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NEW CUSTOMER
AGREEMENT
Date Created:
April 19, 2023
Created For:
City of National City, CA
.*
7737 Kenamar Court
San Diego, CA 92121
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AGREEMENT TO PURCHASE PARKING TECHNOLOGY
AND RELATED SERVICES
This Agreement To Purchase Parking Technology And Related Services ("Agreement") is made
effective April 19, 2023
.._._._(the "Effective Date"), by and between City of National City ,
a MUNICIPALITY (the 'MUNICIPALITY"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS"), with
reference to the following:
RECITALS
A. MUNICIPALITY is a duly organized and validly existing under the laws of the State of California with the
power to carry on its business as it is now being conducted under the statutes of the State of California
E. IPS is a Pennsylvania corporation that is qualified to do business in the State of California. IPS markets
and supports a variety of parking technologies, hardware, software and related services.
C. MUNICIPALITY IPALITY and IPS desire to enter into this Agreement for IPS to deliver and install its parking
technology hardware (the "Equipment") and related software services (the "Services", and collectively
"Equipment and Services") to the MUNICIPALITY upon the terms and conditions set forth below, The
Equipment and Services are described in Attachment A.
Now, therefore, the parties agree as follows:
TERMS AND CONDITIONS
I. Term of Agreement.
1.1, The term of the Agreement means the period from the Effective Date above and will be in effect on
a month -to -month basis subject to the city's right to terminate the Agreement by giving one(1)
calendar month's written notice to IPS.
. IPS Services.
.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services
described in Attachment A as directed by the MUNICIPALITY. In the case of any conflict, the Terms
and Conditions section of this agreement shall supersede information contained in the Attachments
or Exhibits contained herein.
3. MUNICIPALITY ICIPALITY Services & Responsibilities. The MUNICIPALITY agrees to:
.1, Make available to IPS any currently existing documents, data or information required for the
performance of this Agreement, including any material updates therein.
3.2. Designate a representative authorized to act on behalf of the MUNICIPALITY.
3.3. Keep, at its own cost and expense, the Equipment in good repair, condition and working order,
adhering to any requirements for preventative maintenance.
3A. Notify IPS of any need for customer service support or warranty repair work and will coordinate the
return process with IPS.
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3.5. Comply with applicable national, state, and local laws and regulations in any way relating to the
possession or use of the Equipment and Services.
4. Equipment Delivery, Installation and Acceptance.
4.1. IPS shall deliver new, fully tested Equipment. No used or previously owned Equipment will be
allowed unless otherwise agreed to in writing by the MUNICIPALITY.
4.2. Delivery and installation of all Equipment will take place during standard business hours.
4.3. Unless otherwise stated to the contrary, all prices for delivery of Equipment are FOB San Diego.
4.4. Unless otherwise notified in writing, the Equipment shall be deemed accepted by the
MUNICIPALITY and to its satisfaction no later than ten (10) business days following completed
installation or thirty (30) days following delivery, whichever occurs first,
. Compensation
5.1. The MUNICIPALITY IPALIT will compensate IPS for the IPS Equipment and Services, as set forth in
Attachment B.
.2. MUNICIPALITY further agrees to pay to IPS the amounts specified in Attachment B on a Net 30
basis from the date of invoice.
5.3. For any merchant accounts held by IPS for the benefit of the MUNICIPALITY, IPS shall be entitled
to withhold any banking, interchange, gateway, convenience, service, merchant account, or other
monthly fees when remitting a monthly net amount to the MUNICIPALITY.
5A. Payment for the Equipment shall be due and paid upon delivery of each batch or invoiced line item
of Equipment to the MUNICIPALITY.
5.5. MUNICIPALITY agrees to promptly notify IPS in writing of any dispute with any invoice, and those
invoices for which no such notification is made within 10 business days after receipt of the
respective invoice shall be deemed accepted by the MUNICIPALITY.
ICIPALITY.
5.6. MUNICIPALITY shall pay interest on any invoices amounts with are unpaid after 45 days at a rate
of 1.5% per month 18,0% per year, effective rate) and the maximum allowable by law, whichever
is less, from the date such amounts become due. For amounts that are in excess of 90 days past
due, MUNICIPALITY agrees to pay all costs incurred by IFS to collect any overdue amounts.
