The Mobile Parking Payment System (MPPS) is key to managing the City’s parking inventory. The MPPS provides the customer with payment options that include voice, website, SMS/texting, Apple and Google Pay and are compatible with iOS and Android operating systems. The system works with the City’s zone system, allows a number of license plates to be registered to one account, pay as a guest without downloading the app, provide customer messaging and identify parking availability, purchase of additional time, may in the future integrate with the Police Department License Plate Reader (LPR) technology, provide overall support for the system, and ensure the City is receiving the revenue it is due.
The City hired Dixon Resources Unlimited (Dixon) for parking consultancy services to provide staff with expert assistance with parking technologies to move forward with the project. A team of City staff worked with Dixon to ensure that the City receives the most integrated, cost-effective payment system available.
The City issued the Mobile Parking RFP on March 31, 2026, and received seven responses on May 8, 2026.
The bidders are identified below:
Bidder Location Responsive Bid
Arrive/ParkMobile, LLC Atlanta, GA Yes
Frogparking Irvine, CA Yes
FSH Technologies Philadelphia, PA No
IPS Group, Inc. San Diego, CA Yes
Passport Labs, Inc. Charlotte, NC Yes
PGS Unknown No
ZipBy Pompano Beach, FL No
Staff evaluated each of the proposals based on responsiveness, quality of the scope of services, applicability of references and experience and technical solutions. After the first review, staff then requested four vendors to participate in interviews with both Dixon and the City including staff from the Transit and Community Services Department and Police Department. Staff interviewed four firms and based on the responsiveness of the proposals and interviews conducted, staff recommend IPS Group, Inc. (IPS). Attachment 1 is the proposed professional services agreement with IPS for these services.
IPS Group Inc.
Qualifications
IPS has been in business for more than 25 years, specializing in innovative technology, proven operational processes, and a high level of customer service. The company currently serves over 400 municipal, state, higher education, and private-sector clients. IPS is headquartered in San Diego, California, with notable local clients including the cities of San Diego, Santa Monica, Del Mar, and Pismo Beach.
The City of Laguna Beach has worked with IPS since 2013 for the management of parking meters and pay stations and most recently with Shopper’s Parking Permit payment portal. To date, the City has been very satisfied with its partnership with IPS, particularly with the company’s responsiveness to both parking system users and City staff. With the addition of a mobile parking payment system, the City will benefit from a more fully integrated parking management solution.
Mobile Parking Payment System Service
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There will be a number of enhancements to the parking program including: multiple languages within the app, text to pay, more effective integration with police license plate readers, an intuitive customer experience including where to park, confirmation customer has entered the correct zone, high level of security and compliance with compliant payment processing, marketing (social media, website graphics, 3 of 249
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targeted outreach, material development) and changing of signage with City branding. (Attachment 1.) IPS will charge end users a transaction fee to end-user in an amount not to exceed $0.35 per transaction and a merchant processing fee to the end user in an amount not to exceed $0.15 per transaction. Consultant shall remit the entirety of the parking fees to the City. Consultant shall retain the transaction fee and merchant processing fee as compensation. This change in payment structure (i.e., charging the user directly) will result in savings of approximately $250,000 per year. IPS will also provide the City at no additional cost additional services, such as IPS Elevate which will assist the City with understanding parking patterns. The cost of this additional service is usually $260,000 but the City will be getting it at no cost.
Should the City Council award the contract to IPS the transition is expected to take 13 weeks to implement, conduct public outreach, and fully launch the program.
Parking Meter Device and Repair Services
In May of 2024, the City Council approved a five-year agreement with IPS for Parking Meter Operations and Transaction Processing. The contract term is from July 1, 2024, though June 30, 2029 in an amount not to exceed $1,490,000. The purpose of this agreement is to continue to provide maintenance, replacement parts, and data management for parking meters. From July 1, 2024, to June 30, 2026, the City expended approximately $500,000 on the services.
Based upon a review of the 2024 agreement with IPS and the new software agreement with IPS, discussed above, City staff has identified the ability to remove the following services from the parking meter contract with IPS: (1) single space ongoing fees (secure wireless gateway/ data fee and meter management system software license fee (per meter per month); (2) secure credit card gateway fee (per transaction); (3) multispace ongoing costs (secure wireless gateway/data fee and meter management system software license fee (per meter per month); and (4) PARK SMARTER mobile payment decals. These changes will reduce the cost of the parking meter agreement. IPS also provided a new quote for device and repair services that will reduce costs to the City. IPS offered and City staff agreed to combine the relevant parking meter agreement provisions in the new agreement with IPS. The relevant parking meter agreement provisions that are being combined in the new agreement with IPS are as follows:
• 2026 Customer Price List including cost for additional pay stations should the City request them • Single space parking meter buy back (up to 1,000 meters) provides a credit of $100 for each meter the City returns to IPS for an upgrade for a total of $100,000 over the term of the contract. • 2-year extended warranty for future pay stations valued at $79,000.
City staff proposes for the do not exceed amount for the meter and repair services not to exceed $500,000.
Under the new agreement, the City would combine both the parking meter operations and the new Mobile Parking Payment System into one contract. The previous parking meter contract will be terminated.
Frog Parking
The City Council considered the third amendment to the agreement with Frog Parking in April to ensure a smooth transition in services while the City integrates services with its new vendor. The third amendment extended the term of the agreement through October 2026 and the monthly fee from Frog in the amount of $7,850 per month. City staff is bringing forward a fourth amendment to the City Council at this time to also memorialize the $0.25 transaction fee that Frog charges the City. Based on the number of transactions in 4 of 249
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FY 2024-25, it is estimated that the transactions for the next 6 months are approximately 65,500 (or $11,000 per month). City staff has prepared the fourth amendment with Frog to address that the six month period from April to October will cost the City $18,850 per month ($7,850 + $11,000(approx.)) in a total amount not to exceed $113,100.
FINANCIAL ANALYSIS
As part of this contract, the City will not incur operating costs for the mobile payment portion of the parking program. In the past, the City paid the merchant and processing fees along with rental costs from the City’s parking revenue. The new contract includes a transaction fee of $0.50 on each transaction. This includes $0.35 for credit card gateway fees and $0.15 for merchant processing which is paid for by the customer.
The full parking fee will be remitted to the City. The $.50 transaction fee will be collected by IPS and is their payment for services rendered. The City will keep all of the parking revenue, which has not been the case in the past. The City will continue to utilize IPS for all replacement parts for the parking meters and IPS pay stations.
It is estimated that the annual cost of the contract is $400,000, which includes purchase of 10 pay stations annually for approximately $100,000 and repairs and maintenance of $300,000.
ENVIRONMENTAL ANALYSIS
The proposed action are not subject to the California Environmental Quality Act (CEQA) pursuant to State CEQA Guideline, as it is not a “project” and has no potential to result in a direct or reasonable foreseeable indirect physical change to the environment (14 Cal Code Regs. § 15061(b)(3).). Instead, the proposed actions are administrative in nature, given that they merely authorize the City Manager to the execute an agreement that implements a new mobile parking system and allows repairs and upgrades to parking systems.
ATTACHMENTS
1. Professional Services Agreement, IPS Group, Inc. (Pgs. 5-51)
2. Independent Contractor Agreement for Coin Credit Card Processing and Data Management Services between the City and Consultant dated June 20, 2024 (Pgs. 52-80)
3. Professional Services Agreement, Amendment 4, Frogparking, Inc. (Pgs. 81-83) Submitted By: Alexis Braun Approved:
Alexis Braun, Acting Director of
Transit and Community Services
Dave Kiff, City Manager
Report Prepared By: Coordinated With:
Carol Jacobs, Transit and Community Services Alexis Braun, Acting Director of Transit and Community Services
Jane Abzug, Assistant City Attorney
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-1- PROFESSIONAL SERVICES AGREEMENT
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CITY OF LAGUNA BEACH
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement #__________ is made and entered into this _____ day of ________, 20___, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and IPS GROUP, INC., a California corporation, with its principal place of business at 7737 Kenamar Court, San Diego, CA 92121 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Mobile Parking Payment services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the Mobile Parking Payment System project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Termination of Prior Agreement. Upon full execution of this Agreement, City and Consultant hereby agree that the Independent Contractor Agreement for Coin Credit Card Processing and Data Management Services between the City and Consultant dated June 20, 2024 is hereby terminated and of no further force and effect, as the City and Consultant desire to engage in this Agreement in its place.
3.2 Scope of Services and Term.
3.2.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional citywide mobile parking payment system and services and goods necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits Attachment 1
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attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.2.2 Term. The term of this Agreement shall be from July 1, 2026 through June 30, 2031, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
3.3 Compensation.
3.3.1 Compensation.
3.3.1.1 Parking Solution Services, as described in Exhibit A, shall be compensated as follows:
3.3.1.2 Compensation. Consultant shall charge and collect parking fees, in an amount designated by the City, from each end user, and shall charge a transaction fee to end-user in an amount not to exceed $0.35 per transaction and a merchant processing fee to the end user in an amount not to exceed $0.15 per transaction. Consultant shall remit the entirety of the parking fees to the City. Consultant shall retain the transaction fee and merchant processing fee as compensation for all Parking Solution Services, as described in Exhibit A, rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The rate per transaction shall not exceed a transaction fee in the amount of $0.35 per transaction and a merchant processing fee in the amount of $0.15 per transaction without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.1.3 Payment of Compensation. Consultant shall remit payment to City of one hundred percent of the parking fees on a monthly basis in accordance with Exhibit C.
