maypay and/or addtimetotheir session atanypaystation.The ability topayatany station isimportant as it prevents revenue lossifanyparticularstationisoutof order and users are instructed topayat the nearest station.Additionally,itprovidesan enhanced customer convenience. •Enforcementmaybeconductedeitheratapaystationorthroughhandheldunits utilizinga web based realtime database.Asa reminder,a solicitation was issued seeking proposals forLPR (License Plate Recognition)mobile and handheld units that mayinterfacewithpaystations;theParking Departments parkingpermit software database;and/or third parties,including "payby phone"serviceproviders, anadditional payment optiontheCitymay pursue in the future. •Motorcycle/Scooter/Convertible (M/S/C)paymentoptionismoreconvenientand substantiallyreducesfraudandabuse.Currently,theplacementofareceiptonan M/S/Cissubjecttoeithertheftortampering since motorcycles,scooters and convertibles (with topdown)expose thepayanddisplayreceipttotamperingortheft bysimplyremoving the receipt.The use of the vehiclelicense plate number as a referencewhen applying their payment addressesthe shortcomings ofthepayand displaymodelfor these typesofvehicles. April 11.2012 City Commission Memorandum Multi-Space Pay Station RFPNO.46-10/11 Page 6 of 6 •Further eliminatessinglemeterpostsused for motorcycle/scooterparking makingthe sidewalks clear and clutter free. The payby license platepaymentmodel will be introduced andimplementeduponcompletionofthe LPR Handheld/Mobile devices RFPwhichiscurrently underway. CONCLUSION TheAdministration recommends thatthe Mayor andCityCommissionapprovetheattached resolution,which recommends the acceptance ofthe ranking of firms pursuant to Request for Proposals (RFP)No.46-10/11 for the Purchase and Installation ofNewMulti-SpacePayStationsfor the City's On-Street and Off-Street Parking Locations,andauthorizesthe Administration toenterinto negotiations with the top-ranked firm.Digital Payment Technologies Corporation,and should the Administrationnot be abletonegotiatean agreement with the top-ranked firm,authorizing the Administrationtonegotiate with the second-ranked firm,Global Parking SolutionUSA,LLC;and further appropriates future fundsthroughthe Capital Budgeting process;and further authorizes the MayorandCityClerkto execute an agreement uponthecompletionof successful negotiationsbythe Administration T:\AGENDA\2012W-11-12\Multi-Space PayStation Memo.doc O MIAMI BEACH City of Miami Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.QOv COMMISSION MEMORANDUM TO:MayorPhilipLevine and Members tf theCity FROM:Jimmy L Morales City Manager J .. DATE:April 23,2014 mmission SUBJECT:>|EXERCIJREQUESTAPPROVALTO|EXERCISE TERM RENEWAL OPTIONSON CONTRACTS FOR ROUTINE OPERATIONAL REQUIREMENTS ADMINISTRATION RECOMMENDATION Approve the recommendation. BACKGROUND Asis customary,many of the City's agreements resultingfrom competitive solicitations include renewal clauses that allow for the extension of contract terms for a certain number of renewal periods beyond the original contract term,as maybe stipulated in the solicitation or resulting contract.The renewal periods allow the Cityto continue to acquire the necessary goods and sen/ices from reputable contractors at prices established through competitive solicitations.Inits duediligence process for consideration of contract renewal options,the Administration has considered:cost considerations,includingany increases to the CPI-U indexbythe Bureau of Labor Statistics indicating changes in the supply market pricingconditions,contractor performance and risk management considerations (e.g.,insurance and bonds,as applicable). Additionally,the contract renewals are applicable to the contract period only and donot alter other terms and conditions of the contract or