19-7511 r a r BMW C'
174,
WHEREAS,Best Lockers,lockers r replace existingsmall operated
rand 32 large with 60 small electroniclockers;
WHEREAS,
b,., rented at an k by
transactions,utilizing either a credit card or cash, which will provide more efficiency, timely
reduced wait time, and enhanced customer service; and
WHEREAS, a kiosk generate rpin codebesharedfamilyd friends
throughout the day to access a locker and enhance customer service; and
WHEREAS,
1the installationexpand
lockers to include after hour rentals at WWP; and
11• r a a, _111111a , A
I 801 UP I LAO I I I 112W41jrolI -
WHEREAS, # Agreement serves .i valid public purpose and is in the
publicTHEREFORE,
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated by
SECTION 2. The City Manager,
Equipment a Agreement between Best Lockers, attached heretoI.
s "Exhibit
behalf
SECTION 3e This Ordinance shall become effective immediately upon its passage and
approval.
A ye Nay
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Abstain Absent
The motion to approve this Ordinance was made by
and
q
seconded by --------------------- - -- This Ordinance was passed and approved by
'I'he 1`6110witig Vote
I , , L
PASSED AND APPROVED this the 41 day of, 2019.
. ... .. ............ ...... . ... e ........ . . ........... ............ . . ......................
(S' r'TTS,MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
M
E()l;ll'MENT t1SE, AGREEMENT
'I HIS EQUIPMENT USE AGREEMENT (the ": re nr n ") made and entered into as ofthis 1611) day of April. 2019 (the "ULective Dun,'). by and
bo ween BF.S i LOCKERS, LLC, a Delaware limited liability company with its principal place of businuss at 200 W. Sand Lake Rd., Suite 800,
Orlando. Florida 32809 (`yam") and City of Denton, a home -ruled municipal corporation, through the Parks and Recreation Department (collectively
as one entity retbrred to as "Ventre"), with its principal place of business ut 2400 Long Road, Denton, I X 76208.
Venue otns and operates the Waterpork described in Exhibit A to this Agreement (the "hirLillNes"). Venue, on the terms and conditions set forth in
this Agreement, desires to appoint !lest as its provider of concession and convenience storage equipment, facilities and services, and to receive li•om
Hest security lockers that Venue, in turn, will rent on an hourly or daily basis to customers ol'tho Facilities. Hest, on the lernts and conditions of this
Agreement. has agreed to provide to Venue the Hcst lockers Lind rcluted equipment.
In consideration ol'the lbregoing and other good Lind valuable consideration, receipt ofwhich is hereby acknowledged, IT IS 1111-BEFORE AGREED
LiS Hallows,
I. 111,00PRIENT USE; RELATED PROVISIONS,
1.1. EQUIPMEN f (1S1?. Hest, on the terms and conditions of this Agreement, hereby provides to Venue the revenue producing security
lockers (the "Lockers") and related kiosk(s) and other equipment (the "Equipment" and, together with the Lockers, the "Locker System" or "System")
described in Exhibit A to this Agreement ((he "Order"), in each case in accordance with the requirements of the Order and for the Tenn (as defined
below). Venue acknowledges that the locker System or components of the Locker System may be refurbished. Venue, as a material inducement for
Hest to provide the System on the financial and other terms set forth in this Agreement, hereby appoints Best during the Term as Venue's provider of
storage equipment, facilities and services of any kind for use by customers of tho Facility.
1.2. DELIVIiRY; INSTALLA 110N. Best, at its expense, will deliver the Locker System to the Facilities and, subject to Venues.
performance of its obligations hereunder will install the Locker System in the areas of the Facilities designated by the Order (each, a `Location"). in
each case substantially on the time schedule specified by the Order. 'I his Agreement refers to the date on which Hest notifies Venue that installation
is complete and the Locker System is ready for use as the "installation Datg,"
1.3. LOCKER sYSTisM MODIFICATIONS/RELOCATiON. After initial installation, Hest, with reasonable notice and ii' deemed
necessary to preserve the original functionality of the Locker System, will assist in the modification/relocation of components of the Locker System
being delivered under this Agreement by providing detailed instructions and will provide up to thirty (30) hours labor during the course of the original
term ol'this Agreement, at no charge to Venue. Any additional planning or labor for modifications/relocations not defned Ibr the functioning ofthe
Locker System will be billed of the (lion applicable standard / published labor rate plus related time, materials, and travel expenses. Additional renewal
or extension terms of similar length will carry the same labor allowance and Icons.