At the same time as remitting payment of the City, Consultant shall submit a detailed monthly statement listing all charges to end users, in a form approved by City, to reconcile the charges, fees retained by Consultant, and fees remitted to City. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an statement of any disputed fees set forth therein. Acceptance of payment shall not constitute acceptance of any Services completed by Consultant. The acceptance of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. Failure to submit an statement within ninety (90) days of any service(s) or good(s) provided shall constitute an absolute waiver of any right to payment for such service(s) and/or good(s). 6 7 of 249
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3.3.2 Meter and Repair Services, as described in Exhibit A, shall be compensated as follows:
3.3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Meter and Repair Services, as described in Exhibit A, rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $113,100.00 without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.3 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. Failure to submit an invoice within ninety (90) days of any service(s) or good(s) provided shall constitute an absolute waiver of any right to payment for such service(s) and/or good(s), and City shall have no obligation to review, process, or pay any invoice submitted after the expiration of the ninety (90) day period.
3.3.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.4 Responsibilities of Consultant.
3.4.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional 7 8 of 249
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personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.4.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.4.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.4.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows:
Michael Chiodo, Executive Vice President, Malina Armstrong, Client Success, Nick McGuire, Account Executive, Enes Ceric, Project Manager
3.4.5 City's Representative. The City hereby designates Alexis Braun, Acting Director of Transit and Community Services, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.4.6 Consultant's Representative. Consultant hereby designates Enes Ceric, Project Manager or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.4.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.4.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards 8 9 of 249
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generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.4.9 Period of Performance.
3.4.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.4.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Consultant is not responsible for any failure in the mobile parking payment system (MPPS) or credit card processing attributable to network failure or planned and noticed downtime.
3.4.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made 9 10 of 249
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to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.
Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
3.4.10 Laws and Regulations; Employee/Labor Certification.
3.4.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.
3.4.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.4.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.4.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.4.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any 10 11 of 249
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other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.
3.4.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.4.11 Insurance.
3.4.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.4.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 11 12 of 249
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(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.
3.4.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:
Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the 12 13 of 249
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insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3.4.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.4.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.4.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.4.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.4.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.4.11.9 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
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3.4.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement.
3.4.11.11 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(F) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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(G) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.4.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
3.5 Labor Code Requirements.
3.5.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.5.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.
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3.5.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.
3.5.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6 Termination of Agreement.
3.5.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.
3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.7 Indemnification.
3.7.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, 16 17 of 249
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liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
3.7.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.8 General Provisions.
3.8.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.8.2 Independent Contractors and Subcontracting.
3.8.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.8.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must 17 18 of 249
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include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
3.8.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: IPS GROUP, INC.
7737 Kenamar Ct.
San Diego, CA 92121
ATTN: Michael Chiodo, Executive Vice President
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Alexis Braun, Acting Director of Transit and
Community Services
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.8.4 Ownership of Materials and Confidentiality.
3.8.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Notwithstanding the foregoing, Consultant’s pre-existing intellectual property remains the sole property. All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission.
Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, 18 19 of 249
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and shall make copies available to City upon the payment of actual reasonable duplication costs.
Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.8.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.8.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.8.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.8.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 19 20 of 249
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3.8.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.8.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.8.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.8.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
3.8.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.8.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.8.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.8.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
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3.8.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.
Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
3.8.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.8.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.8.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.8.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.8.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.8.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21 22 of 249
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3.8.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.8.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.8.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF LAGUNA BEACH AND
IPS GROUP, INC.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF LAGUNA BEACH [IPS GROUP, INC>
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:
Its:
Printed Name:
By:
Its:
Printed Name:
Approved By:
Dave Kiff
City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:
City Clerk
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55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
I. PARKING SOFTWARE SOLUTION
Overview
IPS proposes a flexible, customer-focused parking solution that includes both PARK SMARTER™ and TEXT-TO-PAY™, providing multiple convenient ways for users to pay for parking based on their preferences.
PARK SMARTER offers a robust, feature-rich mobile app experience for users who prefer a fully integrated solution with account management, real-time alerts, and advanced tools like parking availability and session extensions. In parallel, TEXT-TO-PAY delivers a simple, frictionless option for users who prefer a quick, no-download, no-account-required experience using QR codes or SMS. Together, these complementary solutions ensure that all users—whether residents, visitors, or occasional parkers—can easily access and pay for parking in a way that suits them.
PARK SMARTER is a feature-rich mobile application available for iOS and Android that provides a comprehensive parking payment and management experience. Users receive real-time expiration alerts, can remotely extend parking sessions, manage multiple vehicles and payment methods, and locate available parking using the Parking Finder tool. The app integrates directly with enforcement systems, enabling efficient license plate-based validation without additional staff effort, while supporting contactless payments and streamlined account management. PARK SMARTER uses Bluetooth Low Energy (BLE) connectivity to put time directly on the meter and is fully integrated with the IPS Data Management System for unified visibility, reporting, and analytics.
TEXT-TO-PAY is a contactless, account-free parking payment solution that allows users to start and manage parking sessions without downloading an app or approaching a physical meter. Customers can initiate payment by either scanning a posted QR code with their smartphone or texting a zone number via SMS to receive a secure payment link. Users can then pay using major credit or debit cards through the web-based interface. The system provides real-time confirmations, digital receipts, and expiration reminders via SMS or email, with the ability to extend sessions remotely. TEXT-TO-PAY is built on a secure, PCI-compliant platform using encrypted, tokenized transactions and requires minimal infrastructure to deploy.
Both solutions are fully integrated and tracked within the IPS Data Management System, providing unified visibility, reporting, and analytics across all payment channels while delivering a seamless, contactless customer experience. a. Customer Capabilities
i. All refund requests, parking enforcement issues, and/or meter malfunction issues must go directly to the city for processing. Park Smarter Support can only assist with bugs or issues specifically related to the Park Smarter app itself. If users 24 25 of 249
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Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT
experience issues with their parking transaction and require a refund, they can reach out to our email support team or call the dedicated support phone number (if the jurisdiction chooses to elect the phone service). We use help desk support software to document and track such inquiries and refund requests. ii. We minimize convenience and processing fees through several methods:
a. Preferred Card Processing Rates: We provide preferred pricing for smallticket mobile payment merchant processing, optimized for the low average transaction values typical in parking operations.
b. Flexible Fee Structure: We offer customizable convenience fee structures that can be configured to minimize costs while ensuring compliance with regulations like California's Hidden Fee Rule (SB 478). c. Direct Payment Processing: As the merchant of record, we can leverage our payment processing infrastructure to secure competitive rates and pass savings to customers.
iii. PARK SMARTER clearly displays the total price of the parking session to users before payment is completed. The system identifies all fees including transaction fees, SMS fees, credit card processing fees, and any additional fees applied by the City. The convenience fee is clearly identified at the time of transaction, regardless of payment type or option used. This approach ensures compliance with all regulations including the California Hidden Fee Rule (SB 478) by providing full fee transparency before users complete their payment. iv. Geo-Location and Zone Identification
a. PARK SMARTER uses the customer’s device GPS to identify nearby parking zones and present them in the app. Users are shown a list or map of nearby zones and are prompted to confirm the correct zone by matching it with the number displayed on meter decals or posted signage. b. Handling Nearby Zones and GPS Limitations
i. In areas where multiple zones are close together or GPS accuracy may be reduced, PARK SMARTER ensures accuracy through user confirmation. The app allows customers to easily search for or manually enter a zone number, ensuring they can always select the correct location regardless of signal conditions or proximity to other zones.
c. Customer Experience
i. The process is simple and intuitive:
1. The app suggests nearby zones based on location
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Exhibit “A”-3 PROFESSIONAL SERVICES AGREEMENT
2. Customers confirm the correct zone using posted signage
3. Users can manually search or enter a zone if needed
4. Customers select their parking duration and complete payment
5. The app provides reminders before expiration and allows extensions where permitted
ii. This approach balances convenience with accuracy, ensuring users can confidently select the correct parking location.
d. City Management and Enforcement
i. PARK SMARTER integrates fully with the City’s parking management systems:
1. All zone configurations and policies are centrally managed
2. Parking sessions are recorded in real time and available for enforcement
3. Enforcement staff can verify active sessions by zone or license plate
4. The City has access to reporting and analytics across meters and mobile payments
ii. This ensures consistent policy enforcement, accurate payment validation, and a seamless experience for both customers and enforcement personnel.
v. On peak days with high cellular demand, PARK SMARTER maintains reliable operation through a lightweight, API-driven architecture and optimized data access patterns. Core functions (e.g., meter lookup, session start, and pricing) are handled via stateless web services that can scale independently, with some endpoints (e.g., MeterList “short” queries) designed specifically to limit payload size and improve performance under load. Additionally, the system includes operational safeguards—such as maintenance mode and guidance to pay at the meter if connectivity is impaired—ensuring continuity of service even during degraded network conditions.
a. IPS Group ensures the MPPS is continuously tested, validated, and monitored to deliver real-time availability, reliability, and high performance across all service hours. This is achieved through a multi-layered Quality Assurance (QA) framework that spans hardware, firmware, and cloud services.
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b. All software releases move through robust CI/CD pipelines that include integration and regression testing, API and contract validation for platform services, UI/UX testing for customer-facing applications, and hardware-inthe-loop (HIL) validation for meters and kiosks. c. Security and compliance are embedded throughout the testing lifecycle to ensure system integrity and trust. IPS validates PCI-compliant payment processing, conducts regular vulnerability scanning and penetration testing, and enforces secure firmware and device authentication protocols.
