Exhibit B

Addendum to SchlumbergerSema Contract,

Furnishing Pay Stations and Services

1.  Data

All data generated from City operated pay stations remains the property of the City. The Contractor shall not use the data for any other purpose than to provide contracted services without express written permission from the City.

2.  Performance standards

A.  Hardware

The average failure rate for pay stations shall not exceed one failure per machine, per year. A machine failure shall be defined as an out-of-order condition (unit displaying a red indicator light). Out-of-order conditions caused by vandalism, minor system failures (i.e., battery failure, blown fuse, and other failures that are minor in nature), or negligence on the part of City employees will not be considered machine failures.

Each newly installed pay station will be monitored for faults and/or defects during a sixty (60) day burn in period. Following that period, failures of any hardware components resulting in that pay station being out of service will count against the overall standard.

The City shall have the right to exercise the five-year warranty clause in the contract to remedy machine failures. In addition, the City has the right to demand that a pay station be replaced within 24-hours in the event that the machine experiences either a system failure that cannot be corrected in the field, or is determined to have chronic equipment failures. A machine that is deemed to have chronic equipment failures is a machine that has had three equipment failures (as defined above) in any calendar year.

The Contractor is responsible for any installation costs involved in replacing a pay station that cannot be repaired in the field or has chronic equipment failures (as defined above). Replacement of a pay station does not constitute removal from the performance requirement for overall failure.

In the event that more than 1 percent of the installed machine base (minimum of 100 units in operation) exceeds the established average failure rate following 425 days of operation, the City shall have grounds for contract termination.

In the event that a design flaw is identified during the warranty period, any required hardware or software replacements or site labor costs will be at the Contractor’s cost. The Contractor is required within 30 to communicate in writing the plan to correct the flaw and to perform such correction.

B.  Software and Monitoring

Contractor shall prepare on a monthly basis reports that describe hardware and software performance including, but not limited to, data transfer rate, the response time to system queries and access availability (including, but not limited to, website availability).

Falling short of the standards on data transfer, information access, response time and availability (standards included in proposal dated October 5, 2001) more than 25% of the time shall be grounds for contract termination

3.  Residual value of components replaced in technological upgrade

City and Contractor have agreed upon the following schedule of residual value for all pay station components:

Contractor will have the right to provide a list of components that will not have residual values. The list must be reasonable. Contractor’s list and associated reasoning must be provided to the city prior to the first install of pay stations. Any updates to the list must be provided with a minimum of 90 days notice.

4.  System security and performance

Contractor shall take full advantage of improvements and upgrades to protect City data in the Contractor’s charge. City and Contractor shall conduct an annual review of the data system, including security, performance, data transfer rate, response time to system queries, access availability and monitoring reports. Contractor will report on what upgrades and improvements will be implemented during the next year, and Contractor will report on any upgrades that are desirable and feasible to meet the highest standard of system security and performance.

5. Public outreach and support

Contractor will provide corporate resources to partner with the City to design and implement an education and outreach program. Those resources include, but are not limited to, up to 2 marketing/communications personnel. In addition, the contractor will provide the City $40,000.00 that will be used to help fund the City’s education and outreach program.

6.   Performance Bond

The City waives the requirements for a performance bond under this contract.

7.  Options – future development

In the event that optional features, as described in the bid document, are contemplated, City and Contractor shall develop performance standards, negotiate the price of the option(s) and applicable residual value and a schedule for implementation.

8.  Subcontracting

In the event that the Contractor intends to utilize subcontracted services or products, City and Contractor shall jointly agree on the selection of all subcontractors. Contractor retains overall responsibility for hardware and software system performance.

9.  Installation

The City at its discretion may require the Contractor to install pay stations. The Contractor shall provide unit costs for the installation of pay stations. Contractor shall provide the City with a schedule of costs on or before February 1, 2002.

City will determine the schedule for installation of pay stations and will provide such schedule on an annual basis. Any changes to the schedule by the City must be issued in writing and provided a minimum of 90 days prior to the affected change.

10. Pay Station Configuration and Features

A.  Color choice – Contractor shall provide pay stations in Deep Forest.

B.  Configuration - Contractor shall provide pay and display configuration (mode of operation).

C.  Features available at rollout:

▪  Foreign language button, Spanish

▪  Maximum Pay Button

▪  Display “Reserved” or “No Parking” message, but accept no money

D.  Features available at a future date:

▪  Truck loading zone payment button - function is accessed through both a function button and a smart card (want this capability in 12-18 months)

▪  Citation Payment button (want within the first year)

11. Prior approval by City of all publicity and media items.

City reserves its right of prior approval on all publicity and media materials released in conjunction with this contract.

12.  Dispute resolution – Arbitration

Any dispute arising out of or in connection with this Agreement, which is not settled by mutual agreement of the Contractor and the City within thirty (30) days of notification in writing by either party, shall be submitted to an arbitrator. Each party shall nominate one arbitrator and a third arbitrator shall be mutually agreed upon by the parties. The arbitrator shall be selected from list of nominees within fifteen (15) days from the expiration of the thirty (30) day period following notification of the dispute. The arbitration, and any litigation arising out of or in connection with this Agreement, shall be conducted in Portland, Oregon, shall be governed by the laws of the State of Oregon, and shall be as speedy as reasonably possible. The applicable arbitration rules for the Multnomah County courts shall apply unless the parties agree in writing to other rules. The arbitrator shall render a decision within forty-five (45) days of the first meeting with the Contractor and the City. Insofar as the Contractor and the City legally may do so, they agree to be bound by the decision of the arbitrator. In the case of a pay station that exceeds the standard failure rate, the disputed device would be replaced immediately and the arbitrator would decide payment for the cost of replacement.

Notwithstanding any dispute under this Agreement, whether before or during arbitration, the Contractor shall continue to perform its work pending resolution of a dispute, and the City shall make payments as required by the Agreement for undisputed portions of work.

13.  Credit/Smart card reconciliation services

City reserves the right to have the Contractor provide reconciliation services. Contractor shall research the service options and costs and provide the City with the information by March 1, 2002.

14.  Lower unit price of monthly operation when City purchases in excess of 900 pay stations

In the event that the City purchases in excess of 900 pay stations, Contractor agrees to negotiate a monthly fee for Parkfolio services that would be less than that specified in Contractor proposal dated October 5, 2001. The lower monthly fee will be negotiated and commence after the 901st pay station has been operational for 30 days.

15. Designated contract administrator

City administration of this contract is the responsibility of the Portland Office of Transportation Parking Operations Manager or his designee.