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2) THE CITY OF NASHUA Heenee

Financial Services

Purchasing Department

May 10, 2018
Memo #18-139

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CALE AMERICA PAY STATION CONTRACT (VALUE: $53,980)
DEPARTMENT: 166 PARKING OPERATIONS; FUND: GENERAL

Please see attached communication from Tim Cummings, Director of Economic Development dated April
29, 2018 for the information related to this purchase.

Pursuant to NRO § 5-84. Special purchase procedures. A. The competitive bidding process shall not
apply to the following special purchases: (7) Purchases under extensions of contracts when no price
increase exceeds 10%.

The Director of Economic Development and the Purchasing Department recommend approval of this
contract in an amount of $53,980 from CALE America, Inc. of Clearwater, FL.

Respectfully

Y Dan Kooken
Purchasing Manager

Cc: T Cummings J Graziano

229 Main Street « Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 e Fax (603) 589-3233

THE CITY OF NASHUA “The Gate City”

Economie Development Division — Parking Department

Office of the Mayor
TO: Mayor Jim Donchess, City of Nashua
FROM: Tim Cummings, Economic Development Director
DATE: April 29, 2018
RE: CALE America, Inc. 3 Year Contract: Pay Station Data and PartSmart Charges

Request

The Parking Department is requesting approval to contract with CALE America, Inc. for a term of three
years for the services of Pay Station Data Charges and PartSmart Program. The term of this contract
began on February 15, 2018. This is in hold over contract status and needs to be reauthorized.

The attached contract also includes a provision for two additional one-year extensions should the City
decide to continue the relationship beyond the first three years. The Data Charges comprise of the
communications and Web Office, and the PartSmart Program covers replacement parts for the pay
stations. This is a sole source vendor for the Pay Stations. This contract also maintains original contract
pricing should the City decide to purchase additional pay stations in the future.

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Background

In 2012, the City entered into a 3 year contract with CALE America, Inc. for the purchase of twenty pay
stations. The initial purchase consisted of the 16 pay and display pay stations on Main Street and four
pay by space pay station in the Elm Street and High Street parking garages. The contract also covered
access to the CALE Web Office, the annual data charges, and PartSmart coverage.

The CALE America, Inc. pay station system here in Nashua has proven to be user-friendly and easier for
the City to maintain over the past five years. Additionally, the rugged housings, internal components, and
solar charged batteries have stood up against all types of weather conditions and the down time with these
machines has deen limited allowing for a better customer experience and more efficient

operation. Furthermore, the pay station system has provided the City with real-time data and reporting,
immediate notification of system alarms, and more accurate revenue data for auditing purposes.

Thank You.

229 Main Street, Suite 234 e Nashua, New Hampshire G3060 » Phone (603) 589-3106

CALE AMERICA INC. GENERAL TERMS AND CONDITIONS

All orders (“Orders”) are subject in all respects to these General Terms & Conditions. Additional Special
Terms & Conditions will apply to certain Orders and are set forth herein following the General Terms &
Conditions. Both the General Terms & Conditions and the Specific Terms & Conditions, as applicable,
shall be deemed incorporated into and an integrated part of the Order. Cale America Inc. (“Cale”) and
Customer agree to be bound by the General Terms & Conditions and the Specific Terms & Conditions, as
applicable.

1. CONTRACT. Unless for a trial period (such transaction a “Trial”}, executing and tendering an Order to
Cale, Customer is entering into a contract to lease (such transaction, a “Lease”), rent (such transaction, a
“Rental”) or purchase (such transaction, a “Purchase”), and Cale is committing to lease, rent, or sell, as
the case may be, the products described on the Order (the “Products”) in accordance with these General
Terms & Conditions, the Specific Terms & Conditions, if any, and the terms set forth on the face of the
Order. Cale shall maintain ownership of any Products rented, leased or on Trial hereunder throughout
the term. Customer has the option to add features, functionality and related services as they become
available at prices agreed upon by Cale and Customer.

2. PAYMENT TERMS. Unless a Trial, Cale shall invoice Customer on a monthly basis, and such invoices
shall be due and owing in full thirty (30} days from the date of invoice.

3. SALES TAX. Customer shall pay all sales, use, value-added and other similar taxes, however
designated, which are levied or imposed by any state, county or other jurisdiction upon the Products
including any pre-installed operating software (the “Programs”}, or upon the services or payments under
the Order (unless Customer can establish to the reasonable satisfaction of Cale that it is exempt from
any such taxes). Customer’s obligation to pay any tax as provided herein applies to any tax Cale is
required to collect under any existing or future law and shall be paid to Cale promptly on demand if not
collected by Cale with Custamer’s initial Order.

