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CITY OF LAWRENCE STANDARD CONTRACT

This AGREEMENT (Agreement or Contract) made as of _______________, 2011 (Effective Date) by and between STANDARD PARKING CORPORATION, a Delaware corporation, hereinafter referred to as the Contractor, and the CITY OF LAWRENCE, MASSACHUSETTS, a municipal corporation organized and existing under the laws of the Commonwealth of Massachusetts, hereinafter referred to as the City. WITNESSETH THAT: WHEREAS, on November 15, 2010, the City issued a Request for Proposals for Parking Management Services (the RFP) for the procurement of on-street parking meter equipment and the management, administration and enforcement of an on-street paid parking program, all as more particularly described in the RFP; and WHEREAS, pursuant to the RFP process, Contractor has been selected to provide the onstreet parking meter equipment (described in Schedule C hereto) and to manage, administer and enforce the Citys on-street paid parking program, all upon the terms and conditions set forth herein, NOW THEREFORE, the parties hereto do mutually agree as follows; **GENERAL PROVISIONS** 1. Employment of Contractor. The City agrees to engage the services of the Contractor and the Contractor agrees to perform the services hereinafter set forth. Scope of Services. The Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined reasonable and fairly by the City, the tasks described within Schedule A, Scope of Services, attached hereto and made a part hereof. The City shall have a reasonable opportunity to inspect all services performed by and work product of the Contractor and accept or reject such service or work product. 3. Directives Within Scope of Services. The above tasks and items are not intended to be all inclusive. The City may add to or delete any items, provided that any added items are of a similar nature, and do not increase the total costs incurred by Contractor in performing such work. The Contractor shall undertake such work only upon the direction of the City. All directives and changes thereof conformance with this Agreement shall be in written form, prepared and signed by the City and accepted and countersigned by the Contractor or its authorized

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representatives. Any added tasks or items which are not agreed to be within the Scope of Services by both the City and the Contractor, or which will increase Contractors costs, shall be handled in accordance with Paragraph 13 hereof. 4. Data to be furnished to Contractor. All information, data and reports as are existing, available, and necessary for the carrying out of work, shall be furnished to the Contractor upon request without charge by the City, and the City shall cooperate with the Contractor in the carrying out of the Scope of Services. Personnel. (a) The Contractor represents that it has, or will secure at its own expense, all personnel required for the performance of the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Contractor. (b) All of the services required hereunder will be performed by the Contractor or under Contractors supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. ( c ) None of the work or services covered by the Agreement shall be subcontracted without the prior written approval of the City, which approval shall not be unreasonably withheld. The Contractor certifies that it is not disbarred, suspended, or otherwise excluded from receiving funds or bidding on any project by any State or Federal Agency. Waiver of Workmens Compensation and Unemployment Compensation Benefits. It is agreed that the Contractor and Contractors employees, agents, servants or other persons for whose conduct the Contractor is responsible shall be deemed to be employees of the City and shall not file any claim against the City nor bring any action against the City for any workmens compensation or unemployment benefits and compensation for which they may otherwise be eligible as a result of work performed pursuant to the terms of this Agreement. 6.1 The Contractor is retained solely for the purposes of and to the extent set forth in this Contract. Contractors relationship to the City during the term of this Contract shall be that of an independent contractor. The Contractor shall have no capacity to involve the City in any contract nor to incur any liability on the part of the City. The Contractor, its agents or employees shall not be considered as having the status or pension rights of an employee; provided that the Contractor shall be considered an employee for the purpose of General Laws c. 268A (the Conflict of Interest Law). The City shall not be liable for any personal injury to or death of any of the Contractors agents or employees. Duration. The services of the Contractor are to commence as of the Effective Date first written above, or on the date specified in Schedule A hereto (if such date is later than the Effective Date), and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of