5.7. All pricing excludes any taxes that may be applicable to the MUNICIPALITY. Any applicable taxes
will be added to invoices and will be paid by the MUNICIPALITY on submission of an invoice.
Exemption from the payment of applicable taxes shall be provided by the MUNICIPALITY in writing.
The MUNICIPALITY indemnifies IPS against any claim for payment of any such taxes.
.3. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by
the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers
(CPI-U) for the U.S. MUNICIPALITY IPALITY Average. Such pricing adjustments shall require 90 days' prior
notice,
6. Rik and Title.
.1. IPS shall bear risk of loss of the Equipment, including any damage sustained during transportation
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to the delivery site. Risk in the Equipment shall pass to MUNICIPALITY upon delivery. Transfer
of title to Equipment shall only pass to MUNICIPALITY upon full payment for the Equipment.
7. Warranties.
7.1. IPS shall provide a limited 12-month warranty on the Equipment as described in Attachment C,
being the IPS Limited Warranty. Extended warranties are available for an additionalfee,
7, . IPS shall provide technical support via telephone Mondays through Fridays from 8:00 AM to 4:00
PM PST. IPS can provide on -site services at the MUNICIPALITY's request. Lead times and costs
for such services will be provided at the time of the request. IPS shall ensure the availability of
current manuals and shall provide all manuals for any future upgraded or new services to the
MUNICIPALITY.
7.3. Wireless Coverage & Longevity: IPS does not operate a mobile wireless network, but relies on third
party carriers for this service, MUNICIPALITY agrees that it is not a 3rd party beneficiary from any
agreements between IPS and its carrier partners, and as there is no direct contract between the
MUNICIPALITY and the carrier for this Agreement, the wireless carrier shall have no liability of any
kind created by this Agreement. Carriers from time to time may change coverage areas, wireless
technology platforms or make other network changes that are not within the control of IPS. During
the term of this Agreement, IFS shall provide the MUNICIPALITY the ability to upgrade or change
carriers as needed at the prices contained herein or at such prices as may be agreed. Any such
change or upgrades shall be at the sole cost and discretion of the MUNICIPALITY.
7.4. IPS warrants that the software Services will substantially conform to the applicable scope of work.
IPS does not warrant that the software Services will operate uninterrupted or error -free. IPS will
use commercially reasonable efforts to deliver to the MUNICIPALITY software Services free from
any viruses, programs, or programming devices designed to modify, delete, damage or disable the
software Services or MUNICIPALITY data.
7.5. MUNICIPALITY warrants that it shall not share usernames or passwords to allow any 3rd party,
including but not limited to consultants, agents, or any other individuals, to gain access to
Equipment and Services of any kind without the written permission of IPS. MUNICIPALITY further
agrees to not do anything that could potentially compromise the security of IPS Equipment and
Services or use IPS Equipment and Services in any manner which could violate local, provincial,
state or federal law.
7.6. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE 1PS'S SOLE AND
EXCLUSIVE WARRANTIES, IPS AND ITS 3RD PARTY SUPPLIERS PROVIDE SOFTWARE
SERVICES "AS IS". THE EXTENT OF IPS S LIABILITY FOR A WARRANTY CLAIM IS LIMITED
TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE
SOFTWARE SERVICE. IPS DOES NOT PROVIDE E ANY WARRANTY OF ANY KIND D WITH
REGARDS TO 3RD PARTY EQUIPMENT, WIRELESS COVERAGE OR SOFTWARE E SERVICES,
WHETHER SUPPLIER IN CONNECTION WITH THIS AGREEMENT T R OTHERWISE. IPSAND
ITS 3RD PARTY SUPPLIERS AFFIRMATIVELY ELY EXCLUDE ANY AND ALL OTHER WARRANTIES,
CONDITIONS, R REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH
RESPECT TO THE EQUIPMENT AND/OR SERVICES PROVIDED INCLUDING ANY AND ALL
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IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, TABILITY, OR FITNESS OR
SUITABILITY FOR ANY PURPOSE (WHETHER R NOT IPS KNOWS, HAS REASON TO
KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE)
WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.