4. TERM. The term (“Term”) shall be for that specific time period or duration as set forth in the Specific
Terms & Conditions or in the Order.

5. CANCELLATION. The The Customer can cancel this Agreement at any time and pay Cale a prorated
amount for all services performed up to that date.

6. INSURANCE. Each of Cale and Customer shall maintain a policy of comprehensive general liability
insurance with a limit of not less than $1,000,000 for each occurrence and a general aggregate limit of
not less than $2,000,000, as well as all other insurance coverages required by applicable law.

7. INDEMNIFICATION, Each of Cale and Customer shall defend and indemnify the other and the other’s
officers, directors, employees and agents, and their respective successors and assigns, from, against and
in respect of, any liability, loss, cost, damage, expense or payment, including reasonable attorneys’ fees
and expenses, incurred or suffered by such indemnified person with respect to any and all claims,
controversies, legal actions and proceedings brought by or on behalf of any third party arising out of or
in any way related to the indemnifying party's gross negligence, willful misconduct, breach of applicable
laws or breach of the Order.

8. FORCE MAJEURE. Neither party shall be liable to the other for any delay or failure to perform its
obligations under the Order to the extent such delay or failure is caused by any event beyond the
reasonable control of such party. Notwithstanding the foregoing, in no event shall the provisions of this
Section 9 apply to any of Customer's payment obligations under the Order.

9. TERMINATION. Cale shall have the right to terminate this Order if the Customer breaches or defaults
on one or more of its obligations contained herein.The City will have 60-days to cure breach of
default. in such cases, Customer agrees to give Cale full access to its Products.

10, COOPERATIVE PURCHASES (“PIGGYBACKING”). It is the express intention of Cale to allow
cooperative purchasing or “piggybacking” off of all of its contracts provided that the governmental
entities seeking to take advantage of cooperative purchasing have complied with all applicable local,
state and federal laws, rules, and regulations.

11. MISCELLANEOUS. Absent a previously signed and unexpired contract between Customer and Cale
with respect to the Lease, Rental or Purchase of the same Products covered by the Order, the Order
contains the final agreement of Cale and Customer with respect to the matters covered therein. If the
parties agree to utilize Customer’s standard terms and conditions, the terms of the Order shall continue
to control absent a directly contradictory provision in Customer's terms and conditions. Other terms: (i)
any additional terms and conditions contained on the face of the Order shall supersede any contrary or
inconsistent terms or conditions contained in these General Terms & Conditions and Specific Terms &
Conditions, if applicable; (ii} no modification of the terms of the Order shall be valid without written
authorization of Cale; (ili) no prior course of dealing between the parties hereto nor usage of the trade
shall be relevant to supplement or explain any term used in the Order; and (iv) should any of the
provisions of the Order be declared by a court of competent jurisdiction to be invalid, such decision shall
not affect the validity of any remaining provisions.

12. GOVERNING LAW; VENUE. The Order shall be construed and enforced in accordance with the

internal laws of the State of New Hampshire. Except to the extent the laws of another state apply with
respect to the enforcement of a security interest under the Order, any party to the Order bringing a

legal action or proceeding against any other party arising out of or relating to the Order or the
transactions contemplated hereby shall bring the legal action or proceeding in either the

Hillsborough County {New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court— Nashua

(the “Designated Courts”). Each party consents to the exclusive jurisdiction of the Designated Courts for
the purpose of all legal actions and proceedings arising out of or relating to the Order or the
transactions contemplated hereby. Each party agrees that the exclusive choice of forum set forth in this
Section does not prohibit the enforcement of any judgment obtained in the Designated Courts or any
other appropriate forum.