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this Agreement. All of the services required pursuant to Schedule A, Scope of Services, herein shall be completed pursuant to Schedule C, Work Program and Schedule. Any changes in performance dates shall be handled in accordance with paragraph 13 herein. Additional services may be requested at the option of the City, and Contractor shall provide such services if the parties agree in writing as to compensation to be paid (if any) by the City to Contractor and the date for completion of such additional services. 7.1 It is understood and agreed that all specified times or periods of performance are of the essence of this Contract. Compensation. For the privileges granted by the City to Contractor pursuant to Schedule A, the Contractor agrees to pay the City the Concession Fee specified in Schedule B, Compensation and Method of Payment, which is attached hereto and made a part hereof, which amount shall constitute complete compensation to the City for the grant to Contractor of the privilege of providing the services rendered. Appropriate sums will be paid as provided in Schedule B hereto. Acceptance by the City of payment from the Contractor under this Contract shall be deemed to release forever the City from all claims and liabilities. INTENTIONALLY OMITTED. Termination of Agreement for Cause. If, through any cause, the Contractor shall fail to fulfill in a timely manner all obligations under this Agreement, or in the event Contractor shall violate any or all of the provisions of this Agreement, the City shall thereupon have the right to terminate this agreement by written notice to the Contractor of such termination specifying the effective date thereof at least thirty (30) days before the effective date of such termination. Cause shall also include, but not be limited to, dissolution, termination of existence, insolvency, appointment of receiver of any property, assignment for the benefit of creditors, or commencement of any proceeding under any bankruptcy or insolvency laws by or against the Contractor. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Contractor under this Agreement shall, at the option of the City, become its property, and the Contractor shall be entitled to receive payment from the City for certain expenditures as provided in Schedules B and C hereto. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Contractor. 11. Termination for Convenience of City. The City may terminate this Agreement at any time by giving written notice to the Contractor of such termination and

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specifying the effective date of such termination, which effective date shall not be less than 60 days from the date of such written notice of termination. In that event, all finished or unfinished documents and other materials as described in Paragraph 10 above shall, at the option of the City, become its property. If the Agreement is terminated by the City as provided herein, the Contractor will be paid by the City for certain expenditures as provided in Schedules B and C. 12. Changes. The City may from time to time require changes in the Scope of Service of the Contractor to be performed hereunder. Such changes must be mutually agreed upon in writing in a written amendment to this Contract, which amendment shall address any changes in the compensation set forth in Schedule B hereto, reimbursements to Contractor and/or changes in the work schedule as a result of such changes in the Scope of Service. If the Contractor shall provide services in a manner which is not to the satisfaction of the City, then the City may declare a default, which Contractor shall have the right to cure to the Citys reasonable satisfaction, at no additional cost to the City, as provided in Schedule A hereto. Contractor shall pay to the City the amount of actual damages sustained by the City as a result of Contractors uncured default of any obligation of Contractor under this Contract. The Contractor shall not be liable for any damages sustained by the City due to the Contractors failure to furnish services under the terms of this Contract if such failure is in fact caused by the occurrence of a contingency with the nonoccurrence of which was a basic assumption under which this Contract was made, including but not necessarily limited to a state of war, act of enemies, embargoes, expropriation of labor strike or any unanticipated federal, state or municipal governmental regulation of order, provided that the Contractor has notified the official in writing of such cause within fourteen (14) days after its occurrence. Incorporation of Non-Discrimination Laws and Requisitions. It is understood and agreed that if this Agreement is funded in whole or in part by Federal money, that the Contractor is expected, and hereby agrees, to comply with all laws, ordinances, and duly promulgated regulations applicable to contracts of such a nature. Interest of Members of the City. No officer, member, or employee of the City and no members of its governing body of the locality or localities in which the project is situated or being carried out who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is, directly or indirectly interested or has any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. The Contractors attention