Together, these practices—supported by mature Engineering Operations (EngOps) and Site Reliability Engineering (SRE) principles—ensure that MPPS maintains consistent performance, resilience, and security in realworld operating conditions. b. Signs and Sticker
i. We will provide all signage and decals/stickers necessary for ongoing public advertisements of PARK SMARTER and TEXT-TO-PAY. All signage designs will be submitted to City for approval before installation and will incorporate City’s branding and meet applicable design standards and specifications. Our signage will include zone numbers, mobile payment application information, contact numbers, website details, and all other pertinent information as specified by City. ii. PARK SMARTER decals can be printed with QR codes, which would be adhered to the meter/pay station. QR codes can be used to link to the PARK SMARTER application in the App Store for app download. Additionally, QR codes can prepopulate some meter information (space or zone) into the application. iii. We will collaborate with City throughout the approval and installation process to ensure full compliance with your policies and design guidelines. Specific quantities of signs and decals/stickers will be determined based on your requirements and the number of meters, spaces, and zones to be equipped with PARK SMARTER t no additional cost.
iv. IPS will design and provide signs and decals/stickers that incorporate the City's existing branding and are compatible with your current parking equipment providers (IPS MS3, VenTek APS Units, and IPS M5 meters). All signage will include zone numbers, mobile payment application information, contact numbers, website details, and other pertinent information as specified by the City. Signage designs will be submitted to the City for approval before production to ensure compliance with your design standards and specifications. We will manufacture durable materials designed for coastal environments and high-visibility placement at all parking locations.
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Exhibit “A”-5 PROFESSIONAL SERVICES AGREEMENT
v. IPS will work with the City to establish a more detailed outreach and awareness plan and timeline. Formulating the right messaging and raising public awareness are key elements for the successful deployment of new parking tools. IPS will provide custom marketing and public awareness materials tailored to the City’s specific needs. Generally, the key components of the recommended activities include:
a. Targeted Outreach List: IPS will work with the City to develop a list of targeted media outlets to share messaging and distribute materials. b. Collateral Materials Development: Working with the City, we will assist with developing collateral for public information. This includes but is not limited to flyers, web elements, Q&A documents, and how-to videos. c. Social Media: This will be a cost-effective way to reach a broad audience.
We will work with the City on messaging and tactics to utilize current networks and followers on social media accounts to provide our targeted audiences with key project information.
d. Website Graphics: To help the City introduce PARKSMARTER and TEXTTO-PAY to the parking public, IPS Group is offering custom-designed web elements to educate the public on how to use mobile payment options. e. Continued Support: Marketing and public relations support will continue throughout the life of the contract with the City.
vi. Our structured implementation timeline spans 13 weeks and includes phased installation, public launch coordination, hands-on training for city staff and enforcement personnel, and live monitoring to ensure smooth transition. We support zone and space numbering sequences as defined by the city ensuring consistency across all parking systems.
vii. Additional sample images of signage, decals, and implementation materials incorporating coastal-appropriate durability and high-visibility placement can be provided upon request.
c. Configuration Capabilities
i. There are no configuration limitations on the City's rate structure. Our system provides full rate structure configuration through the DMS, supporting different rates by zone, time of day, length of stay, and day of the week. The system can handle complex rate structures including dynamic and progressive rates for peak occupancy periods. City can adjust rates by zone and configure parking regulations including hours of operation, prepayment options, maximum time limits, minimum parking time, and lockout periods. All configurations can be managed centrally and pushed to all MPP System partners, with changes processed automatically in real time without system downtime.
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Exhibit “A”-6 PROFESSIONAL SERVICES AGREEMENT
ii. PARK SMARTER and TEXT-TO-PAY incorporate advanced “fuzzy logic” capabilities to account for common human errors and variations in license plate recognition. This includes tolerance for character misreads (e.g., “O” vs. “0,” “B” vs. “8”), transpositions, and partial plate entries. The system generates close-match suggestions based on configurable similarity thresholds, enabling enforcement personnel to quickly identify and confirm likely matches while minimizing false positives. These tools are integrated into the vetting workflow to improve accuracy, efficiency, and overall enforcement confidence.
iii. IPS has extensive experience integrating with citation enforcement technology through real-time, API-based connections. In addition to IPS enforcement tools, we have active enforcement integrations with IPS Enforcement, T2 Systems, Conduent, GTechna, Turbo Data, Tyler Technologies, Passport, Genetec LPR, Route 1 LPR, Indect LPR, and Tannery Creek LPR.
iv. Our system seamlessly integrates with third-party enforcement applications including handhelds and mobile LPR systems to transmit transactional data in real time using secure communication methods. We provide standardized data share APIs and documentation to facilitate integration with any vendor. v. For the City, we will provide real-time integration with your current citation management system (Data Ticket) and future LPR system at no additional cost. Our enforcement staffwillhave immediateaccess to proof-of-paymentdata in thefield for real-time verification of payment status.
vi. IPS has an existing integration with Data Ticket and utilizes it currently in our work for the City of Laguna Beach.
vii. IPS serves as the merchant of record and provides comprehensive merchant processing services.
viii. Processing Fees: We charge a secure credit card gateway/convenience fee of $0.35 per transaction, which is paid by the customer. Optional merchant processing fees are available and quoted based on your specific needs. We can provide preferred pricing for small-ticket mobile payment merchant processing upon request. ix. Invoicing and Payments: The City retains 100% of the parking rate, with all processing and transaction fees paid by the customer.We provide detailed monthly statements listing all per-transaction charges. Revenue is transferred to the City by the 15th day of the following month.
x. Reconciliation Process: We provide thorough and fully transparent auditing 29 30 of 249
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capabilities for mobile payments. You will have access to daily and monthly credit card settlement reports to 100% reconcile with merchant account statements. We provide complete details on each transaction including summary by day, summary by card type, summarybybatch,chargebacks andreversals,adjustments,andfees.Payments are processed and posted within 24 hours, and we reconcile the account prior to disbursement of funds to you.
d. Use of Existing App and Data
i. IPS will transition the existing Laguna Beach Parking App through a coordinated implementation approach that preserves the City-owned domain and migrates current users to the updated PARK SMARTER platform. Our transition process includes:
a. System Configuration and Integration: IPS will configure our Data Management System (DMS) to adopt the City's existing paid parking zoning system, ensuring continuity in location identification and rate structures. The system will be set up to support the City's requirement for customer-paid convenience fees covering all MPPS processing expenses. b. Seamless User Migration: Current app users will be transitioned to the updated platform with minimal disruption. The existing Laguna Beach Parking App domain will be maintained and supported by IPS, preserving brand recognition for the 430,000+ existing downloads while delivering enhanced functionality through PARK SMARTER.
c. Payment Method Expansion: The updated system will maintain support for existing payment methods with planned expansion to additional payment options as needed. Apple Pay and Google Pay support is currently in development and expected to be available mid-2026.
d. Public Outreach and Education: IPS will partner with the City to execute a comprehensive outreach program beginning at least 14 days prior to launch, including customized messaging, signage, and user surveys to ensure smooth adoption and gather feedback on the transition experience. e. Phased Deployment: Implementation will follow a structured approach including project initiation, system configuration, equipment deployment, customer adoption support, go-live monitoring, and ongoing optimization to ensure operational continuity throughout the transition. ii. IPS will work with the City to migrate existing user data from the current Laguna Beach Parking App database into our system. We follow a strict data conversion protocol to ensure no downtime during the transition process. Our team has 30 31 of 249
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Exhibit “A”-8 PROFESSIONAL SERVICES AGREEMENT
successfully converted multiple clients from other mobile payment platforms, bringing that experience to this implementation.
iii. We will coordinate with the existing vendor to obtain the existing customer database in the appropriate format, including user accounts, registered license plates, and payment methods. This data will be securely imported into our system, allowing current users to retain their account information and continue using the Laguna Beach Parking App without needing to re-register. iv. Our implementation team will manage every aspect of the conversion process to ensure a smooth transition for your 430,000+ existing app users. d. MPPS Management System
Our DMS provides real-time verification of parking spaces' payment status including session start and end time for enforcement purposes. Enforcement staff can access current payment information through the secure, web-based back-office system, which includes real-time and historical payment transaction data with search and look-up capabilities. This enables officers to immediately verify whether a vehicle has paid for parking and view the active session details during field enforcement activities. e. Training
i. We provide a comprehensive training program for our mobile payment tools that delivers as much training (both on-site and web-based) as needed by City staff.
This includes the option for additional and customized sessions before, during, and after pay-by-cell app deployment. Training is designed to be comprehensive yet efficient, requiring as little as one hour to complete due to the platform's intuitive design. The training program covers essential topics including creating an account, single sign-on (SSO), transactions, and administration. Training is delivered remotely via webinar, making it accessible and convenient for operations staff. The program includes unlimited remote sessions for refresher training, ensuring staff can receive ongoing support as needed. ii. Additionally, manuals are provided for reference material, and as new features are deployed, additional training sessions can be established at mutually agreeable times to provide updates and ensure staff maintain proficiency with the system. iii. Types of Training Courses with Target Audience:
a. PARK SMARTER/TEXT-TO-PAY Training – Operations Staff b. Data Management System Usage – Operations Supervisors/Managers, Adjudication Staff, Project Managers, System Administrators 31 32 of 249
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iv. Description of Courses:
a. PARK SMARTER/TEXT-TO-PAY: Creating an account, single signon (SSO), transactions, and administration b. Data Management System: Financial, technical, and administrative reporting capabilities; advanced training for system administrators on configurations v. Length of Course:
a. PARK SMARTER/TEXT-TO-PAY: 1 hour
b. Data Management System: 1-2 hours per session
vi. Method of Training:
a. On-site classroom sessions
b. Remote instructor-led sessions (webinar/video conference) c. Recorded video modules
d. Combination of classroom-style instruction with hands-on system use vii. No prerequisites required. Training is designed for staff at all levels and includes both basic and advanced sessions tailored to functional user groups. g. Warranty & Contract Support
i. IPS provides comprehensive support services on peak days, including holidays and weekends. Standard support is available Monday through Friday from 8:00 a.m. to 5:00 p.m., with extended hours (8:00 a.m. to 8:00 p.m., Monday through Saturday) available based on your requirements. This flexibility allows us to align support coverage with peak parking activity and seasonal demand. ii. General response times within 8 hours of contact during support hours. For critical system issues, we provide 24/7 monitoring and services for outages or issues that impact the entire system.
iii. For scheduled maintenance, we provide notification at least seven days in advance. Scheduled maintenance is coordinated to have minimal impact on your operations and is excluded from uptime calculations.
