AGENDA REPORT
Meeting Date: August 2, 2022
Item No.:
To: Honorable Mayor & City Council
From: Daren Grilley, Assistant Director of Public Works/City Engineer Genevieve Row, Parking Services Manager
Subject: A. AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND I.P.S. GROUP, INC. TO
PROVIDE FLEXIPAY SINGLE-SPACE PARKING METERS;
AND
APPROVAL OF AN APPROPRIATION FROM THE PARKING
SERVICES FUND IN THE AMOUNT OF $220,000; AND
A PURCHASE ORDER FOR FISCAL YEAR 2022/23 IN THE
NOT-TO-EXCEED AMOUNT OF $720,000
B. AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND I.P.S. GROUP, INC. FOR UPGRADE OF SINGLE- SPACE PARKING METERS; AND WAIVE FORMAL BIDDING REQUIREMENT; AND
APPROVAL OF A PURCHASE ORDER IN THE NOT-TO- EXCEED AMOUNT OF $786,781.85 Attachments: 1. Amendment No. 5
2. Agreement
RECOMMENDATION
Staff recommends that City Council move to approve Amendment No. 5 to Agreement No. 171-08 with IPS Group, Inc. (IPS) to provide continued operation and maintenance of single-space parking meters and approve an appropriation for $220,000 from the Parking Services Fund and a purchase order for Fiscal Year 2022/23 in the not-to- exceed amount of $720,000. Staff also recommends waiving formal bidding
BEVERLY
HILLS
,
�
D-6
Meeting Date: August 2, 2022
requirements in accordance with the City’s Municipal Code and approval of an agreement with IPS for meter communication upgrades and approve a purchase order in the not-to-exceed amount of $786,781.85.
INTRODUCTION
In 2008, Agreement No. 171-08 with IPS was approved for the purchase, maintenance, warranty and installation of 125 wireless, solar powered, credit card capable single- space parking meters. The equipment proved to be reliable and met the operational and customer service goals of the project. Subsequent amendments provided for the purchase of additional meters (approximately 2,400 overall). IPS provides the hardware (e.g., parking meters) and the associated maintenance and repair services, as well as ongoing hosting and communication services necessary to convert and support a credit card parking meter system.
DISCUSSION
A. Amendment to Continue Operations and Maintenance
Amendment No. 5 to the Agreement with IPS will continue the operation and maintenance of the City’s on-street, single space parking meters. IPS provides the ongoing hosting and communication services necessary to convert and support a credit card parking meter system. IPS charges the City transaction fees, management system license fees and secure wireless data fees. IPS provides the hardware (e.g., parking meters) and the associated maintenance and repair services.
Fees include the credit card transaction fees that are based on the number of transactions and varies each year based on the number of transactions, which is in turn dependent on the number of meters in service and usage. The management system license fees and secure wireless data fees are based on the number of meters in service per month. The proposed Amendment will allow for continued service through June 30, 2025. In early 2024, staff plans to conduct a competitive selection process for new on- street meters.
B. Agreement to Upgrade Parking Meter Communications
Over 90% of the City’s parking meters currently communicate using 2G or 3G cellular modems; the remainder have 4G modems. Wireless carriers are in the process of shutting down their 2G and 3G networks. In order to avoid disruption of service, the proposed Agreement will upgrade the older cellular modems to 4G. The upgrades also include installing new solar panels and batteries.
The needed equipment for these upgrades are proprietary items of the original equipment manufacturers. Therefore, per the City’s Municipal Code Section 3-3-112(C), staff requests that City Council waive formal bidding requirements.
FISCAL IMPACT
Staff is requesting an appropriation of $220,000 from the Parking Services (Fund 810), in addition to currently budgeted funds for the proposed $720,000 Fiscal Year 2022/23 purchase order for Amendment No. 5 to the agreement with IPS Meeting Date: August 2, 2022
Funding for the proposed $786,781.85 purchase order to upgrade parking meter communications is available in the Fiscal Year 2022/23 Capital Improvement Project No. 00911: Parking Meters.