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is specifically called to the Conflict of Interest Law, M.G.L. c. 268A. 16. Interest of Contractor. The Contractor covenants that he has neither presently nor during the period of this Agreement shall have any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. The Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed. Conflicts of interest include, but are not limited to: (a) family relationships with officials of the City, (b) instances where the Contractor during the period covered by the Agreement was connected as an officer or employee of the City, (c ) instances where the Contractor has an interest in the Community Development Department or any parcels of land therein, covered by the work to be performed under this Agreement. Assignability. The Contactor shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation) without the prior written consent of the City thereto. Findings Confidential. Any reports, information, data, etc. given to or prepared or assembled by the Contractor under this Agreement which the City requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the City. Officials Not to Benefit. (Applicable to Contracts Pertaining to Community Development Department) No Members or Delegates to the Congress of the United States of America, and no Resident Commissioner, shall be admitted to any share or part hereof or to any benefit to arise herefrom. Identification of Documents. (Applicable to Contracts Pertaining to Community Development Department) All reports, maps, and other documents completed under this Agreement other than documents exclusively for internal use within the City, shall carry the following notation on the front cover or title page, (or in the case of maps, in the title block): The preparation of this (report, map, document, etc.) was financially aided through the Department of Planning and Community Development of the City of Lawrence. 21. Publication, Reproduction and Use of Material. (a) Material produced in whole or in part under this Agreement shall not be subject to Copy right, except by the City, in the United States or in any other country. The City or its duly authorized representatives have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Contract. (b) If applicable, the Contractor hereby agrees to provide to the City copies of the draft of the report, and associated material, in sufficient number, as may be requested by the City for review and/or working purposes. (c )

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The Contractor hereby agrees to provide copies of the final report (if any is indicated in Schedule A, Scope of Services). 22. Commission Prohibited. The Contractor warrants that he has not employed any person to solicit or secure this Agreement upon any agreement for a commission, percentage, brokerage, or contingent fee. Breach of this warranty shall give the City the right to terminate this Agreement, or, in its discretion, to deduct from the Contractors fee the amount of such commission, percentage brokerage, or contingent fee. This Contract is made subject to all laws of the Commonwealth of Massachusetts. The Contractor shall provide, all its sole expense, all necessary licenses, permits of other authorizations required by the City, the Commonwealth of Massachusetts or any other governmental agency with proper jurisdiction. The Contractor shall where applicable take out and maintain during the term of this agreement such Workmens Compensation Insurance as may be reasonably necessary to protect the Contractor from claim under General Laws c. 152 (the Workmens Compensation Law). The Contractor agrees and shall require any subcontractor to agree not to discriminate in connection with the performance of work under the Contract against any employee or applicant for employment because of sex, race, religious creed, national origin or age. The Contractor agrees and shall require any subcontractor to agree to post in conspicuous places notices to be provided by the Massachusetts Commission Against Discrimination, setting forth provisions of the Fair Employment Practice Law of the Commonwealth. The Contractor shall keep itself fully informed of all City Ordinances and Regulations, and State and Federal laws which in any manner affect the work herein specified. The Contractor shall at all times observe and comply with said ordinances, regulations or laws, and shall protect and indemnify the City, its officers, agents and employees against any claim or liability arising from or based on the violations of such ordinances, regulations or laws, caused by the negligent actions of the Contractor, its agents or employees. Audit and Inspection. (a) At any time during normal business hours, and as often as the City, HUD/or representatives of the Comptroller General of the United States may deem it necessary, there shall be made available to audit, examine and make excerpts of transcripts, all records, contracts, invoices, materials, payrolls, records or personnel conditions of employment and other data relating to all matters covered by the Contract. (b) For a period of three years after final payment under this Agreement, the Contractor shall make its work papers, records and other evidence of audit available to the City or its duly

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authorized representatives. 29. The Contractor shall furnish such information, estimate or vouchers relating to the services or to documentation of labor or expenses as may be requested by the Official. The Contractor shall pay and be exclusively responsible for all debts for labor and material contracted for by Contractor for the rental of any appliance or equipment hired by Contractor and/or for any expense incurred on account of services to be performed under this Contract. The Contractor shall bear all loss resulting from any cause before performance of service if the service or work product fails to conform to specifications. The Contractor shall assume the defense of and hold the City, its officers, agents or employees, harmless from all suits and claims against them or any of them arising from any act or omission of the Contractor, its agents or employees in any way connected with performance under this Contract. This Contract is subject to the availability of an appropriation therefor. If the Contract is funded under a grant with the Federal Government, it is being executed without further appropriation pursuant to General Laws c.44, s. 53A. If applicable, when the amount of the City Auditors certification of available funds is less than the face amount of the Contract, the City shall not be liable for any claims or requests for payment by the Contractor which would cause total claims or payments under this Contract to exceed the amount so certified. Any waiver, expressed or implied, by the City or the Contractor of any rights, terms or conditions of this Contract shall not operate to waive such rights, terms or conditions or any other rights, terms or conditions, beyond the specific instance of waiver. Attachments. Attached hereto are the following schedules which are incorporated into this Agreement and made a part hereof: Schedule A - Scope of Services Schedule A-1. Initial Rate Schedule Schedule B - Compensation and Method of Payment Schedule C - Work Program and Schedule Schedule C-1. Description of Meters Schedule C-2. Description of Streets & Blocks Where Meters Are To Be Installed