the scope of the procurement.Any changes to the scope of the original contract shall be presented under a separate itemindividuallyor require a new procurement process altogether. The purpose ofthisitemisto request authorityto renew the competitivelysolicited contracts for routine operational requirements listed herein as stipulated in each contract's solicitation.The justificationfor renewing each isincludedwith the contract information. Contract Number: RFP-46-10/11 Title: Renewal Period: 8/10/2014 through 8/10/2016 Purchase AndInstallationOfNewMulti-Space Pay Stations ForTheCity's On-street And Off-Street Parking Locations Contractor: Digital Payment Technologies Corp. Brief Scope: The CityofMiami Beach is seeking proposals fromqualified vendors for the purchase and installationofupto 750 new multi-space pay stations forits on-street and off-street parking locations.TheCitycurrentlyhas500+multi-spacepay stations throughout the City andis lookingto replace itsexisting equipment as well expand the installation ofpay stations throughout Middle and North Beach. Beet Interest Justification: The Parking Department has reported satisfactorily performance by the contractor and has recommended renewal.Currently 344 pay stations have been installed and the Parking Department isin the process ofprocuring the balance of the units approved under the award, although the CPI-U has increased approximately1.16%during the contract term,the City will continue to benefit from contract pricing established priorto the CPIU increase.The Parking Department has recommended extension of the contract term. 200 COMMISSION ITEM SUMMARY Condensed Title: REQUEST APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON CONTRACTS ROUTINE OPERATIONAL REQUIREMENTS for] Key Intended Outcome Supported: Strengthen Internal Controls;Maximize Efficient Delivery ofServices Supporting Data (Surveys,Environmental Scan,etc.): tern Summary/Recommendation: Asiscustomary,manyoftheCity's agreements resulting fromcompetitive solicitations include renewal clauses that allow for the extension of contract terms for a certain number of renewal periods beyondthe original contractterm,as maybestipulatedin the solicitation orresulting contract.TherenewalperiodsallowtheCitytocontinuetoacquire the necessary goods and services fromreputablecontractorsatpricesestablishedthroughcompetitivesolicitations.In its due diligence process forconsiderationofcontractrenewaloptions,the Administration has considered:costconsiderations,including any increases tothe CPI-U indexbythe Bureau of Labor Statistics indicating changes in the supplymarketpricingconditions,contractor performanceandriskmanagementconsiderations(e.g.,insuranceandbonds,as applicable). Additionally,the contractrenewals are applicabletothe contract periodonlyanddonotalter other termsandconditionsofthecontractorthe scope oftheprocurement.Any changes to the scope ofthe original contractshallbepresentedundera separate item individually orrequirea new procurement process altogether. The purpose ofthisitemisto request authoritytorenewthecompetitivelysolicited contracts for routineoperationallistedherein,as stipulatedin each contract's solicitation.Thejustificationfor renewing each is included with the contract information. RECOMMENDATION The Administration recommends that the MayorandCityCommission authorize the CityManager to extend the agreements witfi Digital Payment Technologies Corporation and SP PlusMunicipal Services,adivisionof Standard Parking Corporation,as authorized in the respective contracts. Advisory Board Recommendation: Financial Information: Source of Amount Account Funds:1 See below.See below. 