Jeff S. Muir,
Director of Finance
Shana Epstein,
Director of Public Works
Approved By Approved By
Attachment 1
-1-
B0785-0001\2687995v2.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND I.P.S. GROUP, INC. TO
PROVIDE FLEXIPAY SINGLE-SPACE PARKING METERS
NAME OF CONTRACTOR: I.P.S. Group, Inc.
RESPONSIBLE PRINCIPAL
OF CONTRACTOR:
David W. King, President
CONTRACTOR’S ADDRESS: 7737 Kenamar Ct.
San Diego, CA 92121
CITY’S ADDRESS: 345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana E. Epstein, Director of Public Works
COMMENCEMENT DATE: June 1, 2008
TERMINATION DATE: June 30, 2013, unless extended pursuant to Section 2 of the Agreement (Original termination date)
June 30, 2014, unless extended pursuant to Section 2 of the Agreement (as extended pursuant to Amendment No. 1)
June 30, 2020, unless extended pursuant to Section 2 of the Agreement (as extended pursuant to Amendment No. 2)
June 30, 2021 (as extended by letter, dated May 27, 2021) June 30, 2022 (as extended by letter, dated April 13, 2021) June 30, 2023 (as extended by letter, dated July 21, 2022) June 30, 2025 (as extended pursuant to this Amendment No. 5)
CONSIDERATION: Original Agreement: Not to exceed $2,155,277 for the term of the Agreement, in one-time fees based on the unit costs set forth in Exhibit B
Not to exceed a CITY authorized purchase order based on the calculated value per the Agreement for credit card
transaction fees, management system fees, communications fees, other fees, costs for supplies, and repairs and
maintenance (including warranty).
Total Not to Exceed: Amount set forth in CITY authorized purchase orders
Amendment No. 1: Not to exceed $1,860,000 based on the
unit costs set forth in Exhibit B-1
Amendment No. 2: Not to exceed $1,800,000 for the term
of the Agreement, based on the unit costs set forth in
Exhibit B
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 -2-
B0785-0001\2687995v2.doc
Not to exceed $750,000 on an annual basis for maintenance and operating fees
Amendment No. 3: Not to exceed $2,155,277 for the term
of the Agreement, in one-time fees based on the unit costs set forth in Exhibit B
Not to exceed CITY authorized purchase orders based on
the calculated value per the Agreement for credit card
transaction fees, management system fees, communications fees, other fees, costs for supplies, and repairs and
maintenance (including warranty).
Total Not to Exceed: An amount set forth in CITY
authorized purchase orders
Amendment No. 4: No additional consideration
Amendment No. 5: Not to exceed CITY authorized
purchase orders based on the calculated value per the
Agreement for credit card transaction fees, management
system fees, communications fees, other fees, costs for supplies, and repairs and maintenance (including warranty).
Total Not to Exceed: $10,994,416.28 (Total includes the Original Agreement through Amendment Nos. 1 through 5)
and more particularly described in Exhibits B, B-1 and B-2
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 -3-
B0785-0001\2687995v2.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND I.P.S. GROUP, INC. TO
PROVIDE FLEXIPAY SINGLE-SPACE PARKING METERS
This Amendment No. 5 is to that certain Agreement, dated May 30, 2008, and identified as Contract No. 171-08, as amended by Amendment No. 1, dated February 17, 2009, and identified as Contract No. 63-09, and as amended by Amendment No. 2, dated February 17, 2015, and identified as Contract No. 58-15, and as amended by Amendment No. 3, dated December 18, 2018 and identified as Contract No. 769-18, and as amended by Amendment No. 4, dated February 8, 2022 and identified as Contract No. 107-22 (collectively, the “Agreement”) between the City of Beverly Hills, a municipal corporation (hereinafter called “CITY”), and I.P.S. Group, Inc., a Pennsylvania corporation (hereinafter called “CONTRACTOR”).
RECITALS
A. CITY and CONTRACTOR entered into an Agreement for FlexiPay single-space parking meters, which was previously amended.
B. CITY and CONTRACTOR desire to further amend the Agreement to extend the Termination Date.
NOW, THEREFORE, the parties agree as follows:
Section 1. The TERMINATION DATE shall be amended as set forth on the cover page.