iv. Support requests that cannot be handled immediately are acknowledged within one business day and updated on a mutually agreed upon timeline. All support requests are tracked through a ticket tracking system to ensure proper resolution and accountability.
h. Additional Services
i. IPS offers several enhanced services and features currently available or in nearterm development. We are happy to discuss any of these products in greater detail upon request:
a. Mobile Payment Solutions: PARK SMARTER provides a feature-rich mobile app with real-time expiration alerts, remote session extensions, multivehicle management, and Parking Finder tool for locating available parking. 32 33 of 249
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TEXT-TO-PAY offers a no-download option via QR code or text message for quick, contactless payments—ideal for visitors and occasional users. b. Unified Data Management: Elevate™ is a next-generation, web-based back-office solution that serves as a centralized platform for managing all aspects of the parking ecosystem, ingesting, normalizing, and displaying citation data alongside meter, mobile payment, and permit data. The platform enables staff to monitor and control pay stations, view real-time transaction data, manage mobile payments, analyze system performance, and generate detailed reports across multiple vendors and systems—all from a single, user-friendly dashboard. Tier 1, Tier 2, and Tier 3 are included.
c. AI-Powered Customer Support: IPS is developing IPSy, a custom AI Chatbot that will be integrated into the TEXT-TO-PAY interface to provide immediate support for common questions and issues.
d. Flexible Integration Capabilities:
i. IPS maintains open-architecture APIs that enable real-time integration with third-party systems including citation management, LPR, parking guidance, and municipal asset management systems.
We have existing integrations with Passport, Pay-by-Phone, ParkMobile, Conduent, Genetec, Gtechna, and various parking operators.
ii. These services integrate seamlessly through standardized APIs and unified data management, ensuring customers experience
consistent, convenient access across all payment channels while the City maintains centralized operational control and reporting. e. Multi-Space Pay Stations: IPS is pleased to have partnered with the City of Laguna Beach on an implementation of over 3,000 single-space parking meters. Multi-space solutions are also available. MS3™ Multi-Space Pay Stations and MSX™ Multi-Space Kiosks are solar-powered with battery backup and cloud-based parking payment solutions that support dynamic pricing models, free periods for holidays and Sundays, and allow control of time of day settings, parking duration, and hourly fees. The MSX™ is a cashless universal kiosk ideal for campuses and off-street parking, featuring contactless and mobile payment options, merchant coupons, multilanguage support, and a vibrant full-color touchscreen for an express checkout experience.
ii. PARK SMARTER supports discounts, passes, and special event parking programs. PARK SMARTER leverages the DMS for managing all policies, rates and restrictions. The DMS supports different special events and holidays, and can handle different rates by time of the day, user class, different meters, prepay for parking spaces, jump rates, flat rates, and progressive rates. Additionally, IPS offers a separate validation service that can be used in conjunction with PARK SMARTER to allow merchants to offer parking validation services, including unique discount codes.
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Exhibit “A”-11 PROFESSIONAL SERVICES AGREEMENT
a. Regarding costs and fees: PARK SMARTER is a service provided by IPS that comes at no additional cost to your organization. You only incur the credit card transaction fee—the same fee that is incurred on parking transactions made with a credit card. The system plainly displays the total price for parking sessions to be paid by end users before they make payment, including all related fees such as transaction fees, SMS fees, credit card processing fees, and any additional fees that your organization may apply to the user.
iii. We offer real-time payment display on single-space meters. When a customer pays using the mobile app, the meter interface displays the paid status and time immediately. This real-time data exchange ensures that enforcement practices are not impacted while providing customers with maximum payment flexibility. iv. Our MPPS solution is designed with API-based architecture that enables seamless integration with third-party systems and future municipal platforms. We provide standardized data share APIs and comprehensive documentation that allow the City to connect the mobile parking payment system with other municipal services within a unified application.
a. Our platform supports real-time data transmission and can integrate with any system by receiving the data format specification, transmission API, and frequency requirements. We have proven integration capabilities with multiple vendors and platforms, demonstrating our ability to work within complex, multi-system environments.
b. The solution's web-based management system consolidates all parking transaction data, enforcement information, and analytics in a centralized platform. This architecture allows the City to aggregate parking data alongside other municipal services, supporting your long-term vision of a unified City mobile application. All integrations can be implemented without additional cost throughout the contract term, ensuring flexibility as your unified platform evolves.
II. METERS AND REPAIRS
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Exhibit “A”-12 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A”-13 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A”-14 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A”-15 PROFESSIONAL SERVICES AGREEMENT
*Buyback credits may only be applied toward the purchase of IPS Multi-Space Meters (MSPM). All MSPMs purchase during the program period will include a 24-month extended warranty at no additional cost.
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Exhibit “A”-16 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A”-17 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A”-18 PROFESSIONAL SERVICES AGREEMENT
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Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
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Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"
SCHEDULE OF SERVICES
I. PARKING SOFTWARE SOLUTION
Upon full execution of this Agreement, the structured implementation, which includes public launch coordination, hands-on training for city staff and enforcement personnel, and live monitoring to ensure smooth transition, will be completed within 13 weeks.
II. METERS AND REPAIRS
Consultant shall provide meters and repairs as soon as reasonably practical upon request of City.
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Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"
COMPENSATION
I. PARKING SOFTWARE SOLUTION
i. Processing Fees: Consultant charges a secure credit card gateway/convenience fee of $0.35 per transaction, which is paid by the customer.
Consultant also charges a merchant processing fee of $0.15 per transaction:
ii. Invoicing and Payments: The City retains 100% of the parking rate, with all processing and transaction fees paid by the customer.We provide detailed monthly statements listing all per-transaction charges. Revenue is transferred to the City by the 15th day of the following month.
iii. Reconciliation Process: We provide thorough and fully transparent auditing capabilities for mobile payments. You will have access to daily and monthly credit card settlement reports to 100% reconcile with merchant account statements. We provide complete details on each transaction including summary by day, summary by card type, summarybybatch,chargebacks andreversals,adjustments,andfees.Payments are processed and posted within 24 hours, and we reconcile the account prior to disbursement of funds to you.
II. METERS AND REPAIRS
City shall pay Consultant in accordance with the prices identified below for any device or repair services ordered by City.
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(BB&K 2017) Exhibit “D”-2
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(BB&K 2017) Exhibit “D”-3
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(BB&K 2017) Exhibit “D”-4
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(BB&K 2017) Exhibit “D”-5
*Buyback credits may only be applied toward the purchase of IPS Multi-Space Meters (MSPM). All MSPMs purchase during the program period will include a 24-month extended warranty at no additional cost.
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(BB&K 2017) Exhibit “D”-6
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(BB&K 2017) Exhibit “D”-7
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(BB&K 2017) Exhibit “D”-8
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AGENDA REPORT
Meeting Date
May 28, 2024
Consent
4 SUBJECT: AWARD SERVICE PROVIDER AGREEMENT FOR PARKING METER
OPERATIONS AND TRANSACTION PROCESSING AND FIND ACTION
EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT
RECOMMENDATION: It is recommended that the City Council:
1. Authorize the City Manager to enter into a five- year service provider agreement with IPS Group, Inc. for a not -to -exceed amount of $1, 490, 000for parking meter operations and transaction processing, with the option to extend for an additional one- year period; and
2. Find this action exempt from the California Environmental Quality Act.
Appropriation: Fund Name:
Submitted By: Approved:
MichaellLitschi, Dic/* A-fTransit and
Community Services
DaveKLif% ty Manager
SUMMARY OF THE MATTER
The City of Laguna Beach operates approximately 1, 800 solar -powered on -street parking meters and 15 multi -space pay stations provided by IPS Group, Inc. (IPS), accepting coins and credit cards. Staff recommends entering into a five- year agreement with IPS for parking meter operations and transaction processing with a one- year option term. In 2023, IPS parking meters brought in more than $4. 5 million in revenue, and credit card payments represented approximately 88 percent of total revenue.
DISCUSSION
IPS has provided maintenance, replacement parts, and data management services for the City' s parking meters since 2008. The current agreement with IPS for parking meter operations and transaction processing will expire on June 30, 2024. Staff recommend entering into a five- year agreement with IPS (Attachment 1) for a not -to -exceed amount of $1, 490, 000 for parking meter transaction processing, with the option to extend for an additional one- year period. The first year of the agreement has a not -to -exceed amount of 295, 000, which is approximately 22 percent of overall transactions. Subsequently, there is an annual increase of approximately 0. 5percent due to contractual increases for data management and per transaction fees.
Per Section 2. 30. 050( b) ofthe City' s Municipal Code, this agreement meets the criteria for a Sole Source Service that is exempt from the bid requirements specified in Section 2. 30. 030 due to the unique nature of the services, which are exclusively available from IPS. IPS is the only vendor that can process credit card payments on IPS equipment and provide payment transaction data. Ifthe City purchases pay stations and/ or parking meters from a different vendor in the future, a new agreement for operations and transaction processing will be negotiated with that vendor.
In 2022, the City began to replace single- space IPS parking meters with multi -space IPS pay stations in certain areas of the City, including in front of City Hall and on CliffDrive near Diver' sCove. Eight multi - space pay stations were installed in front of the Sawdust Festival on Laguna Canyon Road and Frontage Attachment 2
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INDEPENDENT CONTRACTOR AGREEMENT
FOR COIN/REDIT CARD PROCESSING AND DATA MANAGEMENT SERVICES THIS AGREEMENT is made and entered into this a. b' n' day of fu h e , 2024 Effective Date), by and between the City ofLaguna Beach, a Municipal Corporation, hereinafter referred to as the " CITY," and IPS Group, Inc., hereinafter referred to as " INDEPENDENT CONTRACTOR." CITY and INDEPENDENT CONTRACTOR are sometimes individually referred to herein as " Party" and collectively as " Parties."