2 3 OBPI Total Financial Impact Summary:Various budget codes are contained in the referenced contract expenditures.All expenditures are contingent upon approved budgeted funds being available. City Clerk's Office Legislative Tracking: Sign-Offs: tSTfit Director ity Manager T:\AGENDA\2014\April\APRIL 23-PROCUREMENT\April Contract Renewal Summary.doc MIAMI BEACH 199 Manager JLM agenda item •*q.. oateIMHF Contract Number. RFP-17-1Q/11 Title: City of MiamiBeach -Commission Memorandum Contract Renewals for Routine Operational Requirements Renewal Period: August 16,2014 through August 16,2015 For Parking Attendants For The City's Parking Garages Contractor: SP Plus Municipal Services,a division of Standard Parking Corporation Brief Scope: Qualifiedparking companies/operators to supply trainedparking attendants for the City of Miami Beach Parking System. Best Interest Justification: The Parking Department has reportedsatisfactorily performance by the contractor and has recommended renewal,SP-PLUS is knowledgeable in this type of contract,overall has performed agoodjobproviding services to the city,.although the CPI-U has increased approximately 2.87%during the contractterm,theCitywill continue to benefit from contract pricing established prior to the CPIU increase.The Parking Department has recommended extension of the contract term CONCLUSION The Administration recommends that the MayorandCity Commission authorize the City Managerto extend the agreements with Digital Payment Technologies CorporationandSPPlus Municipal Services,adivisionofStandardParkingCorporation,as authorized in the respective contracts. JLM/MT/AD T:\AGENDA\2014\Aprtl\APRIL 23 -PROCUREMENTttpril Contract Renewal Memo-Reviseddocx 201 0 MIAMI BEACH City of MiamiBeach,1700 Convention Center Drive,Mfaml Beach,Florida 33139,www.mlamlbeachfl.gov Jimmy L Morales,City Manager Tel:305473-7010,Fax:305-673-7782 Submitted via E-mail to:david.hovt®.diaitaioavtech.com July 3,2014 J.DavidHoyt Digital Payment TechnologiesCorp. 330-4260 Still Creetk Drive Burnbay,BCV5C6C Subject:RENEWAL OF AGREEMENT PURSUANT TO REQUEST FOR PROPOSALS NO.RFP-46-10/11 PURCHASE AND INSTALLATION OF NEW MULTI- SPACE PAY STATION FOR THE CITY'S ON-STREET AND OFF-STREET PARKING LOCATIONS Dear Mr.Hoyt: Thislettershallserveas notification thatthe City has approved atwo(2)year extension of theagreement with Digital Payment Technologies Corp.,forthepurchaseand installation of newmulti-spacepaystationfortheCity'son-streetandoff-streetparkinglocationsRFP. TheAgreementshallnowbe effective throughAugust 10,2016. Shouldyouhaveanyquestionsorneed additional information please contactKenneth Patterson at 305-673-7490;fax:786-394-4010;ore-mail:kpatter8on@miamibeachfl.aov. We are committed toproviding excellent public service and safety to all who live,work,and play In our vibrant,tropical,historic community. COMMISSION ITEM SUMMARY Condensed Title: REQUEST APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON CONTRACTS FOR ROUTINE OPERATIONAL REQUIREMENTS fay Intended Outcome Supported: Strengthen InternalControls;Maximize Efficient Delivery of Services Supporting Data (Surveys,Environmental Scan,etc.): Item Summary/Recommendation: Asiscustomary,manyoftheCity's agreements resultingfrom competitive solicitationsinclude renewal clauses that allow for the extension of contract terms for a certain number of renewal periodsbeyondthe original contract term,as maybestipulatedin the solicitationorresulting contract The renewal periods allow the Cityto continue to acquire the necessary goods and services fromreputablecontractorsatpricesestablishedthroughcompetitive solicitations.Inits due diligence process forconsiderationofcontractrenewaloptions,the Administration has considered:costconsiderations,including any increases tothe CPI-U indexbytheBureauof Labor Statistics indicating changes in the supply market pricing conditions,contractor performance and