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Schedule C -3. Description of Signage Schedule C-4. Description of Service Vehicles

Schedule D - Attestation Pursuant to M.G.L. c.62c, sec.49A Schedule E Statement of Good Standing Schedule F - Certificate of Authority

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SCHEDULE A SCOPE OF SERVICES

1. GRANT OF CONCESSION. The City hereby retains Contractor to procure the Equipment (described in Schedule C) and, for the Term of this Agreement, to be the exclusive provider of the services described herein for the area noted on Schedule C-2, and Contractor hereby agrees to provide such Equipment and services, all upon the terms and conditions set forth in the Agreement and Schedules A, B and C. 2. TERM. The Agreement shall become effective upon the Effective Date defined in the Agreement. The Term of this Agreement refers to the period for which the Base Fee (defined below) is due from Contractor to the City. The Term shall commence on the date the Meters and Signage (as such terms are defined in Schedule C) are fully installed and operational (Commencement Date), and continue for five (5) years thereafter. The Commencement Date is projected to occur by August 15, 2011, in which event the Term shall expire on August 14, 2016. The Agreement shall be subject to early termination in accordance with the terms set forth in the Agreement. The parties shall confirm the Commencement Date in writing. 3. TERMINATION. Either party shall have the right to terminate the Agreement upon a breach by the other party of any of the covenants, terms and conditions hereof, provided the defaulting party first receives written notice of such breach and fails to remedy same within thirty (30) days after said notice thereof is received, or fails to commence curing such breach within said thirty-day period in the event such breach cannot be reasonably cured within thirty days. In addition, either party shall also have the right to terminate the Agreement in the event the other party files a voluntary petition or similar action in bankruptcy, insolvency, receivership or makes an assignment for the benefit of creditors, which action is not dismissed within sixty (60) days. The City shall have the right to terminate the Agreement at any time, without cause, provided not less than 60 days prior written notice is given to Contractor. It is a condition precedent to any exercise of termination hereunder that the terms of Schedule B, Section 1(a) [concerning reimbursement of the unamortized portion of the first Agreement Years Base Fee payment], and the terms of Schedule C, concerning payment of lease balances and other unamortized costs (as detailed therein), must be fulfilled by the City. 4. EQUIPMENT AND IMPROVEMENTS. Contractor shall provide the equipment and improvements described in Schedule C of the Agreement, upon the terms set forth therein.

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5. SERVICES. Contractor shall provide parking management services for the City, which includes the installation of the Meters described in Schedule C-1 for the Citys 996-space on-street operation, at the locations noted in Schedule C-2. Contractor will provide labor for parking enforcement, meter collection, meter maintenance, citation processing and delinquent citation collections. The Meters will be provided by CALE and the citation management and processing by Complus or other reputable vendor. Management and administration of the services shall include a dedicated project manager, a bookkeeper and a customer service representative that will handle citation payments at the Citys administration building. The parking fees which shall be charged users of the on-street parking managed by Contractor shall never be less than the amounts set forth in the rate schedule attached hereto as Schedule A-1. The rate schedule may be increased by mutual agreement of the Contractor and the City acting in a timely, good faith manner. Further regarding maintenance, Contractor shall, at its expense, repair all damage to the Meters or Signage caused by Contractor's employees or contractors. Contractor shall keep the Meters in good working order throughout the Term. Contractor shall perform routine touch-up painting on the Equipment and Signage as needed. Contractor is not responsible for any street, curb or sidewalk maintenance or repair. Without limiting any of the foregoing, Contractors services shall conform to the specifications of the RFP and Contractors proposal in response to the RFP. 6. (a) INSURANCE. Contractor shall carry and maintain the following insurance coverages: (1) Worker's Compensation insurance in compliance with the Worker's Compensation Act of the Commonwealth of Massachusetts. (2) Employer's liability insurance on all employees for the services not covered by the Worker's Compensation Act, for occupational accidents or disease, for limits of not less than $1,000,000 for any one occurrence. (3) Commercial general liability insurance on an occurrence form basis with limits of not less than $2,000,000 per occurrence with an annual aggregate limit of $2,000,000 per location. (4) Automobile liability insurance covering losses for owned, nonowned or hired vehicles including comprehensive and collision coverage with a limit of not less than $2,000,000 per occurrence.