7.7. The provisions of this Section will survive expiration or termination of thisAgreement.
R Intellectual Property and Ownership.
8.1. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use all
intellectual property embodied, practiced or employed in IPS Equipment and Services being used
by the MUNICIPALITY pursuant to this Agreement,
8.2. IPS hereby grants the MUNICIPALITY, including its departments, commissioners, officials, officers,
employees, consultants, and agents (collectively, "MUNICIPALITY") IPALITY") all the rights and licenses
required to use IPS Equipment and Services. Such rights and licenses are limited, non -assignable,
non -transferable and non-exclusive, and solely for the MUNI IPALiTY's internal use for the specific
purposes of this Agreement.
8.3. All pre-existing and independently developed intellectual property (including copyrights), and any
derivation thereof, including but not limited to designs, models, inventions, processes,
methodologies, software, associated documentation, software upgrades, modifications and
customizations, copyrightable material and other tangible and intangible materials authored, and
combinations thereof, prepared, created, made, delivered, conceived or reduced to practice, in
whole or in part, by IPS and provided to the MUNICIPALITY "Pre -Existing and Independently
Developed iP" will at all times remain the sole and exclusive property of IPS and/or its vendors.
Nothing in this Section or elsewhere in this Agreement shall be construed as assigning, selling,
conveying, or otherwise transferring any ownership rights or title in IPS's Pre -Existing and
Independently Developed IP.
8.4. IPS understands the nature of public information and the requirement for the MUNICIPALITY to
adhere to all rules and laws that apply to public information, such as the Freedom of Information
Act, Public Records Acts, and the like. Should the Municipality be obliged to disclose any
information relating to the Equipment, the Services or any Confidential Information concerning IPS,
the Municipality undertakes to give IPS prior written notice of its intention to do so and to afford IPS
sufficient time in which to launch injunctive proceedings.
8.5. The MUNICIPALITY agrees that it shall not knowingly agree, whether directly or indirectly, to sell,
loan or rent any equipment or allow any third party to gain access to Equipment, software, back -
office software, reporting or documentation provided by IPS for any purpose, including but not
limited to the purposes of inspection, benchmarking or reverse engineering or evaluation without
the prior written consent of IPS, or as mandated by applicable law or any binding order of Court.
8.6. The provisions of this Section will survive expiration or termination of thisAgreement.
r Confidential Inforation.
9.1. "Confidential information" shall mean, without limitation, all strategic information, business plans,
data, sketches, drawings, pictures, business records, customers lists, marketing plans, policies and
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procedures, pricing, product information, drawings, source code, API documentation, designs,
specifications, information relating to processes, technologies, methodologies, concepts or theory
and any or all other information which may be disclosed by the disclosing party to the recipient that
may reasonably be considered to be proprietary and non-public data, including correspondence
both written and verbal and identified as "confidential" or which could reasonably be determined as
confidential.
9.2. The recipient acknowledges the competitive value and confidential nature of the Confidential
Information and the damages that would result to the disclosing party if any such information were
disclosed or misused, therefore, recipient will keep Confidential Information protected, utilizing the
same level of care and discretion that is used by the recipient to protect similar sensitive
information, and shall not be disclosed by the recipient in any mannrwhatsever.
9.3. The recipient shall have no non -disclosure obligation hereunder with respect to any Confidential
Information which (A) has been legally made public, other than by acts of the recipient in violation
of this Agreement or (B) was or becomes independently known or available to the recipient, on a
non -confidential basis, from a source other than the disclosing party and which is not subject to any
restrictions or disclosure or (C) is independently developed by the receiving party, such
independent development being reasonably documented or (D) is disclosed with written permission
by the disclosing party or (E) is obligated to be produced where required by a court order.
9.4. The recipient shall notify the disclosing party promptly of any loss, misuse or misappropriation of
the Confidential Information. Recipient agrees that no license, either expressed or implied, is
hereby created or granted to recipient by disclosing party to use any of the Confidential Information.
All rights and title to the Confidential Information shall remain in the disclosing party.