risk management considerations (e.g.,insurance and bonds,as applicable). Additionally,the contract renewals are applicable to the contract periodonly and donot alter other terms and conditions of the contract or the scope of the procurement Any changes to the scope ofthe original contract shallbe presented undera separate item individually orrequirea new procurement process altogether. The purpose ofthisitemisto request authoritytorenew the competitivelysolicited contracts for routineoperationallistedherein,as stipulatedineachcontract's solicitation.The justification for renewing each is included with the contract information. RECOMMENDATION The Administration recommends thattheMayorandCityCommissionauthorizethe City Manager to extend the agreements with digital Payment technologies Corporaiibri Snd SP Plus Municipal Services,a division of Standard ParkingCorporation,as authorizedin the respective contracts. Advisory Board Recommendation: Financial Information; Source of Funds; Amount Account 1 See below.See below. 2 3 OBPI Total Financial Impact Summary:Various budget codes are contained in the referenced contract expenditures.All expenditures are contingent upon approved budgeted funds being available. City Clerk's Office Legislative Tracking: Sign-Offs: iff*nt Director nfcCity Manager Manager JLM T:\AGENDA\2014\Aprll\APRIL 23 -PROCUREMENT\April Contract Renewal Summary.doc MIAMIBEACH AGENDA ITEM.cab 199 hatp t/43-fY 1GQ8/2015 Florida Department of State Division of Corp orations Detail by Entity Name Foreign Profit Corporation T2 SYSTEMS CANADA INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date DetailbyEntity Name F06000005639 98-0603996 08/28/2006 XX ACTIVE NAME CHANGE AMENDMENT 04/16/2015 NONE Principal Address 4321 STILL CREEK DRIVE 330 BURNABY,BC V5C 6S7 CA Changed:04/02/2015 Mailing Address 4321 STILL CREEK DRIVE 330 BURNABY,BC V5C 6S7 CA Changed:04/02/2015 Registered Agent Name &Address SHAPIRO,BLASI WASSERMAN &GORA,PA 7777 GLADES RD.,SUITE 400 BOCA RATON,FL 33434 Officer/Director Detail Name &Address Title GENERAL MANAGER CHRIS,CHETTLE 330-4321 STILL CREEK DRIVE BURNABY V5C6S7CA Title GENERAL COUNSEL hBp://search.sijnta'rargrtnquiry/Cor|»raH 1/2 10080015 POLLAK,NIAMH 330-4321 STILL CREEK DRIVE BURNABY V5C 6S7 CA Annual Reports Report Year 2013 2014 2015 Document Images Filed Date 01/24/2013 01/08/2014 04/02/2015 Detailby Enfity Name 04/1672015 -Name Change 04/02/2015 -ANNUAL REPORT 01/08/2014 -ANNUAL REPORT 01/24/2013 -ANNUAL REPORT 02/08/2012 -ANNUAL REPORT 01/04/2011 -ANNUAL REPORT View image inPDFformat View image inPDF format View image inPDFformat View image in PDFformat View imageinPDFformat View image inPDFformat View image inPDFformat View image inPDFformat View image inPDF format View image inPDFformat View image inPDFformat 04/30/2010 -ANNUAL REPORT 03/23/2009 -ANNUAL REPORT 03/03/2008 -ANNUAL REPORT 07/05/2007 -ANNUAL REPORT 08/2.8/2Q06-Foreign Profit IttptftearctounttzArgfl^2£ IPN.rr^r.^^9 (Requestor's Name) (Address) (Address)' (Cfty/State/ZipfPhonetf) •PICK-UP Q WAIT •MAIL (Business EntityName) (Document Number) Certified Copies.Certificates of Status SpecialInstructionsbo Ring Officer. Office Use Only 900271804149 04/17/15—-01023—014 **35.G0 SO T~ CD -r.