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(5) Comprehensive crime insurance including employee theft, premise, transit and depositor's forgery coverage with limits as to any given occurrence of $1,000,000. (6) Umbrella liability insurance with an annual aggregate limit of not less than $100,000,000. (b) The liability policies affording the coverages described in Subsections (a)(3), (a)(4) and (a)(6) above shall be endorsed to cover City and its employees, agents, directors and officers as additional insureds. Contractor shall deliver certificates of insurance to City and renewal policies shall be obtained, and certificates delivered to City, at least fifteen (15) days prior to expiration. The certificates of insurance shall state that the issuing company shall endeavor to mail thirty (30) days prior written notice to the certificate holder should any of the policies be cancelled prior to the expiration date.

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7. INDEMNIFICATION. Without limiting the scope of Contractors indemnification of the City under the Agreement, Contractor shall defend, indemnify and hold harmless the City from and against any and all costs, expenses, losses, liability, claims, judgments and demands (collectively, Loss(es)) caused by the Contractors breach of the Agreement or caused by the negligence of Contractor, its employees, agents or contractors. The City shall give Contractor prompt written notice of any Loss for which the City seeks indemnification hereunder. 8. UTILITIES. City agrees, at its expense, to provide to points of use such utilities as Contractor may require for the installation and operation of the Meters. Contractor agrees to pay charges for all utilities associated with the operation and maintenance of the Meters. PERMITS AND LICENSES. Contractor agrees to obtain all permits or 9. licenses necessary for its operation, and City agrees to assist Contractor in obtaining such permits or licenses upon request. 10. NOTICES. Any notice or communication required to be given to or served upon either party under the Agreement shall be given or served by personal service or express delivery or by mailing the same, postage prepaid, by United States registered or certified mail, return receipt requested, at the following addresses: TO CITY: City of Lawrence Attn: Patrick Blanchette Chief Economic Development Director 200 Common Street, 3rd Floor Lawrence, MA 01840

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TO CONTRACTOR:

Standard Parking Corporation Attn: Legal Department 900 N. Michigan Avenue, Suite 1600 Chicago, IL 60611 Standard Parking Corporation Attn: Michael Tepper, Senior Vice President 100 Summer Street, Suite 1600 Boston, MA 02110

With copy to:

Either party may designate a substitute address at any time hereafter by written notice thereof to the other party.

END OF SCHEDULE A

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Schedule A-1

Attach Initial Rate Schedule

$1.00 per hour (or $0.25 per 15 minutes).

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SCHEDULE B COMPENSATION AND METHOD OF PAYMENT

1. CONCESSION FEE. As consideration for the Citys grant of the onstreet parking services concession to Contractor under the terms of the Agreement, Contractor hereby agrees to pay the total of the following fees (collectively, the Concession Fee) to the City: (a) A Base Fee of $400,000 per Agreement Year (defined below). The Base Fee for the first Agreement Year shall be due and payable in lump sum, within ten (10) days after the date of complete execution and delivery of the Agreement or the Commencement Date, whichever date shall occur last. The Base Fee for the first Agreement Year shall be amortized on a straight line basis over the first Agreement Year. If the Agreement should for any reason terminate prior to expiration of said amortization period, then the City shall reimburse to Contractor the unamortized balance of the first Agreement Years Base Fee. Payment shall be due upon the effective date of such early termination. The Base Fee for all Agreement Years subsequent to the first Agreement Year shall be paid in equal monthly installments of $33,333.33 per month, on or before the 15th day of each month for the current month. A Percentage Fee equal to ninety percent (90%) of all Gross Receipts (defined below) in excess of the Gross Receipts Threshold as defined below for each Agreement Year: (i) (ii) (iii) (iv) (v) First Agreement Year: Second Agreement Year: Third Agreement Year: Fourth Agreement Year: Fifth Agreement Year: $1,400,000; $1,442,000; $1,485,260; $1,529,818; $1,575,712.