RECITALS
WHEREAS, the CITY desires to engage INDEPENDENT CONTRACTOR to render coin and credit card processing and data management services for all the single space meters and IPS multi - space pay stations located within the City; and WHEREAS, since 2011 the City has purchased and installed over 1, 809 single- space meters and 15 multi -space pay stations; and
WHEREAS, on November 1, 2011, the CITY and INDEPENDENT CONTRACTOR entered into a Professional Service Agreement for Credit Card Parking Meters and Data Management Services (" Original Agreement"); and
WHEREAS, there have been a total of seven amendments to the Original Agreement with the Parties most recently executing Contract Amendment 7 of the Original Agreement on or around July 1, 2023. to extend the term of the Original Agreement and compensation for INDEPENDENT CONTRACTOR' Sservices; and
WHEREAS, the CITY has a need for the software provided by IPS to maintain the singlespace meters and multi -space pay stations in use and IPS is uniquely positioned to fulfill this requirement due to the specific need for its software services; and WHEREAS, INDEPENDENT CONTRACTOR is qualified and agreeable to render the services desired by the CITY.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter expressed and intending to be bound hereby, the Parties hereto do mutually agree as follows:
PART I
FUNDAMENTAL TERMS
Article 1. Engagement of INDEPENDENT CONTRACTOR
The CITY hereby agrees to engage INDEPENDENT CONTRACTOR to perform the services as hereinafter set forth, and INDEPENDENT CONTRACTOR agrees to perform those services in accordance with the terms and conditions of this Agreement.
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Article 2. Scope of Services
In compliance with all terms and conditions of this Agreement, INDEPENDENT CONTRACTOR shall perform all work necessary to complete, in a manner satisfactory to the CITY, any services, including parking meter operations and transaction processing, procurement of equipment, maintenance, and replacement parts. and data management services requested by the CITY, as further described in Appendix A, Scope of Services.
Appendix A includes INDEPENDENT CONTRACTOR' scurrent pricing for its services, equipment, maintenance, and replacement parts for the Agreement term. INDEPENDENT CONTRACTOR shall provide CITY with MST", IPS Credit Card -Enabled Single -Space Meter software services at a monthly data and management fee of $9. 00 per single- space parking meter and $ 0.7 per credit card transaction at single- space meters as further described in the table titled MST. Ongoing Fees" in Appendix A. Data and management fees for all multi - space stations currently installed and are installed in the future will be charged at a per multi -space station fee with no per transaction fees applied. INDEPENDENT CONTRACTOR shall further provide CITY with IPS MS3T" Multi -Space Pay Station software services at the current per pay station fee of $ 55. 00 per month, as further detailed hi table titled " Multi -Space Ongoing Costs" in Appendix A. The CITY shall only be billed for services, maintenance, equipment, and replacement parts that the CITY specifically requests or requires during the Term of the Agreement.
Article 3. Term and Time of Performance
The initial terns of this Agreement shall commence on July 1, 2024, and shall continue and remain in effect until June 30, 2029 (" Term"). Thereafter, the Agreement may be extended for a period of one- year at the sole option of the City. The services of INDEPENDENT CONTRACTOR are to commence within five (5) days after this Agreement has been approved by the CITY and the CITY has authorized work to start by the written issuance of a Notice to Proceed, Article 4. Payment and Limitation of Cost
The CITY shall compensate INDEPENDENT CONTRACTOR for actual services performed under Article 2 in accordance with the following schedule:
A. For the Term of this Agreement, CITY shall pay an amount not to exceed One Million Four Hundred Ninety Thousand Dollars ($ 1. 490, 00) for the services of INDEPENDENT CONTRACTOR.
In order to receive payments for the actual services performed, INDEPENDENT CONTRACTOR shall submit to the CITY a monthly invoice. The invoice will delineate the services performed with specificity, the amount invoiced to date, and such other documentation as may be necessary or requested by the CITY to demonstrate that appropriate progress has been made toward completion of the services, the specific services provided, and equipment procured.
Notwithstanding the foregoing, the amount allocated in Subsection A of this Article represents the maximum compensation the CITY is willing to pay for the services rendered during the term of this Agreement. In no event shall the total compensation exceed the amount specified in Subsection A without the prior written authorization of the City.
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Article 5. Attachments
The provision set forth in Part II, General Provisions, and Appendix A, "Scope of Services," are by reference incorporated herein and made a part hereof.
Article 6. Integration
This Agreement. including Appendix A, represents the entire understanding of the CITY and INDEPENDENT CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement.
Agreement No. 24- 35
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IN WITNESS WHEREOF, the persons executing this Agreement warrant and represent that they are authorized to do the same on behalf of the Parties hereto and are authorized to bind those Parties to the terms and conditions of this Agreement.
CITY OF LAGUNA BEACH INDEPENDENT CONTRACTOR
Dave Kiff, City Manager
APPROVED AS TO FORM:
OP IAA. 4,K- AAA aDDt
egan Garibaldi, City Attorney
Date: June 13 2024
By Webber ( Jun 8. 2024 OS, Pon
Title General Counsel
Address 7737 Kenamar Ct.,
San Diego CA 92121
4- Agreement No. 24- 35
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PART II
GENERAL PROVISIONS
SECTION ONE: SERVICES OF INDEPENDENT CONTRACTOR
1. Scope of Services. In compliance with all terms and conditions of this Agreement, INDEPENDENT CONTRACTOR shall perform all work necessary covered by this Agreement in a manner satisfactory to the CITY. This Agreement includes the services described and set forth in Appendix A, Scope of Services, attached hereto and by reference incorporated herein and made a part hereof, which may be referred to as " services."
1. 2 Changes and Additions to Scope of Services. The CITY shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra services beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said services. No payment for extra services caused by a change in scope or complexity of work shall be made, unless and until such extra services and a price therefore have been authorized in writing and approved by the CITY. Such written approval shall set forth the changes of work, extension of time for preparation, and adjustment of the fee to be paid by the CITY to INDEPENDENT CONTRACTOR. No claim for said additional work shall be made unless such additional work has been specifically authorized in writing by the CITY.
1. 3 Specifications. All specifications, manuals, or standards, either attached to this Agreement or incorporated herein by reference, are deemed to be the version in effect as of the date of this Agreement and are binding as to the performance of the work in this Agreement unless they are changed by written amendment and this Agreement is modified in writing to incorporate such changes. Any changes to the specifications, manuals, or standards are subject to CITY approval.
1. 4 Standard of Performance. INDEPENDENT CONTRACTOR hereby represents and warrants that it has the experience necessary to undertake the services to be provided herein. In light of such status and experience. INDEPENDENT CONTRACTOR hereby covenants that it shall perform the services in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California and all work in a manner reasonably satisfactory to the CITY. INDEPENDENT CONTRACTOR shall be responsible for ensuring that all work performed, including by its employees or subcontractors ifany, is performed to the standards set forth in this Agreement and that such work complies with the requirements of appropriate governmental agencies and applicable laws ordinances, codes and regulations of the federal, state and local governments in effect at the time such services are performed.
Notwithstanding any other provision herein, INDEPENDENT CONTRACTOR agrees to perform all work to the reasonable satisfaction of the CITY within the time specified and according to the agreed specification. If the CITY reasonably determines that the work is not satisfactory, the CITY shall have the right to take appropriate action, including but not limited to: (i) meeting with INDEPENDENT CONTRACTOR to review the quality of the work and resolve matters of concern; (ii) requiring INDEPENDENT CONTRACTOR to repeat unsatisfactory work at no 5- Agreement No. 24- 35
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additional charge until it is satisfactory; ( iii) suspending the delivery of work to INDEPENDENT CONTRACTOR for an indefinite time; (iv) withholding payment; and ( v) terminating this Agreement as hereinafter set forth.
1. 5 Licenses, Permits, Fees and Assessments. INDEPENDENT CONTRACTOR shall obtain at its sole cost and expense all licenses. permits, and approvals that may be required by law for the performance of the services required by this Agreement. INDEPENDENT CONTRACTOR shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for INDEPENDENT CONTRACTOR' s
performance of the services required by this Agreement, and shall indemnify, defend, and hold hamiless the CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against the CITY thereunder.
1. 6 Personnel. INDEPENDENT CONTRACTOR represents that it employs, or will employ, at its own expense, personnel required in performing the services required under this Agreement. All of the services required hereunder will be performed by INDEPENDENT CONTRACTOR and all personnel engaged in the work shall be fully qualified and be authorized or permitted under state and local law to perform such services, This Agreement contemplates the personal services of INDEPENDENT CONTRACTOR and INDEPENDENT CONTRACTOR' s employees, and it is recognized by the Parties hereto that a substantial inducement to CITY for entering into this Agreement was. and is, the professional reputation and competence of INDEPENDENT CONTRACTOR and INDEPENDENT CONTRACTOR' Semployees. Neither this Agreement nor any interest therein may be assigned by INDEPENDENT CONTRACTOR, except upon written consent of CITY.
1. 7 Prohibition Against Subcontracting or Assignment. INDEPENDENT CONTRACTOR shall not subcontract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY, and excepting any services identified in Appendix A, Scope of Services, and excepting minor incidental services including, but not limited to couriers and reprographics services, In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the CITY. In the event of any unapproved transfer, the CITY may void the Agreement at the CITY' s
option in its sole and absolute discretion.
1. 8 Wage Rate Requirements. INDEPENDENT CONTRACTOR is aware of the requirements of California Labor Code Section 1720, et seq.. and 1770, et seq., as well as California Code of Regulations. Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment ofprevailing wage rates and the performance of other requirements on certain public works" and " maintenance" projects. If the services are being performed as part of an applicable " public works" or " maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $ 1, 000 or more, INDEPENDENT CONTRACTOR agrees to fully comply with such Prevailing Wage Laws. INDEPENDENT CONTRACTOR shall defend, indemnify and hold the CITY, its officials, officers. employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. To the extent applicable, it shall be mandatory upon the INDEPENDENT CONTRACTOR and any subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages ( Labor Code Sections 1771, 6- Agreement No. 24- 35
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1774 and 1775), employment of apprentices ( Labor Code Section 1777. 5), certified payroll records Labor Code Sections 1771. 4and 1776), hours of labor ( Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors ( Labor Code Section 1777.). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771. 4shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771. 4.