Section 2. The CONSIDERATION shall be amended as set forth on the cover page and more particularly described in Exhibit B-2, “Compensation Chart”, attached hereto and incorporated herein.
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 -4-
B0785-0001\2687995v2.doc
Section 3. Except as amended by previous Amendments and this Amendment No. 5, the remaining provisions of the Agreement shall remain in full force and effect.
EXECUTED the ____ day of _______________, 2022 at Beverly Hills, California.
CITY OF BEVERLY HILLS
A Municipal Corporation
LILI BOSSE
Mayor
(SEAL)
HUMA AHMED
City Clerk
CONTRACTOR:
DAVID W. KING
President & CEO
CHAD P. RANDALL
Chief Operating Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
SHANA E. EPSTEIN
Director of Public Works
[Signatures continue]
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 -5-
B0785-0001\2687995v2.doc
DAREN GRILLEY
Assistant Director of Public Works/City
Engineer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 -6-
B0785-0001\2687995v2.doc
EXHIBIT B-2
COMPENSATION CHART - ORIGINAL AGREEMENT THROUGH AMENDMENT NO. 5 Fiscal Year Consideration One-Time Fee Notes
08/09 1,860,000.00 Original & Amendment 1 - first 5 years 09/10 Year 2
10/11 Year 3
11/12 Year 4
12/13 Year 5
13/14 750,000.00
14/15 750,000.00 1,800,000.00 Amendment 2
15/16 750,000.00
16/17 750,000.00
17/18 750,000.00
18/19 848,621.00 355,277.00 Amendment 3
19/20 569,603.10 Pursuant to PO
20/21 528,308.00 Pursuant to PO
21/22 562,607.18 Pursuant to PO
22/23 720,000.00 Amendment 5
Total 8,839,139.28 2,155,277.00
Total Consideration for Amendment 5 10,994,416.28
DocuSign Envelope ID: C16FAFE9-AF20-4037-AC77-62D11C2B1195 Certificate Of Completion
Envelope Id: C16FAFE9AF204037AC7762D11C2B1195 Status: Sent Subject: Please DocuSign: I.P.S. Group, Inc. (171-08) Amendment No. 5 Source Envelope:
Document Pages: 6 Signatures: 6 Envelope Originator:
Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
7/27/2022 5:26:48 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brian Webber for
[email protected]
Owner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 76.81.231.226
Sent: 7/28/2022 7:37:53 AM
Resent: 7/28/2022 8:35:35 AM
Resent: 7/28/2022 8:57:58 AM
Viewed: 7/28/2022 9:03:57 AM
Signed: 7/28/2022 9:04:30 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Chad P. Randall
[email protected]
Chief Operating Officer
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 174.195.194.138
Signed using mobile
Sent: 7/28/2022 7:37:53 AM
Viewed: 7/28/2022 8:21:54 AM
Signed: 7/28/2022 8:22:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 7/27/2022 5:38:00 PM
Resent: 7/28/2022 7:13:25 AM
Viewed: 7/28/2022 7:49:05 AM
Signed: 7/28/2022 7:49:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.228.66
Signed using mobile
Sent: 7/28/2022 9:04:32 AM
Viewed: 7/28/2022 9:44:41 AM
Signed: 7/28/2022 9:45:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DocuSign
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.115.88.153
Sent: 7/28/2022 9:45:06 AM
Viewed: 7/28/2022 10:27:26 AM
Signed: 7/28/2022 10:27:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 7/28/2022 10:27:34 AM
Viewed: 7/28/2022 10:28:42 AM
Signed: 7/28/2022 10:29:41 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 7/28/2022 10:29:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Genevieve Row
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/27/2022 5:38:01 PM
Viewed: 7/27/2022 6:06:56 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
William Hamilton
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 7/27/2022 5:38:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
William Hamilton
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 7/28/2022 10:29:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/27/2022 5:38:01 PM
Payment Events Status Timestamps
I COPIED
I COPIED
I COPIED
Attachment 2
B0785-0001\2657980v2.doc
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
I.P.S. GROUP, INC. FOR UPGRADE OF SINGLE-SPACE
PARKING METERS
NAME OF CONTRACTOR: I.P.S. Group, Inc.