1.4. TRAINING. Best, subject to Venues perlbnnonce of its obligations under Section 2.2, will provide training for Venue stafIrduring
the installation of the Locker System regarding use, muintenance, and repair of the Equipment, training will be conducted at the Facility at a mutually
ugncobic time. Besl, as between Best and Venue, will he responsible Ibr the travel costs incurred by the trainers, provided, that if the training is
rescheduled Lit Venue's request on less than forty-five (45) days' prior noticq or because Venue's staff are not available at the agreed time, Best will
provide the rescheduled training on a limo and material basis,
115. PRICING. Best initially will set the Locker System to Charge customers the prices set forth in the Order, and will adjust the pricing
Ihun time to time during the'Nrm as the parties mutually agree, Except asset forth in the Order, all prices will be in whole dollars and will be inclusive
ol'sales taxes, use taxes, U.S. Forestry Service tax, resort and entertainment taxes, and other transactions taxes Venue is required by law to collect Lind
remit payment on the Locker rental transaction (collectively, "Sales Tax"). Best, as Venue's agent, will process customer payments,
1.6. R1'PAIRS; 011-IER SERVICE'S. Best, at its own expense, will provide parts to the venue, for normal maintenance Ibr the Locker
System and the Venue, with assistance front Best Locker's 1.800 'Technical Support Line, will repair damage arising Gom'normal use of the Locker
System by Facilities customers. To the extent authorized by law, Venue will be responsible for marking necessary repairs for CxcessivC wcur and tear
(La abnormal and unreasonable property damage) to the Locker System as a result of the acts or omissions of Venue, its employees or
representatives. Scrapes, dings, scratches, and other minor damages resulting from the normal use of the Locker System do not constitute excessive
wear and tear,"
1.7. TIER I MAINTENANCE,.
Typical Tier l Maintenance
(Venue's Responsibility)
Pier 1 issues can be solved by the Venue (after Best Lockers' training) with little or no assistance front Tech Support
• Ropincing Locks
• Replacing keypads (training required lbr linding keypad address, and factory reset)
• Replacing peripherals (IT, LC'D. Bill Acceptor, credit card reader, printer, etc,) with new replacement units
• Power -cycling devices. (VS-Com, BIII Acceptors, Credit Card Renders, PCs. eta)
• Restarting non-rosponsive kiosk computers
• GFI reset
• Removing printer paper joins or jammud bills in the hill acceptor
• Opening and close the GuPod" sollwure (alter (ruining)
• Understand the Supervisor, Attendant and Cashier menu options and functions (alter training)
Best Initial ";�� " _ Agreement Number L-19/02-05
Venue hale
Wipe, clean. and remove debris Dorn lockers and door handles doily
• Apply anti -corrosive chemical to handles and keypad shrouds (onl) il'deeined requited by Best)
• Wipe kiosk screen daily with approved cleaner (simple green)
• Attend to any spills or dirt tell on the lockers and kiosk
• Attend to loose items left in lockers alter park hours
• Nighty park sweeps opening/checking all rented lockers
• Attend to guest locker issues
Rivals Contact Tech Support for all assistance fuclading Tier 1 and 2 (1-800-locker4, Option ,i')
Typical Tier 1 and 2 Maintenances
(blest Lockers Responsibility)
Pier I Service: Best is responsible tiir providing 24 hour, 7 days it week. 365 days it year technical support via phone cull or email in assisting with
resolving till Venue I icr 1 related service issues (its noted above). Should additional parts he needed that are not held in stock at the venue: Best, a(
its ono expense, will overnight all required parts to resolve those issues.
Tier 2 Service: For those I ier I service related issues that cannot he resolved by (lie venue stall'when utilizing technical support, Rest will resolve
Ihesc issues lbr the Venue at no additional charge. I his includes both tin and oll'site service related needs its required.