10. Dispute Resolution.
10.1. If any dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree to
meet and confer and negotiate in good faith prior to initiating a suit for damages. However, this
Section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek
injunctive relief. Either party may make a written request for a meeting between representatives of
each party within 14 calendar days after receipt of the request or such later period as agreed by
the parties. Each party shall include, at a minimum and to the extent possible, one senior level
individual with decision making authority regarding the dispute. The purpose of this and any
subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within 30
calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the
dispute, they will proceed directly to mediation via a mutually agreed third party, with the cost of
mediation equally shared between the MUNICIPALITY IPALITY and IPS or as otherwise agreed to between
the parties. Negotiation may be waived by a written agreement signed by both parties, in which
event the parties may proceed directly to mediation as described above.
11. Termination of Agreement for Cause.
11.1. If either the MUNICIPALITY ICIPALIT or IPS violates any material term or condition of this Agreement or fails
to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved
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party may give the other party (the "responsible party") written notice of such failure or violation.
The responsible party will correct the violation or failure within 30 calendar days or as otherwise
mutually agreed. If the failure or violation is not corrected, this Agreement may be terminated
immediately by written notice from the aggrieved party. The option to terminate will be at the sole
discretion of the aggrieved party and shall not affect the aggrieved party's right to claim damages.
12. Insurance.
12.1. IPS agrees to obtain and maintain during the term of this Agreement the following minimum
insurance, Certificates of Insurance: Prior to commencing work under the Agreement, IFS agrees
to furnish Certificates of Insurance coverage as set forth below. The premiums for such insurance
shall be paid by IPS,
12.2. Commercial General Liability.
i. Minimum Limits: IPS shall obtain minimum limits of $1,0005000.00 each occurrence for bodily injury
and property damage, $27 00,000. 0 general aggregate, $1,000,000.00 products/completed
operations aggregate, and $1,000,000.00 personal and advertising injury. The general
aggregate limit shall apply on a "Per Project" basis. These minimum limits may be obtained by
a primary liability policy, umbrella/excess liability policy, or any combinationthereof.
ii. Additional Insured: If IPS is required to indemnify certain parties, then IPS shall include such
indemnified parties as additional insureds under its Commercial General Liability Policy for
liability due to IPS's negligence resulting from IPS's work for the indemnified parties. A copy of
the additional insured endorsement shall accompany IPS's certificate of insurance.
12.3. Automobile Liability, including bodily injury and property damage coverage.
i. Minimum Limits: IPS shall obtain minimum limits of $25000,000.00 each occurrence for all owned,
hired, and non -owned vehicles written on a policy form equivalent to Insurance Services Office
coverage form CA 0001. These minimum limits may be obtained by a primary liability policy,
umbrella/excess liability policy, or any combination thereof.
12.4. Workmen's Compensation. IPS shall obtain Worker's Compensation in accordance with Federal
and State Laws for all States in which work is performed.
i, Waiver of Subrogation: IFS shall provide a waiver of subrogation with respect to workers
compensation in favor of the MUNICIPALITY. . A copy of the endorsement shall be attached to
the certificate of insurance.
12.. Employer's Liability Coverage. IPS shall obtain Employers Liability Coverage of at least
$15000,000.00 each accident, $1,000,000.00 disease policy limit and $1,000,000.00 disease each
employee.
12.6. Professional [E O], Data Breach, and Cyber Liability. IPS shall maintain Professional E , Data
Breach Liability, and Cyber Liability coverage in the amount of not less than $2,000,000.00 per
claim. Coverage may be written on a claims made basis.
12.7. Cancellation: IPS shall provide to the Municipality 30 days' notice in the event of cancellation,
termination, or non -renewal without replacement. This notice shall be 10 days in the event
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cancellation for non-payment of premium.