1. 8. This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be INDEPENDENT CONTRACTOR' Ssole responsibility to comply with all applicable Department of Industrial Relations registration and labor compliance requirements. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725. 5 and 1771. shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725. 5 and 1771.. Any stop orders issued by the Department of Industrial Relations against INDEPENDENT CONTRACTOR or any subcontractor that affect INDEPENDENT CONTRACTOR' Sperformance of services, including any delay, shall be INDEPENDENT CONTRACTOR' Ssole responsibility. Any delay arising out of or resulting from such stop orders shall be considered INDEPENDENT CONTRACTOR caused delay and shall not be compensable by the CITY. INDEPENDENT CONTRACTOR shall defend, indemnify and hold the CITY, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against INDEPENDENT CONTRACTOR or any subcontractor.
SECTION TWO: INSURANCE
2. 1 Insurance. Without limiting INDEPENDENT CONTRACTOR' sindemnification obligations, INDEPENDENT CONTRACTOR shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by INDEPENDENT CONTRACTOR, its agents, representatives, employees, and/ or subcontractors. In the event that INDEPENDENT CONTRACTOR subcontracts any portion of the work in compliance with this Agreement, the contract between the INDEPENDENT CONTRACTOR and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the INDEPENDENT CONTRACTOR is required to maintain pursuant to this Section 2. 1. If the existing policies do not meet the insurance requirements set forth herein, INDEPENDENT CONTRACTOR agrees to amend, supplement or endorse the policies to do so.
2. 1. Insurance Coverage Required. The policies and amounts of insurance required hereunder shall be as follows:
1) General Liability Insurance. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 00 01 including completed operations, with limits ofliability of not less than $ 1, 000.00 per occurrence and S2, 000,00 annual aggregate for
performance of this Agreement. The limits
liability
shall
arising
be provided
out of INDEPENDENT
by either a single
CONTRACTOR' s
primary policy or
combination of policies. If limits are provided with excess and/ or umbrella coverage, then the 7- Agreement No. 24- 35
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limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, then the aggregate shall be double the each occurrence limit. 2) Automobile Liability Insurance. Automobile Liability Insurance with a limit of liability of not less than $ 1, 000.0 each occurrence and S1, 000,00 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/ or umbrella coverage, then the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all " owned," hired" and " non -owned" vehicles, or coverage for" any auto." 3) Workers' Compensation Insurance. Workers' Compensation Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than S1, 000,00each accident for bodily injury and $ 1, 000,00 each employee for bodily injury by disease. Said insurance shall cover all employees of the INDEPENDENT CONTRACTOR providing any service in the performance of this agreement. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement unless INDEPENDENT CONTRACTOR' s insurance carrier is the State of California Insurance Fund ( SCIF) and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance.
Workers' Compensation is not required for sole proprietors or a partnership with no employees.
However, the INDEPENDENT CONTRACTOR must complete a " Workers' Compensation Declaration." This form may be obtained from CITY staff. 4) Professional Liability Insurance. Professional Liability Insurance with minimum limits of $ 1, 000,00 each claim. Covered professional services shall include all work performed under this Agreement and delete any exclusion that may potentially affect the work to be perfored.
Evidence of Insurance. The INDEPENDENT CONTRACTOR, concurrently with the execution of this Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the CITY. The certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the CITY. If such coverage is cancelled or reduced, INDEPENDENT CONTRACTOR shall, within ten ( 10) days after receipt ofwritten notice of such cancellation or reduction of coverage, file with the CITY evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
Original, signed insurance certificates and endorsements must be sent via email from INDEPENDENT CONTRACTOR' sinsurance broker/ agent to the CITY.
The CITY project title or description MUST be included in the " Description of Operations" box on the certificate.
Certificate Holder:
Agreement No. 24- 35
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City of Laguna Beach, California
2. Endorsements.
Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the CITY for its written approval.
2.1 The insurance coverage required by Section 2. 1.() Commercial General Liability shall contain the following provisions or be endorsed to provide the following:
Additional Insured: The CITY, its elected officials, officers, employees, volunteers, boards, agents and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement .
Additional Insured Endorsements shall not:
1. Exclude " Contractual Liability"
2. Restrict coverage to the " Sole" liability of the INDEPENDENT
CONTRACTOR
3. Exclude " Third -Party -Over -Actions"
4. Contain any other exclusions contrary to the Agreement.
Primary Insurance: This insurance shall be primary and any other insurance whether primary, excess, umbrella or contingent insurance, including deductible, or self- insurance available to the insureds added by endorsement shall be in excess of and shall not contribute with this insurance.
A statement on an insurance certificate will not be accepted in lieu ofthe actual endorsement.
2. The policy or policies of insurance required by Section 2. 1.(3) Workers' Compensation shall be endorsed as follows:
Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
2.3 Any deductible in excess of 550, 00 and/ or Self -Insured Retentions must be approved in writing by the CITY.
2.4 Acceptable Insurance. Each policy shall be from a
company with current A. M.
Best' s rating of A VII or higher and authorized to do business in the State of Califomia, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by the CITY.
2.5 Insurance of Subcontractor. INDEPENDENT CONTRACTOR shall be responsible for causing its subcontractors to maintain the same types and limits of coverage in 9- Agreement No. 24- 35
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compliance with this Agreement, including naming the CITY, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insured to the subcontractor' s
policies.
2. 3 Notice of Cancellation. Required insurance policies shall not be cancelled or the coverage reduced until a
thirty (30) day written notice of cancellation has been served upon the CITY; except ten ( 10) day written notice shall be allowed for non- payment of premium.
2. 4 Contractual Liability. Die coverage provided shall apply to the obligations assumed by INDEPENDENT CONTRACTOR under the indemnity provisions of this Agreement.
2. 5 Claims Made Policies " aka: Tail Coverage." If coverage is written on a claims - made basis, the retroactive date on such insurance and all subsequent insurance shall coincide or precede the effective date of the initial Agreement with the CITY and continuous coverage shall be maintained or an extended repotting period shall be exercisedfor a period of at least three (3) years from termination or expiration ofthis Agreement. Upon expiration or termination of coverage of required insurance, INDEPENDENT CONTRACTOR shall procure and submit to CITY evidence of" tail" coverage or an extended reporting coverage period endorsement for the period of at least three ( 3) years from the time that all work under this Agreement is completed.
2. 6 Waiver of Subrogation. Required insurance coverages shall not prohibit INDEPENDENT CONTRACTOR from waiving the right of subrogation prior to a loss. INDEPENDENT CONTRACTOR shall waive all rights of subrogation against the indemnified parties and policies required under this Agreement shall contain or be endorsed to contain such a provision.
2. 7 Failure to Maintain Coverage. INDEPENDENT CONTRACTOR agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the CITY. The CITY shall have the right to withhold any payment due INDEPENDENT CONTRACTOR until INDEPENDENT CONTRACTOR has fully complied with the insurance provisions of this Agreement.
In the event that INDEPENDENT , CONTRACTOR' s
operations are suspended for failure to
maintain required insurance coverage, INDEPENDENT CONTRACTOR shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.
SECTION THREE: INDEMNIFICATION
3. 1 Indemnification. To the greatest extent allowed by law, INDEPENDENT CONTRACTOR shall indemnify, defend with counsel of CITY' schoosing, and hold harmless the CITY and its officers, officials, employees, agents and volunteers (" Indemnitees") from and against any and all liability, loss, damage, causes of action, claims, suits, actions, arbitrations proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs ( including, without limitation, attorney' sfees and costs and fees of litigation, including expert witness fees) (collectively, " Liability") of every nature, whether actual, alleged or
performance
threatened.
ofthe
arising
services
out
provided
of or in
under
connection
this Agreement
with
or
INDEPENDENT
its failure to comply
CONTRACTOR' s
with any of its
obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of the CITY. INDEPENDENT CONTRACTOR' sobligation to indemnify 10- Agreement No. 24- 35
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shall not be restricted to insurance proceeds, ifany, received by INDEPENDENT CONTRACTOR or the CITY or the Indemnitees.
3. 1. INDEPENDENT CONTRACTOR' sobligation to defend and indemnify shall not be excused because of INDEPENDENT CONTRACTOR' sinability to evaluate Liability or because INDEPENDENT CONTRACTOR evaluates Liability and determines that INDEPENDENT CONTRACTOR is not liable to the claimant. INDEPENDENT CONTRACTOR must respond within 30 days to the tender of any claim for defense and indemnity by the CITY, unless this time has been extended by the CITY. If INDEPENDENT CONTRACTOR fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due INDEPENDENT CONTRACTOR under and by virtue of this Agreement as shall reasonably be considered necessary by the CITY, maybe retained by the CITY until disposition has been made of the claim or suit for damages, or until INDEPENDENT CONTRACTOR accepts or rejects the tender of defense, whichever occurs first.
3. 1. 2 With respect to third party claims against INDEPENDENT CONTRACTOR, INDEPENDENT CONTRACTOR waives any and all rights of any type to express or implied indemnity against the Indemnitees.
3. 1. If any term of portion of this Section 3 is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, said section shall be interpreted to allow the broadest indemnity permitted by law.