Check Here If Order Is For Meters And Parts

1, PRODUCT WARRANTIES. During the General Warranty Period (as defined below}, Cale
Shall replace, at no additional cost to Customer, except as otherwise provided under the Order, any

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part, accessory or modular component of any Products purchased directly from Cale and
determined to be defective in material or workmanship under norma! use and service (the “General
Warranty”). Customer shall cooperate with Cale in any effort to pursue a claim with the
manufacturer of a defective part, The “General Warranty Period” for (i) each pay station shail
extend for (a) twelve (12) months following the date of installation of the pay station or (b) thirteen
{13) months following the date of delivery of the pay station to Customer, whichever date occurs
first; and (ii) each part or accessory purchased hereunder for one hundred eighty (180) days
following its delivery to Customer. To the extent that any Products contain Programs, Cale warrants
that the Programs will conform to Cale’s specifications in effect on the date of delivery to Customer.
Cale shall make reasonable efforts to maintain the Programs and provide error corrections as
necessary so that the Programs conform to Cale’s specifications, but Cale shall not be required to
provide new features or new versions of the Programs. In no event shall Cale have any responsibility
to correct any database errors or any errors or damage caused by or arising out of hardware defects
or input errors or resulting from changes to or modifications of the Programs made by the Customer
or any other user. Customer shall be responsible for the operation and maintenance of the Products
purchased hereunder and shall promptly notify Cale of any Program bugs, defects or other
malfunctions, not easily correctable by Customer, that affect the transmission of data to or from the
Products or that otherwise inhibit a key function of the Products. EXCEPT AS EXPRESSLY SET FORTH
IN THIS SECTION 1, CALE MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE OF THE PRODUCTS OR THE PROGRAMS.

2. WARRANTY LIMITATIONS. THE GENERAL WARRANTY FOR (i) THE PRINTER COMPONENT OF ANY
PAY STATION SHALL BE IMMEDIATELY VOIDED IF CUTOMER USES RECEIPT PAPER THAT DOES NOT MEET
SPECIFICATIONS PROVIDED BY CALE, AND (ii} THE PAY STATION BATTERY SHALL BE ONE (1) YEAR FROM
INSTALLATION OF THE PAY STATION. CALE SHALL NOT PROVIDE WARRANTY COVERAGE FOR DAMAGE
TO ANY PRODUCT DUE TO ACCIDENT, NEGLECT, MISUSE, ABUSE OR NATURAL DISASTERS. THE GENERAL
WARRANTY DOES NOT INCLUDE LABOR OR REPAIR COSTS. THE GENERAL WARRANTY SHALL BE VOIDED
BY (i) USE OF NON-CALE REPLACEMENT PARTS; (ii) UNAUTHORIZED ADDITIONS TO THE PRODUCTS; {iii}
UNAUTHORIZED ALTERATIONS TO THE PRODUCTS; (iv) SERVICE TO THE PAY STATIONS PERFORMED BY
PERSONNEL WHO ARE NOT CERTIFIED BY CALE TO PERFORM SUCH SERVICE; OR (v) FAILURE TO
MAINTAIN THE PRODUCTS IN ACCORDANCE WITH THE MAINTENANCE REQUIREMENTS.

3. PAY STATION INSTALLATION AND DELIVERY. Cale shall deliver any pay stations set forth.on the
Order to the location specified by Customer, and shall install the pay stations on prepared ground,
Customer is solely responsible for selecting the site of pay station installation, and shall ensure that the
site(s) of installation comply with ali applicable laws and third party rights. Customer shall pay for Caie’s
actual cost to deliver the pay stations to the Customer. Cale shall not be responsible for any ground
preparation, unless the Customer otherwise contracts for this service with Cale: Cale shall render an
additional charge if it is required to prepare the ground at any of the locations where pay stations are to
be installed. Cale is not responsible or liable for any delay in delivery or non-delivery, in whole or in part,
due to manufacturer shortages or any other cause beyond Cale’s control.

4, PROGRAM LICENSE. Cale hereby grants to Customer a non-transferable license to use the
Programs, whether proprietary to Cale or a third party, solely to the extent necessary to operate,
maintain or repair the pay stations. Cale shall remain the sole owner of all rights with respect to the
Programs. Customer agrees (i) not to reverse engineer copy or distribute the Programs, {ii) not to
remove any copyright, trade secret or other proprietary protection legends or notices from the

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Programs, (ili) to notify Cale promptly of any unauthorized possession, use or knowledge of the
Programs of which Customer is aware, and {iv) that any and all trademarks, trade names, copyrights and
other intellectual property rights embedded or used in connection with the Products or the Programs
are and shall remain the sole property of Cale. The provisions of this Section 4 shall inure to the benefit
of any third party owner of the Programs.