12.8. Carrier Rating: All carriers must have an AM Best rating of no less than A IX.
13. Indemnification and Limits of Liability
13.1. IPS agrees to defend with counsel reasonably acceptable to the MUNICIPALITY and indemnify
MUNICIPALITY, its elected and appointed officials, officers, agents, employees, contractors and
agents (collectively, the "Indemnified Parties") from and against losses, claims, expenses
(including, but not limited to, reasonable attorneys' fees), costs, liabilities or damages (collectively,
"Losses") arising from IPS's breach of its obligations under this Agreement, arising from IPS's acts
or omissions, for any Losses incurred by or asserted against any one or more or all of the
Indemnified Parties by reason of damage to property or injury to, or death of, any person, caused
by the acts, omissions, or negligence of IPS, its employees, agents or contractors. IPS shall not be
responsible for any Losses attributable to acts, omissions, or negligence of the Indemnified Parties,
including misuse or abuse of IPS Equipment and Services, nor for any Losses arising directly or
indirectly caused by acts of vandalism.
1 .. Notwithstanding the foregoing, this indemnification shall not apply to claims made by third parties
in instances in which (a) IPS simply followed the directions or instructions provided by
MUNICIPALITY; (b) MUNICIPALITY changed, modified or altered the services rendered or tasks
performed by IPS such that, absent MUNICIPALITY's actions, no such claims would have been
brought against IPS and/or MUNICIPALITY; or c the claims asserted by a third party derive from
the combination of technology and/or intellectual property of IFS when used with MUNICIPALITY's
owned or licensed technology and/or intellectual property such that, absent such combination, no
such claims could have independently been brought by or against IPS.
13.3. In order for MUNICIPALITY to obtain the indemnification from IPS specified herein, MUNICIPALITY
must: (a) promptly notify IPS in writing of the claims for which indemnification is sought; (b) provide
IPS with copies of all pleadings, writings and documents pertaining to such claim; (c) permit IPS to
control the defense of such claim and all settlement discussions in regards to resolving such claim;
and (d) provide reasonable cooperation to IPS in regards to the litigation or negotiation of a
resolution of such claim. Notwithstanding the foregoing sentence, IPS will not enter into any
settlement without MUNICIPALITY's prior written consent, unless all third party claims against
MUNICIPALITY are released without any further liability on MUNICIPALITY's part. This paragraph
shall survive the termination or expiration of this Agreement.
13.4. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IFS.
1 , . NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN
NO EVENT SHALL EITHER PARTY BE RESPONSIBLE NSIBLE FOR SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR
NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES,
ANTICIPATED RENVUES OR OTHER MONETARY Y LOSS, ARISING OUT OF OR RELATED TO
THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO,
WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL
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OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A PARTY, ITS AGENTS,
AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES ESENTATI IES (INCLUDING ANY CLAIMS
ARISING FROM INTERRUPTION OF OR OTHER DEFICIENCIES IN WIRELESS OR INTERNET
ET
SERVICES), AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES ES IN TORT,
CONTRACT, BREACH OF WARRANTY OR OTHERWISE. THE TOTAL CUMULATIVE
LIABILITY INCURRED BY IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE SOLELY
LIMITED TO THE AMOUNT PAID TO IPS IN AN AMOUNT EQUAL TO THE PRECEDING 6
MONTHS TOTAL FEES PRIOR TO THE CLAIM.
13.6. Both Parties acknowledge that the Limitations of Liability t forth above are fundamental elements
of this Agreement, without which neither Party would not have entered into thisAgreement.
14. Liens and Taxes.
14.1. MUNICIPALITY shall keep the Equipment free and clear of all levies, liens, and encumbrances,
except those created by this Agreement. MUNICIPALITY shall pay, when due, all charges and
taxes (local, state, and federal), which may now or hereafter be imposed in conjunction with this
Agreement.
15. Notices.
15.1. All notices under this Agreement must be in writing, shall refer to the title and effective date of this
Agreement, and shall be sufficient if given personally, sent and confirmed electronically, or mailed
certified, return receipt requested, postage prepaid, and at the address hereinafter set forth or to
such address as such party may provide in writing from time to time. Any such notice will be deemed
to have been received five days subsequent to mailing. Notices shall be sent to the following
addresses:
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IPS:
IPS Group, Inc.
7737 Knarniar Court
San Diego, CA 92121
Attn: Chad Randall
shad.randall@ip groupin . rn
tel: 858-4040-0607
See section 17 below.
MUNICIPALITY:
City of National City
1243 National City Blvd
National City, CA 91950
..• .