*. en £ 6 ^/' March 10,2015 FLORIDA DEPARTMENT OF STATE Division of Corporations NIAMH POLLAK/T2 SYSTEMS CANADA INC. 330-4260 STILL CREEK DR BURNABY,BCV5C6C6,XXXX SUBJECT:DIGITAL PAYMENT TECHNOLOGIES CORP. Ref.Number F06000005639 We have received your document for DIGITAL PAYMENT TECHNOLOGIES CORP.and check(s)totaling $35.00.However,your check(s)and document are beingreturnedfor the following: Officepolicy prevents this office from processing the enclosed check(s).AH checks processed by thisoffice must be payableinU.S.dollars and drawnona bank located in the United States. Acertificateof existence oracertificateofgoodstanding,dated nomorethan90 dayspriortothe delivery of the applicationto the Department of State,duly authenticated by the secretary of state orother official having custody of the records in the jurisdiction under the lawsofwhichitis incorporated/organized, must be submitted to this office.A translation of the certificate under oath of the translator must be attached toacertificatewhichisina language other than the English language.A photocopy of this certificateisnot acceptable. ifyou have any questions concerning the filing ofyour document,please call (850)245-6050. Carolyn Lewis Regulatory Specialist II Letter Number:015A00004871 www.sunbiz.org Division of Corporations -P.O.BOX 6327 -Tallahassee,Florida 32314 COVER LETTER TO:Amendment Section Division ofCorporations cito wc^n $*&TEN&CANADA INC.(Formally VDIGITAL fWTEMENT TECHNOLOGIES CORP.) SUBJECT!2 Name of Corporation "^~"""^~~"" DOCUMENT NUMBER:F06000005639 Theenclosed Amendment and fee are submitted for filing. Please return all correspondence concerning this matter tothe folbwing: NIAMH POLLAK Name of Contact Person T2 SYSTEMS CANADA INC. Firm/Company 330-4260 STILL CREEK DR. Address BURNABY,BC,V5C 6C6 City/State and Zip Code np@gsystems.com E-mailaddress:(to beusedforfutureannualreportnotification) For further information concerning this matter,please call: NIAMH POLLAK „,604 ,6308206 Name ofContact Person AreaCode&Daytime Telephone Number Enclosedisacheckforthefollowingamount: $35.00 Filing Fee f-k S43.75 Filing Fee &[""h $43.75 Filing Fee &|~|$52.50 Filing Fee, l_J Certificate ofStatus l_J Certified Copy l_|Certificate ofStatus & (Additional copyis Certified Copy a enclosed)(Additional copy is Street Address: Amendment Section ions Division ofCorporations CliftonBuilding 32314 2661 Executive Center Circle Tallahassee,PL32301 PROFIT CORPORATION APPUCATION BY FOREIGN PROFIT CORPORATION TO FILE AMENDMENT TO APPUCATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA (Pursuant to s.607.1504,F.S.)Q SECTION I (1-3 MUST BECOMPLETED) F06000005639 (Document number ofcorporation (If known) LDIGITAL PAYMENT TECHNOLOGIES CORP.«* (Name ofcorporation as it appears onthe records ofthe Department ofState) 2.CANADA 328-AUG-2006 (Incorporated under laws of)([^auttarfted todobusiness in F(orS3ij 3»cut 3BP».J-r*. -o :cr. »or1- -^V.- <T* *•**::-j^^-n- "3C c?v>r SECTION II (4-7 COMPLETE ONLYTHEAPPLICABLE CHANGES) f 4.Ifthe amendment changes thename ofthe corporation,whenwasthechangeeffectedunderthelaws of I its Jurisdiction of incorporation?01 JAN 201S ~ 5 T2 SYSTEMS CANADA INC, (Name ©(corporation after the amendment,adding suffix "corporation,""company,"or "incorporated,"or appropriate abbreviation,ifnotcontainedinnewname ofthe corporation) N/A „___ (If newnameisunavailablein Florida,enter alternate corporate nameadoptedforthepurpose oftransacting businessin Florida) 6.If theamendmentchangestheperiod ofduration,indicate new period of duration. N/A (Newaurauonj 7.Iftheamendmentchangesthejurisdiction ofincorporation,indicate newjurisdiction. N/A (New jurisdiction) *8.Attached isa certificate ordocument ofsimilar import,evidencing theamendment,authenticated notmorethan .90 days prior to delivery ofthe application tothe Department ofState,bythe S^cretpry ofStateorotter official *having custody ofcorporate records in the jurisdiction under the laws ofwhich it is incorporated. *M^M~(^5mofadSec^f7^^ofa receiver orother court appointed fiduciary,bythat fiduciary)r^./-* sd name ofperson signing)(TiUcSa*fftoon signing)a %i(Typed orprinted name of person signing) i+i Industry Industrie Canada Canada Business LolcanocBenneaur Conjurations Act tea soctttea oar actions I HEREBY CERTIFY THAT THE ATTACHED «A TRUE COPY OF THE DOCUMENT MAINTAINED IN THE RECORDS OF THE DIRECTOR. C%««r Dtocter-DtoetMir Canada JE CERTIRE.PARLES PRESENTER QUE LE DOCUMENT CWCMNT EST UNE COPE EXACTE D'UN DOCUMENT CONTENU DANS LES UVRES TENUS PAR LE D1RECTEUR. 