I ypicul Her 2 service that is required by Rest includes:
• Monitoring and responding to LogMeln Alerts
• Changing the GoPodik, configuration using the GoPodist C'onligurution IJlilily (examples changing pricing)
• Maintaining and editing the Attendants file (management logins)
• Uninstalling and Re -installing the GoPodrsr Software
• Configuring the computer for use in the Gopod"I Syslcm
• Configuring the VS-Com
• Configuring the Barcode reader
• Pre -configuring Bill Acceptors and Coin Mechanisms before shipping
• Upgrading the limiware in Rill Acceptors
1.8. PC'I COMPLIANCP.. file GoPud Locker System complies with the Payment Card Industry Standard ((he '•PCI Standard") for
land-lo-find Encrypted (Ii21?11) payment solutions when instulled to Besl's specilicalions. II'requested by Venue. upon execution of. this Agreement,
Best will provide an Attestation ol'Compliance ("AOC") documenting the System's compliance to the ?CI Standard's Self-Assessmen( Questionnaire
C (" SAQ-C"'). Best represents and warrants as of the I!Reclive Date (hal the Locker System, which encrypts payment card informalion as the user
swipes his or her card reader and pusses the information through to the payment processor in encrypted form, is not a "payment application" as defined
by Ille Payment Curd Industry Security Council.
2. OBLIGATIONS OF VENIIE.
2.1. SUIT PREPARATION, f f"I"fl.l fIIpS, Venue, prdor to (tic w ilvdialcd date lbr inswlfioion ol'the I ocker Swstent, will prcpioc the
Locution tier lose In accordance with this Agreement. Without limiliing the diiacitaiiingvenue will (i) rannnowe testy obslrtaa:fdaorx oiacilbiluntg with rat°a w°son kw
the Localfon, (iU install it Ilu4 Inic and phrrnh 4 inch (till raised hum,° can which tot histall the Locker Sys erotw bottle providad per tMilbii (" Itnyout
drawing, (many be constructed ofsynihodu wood, plastic orcotiorctcso long os the motcrtall uscil in construction provides salliciew load Dearing, slrength
its support blue eapulpmtrmt to be insialled upon itfir the dundion ofegnopmem in ta(tlalkurw),, (tit) install or have ntsutflcd at tine l.ocatiom the utility and
caomittltltirotiaiirs Connections described by the Order arndlor fixihtles layoul drawing and itaiereminvclitag wining drawing (if appllcabic) or, in ille
absence of"such at appropriate lighfing, c fect6c connections, mvitches and gullets. and it dedicated broadband Imlerict connection. switches.
routers, cte., ((v) hi,stall or have installed ut the hrcalion the appmparitite and approved proicoivc cover, aawuing or cgnall liar the Lockcrs to he sute and
scckim limn the vs-wat(he„r, and (v) retao ive the 'Locker System componctus np to throe weeks prior to the instollutia n spate and store thou in a secure place
at line Ftocdlidcs. Venue at its exptcnw will muhoain lighting, elec(ric sa•rviev tind Intranet service at the hwa.ntion throughotit the LIcrm,
2.2. COOPFRA PION WITII INSTALLATION AND IRAINING. Venue will ecloperalc in the installation of* the Locker System.
including without limitation by granting Best access to the Facilities and perlbrming the [asks assigned to Venue by the Order. Venue twill make
available lift training the people ruspitils ble tier the day to day operation, cash collection, and imcnsci connections. Venue will reimburse Best for till
expenses incurcd by Best to resolve Iraimiung issues due to Venues failure to provide (lie necc ssury people fitr training, at Best's option either its it
credit against untou!nsls unwed by Bust hereunder or by payment in cash. Venuc, at its option and expacnsca Ibllo"ing the Installation Dale, may install
such addilionaal fitetides, florning and other aesthetic improvements as it deems appropriate. provided, ifVat such improvements do not impede the user
or operation ol'thu Locker System.
2.3. 01TRA'IION. Venue throughout the Icon will:
2.3.1. Produce, post and maintain Signs in and around the Location announcing the availability ol'lhe Lockers and providing
instructions regarding their use:
2.3.2. [insure that the Location tit till limes remains clearly visible to and accessible by potential cusmilurs:
lies( Initial Agreement Number L•19/02.05
ep
Div
Vcnuc htilin ' 2
2.3.3. Monitor lie operation or the Locker System and its customers' use of* the same, and promptly report to Next 1-8011
lechnical Support line, any Ihilure of, defect in or damage at the Locker System or any component tlereol
2.3.4. Clean out ell l tickers as reasonably necessary belixu the Facilities open liar business, and store and dispose of items [ell
in or around the Lockers in accordance with the requirements orapplicable low;
2.3.5. Ensure lockers are prepared for use each day prior to the Facilities open fir business;
2.3.6. Maintain an inventory ofreceipt paper, and replace the paper rolls in the kiosk(s) as necessary, Note that the kiosks will
not Mork without receipt paper;
2.3.7. provide weekly maintenance service to include but not he limited to cash collections, recycler replenishment and routine
eleuning;
2.3,8. Perform on -site Pier 1 troubleshooting and purls replacement as minimally outlined fu Exhibit li, wills the assistance of
the 1.800 technical Support LhiL, to address operational and performance issues, including (I) following troubleshooting procedures provident Ilrom
time to time by Best, (ii) contacting and working with Best online and/or telephone lechnicid sup)x)rt personnel, and (iii) if and when instructed by
Best, installing repair and replacement parts supplied by Best.