RESPONSIBLE PRINCIPAL OF CONTRACTOR: David W. King, President CONTRACTOR’S ADDRESS: 7737 Kenamar Ct.
San Diego, CA 92121
Attention: David W. King, President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 23-3028164
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: June 1, 2022
TERMINATION DATE: June 30, 2024, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $786,781.85 for the total term of the Agreement based on the unit costs
set forth in Exhibit B
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 2 B0785-0001\2657980v2.doc
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
I.P.S. GROUP, INC. FOR UPGRADE OF SINGLE-SPACE
PARKING METERS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and I.P.S. Group, Inc. (hereinafter called “CONTRACTOR”).
RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.
B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.
NOW, THEREFORE, the parties agree as follows:
Section 1. Scope of Work.
(a) CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.
Section 2. Time of Performance.
CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.
The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.
Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 3 B0785-0001\2657980v2.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).
There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.
Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.
Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.
Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 4 B0785-0001\2657980v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 5 B0785-0001\2657980v2.doc
Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.
CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.
Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.
Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.
Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.
CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.
Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 6 B0785-0001\2657980v2.doc
regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.
Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.
Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.
Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.
EXECUTED the day of 20___, at Beverly Hills,
California.
CITY OF BEVERLY HILLS
A Municipal Corporation
_____________________________
LILI BOSSE
Mayor
ATTEST:
HUMA AHMED
City Clerk
[Signatures continue]
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 7 B0785-0001\2657980v2.doc
CONTRACTOR: I.P.S. Group, Inc.
DAVID W. KING
President/Chief Executive Officer
_____________________________
CHAD P. RANDALL
Secretary/Chief Operating Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
SHANA E. EPSTEIN
Director of Public Works
DAREN GRILLEY
Assistant Director of Public Works/City
Engineer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 8 B0785-0001\2657980v2.doc
EXHIBIT A
SCOPE OF WORK
I. SCOPE OF WORK
In order to upgrade CITY’s existing MK5 single-space parking meters, which accept and process real-time credit card payment for on-street parking areas within CITY, CONTRACTOR shall provide the following: 4G modems and solar panel replacement and complete maintenance and repair of the Returns Management Application (RMA) for each meter, including a new nonrechargeable back-up battery.
The scope of work addresses the CITY’s current meter technology and the sunsetting of Verizon Wireless and T-Mobile’s 2G and 3G cellular networks. In addition, in lieu of completing an upgrade of meter technology via a capital purchase of new single-space meters, CONTRACTOR shall complete necessary repairs on each meter while CONTRACTOR completes modem upgrades.
Current Modem Inventory of CITY
Modem Type Quantity Status
T-Mobile 5 Active
T-Mobile 3G 22 Active
Verizon 2,179 Active
Verizon 4G 165 Active
TOTAL 2,371 Active
TOTAL (less Verizon 4G meters) * 2,206 Active
*Note: Through previous RMA repairs CITY has accumulated a small quantity of 4G meters due to available modem inventory at time of repair
Meter Upgrade
CONTRACTOR shall upgrade each CITY meter that is currently non-4G (2,206 units) as follows:
New 4G modem (Verizon/AT&T);
Replacement solar panel;
Complete RMA repair, including replacement of any faulty components on meter (i.e., coin or card validator, buttons, etc.), to be completed at the time the mechanisms are sent to CONTRACTOR for 4G upgrade; and
One new non-rechargeable backup Battery.
CONTRACTOR and CITY shall coordinate shipping meters in batches to CONTRACTOR’s San Diego location for upgrade process. Timeline for completion is estimated at four (4) to six (6) months.
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 9 B0785-0001\2657980v2.doc
Warranty
CONTRACTOR shall provide a 12-month warranty on the 4G modem board (which includes solar panel) only.
Full RMA is warranted for 90-days.
Quantity of RMAs to Be Completed
CONTRACTOR shall provide a complete RMA repair of 2,024 meters which excludes approximately 182 (difference of 2,206 and 2,024) meters that have been repaired between January 2021 and February 2022, resulting in a main board replacement.
Approximately 182 meters shall be excluded from the RMA process and shall only undergo the upgrade to 4G. These meters will be shipped to CONTRACTOR to receive the 4G upgrade and a new non-rechargeable backup battery.