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The Percentage Fee, if any shall be due, shall be paid within thirty (30) days after the end of each Agreement Year (or partial Agreement Year, as applicable) and each such payment shall be accompanied by a statement of the Gross Receipts collected by Contractor in the preceding Agreement Year (or partial Agreement Year, as applicable).

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In the event of a partial Agreement Year (for example, if the Agreement should terminate for any reason prior to expiration of a full Agreement Year), the Gross Receipts Threshold shall be reduced pro rata for such partial Agreement Year. Agreement Year shall mean the first consecutive period of 12 months commencing with the Commencement Date and each successive 12 month period thereafter during the Term hereof. 2. GROSS RECEIPTS. Gross Receipts shall mean all sums collected by Contractor from Meters and all other on-street parking fee collections by Contractor within the areas designated in Schedule A-2 of the Agreement, less any applicable sales, use, excise, occupancy, gross receipts, parking tax, or any other tax or charge collected by Contractor on behalf of and payable to the tax collector (Sales Taxes). All Gross Receipts shall be collected and retained by Contractor, subject to Contractors obligations hereunder, including payment of the Concession Fee. 3. REPORTING. Within fifteen (15) days after the end of each month, Contractor shall mail to the City a statement showing all Gross Receipts collected in the preceding month. After the first Agreement Year, payment of the Base Fee for the preceding month shall accompany submittal of such statement. Within thirty (30) days following the last month of each Agreement Year, or within thirty (30) days after termination of this Agreement (if this Agreement should not terminate upon expiration of a full Agreement Year), Contractor shall mail to the City a statement showing all Gross Receipts collected in the preceding Agreement Year or partial Agreement Year (as applicable). Contractor shall keep complete and accurate reports and records (collectively, the Records) of Gross Receipts collected pursuant to the Agreement. Such Records shall be kept in accordance with good accounting practices. Contractor shall permit the City to inspect Contractor's Records at Contractors offices during reasonable business hours. Expressly excluded from the Records available for inspection are any Records or portion thereof containing sensitive credit card data or proprietary or confidential information. The record retention period shall continue throughout the Term and for three (3) years thereafter. The audit and inspection rights set forth in this Schedule B are in addition to any audit and inspection rights set forth in the Agreement. 4. BASE FEE ABATEMENT. The Base Fee shall be subject to abatement under the following circumstances: (a) If any portion of the on-street parking spaces shall be taken or condemned in the exercise by governmental authority of the power of eminent domain or otherwise removed from paid public parking by the City or other governmental authority, then the Base Fee shall be reduced commencing with the date of such taking or removal. Such reduction shall be effective

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or the period of such taking or removal in proportion to the number of spaces taken or removed. (b) It is understood by the parties that, although it is unlikely, events may occur during the Term of this Agreement which are beyond the reasonable control of Contractor, which will result in a reduction of Gross Receipts collected from the on-street parking services. Such events include, but are not limited to: (i) Any street subject to this concession and containing on-street parking spaces is closed for at least seven (7) days. Any interference with ingress or egress to the on-street parking spaces managed by Contractor. Labor disputes, civil commotion, acts of war, terrorist acts, acts of God, natural disasters or other casualty. Any law, rule, regulation, proclamation, order or similar action by any governmental official or regulatory body restricting the sale or supply of petroleum products. The construction or expansion of City-operated or privatelyoperated off-street motor vehicle parking facilities in the vicinity of the on-street parking spaces managed by Contractor. An offstreet parking facility shall be deemed to be in the vicinity of the Contractor-managed spaces if it is located within one-half mile of any of the blocks identified in Schedule A-2 (or any revised Schedule A-2 that the parties may agree upon).