SECTION FOUR: LEGAL RELATIONS AND RESPONSIBILITIES
4. 1 Independent Contractor. It is expressly understood that in the performance ofthe services under the Agreement, INDEPENDENT CONTRACTOR shall be, and is, an " independent contractor" under applicable law, and is not an agent or employee of the CITY. The CITY shall not in any way or for any purpose become or be deemed to be a partner of INDEPENDENT CONTRACTOR in its business or otherwise, or a joint venturer, or a member of any joint enterprise with INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the CITY. The INDEPENDENT CONTRACTOR has and shall retain the right to exercise full control and supervision of the services, and full control over the employment, direction, compensation and discharge of all persons assisting INDEPENDENT CONTRACTOR in the performance of required services. INDEPENDENT CONTRACTOR shall be solely responsible and hold the CITY harmless for all matters relating to the payment of INDEPENDENT CONTRACTOR' s
employees, including compliance with Social Security withholdings and all other regulations governing such matters. Neither INDEPENDENT CONTRACTOR nor any of INDEPENDENT CONTRACTOR' s
employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement or other fringe benefits from the CITY; and neither the CITY nor any of its employees shall be paid by the CITY time and one- half for working in excess of forty ( 40) hours in any one week. Neither INDEPENDENT CONTRACTOR nor any of INDEPENDENT CONTRACTOR' semployees shall be included in the competitive service, have 11- Agreement No. 24- 35
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any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement.
4. 2 Non - Discrimination and Equal Employment Opportunity. During its performance under this Agreement, INDEPENDENT CONTRACTOR agrees as follows:
4. 2. 1 Equal Employment Opportunity. In connection with its performance under this Agreement. INDEPENDENT CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, sexual orientation, AIDS or AIDS - related symptoms ( including HIV positive findings), physical disability, mental disability, mental condition, family care leave, sexual orientation, ancestry or national origin. Actions encompassed by this prohibition shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment, or recruitment advertising; layoff or termination: rate of pay, or other forms of compensation; and selection for training, including apprenticeship.
4. 3 Proprietary Information. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of INDEPENDENT CONTRACTOR. All proprietary information developed specifically for the CITY by INDEPENDENT CONTRACTOR in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material or software programs, but not including INDEPENDENT CONTRACTOR' s
underlying materials, software, or know- hw, shall be the sole and exclusive property of the CITY, and are confidential and shall not be made available to any person or entity without the prior written approval of the CITY. INDEPENDENT CONTRACTOR agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary infomtation developed in connection with or resulting from the performance of INDEPENDENT CONTRACTOR' sservices under this Agreement.
INDEPENDENT CONTRACTOR further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performances of services by INDEPENDENT CONTRACTOR under this Agreement shall be made to the CITY, and that INDEPENDENT CONTRACTOR shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by the CITY.
4. Use of Patented Materials. INDEPENDENT CONTRACTOR shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by INDEPENDENT CONTRACTOR under this Agreement. INDEPENDENT CONTRACTOR shall indemnify, defend, and save the CITY harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials.
4. 5 Retention of Funds. INDEPENDENT CONTRACTOR hereby authorizes the CITY to deduct from any amount payable to INDEPENDENT CONTRACTOR ( where arising out of the Agreement or otherwise) any amounts the payment ofwhich may be in dispute hereunder or which are necessary to compensate the CITY for any losses, costs, liabilities or damages suffered by the CITY, and all amounts for which the CITY may be liable to third parties, by reason of INDEPENDENT CONTRACTOR' s negligent acts, errors, or omissions, or willful misconduct in 12- Agreement No. 24- 35
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perforating or failing to perform INDEPENDENT CONTRACTOR' s obligations under this Agreement. The CITY in its sole and absolute discretion, may withhold from any payment due to INDEPENDENT CONTRACTOR, without liability for interest, an amount sufficient to cover such claim or any lien. The failure of the CITY to exercise such right to deduct or withhold shall not act as a waiver of INDEPENDENT CONTRACTOR' s
obligation to pay the CITY any sums
INDEPENDENT CONTRACTOR owes the CITY.
4. 6 Termination for Convenience of the CITY. The CITY, in its sole discretion, may terminate this Agreement at any time, with or without cause, by giving sixty ( 60) days written notice of INDEPENDENT CONTRACTOR of such termination. In that event, all finished or unfinished documents and other materials shall, at the option of the CITY, become the CITY' s property. If this Agreement is terminated by the CITY as provided herein, then INDEPENDENT CONTRACTOR will be paid an amount which bean the same ratio to the total compensation as the services actually performed bear to the total services of the INDEPENDENT CONTRACTOR covered by this Agreement, less payments of compensation previously made.
4. 6. 1 In addition to its right to terminate pursuant to Section 4. 6, CITY may terminate this Agreement in the event of failure of INDEPENDENT CONTRACTOR to perform its obligations in accordance with the terms of this Agreement, provided that INDEPENDENT CONTRACTOR fails to cure such failure within ten ( 10) calendar days after receipt of such written notice or within a period that the parties agree to in writing.
4. 7 Termination of Agreement
4. 7. 1 In the event the CITY terminates this Agreement in whole or in part as provided in this Section, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those described in this Agreement.
4. 7.2 Except with respect to defaults of subcontractors, the INDEPENDENT CONTRACTOR shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of INDEPENDENT CONTRACTOR. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes and unusually severe weather; but in every case, the failure to perform must be beyond the control of. and without the fault or negligence of INDEPENDENT CONTRACTOR.
4. 7. 3 Upon receipt of notice oftermination from CITY, INDEPENDENT CONTRACTOR shall immediately stop its services, unless otherwise directed in writing by the CITY, and deliver to CITY all data, drawing, reports, estimates, summaries and such other information and materials as may have been accumulated by INDEPENDENT CONTRACTOR in the performance of this Agreement, whether completed or in process. Upon termination, INDEPENDENT CONTRACTOR shall be paid the value of the work performed, less payments of compensation previously made.
4. 8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting parry on any default shall impair such right or remedy or be construed as a waiver. A party' s consent to or approval of any act by the other party requiring the party' sconsent or approval shall 13- Agreement No. 2435
65 66 of 249
not be deemed to waive or render unnecessary the other party' sconsent to or approval of any subsequent act. Any waiver by either party of any default must be in writing.
4. 9 Legal Actions. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted or maintained in the County of Orange. and INDEPENDENT CONTRACTOR agrees to submit to the personal jurisdiction of the court. If any claims related to the performance hereunder be asserted against either party hereto, then the party claimed against shall receive reasonable assistance from the other.
4. 10 Rights and Remedies are Cumulative. The rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any rights or remedies for the same default or any other default by the other Party.
4. 11 Attorneys' Fees. In any action between the Parties hereto seeking enforcement of any of the terms of provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to have and recover from the other Party its reasonable costs and expenses, including, but not limited to, reasonable attorneys' fees, expert witness fees and courts costs. If either Party to this Agreement is required to initiate or defend litigation with a third party because ofthe violation of any term or provision ofthis Agreement by the other Party, then the Party so litigating shall be entitled to its reasonable attorneys' fees and costs from the other Party to this Agreement.
4. 12 Jurisdiction. This Agreement shall be interpreted in accordance with the statutes and laws of the State of California, the City of Laguna Beach and any other government agency applicable to the subject of this Agreement and the performance hereunder.
4. 13 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of the CITY shall be personally liable to INDEPENDENT CONTRACTOR, or any successor in interest, in the event of any default or breach by the CITY, or for any amount which may become due to the CITY or its successor, or for breach of any obligation of terms of this Agreement.
4. 14 Extension of Time for Delay.
4. 14. Ifthe work is delayed at any time by reason of a suspension ordered by the CITY or because of any other act of the CITY, or because of neglect by the CITY without contributory fault or neglect on the part of INDEPENDENT CONTRACTOR, or if the work should be delayed at any time by reason of strikes, acts of God, the public enemy, acts of the CITY, fire, floods, epidemics, quarantine restrictions, freight embargoes, abnormal force, violence of the elements, or for any other unforeseen cause beyond the control and without the fault or negligence of INDEPENDENT CONTRACTOR, or for any other reason which in the opinion of INDEPENDENT CONTRACTOR is proper justification for such delay, then INDEPENDENT CONTRACTOR shall be entitled to an extension of time equivalent to the time actually lost by such delay.
14- Agreement No. 24- 35
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4. 14. 2 INDEPENDENT CONTRACTOR shall file a written request with the CITY for extension of time within ten ( 10) days following the beginning of such delay, and failure to do so shall constitute a waiver thereof, provided that in case of a continuing cause of delay, only one claim will be necessary. The CITY shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY such delay is justified. The CITY' s detennination shall be in writing and be final and conclusive upon the parties to this Agreement.
4. 14. 3 A request for an extension of time or the granting of an extension of time shall not constitute a basis for any claim against the CITY for additional compensation. INDEPENDENT CONTRACTOR shall be deemed to have waived any claims for additional compensation and does hereby so waive any such claims unless he shall, at the time offiling a request for an extension of
time, likewise file a claim for additional compensation on account of such delay.
4. 15 Interests of Members of the CITY and Others. To the extent prohibited by applicable law, no officer, member or employee ofthe CITY and no member of its governing body nor other public official of the governing body of the locality or localities in which the work pursuant to this Agreement is being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the aforesaid work, shall ( 1) participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership, or association in which he or she has, directly or indirectly, any interest; or ( 2) have any interest, direct or indirect, in this Agreement or the proceeds thereof during his or her tenure or for one year thereafter.
4. 16 Interest ofINDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR hereby covenants that it has, at the time of the execution of this Agreement, no interest, and that it shall not acquire any interest in the future, direct or indirect which would conflict in any manner or degree or be inconsistent with the performance of services required to be performed pursuant to this Agreement. INDEPENDENT CONTRACTOR further covenants that in the performance of this work no person having any such interest shall be employed.
4. 17 Covenant Against Contingent Fees. INDEPENDENT CONTRACTOR warrants that it has not employed or retained any company or person to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the making of this Agreement. In the event of a breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the compensation or consideration due INDEPENDENT CONTRACTOR, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gifts or contingent fee.