5. WIRELESS DATA DISCLOSURE TO END USERS. CUSTOMER DOES NOT, BY VIRTUE OF ENTERING
INTO THIS CONTRACT OR ENGAGING CALE TO PROVIDE PRODUCTS, PARTS OR RELATED SERVICES, HAVE
ANY CONTRACTUAL RELATIONSHIP WITH CALE’S WIRELESS SERVICE CARRIER(S), AND CUSTOMER {5 NOT
A THIRD PARTY BENEFICIARY OF ANY CONTRACT BETWEEN CALE AND ITS CARRIER(S). CUSTOMER
UNDERSTANDS AND AGREES THAT CALE’S CARRIERS HAVE NO LIABILITY OF ANY KIND TO CUSTOMER,
WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE ARISING OUT OF THIS CONTRACT. CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER
ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. CUSTOMER
UNDERSTANDS THAT CALE AND ITS CARRIERS CANNOT GUARANTEE THE SECURITY OF WIRELESS
TRANSMISSIONS, AND CARRIERS WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE
OF THE CALE WEBBOFFICE (“CWO”) SERVICE. CUSTOMER MAY NOT RESELL THE WIRELESS SERVICE TO
ANY OTHER PARTY.

6. RIGHT OF FIRST REFUSAL. If Customer seeks to sell or otherwise dispose of any pay stations {or
other Cale parking meters) in its possession, it shall promptly notify Cale. Cale shall have the right and
option to purchase any such pay stations from Customer (i) upon the same price and terms as a
bonafide third party buyer was willing to pay for the same (as documented in a writing from such
proposed purchaser) or (ii) if Customer was planning to dispose of the pay stations in any other manner,
for an amount of money closely approximating the benefit that the Customer would have received by
disposing of the pay stations through some means other than a third-party sale. The provisions of this
Section 6 shall survive the consummation of the Order.

Check Here If Order Is For Ongoing Services __

1. SOFTWARE LICENSE. In exchange for the fee(s)} set forth on the face of the Order, Cale hereby
grants to Customer a nontransferable, nonassignable, nonexclusive license, within the United States of
America and any other country where Cale provides Ongoing Services, to use the computer software
and related materials associated with online, web-based software including the Cale WebOffice (CWO)
or any optional modules of CWO and WayToPark mobile payment apps and web-based software
(together referred to herein as the “Software”) solely for Customer's internal business purposes. Cale
(or Cale Systems, Inc. or other third party, as applicable) shalf remain the sole owner of alf rights with
respect to the Software and all associated Programs, and Customer may not sell, rent, lease, lend,
sublicense, or otherwise dispose of its interest in use of the Software to any third party. Customer
agrees (i) not to reverse engineer, copy, “hack,” or gain unauthorized access to the Software and
portions thereof to which Customer has not been granted access {including information of other
customers), (ii) not to remove any copyright, trade secret or other proprietary protection legends or
notices from the Software, (iii) to notify Cale promptly of any unauthorized possession, use or
knowledge of the Software of which the Customer is aware, and (iv) to grant access to the Software only
to those of its employees, agents and contractors who need to use the same in connection with the
work they provide on Customer's behalf. The provisions of this Section 1 shall inure to the benefit of any
third party owner of the Software. The price of the Ongoing Services shal! remain set for three years
following the date of this Order; thereafter, Cale may increase the rate for the Ongoing Services not

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more than once annually with reasonable notice to Customer. Notwithstanding the foregoing, any
increase in the third-party wireless carrier fees associated with the Ongoing Services will be passed
through to Customer.

2. LIMITED SOFTWARE WARRANTIES. Cale warrants that the Software will conform to Cale’s
specifications in effect on the date of the Order (the “Limited Warranty”). Cale shall make reasonable
efforts to maintain the Software and provide error corrections as necessary so that the Software
continues to conform to Cale’s specifications, but Cale shall not be required to provide new features or
new versions of the Software. Cale may, in its discretion, modify, update or upgrade the Software in a
manner that causes it not to conform to the specifications in effect as of the date of the Order or that
requires Customer to obtain new or additional hardware or other equipment to enable Customer to
access the Software. In no event shall Cale have any responsibility to correct any database errors or any
errors or damage caused by or arising out of hardware defects or input errors made by Customer. or any
other user, Customer shall promptly notify Cale of any bugs, defects or other malfunctions, not easily
cotrectable by Customer, that affect the transmission of data to or from the Software or that otherwise
inhibits a key function of the Software.