2.3.9, Keep the Location and surrounding areas clean and orderly. secure and reasonably safe;
2.3.10. [insure security in some manner (e.g. install Security cameras), il'necessary. in the [ticker area. due to thell, vandalism,
cic„ and operate, monitor and record;
2.3.11. Not power wash the Location or apply water or other liquids to the Location or Locker System beyond the minimum
antotntts necessary or appropriate Ibr cleaning purlwsest
2.3.12. Not accept payment or other consideration fir the use ol'a Locker other than through the payment mechanism provided
with the Locker System;
2.3.13. Not remove, deface or obscure any labels or other markings Best pluses tin the Lockers or Locker System, nor authorize
ally third party to do so; and
2.3,14. Not removu, disconnect the Locker System, other than as described by the Order or its Best may expressly authorize In
advance.
2.3.15, Provide monthly tracking and POS reporting ofuny coupon sales that are processed through Ilse customer's 11ofnt oI'Sales
system, or equal. Any Sales through the Vcuuc's Point of Soles system wi11 he delined its Revenues and will he included in the revenue share
commission split delined in article 3, Financial 'Perms.
2.4. CAM COyLLE:CTiONS. Venue will perfbmi cosh management responsibilities. Cash it) be emptied front the kiosks on it nightly
basis, no cash left in kiosks timing off business hours, overnight, cle. Venue will use its reasonable ellbrls to deposit all monies collected within 24
hours ol'colluclion.
2.5. 'PACES; OTHER FETES. Venue represents to Best that the titles ['au percentages specified in the Order is correct as or the
lil'leclive Date, and Venue will promptly notify Best orally change in the applicable solos lux rate. Venue, us between Venue and Best, will he solely
responsible liar timely remitting to the applicable government authorities till Sales Uwx and property and other ad valorem taxes on the Location and
Locker Symem to that tappficablc goverumerot authorities. Venue will promptly report all such puymcatts mrvatl-u by Venue and, al Best's request, will
provide receipts or invoices iinisonably suti,sfaorory too Best doctanenling the pitynncnt and paynictil arnount, 1 fupplicable, Ventic, on the execution of
Hug Agreement, will provide Best with a tax-exemtpllon cerli8cute, and will execow mteh additional certfficates as Best may reasonably rctlmext during
the fern or within one (1) year lherealler,
3, FINANCIAL. TERMS.
3.1. REVENI'E SIIARE. Gross revenues loom the rental of Lockers, through kiosk(s), Venus's Point of Sale System or other,
(" Revenues") will be applied in the Ibllowing order:
3. L 1, I'o the payment of Stiles Tax (as delined in Section 1,5);
3.1.2. To Best Ibr Reimbursed Expenses and credit card processing Ibes as defined by the Order.
3.1.3. 1'o reimbursement o1'refunds and credits granted by the parties to customers in the normal course of husiness.
I he auunuil remaining tiller applying revenues it accordance with the loregoing ("Net Revenues") will he shared by the parties as follows:
Net is 15,i)t) l�uatal�ntl+uvtwe,en � (llv ul l)entonW)^aln
Hers tin Net Revenues are based on it calendar year anti will be reset annually, Should the number of lockers change Billowing the initial installation,
Ruvenue Share may be renegotiated by the parties.
3.2. REPOWFING; PAVMENT, Best, on or bclbre the lifleenlh (1516) day l'ollowing the end of each calendar mmnth during the Penn,
will provide Venue with a report fix the applicable month showing (I) Revenues nest collected by credit card, debit card or other electronic payment
method, (fi) Revenues Venue collected (luring the month in cash. (iii) Sales fax relating to such Revenues, (iv) Reimbursed Expenses, (v) reflmds
granted to customers by each party, (A) time and materials charges, if any, charged by Best tier repairs and replacements pursuant to Section 1.5 of this
AgrecmcnL and (vii) in light o1'the foregoing, the bulance payable by one purty to the other to cltccluale the allocution set (north in Sermon 3.1, the
party owing it balance pursuant to the report will pay the other party the full amount on or bclbre the tenth ( I()'h) day 11dlowiug the dut , on which Best
delivers the report to Venue.