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1 . Relationship of the Parties.
16.1. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form
of association between the parties, and both Parties shall be and remain independent entities. Neither
Party has the right or authority, express or implied, to assume or create any obligation of any kind, or to
make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect
whatsoever, except as otherwise provided in this Agreement.
17. Assignment.
17.1. Should the MUNICIPALITY enter into an agreement with a third party for parking operations during the
term of this Agreement, IPS shall provide that operator the same rights, terms, and conditions as included
in this Agreement. Such assignment shall not be effective unless and until the MUNICIPALITY has
provided notice to the IPS of such assignment, and any such third party will be required to adhere to all
terms and conditions contained herein.
17.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly,
by operation of law or otherwise without the prior written consent of MUNICIPALITY, LITY, which shall not be
unreasonably withheld.
18. General Provisions.
18.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach
of the same or any other term, covenant or condition of this Agreement. No delay or failure on the part of
either Party to insist on compliance with any provision of this Agreement shall constitute a waiver of such
Party's right to enforce such provision, no matter the length of the delay. In the case of any granted waiver
by the consenting Party, which must be provided in writing, such waiver shall not constitute a waiver of
the same obligation or any other obligation under this Agreement.
18.2. Modification or Amendment. No oral modifications ifications shall be effective and nothing shall be deemed as a
modification of this Agreement unless provided in writing and signed by both Parties.
18.3. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the
subject matter hereof. Understandings, agreements, representations or warranties not contained in this
Agreement, or as written amendment hereto, shall not be binding on either Party. Except as provided
herein, no alteration of any terms, conditions, delivery, price, quality or specifications of this Agreement
shall be binding on either party without the written consent of both Parties.
18.4. Injunctive Relief. The Parties agree that a breach of the obligations in Section ("Intellectual Property and
Ownership") and Section 9 ("Confidential Information" may cause irreparable harm to the affected party,
the amount of which would be impossible to ascertain, and that there is no adequate remedy at law.
Notwithstanding the provisions of Section 10 "Dispute Resolution"), , and in addition to any other rights
and remedies it may have, the affected Party shall have the right to obtain an injunction from a court of
competent jurisdiction restraining such breach or threatened breach and to specific performance of any
provision of this Agreement, and both Parties agree that no bond or other security shall be required in
obtaining such equitable relief and consents to the issuance of such injunction and to the ordering of
specific performance without proof of actual damages.
18.5. Integration. This Agreement may be executed in multiple counterparts each of which shall be deemed an
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original, but all of such taken together shall constitute only one Agreement, superseding all prior
understandings, oral or written; and it is expressly understood, and that this Agreement does not obligate
either party to enter into any other or further agreements.
18.6. Governing Law. This Agreement shall not be construed against either Party regardless of which Party
drafted it. This Agreement shall be construed and enforced according to the laws of the State of California,
without regards to conflict -of -laws principles, and all local laws, ordinances, rules, and regulations.
18.7. Venue and Jurisdiction. The MUNICIPALITY ICIP LIT` and IPS agree that the venue shall be in San Diego County
California. Any litigation arising out of this Agreement may only be brought in either the United States
District Court, or the Superior Court of California, County of San Diego appropriate. The Parties agree that
venue exists in either court, or each Party expressly waives any right to transfer to another venue. The
Parties further agree that either court will have personal jurisdiction over the Parties to thisgreement.
18.8. Attorney's Fees. if any suit, action, arbitration or other proceeding is instituted upon this Agreement or to
enforce rights, judgments or otherwise pursue, defend or litigate issues, or any other controversy arises
from this Agreement, the prevailing Party shall be entitled to recover from the other party and the other
Party agrees to pay the prevailing Party, in addition to costs and disbursements allowed by law, such sum
as the court, arbitrator or other adjudicator may adjudge reasonable as an attorney's fee in such suit,
action, arbitration or other proceeding, and in any appeal. Such sum shall include an amount estimated
by the court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred in collecting any
monetary judgment or award or otherwise enforcing each award, order, judgment or decree entered in
such suit, action or other proceeding.