3. WARRANTY LIMITATIONS. EXCEPT FOR THE LIMITED WARRANTY, THE SOFTWARE AND
ONGOING SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF
ANY KIND, AND USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY, CALE DISCLAIMS ALL
EXPRESS, AND IMPLIED WARRANTIES AND CONDITIONS, WHETHER BY STATUTE, COMMON LAW,
CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE,
RELATING TO THE SOFTWARE OR ANY OTHER ONGOING SERVICES PROVIDED HEREUNDER,
INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, LACK OF VIRUSES, AND NON-INFRINGEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALE MAKES NO REPRESENTATION,
WARRANTY, OR GUARANTY RELATING TO THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS,
QUALITY, ACCURACY, OR COMPLETENESS OF THE ONGOING SERVICES, ANY DATA, INFORMATION,
RECORD, OR RESULTS OBTAINED THROUGH OR RESULTING FROM THE USE OF THE ONGOING
SERVICES OR THE ACCURACY OF THE INFORMATIONAL CONTENT, FOR ANY PURPOSE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, CALE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE
ONGOING SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT THE
ONGOING SERVICES WILL BE ERROR-FREE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR
THAT THE DATA, INFORMATION, RECORDS, OR OTHER RESULTS OBTAINED FROM THE USE OF THE
ONGOING SERVICES WILL BE ACCURATE OR RELIABLE FOR ANY PURPOSE OR WILL INTEGRATE WITH
ANY OF CUSTOMER’S SYSTEMS.

4. DATA AND DATA TRANSMISSION. Customer is solely responsible for the data and content
provided to Cale in Cale’s performance of the Ongoing Services. Cale shall have no responsibility or
liability for analysis, data, recommendations, or other Services provided to Customer based upon
incorrect or Incomplete data provided to Cale by Customer. With respect to the Software, Customer is
responsible for {i) ensuring that the applicable pay stations are sending and receiving data with the
applicable components of the Software, (if) reporting promptly to Cale any discrepancies or errors
resulting from the data collected, processed or provided by Cale or its affiliates as well as any issues
related to Customer's notification systems, and (iii} verifying with its credit card processor the money
being deposited in its bank account from the applicable pay stations reporting any discrepancies to Cale
immediately. CUSTOMER DOES NOT, BY VIRTUE OF ENTERING INTO THIS CONTRACT OR ENGAGING

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CALE TO PROVIDE ONGOING SERVICES, HAVE ANY CONTRACTUAL RELATIONSHIP WITH CALE’S WIRELESS
SERVICE CARRIER(S), AND CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT
BETWEEN CALE AND ITS CARRIER(S). CUSTOMER UNDERSTANDS AND AGREES THAT THE CALE’S
CARRIER(S) HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT,
WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE ARISING OUT OF THIS CONTRACT.
CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY
SUCH NUMBER CAN BE CHANGED. CUSTOMER UNDERSTANDS THAT CALE AND ITS CARRIER(S) CANNOT
GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF
SECURITY RELATING TO THE USE OF THE ONGOING SERVICES. THE CUSTOMER MAY NOT RESELL THE
WIRELESS SERVICE TO ANY OTHER PARTY.

5. COMMUNICATIONS. Customer is responsible for obtaining and maintaining all internet or other
communications access, computer hardware and other equipment or electronic media, and web
browsing software needed for the its access to and use of the Software and other Ongoing Services.

6. COMPLEMENTARY END-USER CONTROLS. Cale has certain complementary user-entity controls
that are required to be established and followed by the customers in order to achieve certain control
objectives. These user-entity controls may vary dependent upon the service and specific customer
needs. All end users of Cale Ongoing Services are subject to Cale’s Privacy Policy, End User License
Agreements (EULAs} and Terms of Service for end users. These user-entity controls will be documented
in each client’s contract and may include but are not limited to:

a. Customer shall assign, maintain, and regularly monitor their authorized users.
b. Customers are responsible for establishing and maintaining their own passwords.
Cc. Customers need to establish at least one authorized support contact responsible for

dealing with service issues.

d, Customer acknowledges that transmission of data over the internet involves unique
transmission risks that cannot be fully secured against unauthorized access.
e. Customers are responsible for ensuring individuals are informed of their choices

regarding information collection and use, disclosure, and consent details as required, as outlined
in Cale’s Privacy Policy and Terms of Service.

7. TERM and CANCELLATION. The Term shall be set forth on the first page of the Order.

Check Here If Order is For Parts Exchange Program —__

1. Parts Exchange. The Parts Exchange Program (the “PEP”) involves Cale’s provision of certain
replacement parts for the Covered Meters and parts exchange services with respect to the same.