3.3. LATE FEES. II'either party fails to pay any amount within thirty (30) days Hollowing the due date, the other party may impose it
lute Ice ol'one mad one-halfpereenl (1.5%) fir each month or part thereof the amount remains past due.
4, TE M; ii-ERNIMATION.
Best Initial Agreement Number I.-19/02-05
Venue InWa V 3
4.1. TERM, I'hc initial tenn of(his Agmuniwn will coinnnence on (he dale of first rental and, unless sooner terminated in uccurdancc
with Ihis Agrcenlent will expire on the I)Ilh (51') anniversary of (he Commencement Dale. I hercotler, this Agreement Mill uutonladcally renov
lbruonseculive terms of like duration unless either party, al least sixty (60) days hutore the end ofthe (hen -current term gives notice ol'nonrenewal, in
whieh case this Agreement will expire of the and of ilic then -current term. I his Agreement relbrs to the initial term together with all renewal Icons as
the 'Wrna.,,
4.2, TERMINATION.
4.2.1. Hest may ternihinte this Agreement lirr comcnience, either in its entirely or with respcc( lu it portion ill' the Lockcr
Syslunt, till ninety (90) days' prior notice it' in uny twelve-month period the Net Revenues at it specilfo locution as defined in (lie Order, under this
Agreement average less than $350 per Locker. 11' Hest lennina(cs tltls Agreement in part, this Agreement will remain in lull lbrcc and ell'cel with
respect to the Lockers and other equipment not aflbeled by the termination.
4.2.2. Hither party may terminate this Agreement on immediate written notice ifthe other party (i) commits it material breach
of this Agreement and fails to cure the breach within thirty (30) days of the non-brenchiug party's notice thereof. (ii) makes it general assignment fi)r
the benefit of creditors, (iii) files it pelilion under any chapter of the Bankruptcy Code or any state insoheney statute or (iw ) is the subject ill' out
involuntary petition in bankruptcy or insolvency and such pelilion is not dismissed within ninety (90) days,
4.3. EFFECT OF TFRNf IN;\TIDY.
4 3.1, Iles(, wvilhin ttmirly (30) days fiJlowing the expinilion or termination ol'd is Aglewntent will r)nwvc the t.ocker tiys(cnn
Irons the Location. Ma( will exercises dtie care in removing and trausporling (lie Lorclovt S) slem 1ra)tn the t ovation, but will hit%c no oblig(idon to repair
reasonable dainage causal by (he installadon, ttsc or removal of flit Lockcr Syiieml or awtherwwiww m'ishig ihini the pertbloiance t)f this Agrecmnent.
Neither the expiration nor termination of this Agreement will allbet the parties' reporting or payment obligations in respect of the months prior to the
cllbclivc dale ofexpiration or tenninalion.
S, WARRANTY, DiSCI.AINIER. Hest represents and warrants ilia( (i) it owns or has sufficient rights in the Locker System to enter into and
perfilrm this Agreement, and (ii) the Locker System, as of the Installation Dale and lbr a period of ninety (90) days lhercafler, will he lice of inulcrial
defects in workmanship, and (iii) Best's installation and repair services provided hereunder will be of workmanlike quality and perfeamcd in
worknutnlike manner.
b. OWNERSiIIP. I'he Locker System will at all limos he the property of Best or its assigns, and Venue shall have no right, title or interest
(herein except as to the use thercol'subjuct it) the terms Lind conditions of the Agreement, Hest may affix (or require Venue to ufiix) tags. decals or
pinlus it) the Locker System !ridiculing !test's ownership, mid Venue shall not permit their removal or coneculnmcnt. Venue shall not permit the name
ofany person or entity olhor that Host or its assigns lu he plocud oil the Locker System as it designation [hill might he in(erpreled as it claim oftwonership
or securily interest. VENUE SlIALL KETT '111C LOCKER SYSTEM AND VENUE'S INITRF,S'1' UNDER ANY A(iRliliMEN'I' FRGE AND
C LEIAR OF ALL LIENS AND i:NCUMBRANCPS. Venue authorizes the filing ofone or more financing statements covering the Locker System in
lbrim salixfiiclory to Best, and without Venue's signature where authorized by law, and will promptly execute such financing statements and olhur
ducunnents as BcA may reasonably request to protect its interest in (he Locker System. Best, its assigns and their agents shall have ftee access to the
Location tit ell reasonable times during normal business hours for the purpose of inspecting the Locker System and lbr uny other purpose contemplated
in the Agreement.