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If Gross Receipts are reduced by two and one-half percent (2.5%) or more over a period of at least five (5) business days commencing with the first business day after the day on which the event occurred as compared with the five (5) business days immediately preceding such event, then Contractor, upon written notice to City, may elect to have the parties negotiate, in good faith, a reasonable reduction in the Base Fee in a manner and to an extent reasonably related to the reduction of Gross Receipts following such event including, without limitation, the period such reduction shall be in effect. If the parties cannot reach an agreement within said thirty (30) days of the date of Contractors written notice to renegotiate the Base Fee, then Contractor may, at its option, terminate this Agreement by giving ten (10) days' prior written notice of termination to the City.

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SCHEDULE C DELIVERABLES AND SCHEDULE Contractor shall provide the following equipment and improvements (collectively, the Equipment): 1. Contractor shall lease the 120 multi-space parking meters described in Schedule C-1 attached hereto (the Meters) from CALE Parking Systems USA, Inc. for a period of 60 months. Upon expiration of the lease, if this Agreement is still in effect as of such date, ownership of the Meters shall be transferred to the City. Contractor shall be responsible for all payments under such lease, estimated to be $133 per unit per month; however, if the Agreement should for any reason terminate prior to expiration of such lease, then Contractor shall arrange for transfer of ownership of the Meters to the City and the City shall pay to Contractor the greater of (i) the aggregate outstanding lease payments for all Meters subject to such lease and (ii) the written down cost (as set out in the accounts of Contractor) of such Meters. Payment shall be due upon the effective date of such early termination and transfer of ownership shall be effective as of Contractors receipt of payment. The Meters shall be installed by Contractor or its subcontractors on the streets and blocks identified in Schedule C-2 attached hereto. The City hereby grants to Contractor, its equipment vendors and lessors and subcontractors (if any) a limited license to access the streets referenced in Schedule C-2 prior to the Commencement Date hereof for the purpose of installing the Meters and pads for such Meters, as well as the Signage (defined below). Contractor agrees to minimize all interference with public rights of way in undertaking the Meter and Signage installation. 2. Contractor shall provide a sign package for the pay and display meters only plus poles and regulation/placard signs (collectively, the Signage). The total cost of the Signage, including installation, estimated at $145,000 shall be amortized on a straight line basis over a period of 36 months. Illustrations of sample Signage are attached hereto as Schedule C-3. If the Agreement should for any reason terminate prior to expiration of said amortization period, then Contractor shall transfer ownership of the Signage to the City and the City shall pay to Contractor the unamortized balance of the Signage cost. Payment shall be due upon the effective date of such early termination. Contractor shall lease two (2) vehicles, at an estimated cost of $18,000 per year, for use exclusively in providing the services hereunder. The vehicles

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to be leased (the Service Vehicles) are described in Schedule C-4 hereto. Contractor shall be responsible for all payments under such lease(s); however, if the Agreement should for any reason terminate prior to expiration of such lease(s), then Contractor shall arrange for transfer of ownership of the Service Vehicles to the City and the City shall pay to Contractor the aggregate outstanding lease payments for such Service Vehicles. Payment shall be due upon the effective date of such early termination and transfer of ownership shall be effective as of Contractors receipt of payment.

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Schedule C-1

MP104CompactTechnicalDataProductSpecificationsReferenceTable(PSRT)2011 TechnicalSpecifications ProductParameter CABINETANDPEDESTAL Dimensions(HxWxD)1670x410x300mm(65.7"x 16"x11.8"): Construction2mm(0.08")LDX2101Duplexstainless ENStandardistheEuropeanStandard steel inEnglish.EN2333isthestandardset SSEN2333 forstainlesssteel. Vaultdesign: Door2doorsecuritydesign Sidesteel3mm(0.118") Cashvaultdoor4mm(0.16")armoredsteel Lockingplates6pointlockingmechanism ENstandardistheEuropeanStandard Drillprotection inEnglish...EN12414isthestandard Weight8590kg(187200pounds) setforPayandDisplayEquipment. PaintPowdercoatedwithantigraffitipaint ComplianceEN12414