CITY must identify the meters excluded from the RMA process by their terminal number in advance of shipping meters to CONTRACTOR and disclose that the meter ONLY requires a 4G modem and not a full RMA repair.
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 10 B0785-0001\2657980v2.doc
EXHIBIT B
SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for satisfactory performance of the work described in Exhibit A in a total amount not to exceed Seven Hundred Eighty-Six Thousand Seven Hundred Eighty-One Dollars and Eighty-Five Cents ($786,781.85), including labor, expenses, and applicable taxes at the following rates.
A. Payment and Rates
Service Meter
Quantity
Upgrade
per unit
Freight
per unit
RMA
per Unit
Total
Cost
per unit
Backup
Battery
(ONLY)
Extended
Cost
4G Upgrade*
Non-4G meters
active in field
2,206 $185.00 $20.00 $205.00 $452,230.00
Full RMA**
Excludes meters
with recent main
board
replacement
(approximately
182)
2,024 $130.00 $263,120.00
New NonRechargeable
Backup
Battery
Excludes full RMA
Applies to up to
200 meters for 4G
upgrade and new
non-rechargeable
backup battery
200 $35.00 $7,000.00
Sales Tax
(9.5%)
Excludes freight
$64,431.85
TOTAL $786,781.85
*Includes 4G modem, new solar panel, new non-rechargeable backup battery and 90-day warranty **Includes Full RMA, new non-rechargeable backup battery, and replacement of any faulty components on meter (i.e., coin/card validator, buttons, screen), and 90-day warranty DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 11 B0785-0001\2657980v2.doc
B. Payment Schedule
CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 12 B0785-0001\2657980v2.doc
EXHIBIT C
CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:
NAMED INSURED COMPANIES AFFORDING COVERAGE
A.
B.
ADDRESS C.
COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER
EXPIRATION
DATE
B.I. LIMITS
P.D.
AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED
OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION
It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:
It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.
It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.
In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.
Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.
Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.
DATE: BY:
Authorized Insurance Representative
TITLE:
AGENCY: ADDRESS:
RM02.DOC REVISED 10/14/96.
DocuSign Envelope ID: A0AD65AC-E04F-49D4-BD9A-46C0E9EFFC62 Certificate Of Completion
Envelope Id: A0AD65ACE04F49D4BD9A46C0E9EFFC62 Status: Sent Subject: Please DocuSign: I.P.S. Group, Inc. - Parking Meter Upgrades Source Envelope:
Document Pages: 12 Signatures: 6 Envelope Originator:
Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
5/26/2022 10:32:04 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/26/2022 10:50:04 AM
Viewed: 5/26/2022 12:25:13 PM
Signed: 5/26/2022 12:25:18 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Chad P. Randall
[email protected]
Chief Operating Officer
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 70.95.144.70
Sent: 5/26/2022 12:25:20 PM
Resent: 5/31/2022 8:07:11 AM
Viewed: 6/1/2022 11:53:12 AM
Signed: 6/2/2022 12:59:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David W. King
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 72.197.195.26
Sent: 5/26/2022 12:25:21 PM
Resent: 5/31/2022 8:07:12 AM
Resent: 6/3/2022 3:57:25 PM
Viewed: 6/4/2022 1:44:49 PM
Signed: 6/4/2022 1:45:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 6/4/2022 1:45:38 PM
Viewed: 6/4/2022 6:30:18 PM
Signed: 6/4/2022 6:30:31 PM
Electronic Record and Signature Disclosure:
DocuSign
Signer Events Signature Timestamp
Not Offered via DocuSign
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 75.85.162.237
Sent: 6/4/2022 6:30:33 PM
Viewed: 6/4/2022 8:27:45 PM
Signed: 6/4/2022 8:27:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.77.228.185
Signed using mobile
Sent: 6/4/2022 8:27:53 PM
Viewed: 6/4/2022 10:26:26 PM
Signed: 6/4/2022 10:27:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/4/2022 10:27:23 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lourdes Sy-Rodriguez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/26/2022 10:50:04 AM
Payment Events Status Timestamps