7. PERSONAL PROPERTY. 1'he locker System is and shull remain personal property during the Perm notwithstanding that any portion
thcrcofmay in any manner become affixed, attached to or located on real property or any building or improvement thereon. Venue shall not permit
the Locker System to become an accession to other goods or a fixture to or par of any real property.
8. INDEMNIFICATION. Best shall indemnify and hold Venue harnless Iron), for and against tiny liability arising or occurring as it result of
(1) Best's installation of the Locker System, or (ii) negligence or omissions in Best's performance of their responsibilities under this Agreement,
9, INSURANCE. Each party, ill its sole cost and expense, shall procure alit] maintain in lull three and ellbet Ibr the Term oflhis Agreonwtit tirid
tiller its termination for so long us the services are provided to Members pursuant to this Agreement, adequate commercial general liability insurasice
coverage, including but not limited In contractual liability insummnce coverage. with limits that Lire reasonable and customary for its business to cover
liabilities and claims which may arise in relation to or in connection with providing such Party's respcclive services underthis Agreement, but in no
event less Than $1,000,000 per occurrence and $2,000.000 manual aggregate. Venue may, at its sole discretion, choose to self insure the requirements of
[his provision. Each puny agrees agree to 1) provide the other, within ten (10) business days ofa written request, with a Certificate of insurance wiUn
respect to all liability insurance required under this Agreement, and 2) maintain the 1hregoing policy or policies of insurance without material change
or cuncellallou except upon thirty (30) days written notice to the other Party. Venue may, tit its sole discretion, provide its standard teller ofselfinsurunce
in Hill Isibelion ol'this provision.
Ill, RI'LATIONSIIIP Oh PARTIES. In making and perfilrnling (his Agrecoicnl, the parties act and shall act ill all times as independent
contractors, and nothing comained herein shall be construed or implied to create all agency, association, partnership or joint venture between the parties.
Al no time shall either party make commitments or incur any charges or expenses for or in the name ofthc other party.
I. CONTRACT BINDING ON SUCCESSORS. Venuc may not assign this Agreement in whole or part without the priorw'rillen consent of
the Best except that, subject to Venuc's obligations under Section I.I. no consent will be required for Venue to assign this Agreement in its entirely to
it purchaser ol'sulistantially all of Venue's outsumding ownership interests or substantially all of'such Venue's assets to which this Agreement relates.
I his Agrcenlent slvdi be binding upon (lie parties' heirs. successors, assigns, and personal representatives.
12. NOTICE: OF SALE, OR ASSUMPTION, Upon entering into any Agreement lift the sale of the Faeilitie5, hill in no event later than thirty
(30) days prior to the closing on any such sale, provided this Agreement is still valid and enforceable trod Venue still huts commitments under it, Venue
shall lilrnish Best with written notice of the sale and identily the buyer anti individuals authorized to act on behall'of the buyer. Nest may, but is nut
required to, contact Lind advise the buyer regarding the contents of this Agreement. Venue will obtuin from the buyer, on a limn supplied by Busl. it
written assumption of Venue's obligations under this Agreement,
13, PROPRIETARV SYSTE:.ws.
licsl Initial /
2K _ Agreement Number 1.•19/U2-115
r
Venue Injou 4
13.1. The methods, systems, training and procedures. including, without limitation, all twriteo materials which may he furnished by hest,
utilized in connection with this Agreement ofthe Locker System (hercinaller collecti%cly referenced as " propriclary systems"1 arc proprietary lu Hest
and shall not, either during or subsequent to termination of this Agreement, be disclosed by Venuc to third parties or utilized in toy other cslablislunent
except pursuant to tills Agreement with Hest. Immediately upon termination of this Agreement or removal of the Locker System lion Venues
cstublishntent, Venue shall cease use orsuch proprietary systems. Venue agrees that Rest's damages for breach of(his provision may be impractical
to ascertain and that Hest will he irreparably harmed by tiny hrench heretl' and have no adequate remedy at law, and Venue agrees to entry of an
injunction without bond to cnlbree this provision,
13.2. Without limiting the provisions of Section 14,1. Ilest is the sole and exclusive oaiwr ofall sollwure and firmware supplied in
connection with the Locker System (the "yQ iware"). including without limitation sollware code, programs, routines, subroutines, objects, files, data,
graphics, sound eflbcts, music, animation, video, text, content, layout, design and other informmtion from and accessible through rho Locker System.