18.9. Force Majeure, If any Party is prevented from performing its obligations stated in this Agreement by any
event not within the reasonable control of that Party, including, but not limited to, acts of God, war, civil
disturbance, insurrection, civil commotion, destruction of production facilities or materials by earthquake,
fire, flood or storm, labor disturbances including strikes or lockouts or epidemic, and failures of public
utilities (such as internet, cellular network, and electricity , it shall not be in default in the performance of
its obligations stated in this Agreement. Provided, however, any Party delayed by such an event shall
request an extension of time to perform its obligations stated in this Agreement by notifying the Party to
which it is obligated within ten days following the event. If the notified Party agrees that the event was the
cause of the delay, the time to perform the obligations stated in this Agreement shall be extended by the
number of days of delay caused by the event. If the required notice is not given by the delayed Party, no
time extension shall be granted. If any event of force majeure exists for a continuous period of more than
120 days, then either Party shall be entitled to terminate this Agreement without being liable for any claim
from the other Party,
18.10. Severability. If any provision in this Agreement subsequently is determined to be invalid, illegal or
unenforceable, that determination shall not affect the validity, legality or enforceability of the remaining
provisions stated in any section or sub -section of this Agreement unless that effect is made impossible by
the absence of the omitted provision.
18.11. Authorization. Both Parties represent and warrant that the person executing this Agreement on behalf of
each Party is an authorized agent who has actual authority to bind each Party to each and every term,
condition, and obligation of this Agreement and that all requirements of each Party have been fulfilled to
provide such actual authority.
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18 1 . Determination. in tion, Notwithstanding anything to the contrary, should either Party be required to make any
determination in terms of this Agreement, such determination shall be made in a reasonable and objective
manner without undue delay.
18.13. Binding Document. The MUNICIPALITY and IPS each binds itself, its partners, successors, assigns, and
legal representatives to the other Party hereto in respect to all covenants, conditions, and obligations
contained in the Agreement.
18.14. Section Headings. All section headings in this Agreement are for the convenience of reference and are
not intended to define or limit the scope of anprovision of this Agreement.
18.15. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be
exercised after termination of this Agreement, will survive termination and remain effective for a
reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination
of this Agreement.
Signature page to follow:
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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
By:
Acting City Manager
APPROVED AS TO FORM
By:
Barry J. Bci1
City Attorney
MUNICIPALITY:
IPS ROUP, INC.,
A PENNSYLVANIA
CORPORATION
By:
Brian Webber
General Counsel
Page 14 of 18
ATTACHMENT A - Products
PERMIT MANAGEMENT SOLUTION
The IPS Permit Management solution offers the flexibility and convenience to manage the entire parking permit
lifecycle via a true cloud -based system. The IPS solution supports an unlimited amount of permit types and
rates including residential, guest, and daily permits. as well as multiple formats including License plate -based
digital permits and physical permits (e.g., decals, hang tags). IPS offers convenient payment options and the
ability to print temporary permits upon purchase. Online reporting of payments and other permit activities
provides maximum visibility to track and analyze data and better manage your entire permit program.
Gain peace -of -mind from eliminating old paper processes. Through one system you have fast access to the
most current and accurate permit information by license pate number, location, contact name, or permit
number, and order status, 24/7. Comprehensive online reporting of payments and other activities maximize
visibility for more efficient management.
The IPS Permit Management solution works as a stand-alone solution, but can also seamlessly integrate with
other parts of the IPS Ecosystem, including Enforcement Management System, for a fully integrated solution.
Primary Features/Benefits:
fs
•
Secure log -in and access to permit information 24/7.
Customizable interface to match Agency branding.
Online registration and permit ordering.
Vehicle and permit data uploaded in real time.
Waiting list management.
Process and generate renewal email correspondence and physical letters.
Comprehensive online reporting tool.
Page:15 of 18
PERMIT PUBLIC PORTAL
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WELCOME TO
PERMIT PARKING
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ON FERMIfS 1N YOUR City
•
•
The IPS Permit Public Portal makes it easier than ever for customers to purchase and renew parking permits
online. The customer -facing website offers a convenient place to review rates and availability, apply for a permit,
upload verification documents, and pay online_
Account creation is easy. Applicants create their account and include vehicle, contact, and payment information,
which streamlines the application process and eliminates the hassle of mailing forms or waiting in line to
complete the process in person.