1^1 irtutty tooVstrle Canada Canada Certificate of Amendment Canada Business Corporations Act Certificat de modification Lot canadtennQSurtossocMtto per actions T2 Systems Canada Inc. Corporatename/Dcnamination socialc 774836-1 Corporation number /Nunierode societe I HEREBY CERTIFY (hat the articles ofthe above-named corporation arcamendedunder section 178 ofthe Canada Business CorporationsAct assetoutintheattached articles ofamendment. JE CERTIFIE que les statute dela soctctc susmentionncc sont modifies aux termes de Particle 178 de la Lot canadienne sttr hs socieiespar actions,tel qu'ilest indique dans les clauses modtficatriccsct-jointcs. Virginie Ethler Director/Directeur 2015-01-01 Dale ofAmendment (YYYY-MM-DD) Datede modlfieatmi (AAAA-MM-JJ) Canada 1*1 -fiSS SSS?f0""4 Formulaire4 Articles of Amendment Clauses modfficatrices Canada Business Corporations Act Loicana&ennesurtessoclHespar (CBCA)($.27or 177)actions (LCSA)(art.Z7ou177) I t |Corporate name Denomination soriatc Digital Payment TechnologiesCorp. |2 \Corporation number Numerodclasoc&ut 774S36-4 [3J The articles arc amended as follows Les rftattns soitt modifies dc la facon iuivantc The corporation changes its name 10: La denominatton socialc csi roodlfice pour: T2 Systems Canada Inc. [4 Declaration:Icertify dial I am adirector or an officer of the corporation. Declaration:J'aiicsicquejc suis nn adniinisiratcur uti untfirigeonl dcla ,socicic.| I Original signed by/Original signd par James Zatoudek James Zatoudek 317-524-5511 OloTttrCBCiM ra^Q^to»didiatMfc<«rttttt>meafticdc«oinfituii^ n»b^^snBMt«aarta)K^capmc»<panfn^ie2S0ll}«kteLCSAI Vaotte|^»ta»ort«nBtwnfcqBiitdtiyft<rBrA Nafcl^teAttetBCAaia!^ftn«»>.ntt4wlM»bfum«lio«tot«^ KHwmwipmdw»b»aate tom.'4*ft.j IC3069(2008/D6)Canada I ^LWI Industry Industrie •••Canada Canada 2014-12-23 GOWLING HFLEUR HENDERSON LLP MARICHELLE DEFENSOR-JILOCA BENTALL 5,550 BURRARD ST. SUITE 2300 VANCOUVER BC V6C2B5 Canada Please find enclosed corrected documents issued underthe CanadaBusiness Corporations Act (CBCA) for Digital Payment Technologies Corp.Please ensurethatthesedocumentsarekeptwiththe corporate records. Notice of thiscorrectionwillbelistedinCorporations Canada'sonlineMonthlyTransactionsreport.Please ensurethattheincorrectdocumentsarenolongerused bythecorporationandthatthis correction isbrought totheattention of anyonewhomayhavepreviously received copies ofthese documents. If yourequireadditionalinformation,pleasecontact Corporations Canada. Corporations Canada Corporations Canada 9thFloor,Jean Edmonds TowersSouth9e etage,TourJean-Edmonds sud 365 Laurier Avenue West 365 avenue Laurier ouest Ottawa,Ontario K1A OCS Ottawa(Ontario)KlA 0C8 Corporation Number: Num6ro de societe: RequestReceived: Datedereceptiondela demande : RequestID: Numero de la demande : Your Reference: Votre reference: 774836-1 2014-12-17 7461823 Vous trouverez ci-joint les documents rectifies emis envertudela Loi canadierme sur les societespar actions (LCSA)relativement a Digital Payment Technologies Corp.Veuillez vousassurerdeles conserver avec les livres de la societe. L'emissiondes documents rectifies sera Sgalement rapporteedansnotreprochain rapport mensuel de transactions.Veuillez vous assurer queles documents erronesnesontplusutilisesparla soci&e*etquela rectificationaeteporteeaTattentiondetoutepersonne ayant precedemment pu recevoir unecopiedeces documents. Sivousavez besoin deplus d'information,veuillez communiquer avec Corporations Canada. Canada Telephone/Telephone 1-866-333-5556 Email /Courriel gtc.gc.ca Website /Site Web www.corporationscanada.ic.gc.ca 1/1