2. Program Enrollment. Customer shall enroll all of its Cale parking meters in the PEP {the
“Covered Meters”). In the event that Customer has Cale parking meters that are still under original
warranty, such meters shall be enrolled in the PEP and become Covered Meters upon the expiration of
the original warranty without further action by the Customer.

3. Term. Meter enraliment in the PEP shall remain in effect for a minimum of one (1) year from the
Effective Date (“Initial Terr”). Following the Initial Term, all Covered Meters shall remain enrolled in the
PEP on a month-to-month basis.

4. Return of Parts. The Customer is responsible for delivering to Cale, at Customer's sole cost and
expense, all parts being tendered for exchange under the PEP. Customer shall ship such parts with
reputable shipping companies and/or delivery services, and shall bear the risk of loss and damage of
such parts until such parts are delivered to Cale.

5. DISCLAIMER OF ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,
CALE MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY
REPLACEMENT PART PROVIDED HEREUNDER. IN ADDITION, EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, NO ADDITIONAL WARRANTIES MAY BE INFERRED FROM A COURSE QF DEALING OR USAGE OF
TRADE.

6. Removai and installation of Replacement Parts. The Customer is responsible for removing any
parts requiring replacements from a Covered Meter, packing and delivering such part to CALE without
further damage, and re-installing the replacement part furnished by CALE pursuant to the PEP. The
Customer shall perform such removal and re-installation of parts in a good and workmanlike manner,
and in a manner that adheres with any technical documentation or instructions with respect to such
tasks that may be provided by CALE from time to time.

7. €xclusions. The PEP is intended to provide replacement parts for Covered Meters that are
subject to parts failure (whether due to design defect or ordinary wear and tear) connected with the
ordinary and intended use of the Covered Meters. The PEP is not intended to replace parts that become
damaged by extraordinary events which, in many cases, would or could be covered by commercial
insurance policies. The follow items, services, parts and conditions are not covered under the PEP,
unless noted:

Labor

Travel expenses

Expedited shipping costs

Batteries —- Covered under the first year warranty, but not the PEP

Shipping costs of return parts te CALE

Any damaged, vandalized or incomplete part

Any improperly maintained part

Any malfunction caused by weather or acts of God

Any malfunction caused by intentional or negligent acts of the Customer, its staff, service

providers or any third party other than CALE and its affiliates

j. Any part that cannot be disassembled and therefore cannot be repaired or refurbished including
coin canisters, bill cassettes, and display assemblies

k. Printer assemblies without printheads

TR +O On ow

8. Shipping. The Customer shall bear all shipping and freight charges for parts being returned to
Cale for replacement. Cale shall bear all shipping and freight charges for replacement parts being sent by
Cale to the Customer utilizing normal ground shipping.

9. Services. The following services are included in the PEP:

a. Unlimited technical support through our Help Desk by phone seven {7} days a week at 877 620-
2253, email at support@caleamerica.com or online at http://support.caleamerica.com.

bh. Replacement of any component in a Covered Meter, except parts or conditions listed in Section
10 immediately below. CALE may, in its sale discretion, choose whether to utilize new or
refurbished/reconditioned parts in providing replacement parts to the Customer under the PEP

c. Guaranteed shipment within three (3) business days of all covered replacement parts if they are
in stock.

10. Return of Faulty Parts.

a. A-service request order {SRO} is required for all parts that are being returned to CALE for
replacement. SROs can be requested by contacting the CALE Help Desk at 877-620-2253, by email at
support@caleamerica.com or online at http://support.caleamerica.com. When you call or email the
Help Desk for a SRO, include the following information about all returned parts:

1. What is wrong with the part(s) being returned.

z. Meter ID for the meter the part came out of, if known.

3. Part seria! number from the sticker on the part, if there is a sticker.

4. Indicate that you are requesting a replacement part under the PEP.

Include a copy of your SRO form in the box with the returned part. The shipping address for the
CALE parts warehouse is included at the top of the SRO form. Parts being tendered to CALE for
exchange must be returned within fourteen (14) days of the SRO issue date. If a qualifying exchange
part is not received within fourteen (14) days, the Customer account will be billed for the non-
exchange part price.

b. Special Instructions

1. Coin Selectors: If you are returning a coin selector, please let us know if the selector is
programmed to take tokens.

2. Card Readers: When returning card readers, please remove the bezel and rain guards prior
to shipping. These parts will not be returned with the replacement reader. Please specify the model
of card reader you are returning.

3. Printers: Printer assemblies must be returned with the printhead and ribbon cable attached.
Printer assemblies without printheads may not be exchanged.