Hcsl retains all right, title and interest in mid to the Sullware and associated intellectual property rights. including all patents, copyrights, trade secret
rights and Irodemtuk rights, Venuc acknowledges that it neither owns nor acquires tiny rights in any ol'the lbregoing not expressly granted by this
Agrcontent. Venue further acknowledges that Hest retains the right to use the Hest Sullw•are lbr any purpose in Resl's sole discretion, mad Rest reserves
till rights not expressly granted in this Agreement, Hest grants Venue u limited, nontransferable, non -assignable license to use the Suflware during the
1'erm, solely in conjunction with the Locker System, and for no other purpose, 1ixccpi its provided by this Agreement or us expressly instructed by
Hest, Venue will not access, use, configure, update, upgrade or modify the Sollware, or permit any unauthorised third party to do so.
14. APPLiC'ABLE LAW AND .f1rR1Sl)lc,r1ON. this Agreement shall he construed in accordance with the laws ol'the Stale of Texas.
1?xclusive jurisdiction and venue in any action related to or arising front this Agreement shall be in slate or federal courts sitting in Denton County,
1'exas, and the parties waive any right to a jury trial in any such matter,
15. ENTiRE AGREEMENT. This Agreement (including the exhibits hereto) constitutes the entire Agreoment of the parties and n►ay not be
modified except by a written document duty executed by the parties. Venue certilies and wtlrratls that Venue has not relied upon tiny statements
purporting to modify or which arc otherwise inconsistent with or in addition to the written leans ofthis Agrecutent.
16. WAIVER AND AMENDMENT.
16.1. This Agreement may he amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof'may
he waived, only by a written tnstnament signed by the parties or, in the case of a waiver, by the party waiving compliance. the waiver by may party
hereto ol'a hrcach ofany provisiont ofthis Agreement shall not operate or be construed as a waiver ol'any subsequent breach,
16.1.1. purchase orders issued by Venue will not he considered an amendment under to this Agreement, and the tennis of this
Agreement shall govern the terms orpayment of may amounts which may become due to Hest hereunder,
17. ('APT'IONS FOR ('ONVi:NIEN('E ONLY. Captions herein are liar convenience only and do not constitute pan ofthis contract. No
party will ucquirc any rights or defenses based upon the Ibilure of'any caption to adequately or fully describe the contents.
18, NOTICES. Any notice made in connection with this Agreement shall he given by certified or registered first cluss mail at the panics'
respective addresses set out below Or tit such tillernativc address as the parties may designate in writing, Notice shall tw deemed given upon receipt,
19. ADDRESSES. Addresses below are to he used as indicated.
Pacility Alaht Location (required)
Alit: Rrinnnv IlnteIt
Street: 2,100 Lot
(Ilv/SU%ip:
Denim IX 76207
Phone:
�M, AM__ _ _
Fncif ly Bfll In Address (required)
Alin:
Itri(i-141- IfN'.l MI, . ,.,,
StrecUPU;
2400 lime Road
('Ily/St//ip:
II WL,& ►X y" "p
Phonc:
940-349.RRn2
Best Office 4(1dress
200 W. Sand lake Rd,. Suite 8(10
Orlando, fl, 328(19
FaelUtr Mal ing Address (requlretQ
Attn: Rritu►ny I latchell
SlrecUPU: 2400 Lone Road
City/SI%7.ip: Denton,µ I'X 7007
Phone: 940-349-8802
Facility Puy to Address (required)
Atln: liriltanv I latchell
Strecl/PO: 2400 Long (toad
City/SUlip: Donlon. I X 76207
Phonc: 940-349-8808
Best Pqr to Lockbov Address
11.0. Box 117025
Atlanta, GA 30368-2008
20. PSF. AS REFEREN('E: Front time tO time. Hest uses the name ol'cosunners Lis re[brences with Other custonters and ncac sales prospects.
Ity This agreement, Venue agrees to allow [lost to use Venue's name liar such purposes.