ENVIRONMENTALCONDITIONS

ELECTRICALDATA

DATA

INTERFACES PAYMENT

OPERATION

RECEIPTPRINTER

Operatingtemperature: Solar22Fto140F) RelativehumidityUpto99.9% Battery12V55AHDC* Solar10.5W** Datastorage1MBstaticRAM TransactionsstorageUpto2MB Transactionbackup5000latesttransactions Standard2xRS232,2xPCcardslots MagstripecardsSwipeandinsertionreaders Chip/smartcardsSupported Coinverifier15cointypes,3toleranceranges CoinslotUniquemechanicalcoinslotshutterwith inductiveloop. Escrowvolume0.2l(6.8ounces) Coinboxvolume4.6l(155ounces),withSW controlledoverfillprotection PushbuttonsMagneticallyactuatedReedswitches KeypadInternal:Mechanicalstroke Display4linesx20charactersperline Lightsensor 2programmableLEDs: Yellow(warning)Red(alarm) PrintertypeThermoelectric CapacityUpto3000perrefill CharactersProportionalfont,upto80char/line Papercutter:

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COMMUNICATION

NETWORK

CENTRALADMINISTRATION *)Periodofoperationdependsonticketpurchasevolumes. **)Operationtimeonbatterydependsonsizeandpositionofthesolarpanelandthe geographicallocation.

completecutting selfsharpening Taketicketsensor GPRSsupported TypeofdataTransactions,tariffs,parameters, statistics,alarms,messages,etc. No.ofnodesUpto10 ApplicationsMEMOandRealTime Payment(shareddatabase) SoftwareWEBOFFICE

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Schedule C-2

Phase I Description of Streets & Blocks Where Meters Are To Be Installed (To Be Revised as Agreement is Fully Implemented)

Lawrence Street from Essex to Park Broadway Essex to Methuen city line Essex Street from Union Street to Broadway Jackson Street from Common to Haverhill Street Common Street from Broadway to Union Street

Phase I Map Attached.

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Schedule C-3

Attach Description of Signage

24H X 36W - $39.95 each (two sided)

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Schedule C-4

Attach Description of Service Vehicles

One (1) Ford Transit Connect One (1) Smart Pure Coupe

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SCHEDULE D

LEGISLATION ENACTED BY THE COMMONWEALTH OF MASSACHUSETTS, EFFECTIVE JULY 1, 1983, REQUIRES THAT THE ATTESTATION BELOW BE SIGNED.

ATTESTATION Pursuant to M.G.L. Ch. 62C, Sec. 49A, I certify under the penalties of perjury that I, to my best knowledge and belief have filed all state tax returns and paid all state taxes required under law.

*Signature of Individual or Corporate Name (Mandatory)

**Social Security Number (Voluntary) or Federal Identification Number

By:_________________________ Corporate Officer (Mandatory, if Applicable)

Date:______________________________

Approval of a contract or other agreement will not be granted unless this certification clause is signed by the applicant. Your social security number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment of obligations. Providers who fail to correct their non-filing or delinquency will not have a contract or other agreement issued, renewed, or extended. This request is made under the authority of Mass. G.L.C. 62C, S. 49A.

**

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SCHEDULE E STATEMENT OF GOOD STANDING

In accordance with State and Federal regulations, I ______________________________ hereby certify that we are not disbarred, suspended or otherwise excluded from receiving funds or bidding on any project by any State or Federal agency.

___________________________________ Signature

________________________ Date

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SCHEDULE F CERTIFICATE OF CORPORATE AUTHORITY

Attached.

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SCHEDULE G

CERTIFICATE OF NON-COLLUSION

The undersigned certifies under the penalties of perjury that this bid or bid has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word person shall mean any natural person, business partnership, corporation, union, committee, club or other organization, entity or group of individuals.

___________________________________ Signature of person submitting contract/bid

________________________ Date

___________________________________
Name of Business

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**SIGNATORIES**

IN WITNESS WHEREOF the parties hereto have executed this Agreement in quadruplicate as of the day first written above in the City of Lawrence, Essex County, Massachusetts.

CONTRACTOR Standard Parking Corporation By______________________________ Date

CITY OF LAWRENCE Reviewed and Authorized by:

By____________________________ Department Head Date I hereby certify this contract complies with the provisions of M.G.L. Chapter 30B:

By______________________________ Procurement Officer Date

By____________________________ Mayor Date

APPROVED AS TO FORM:

By_______________________________ City Attorney Date

I hereby certify that an appropriation is available for and encumbered against this contract in the amount of: $ Fund Account

By____________________________ Comptroller Date

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