The System allows customers to upload any documents required to complete their application, which is then
verified by the administrative staff. During the application review; an admin can view the uploaded files and
approve or deny the aoplication immediately.
Primary Features/Benefits:
• Access via any internet browser, on any web -enabled device.
• ID/Password authentication.
• Upload required documentation,
• Easily review status of permit application.
• Pl compliant payment processing.
• Ability to accept any major credit card.
Page 16 of 18
ATTACHMENT B -PRICING
PERMIT MA A EI E T SOLUTION:
Permit Management System Ongoing Cost*
Call Center and Support Services
Data Ticket Permit Export Integration
Online Secure Credit Card Gateway Fee
*Can be charged to the public
Merchant Account Hosting
*Can be charged to the public
Data Conversion (Upon termination
Per Month
Per Month
Per Month
Per transaction
Per transaction
One -Time
Unit Price
$800.00
Included
Included
$2.00 or 3%
whichever is
higher
$2.00 or 3%
whichever is
higher
$21000.00
NOTE: This pricing is FOB, IPS Group, San i o, CA. Sales taxes and shipping charges will be added to the final
invoica IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the LIS Bureau
of Labor Statistics � for All Items Consumer' m r' Price e Index for All Urban Consumers r C /-L/ for the U. . CityAverage
compounded annually
l
Monthly SaaS pricing is based upon an stim t volume r <= 180 ermit per month. Should the volume exceed this
number then alternate pricing will be quoted to accommodate he new increased ok ir'r .
Page 17 of 18
IPS LIMITED WARRANTY -ENFORCEMENT AND PERMITS
IPS will provide a limited parts warranty for any physical product, such as handhelds or printers, in
accordance with the manufacturer's warranty. Software Services are provided teas -is" in accordance with the
scope of services and shall perform substantially in accordance with an identifiable set of functional
specifications. IPS shall provide bug fixes and generally available upgrades at no cost during the contract
term.
Additional Warranty Provisions: Repair or replacement under warranty of any defective product does not
extend the warranty period for that product or subcomponent. IPS will either repair or replace products or
subcomponents, at our discretion, that are found to be defective within the defined warranty period, with
transportation costs prepaid by the customer. Returns for credit will only apply once IPS has received a
defective product and confirmed that defects were within the warranty period and are covered under the
terms and conditions of the warranty provided. THE WARRANTIES CONTAINED IN THE AGREEMENT
DOCUMENTS ARE 1PS S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT F IPS S LIABILITY
FOR A WARRANTY CLAIM IS LIMITED TO THE REPAIR REPLACEMENT ENT F THE DEFECTIVE
EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE T THE SOLE OPTION OF IPS. IPS
AFFIRMATIVELY IELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR
REPRESENTATIONS ESENTATI NS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE
EQUIPMENT AND/OR SERVICES OR SOFTWARE PROVIDED INCLUDING ANY AND ALL IMPLIED
WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR
ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, W, HAS BEEN ADVISED, OR
IS OTHERWISE IN FACT AWAE OFANYSUCH PURPOSE) WHETHER ARISING BY LAW OBY
REASON OF CUSTOM OF THE TRADE.
Exclusions: Warranty voided with use of imitation or non -genuine replacement parts, unauthorized
alterations, abuse, vandalism, products subjected to unusual physical or electrical stress, improper handling
or general misuse to the equipment (hardware or software), including attempted repairs that result in
damage. Warranty specifically excludes any consumable items such as paper, batteries, etc. Software
warranty is void if us r ames and/or passwords are shared with 3rd parties, or allowance of 3rd party
access to IPS software without IPS written consent, or any unauthorized changes or attempts to change
IPS software. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure
is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster),
war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion,
revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization,
government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of
electricity, Internet services or cellular telecommunication failures caused by any of the events or causes
described above. IPS provides no warranty with respect to any 3rd party hardware or software, whether
supplied in connection with this Agreement or otherwise. IPS is not liable in any way as a result of use or
performance of customer Internet service or wireless data services provided by national carriers.
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