21. MUNTERPAKI'S, ELI T'RONI(' ('OPIES, this Agreement may he executed in two or nitre counterparts, each ol'which shall Ix:
deemed till Original, but till ol'whlch shall constitute Ilse same instrument. A party's execution or delivery ofthis Agreement by electronic mail or other
electronic means shut] be Wilding on such puny us 11'such party had executed (Iris Agreement in writing.
22„U t'I'110141TV TO EXE('I T I'1: ('ONT'RAU11'.
22, I. the individual executing this Agroernent represents and warrants Ihat he or she has due authority to execute this Agreement tin
hehnll'ol'Venue and that the identifying information rcgaardi'ng Venue set out in this Agreement correctly identifies the owner ofthe facilities.
22.2. Venue represents and warrants that (i) it has the corporate power and authority to execute and deliver this Agreement. to peribrn
its 11btigadortaa nurcunder, and (ii) its execution and delivery Orthis Agreement. the perionnance (Wench Of its obligodoaus hereunder have been duly
Rust Initial 0i •1g.recntcot Number 1,-19102-05
A °>p
Venue Initiat`r� 5
Whorlrcrl by All r%,uquisitc ccapwrrrawu acItoll oI rIw awpph vw I I k iottI y, vir d deu out ,rrwrd wr w]i own iesult in n vioinnsori or bww iwh of"or dciltuIt wwnwdct (wIIh or
tvilhouI whir giving of IIqoice t I ; 0tu,v Iw1Iwsa of'' I I me of 1w Ih) nwoy' provtsiwl wwl its wrrkka 'ae of iIworporatrion or 16minldon, b,Inrw"s- operating apsiaornent or
other otgaoixa loaf adwwa:iwancnt,. air rrww� otnuut; arr wurwy, *R1111wcr rcIgl rwwmort wwriitstrumcrtt tip rw ich tuty of it Is u fwAy or ht mwbich uny or tfrvu iaripective
properlics or as:rusis may be boaurd.
IN W1I74ESS WIIEREOF, the parties hove caused this Agreement to be executed by their respective authorized representatives as ol'the falbctive
Date.
cra OF
Name: Todd Nileman
Title: City Manages
Date:
a
�y
�r
y,
F
tr fir prf am,), Packe.n...,
Title: frocfor W'Iwarkm a,md Rae.
Data:'a �w
APPROVED AS TO LEGAL FORM:
AARON I,I;r L, CITY ATTORNEY
BEST COCXt L w /
By: sr a A .°...�.....
Name:,,r.k��.nwww.�
Title: t BwCgf Ttr d Offs; r
�..........� Date:
ATTEST:
CITY SECRETARY
CITY OF DEN] °O w II . S
13es1Initial Agreement Number 1.•19/02.05
�p
Vanua dttiwt I�,,;"�
6 µ
EXHIBIT A
CITY OF DENTON, PARKS & RECREATION
ORDER
Facility Name: Water Works Park
Facility Address: i4 75f i -I �(4 —sy5!'L'kt1
7ti
�ilu;,i `',i
Typical Tier 1 Maintenance
(Property's Responsibility)
Tier I issues can be solved by the location (after Best Lockers' training) with little or no assistance from Tech Support
a Replacing Locks
Replacing keypads (training required for finding keypad address, and factory reset)
Replacing perlpherals (PC, LCD, Bill Acceptor, credit card reader, printer, etc.) with new replacement units
a Power -cycling devices, (VS-Com, Bill Acceptors, Credit Card Readers, PCs, etc.)
a Restarting non -responsive kiosk computers
GPI reset
a Removing printer paper jams or jammed bills in the bill acceptor
Opening and close the GoPodTM software (after training)
a Understand the Supervisor, Attendant and Cashier menu options and functions (after training)
Wipe, clean, and remove debris from lockers and door handles daily
Apply anti -corrosive chemical to handles and keypad shrouds (periodically as required)
a Wipe kiosk screen daily with approved cleaner (simple green)
Attend to any spills or dirt left on the lockers and kiosk
Attend to loose items left in lockers after park hours
a Nightly park sweeps opening/checking all rented lockers
Attend to guest locker issues
Contact Tech Support for assistance Including Tier 1 and 2 (1-800-locker4)
ID<st Initial "" w. Agreement Number I.-19/02.05
m g
%luu Initi�
d
EXHIBIT
CITY OF DENTON, PARKS & RECREATION
LAYOUT DRAWING
Layout Configuration and Installation Drawing(s)
Bust Initial Agreement Number 1,-19/02.05
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