4. 18 Compliance with California Unemployment Insurance Code Section 1088. 8. If INDEPENDENT CONTRACTOR is a Sole Proprietor, then prior to signing the Agreement, INDEPENDENT CONTRACTOR shall provide to the CITY a completed and signed form W- 9, Request for Taxpayer Identification Number and Certification. INDEPENDENT CONTRACTOR understands that pursuant to California Unemployment Insurance Code Section 1088. 8, the CITY will report the information from Form W- 9 to the State of California Unemployment Development Department, and that the information may be used for the purposes of establishing, modifying, or 15- Agreement No. 24- 35
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enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes.
SECTION FIVE: MISCELLANEOUS PROVISIONS
5. 1 Records and Audits. INDEPENDENT CONTRACTOR shall maintain complete and accurate records with respect to services performed ( including, but not limited to, the identity of the person doing the work a description by date and person of the work performed, and the amount of time expended on such work) and costs incurred under this Agreement. INDEPENDENT CONTRACTOR shall also maintain its records supporting its cost proposals used and relied on to enter into this Agreement. INDEPENDENT CONTRACTOR shall maintain records to show actual time and allowable costs with respect to each task set forth in the " Scopes of Services." All such records shall be maintained on a generally accepted accounting basis and shall be clearly identifiable. INDEPENDENT CONTRACTOR shall submit to the CITY such progress reports and final reports in the manner and time specified by the City. The final report and INDEPENDENT CONTRACTOR' s work product shall become the property of the CITY. A1I records required to be maintained hereunder shall be maintained by INDEPENDENT CONTRACTOR for a period of five ( 5) years.
5. 2 Access to Records. The CITY shall have access, upon reasonable notice, to the books and performance
records of INDEPENDENT
of this Agreement
CONTRACTOR
in the event
related
any audit
to INDEPENDENT
is required. The
CONTRACTOR' S
INDEPENDENT
CONTRACTOR shall allow inspection of all work data, documents, proceedings and activities related to the Agreement, and INDEPENDENT CONTRACTOR' s performance hereunder, for a period of one ( 1) year from the termination or expiration of this Agreement.
5. 3 Ownership of Records. All drawings, original documents, methodological explanations, computer programs, designs and reports and other materials prepared by INDEPENDENT CONTRACTOR in this performance of this Agreement, to the extent permitted by law, (i) shall be the property of the CITY and shall be delivered at no cost to the CITY upon request of the CITY or upon the termination ofthis Agreement in accordance with accepted standards relating to public contracts, and ( ii) are confidential and shall not be made available to any individual or entity without prior written approval of the CITY. Any additional copies will be the responsibility of the CITY.
5. 4 Notices. Unless otherwise provided herein, any notices required to be given under the Agreement shall be in writing with copies as directed herein and shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a
receipt showing date and time of delivery. Notices
personally delivered or delivered by a nail document delivery service shall be effective upon receipt. Any notice given by mail shall be deemed to have been given when deposited in the United States mails certified and postage prepaid, addressed to the party to be served as follows:
To CITY: City of Laguna Beach
Attn: Director of Transit and Community Services
505 Forest Avenue
16- Agreement No. 24- 35
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Laguna Beach, CA 92651
Notices to INDEPENDENT CONTRACTOR shall be delivered to the address set forth below INDEPENDENT CONTRACTOR' ssignature on Part I ofthis Agreement. Changes in the address to be used for receipt of notices shall be effected in accordance with this Section 5. 4.
5. Severability. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, then the remainder of this Agreement shall continue in full force.
5. 6 Authors . The person( s) executing this Agreement on behalf ofthe Parties hereto warrant that ( i) such Party is duly organized and existing, ( ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound.
5. 7 Construction and Amendment. The terms of this Agreement shalt be construed in accordance with the meaning ofthe language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the Parties by an instrument in writing.
5. 8 Extent of Agreement. This Agreement represents the entire integrated agreement between the CITY and the INDEPENDENT CONTRACTOR and supersedes all prior negotiations, representations of agreements, either written or oral. This Agreement may not be modified or amended except by a writing signed by both the CITY and the INDEPENDENT CONTRACTOR.
5. 9 Precedence. In the event of any discrepancy between Part I ("Fundamental Terms") and Part II ("General Provisions"), Part II shall take precedence and prevail over Part I. 5, 10 Compliance with Laws, INDEPENDENT CONTRACTOR warrants and represents to CITY that it shall comply with all applicable statutes, standards, rules, and regulation required by Federal, State, and local agencies, including compliance with CAUOSHA requirements as may be applicable.
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APPENDIX A
SCOPE OF SERVICES
2024 STANDARD MUNICIPAL PRICE LIST
SINGLE- SPACE AND SENSORS
CAPITAL AND ONGOING COSTS
MS'" Capital Costs New
Factory
Certified'
M5'" IPS Credit Card - Enabled Single - Space Meter
12 - month warranty, NFC contactless, RFID tag) Quantity 0- 500 535. 00 395. 00
M5'" IPS Credit Card - Enabled Single - Space Meter
12 - month warranty, NFC contactless, RFID tag) Quantity 501- 1000 525. 00 375. 00
M5'" IPS Credit Card - Enabled Single - Space Meter
12 -month warranty, NFC contactless, RFID tag) Quantity 10000 515. 00 355. 00
Optional: Add BLE capability 65. 00 65. 00
Shipping ( Ex Works — to be quoted based on ship to zip code) TBQ TBQ Installation ( to be quoted based on scope) TBQ TBQ
Optional: Extended Warranty ( 12 - month period) 50. 00 60. 00 Optional: Extended Warranty ( 48 - month period) 170. 00 200. 00 M5'" Ongoing Fees Price
9. 00
Secure Wireless Gateway/ Data Fee and Meter Management System Software License Fee ( per meter per month)
Secure Credit Card Gateway Fee ( per transaction) 0.7
Optional: Merchant Processing Fees per transaction) To be quoted based on volume Optional: API or Data Integration Services
To be quoted based on the
need
VEHICLE DETECTION SENSORS CAPITAL AND ONGOING COSTS
Vehicle Detection Sensors Capital Costs
In -Ground Vehicle Detection Sensors ( includes 12 - month warranty) Price per unit
295. 00
Dome Mount Vehicle Detection Sensors ( includes 12 -month warranty) 295. 00 Shipping ( Ex Works — to be quoted based on ship to zip code) TBQ Installation ( to be quoted based on scope) TBQ
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Vehicle Detection Sensors Ongoing Costs Cost per space per month Management System/ Base Data Fee 3. 50
Optional: Real Time Reporting Fee 3. 00
SPARE PARTS
MS". Spare Part Pricing MS)"
Single Space Electronic Meter Mechanism. 535. 00
Card Entry Keypad Amy 65. 00
Hybrid Card Reader 75. 00
Coin Validator 95. 00
Complete Top Cover ( with Lexan insert) 85. 00
Lexan for Top Cover 25. 00
Coin Entry Slot 2. 00
M5 Battery Pack (63) 49. 00
M5 Battery Pack ( 65) (available on the 147/ 247 models only) 60. 00 Solar Panel / Communications Board 185. 00
Main Board 185. 00
Display Board 125. 00
Display Board with NFC 145. 00
BLE Beacon Upgrade 65. 00
RFID Tag 10. 00
MKS Batter Charger ( daisy chain charging unit) 125. 00 Card Reader Cleaning Card featuring Waffletechnology-' (40) per box 54. 00 Sensor Spare PartPing ^rte"
IPS vehicle detection sensor
Battery Replacement ( per D - cell)
In - Dome
295. 00
20. 00
Pole
295. 00
20. 00
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Soles taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics farAll Items Consumer Price Index for All Urban Consumers ( CPI -ill for the U. S City Average compounded annually.
Factory Certified meters are previously owned or trial meters but 100% inspected by IPS factory and carry standard 12 - month warranty.
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MULTI - SPACE METERS
Multi -Space Price Per Unit
IPS MS3'" Multi - Space Pay Station — Pay and Display, Pay - by -Space, or Pay -by - Plate ( Color Display, Card and Coin, Solar powered, Includes 12 - month warranty) Quantity 0- 50
6, 950. 0
IPS MS3'" Multi - Space Pay Station — Pay and Display, Pay - by -Space, or Pay -by - Plate ( Color Display, Card and Coin, Solar powered, Includes 12 -month warranty) Quantity 51- 125
6, 450. 0
IPS MS3`. Multi - Space Pay Station — Pay and Display, Pay -by -Space, or Pay -by - Plate ( Color Display, Card and Coin, Solar powered, Includes 12 - month warranty) Quantity 126+
5, 850. 0
IPS Upgrade Kit Pay Station — Pay and Display, Pay - by -Space, or Pay -by - Plate Solar powered, Includes 12 -month warranty)
2, 950. 0
Shipping and Installation ( per unit) — During normal business hours.
Ex Works — to be quoted based on ship to zip code and final scope of work.
Concrete work is not included)
TBQ
Optional: AC Power Upgrade Kit 150. 00
Optional: Contactless Card Reader ( NFC) 399. 00
Optional: Add for Bill Note Acceptor ( BNA) and 1 Stacker 1, 500. 0 Optional: Additional Coin Box 195. 00
Optional: Additional BNA Stacker 255. 00
Optional: MS1" Extended Parts Warranty ( per 12 - month period) 295. 00 Optional: MS3'" Extended Parts Warranty ( per 12 - month period) 395. 00 Multi - Space Ongoing Costs On -Street Off -Street
Secure Wireless Gateway/ Data Fee and Meter Management
System Software License Fee ( per meter per month)
55. 00
25. 00 /
55. 00
Secure Credit Card Gateway Fee
per transaction)
Included 0. 13/$ 0.7
Optional: Merchant Processing Fees ( per transaction) To be quoted based on volume Optional: API or Data Integration Services To be quoted based on need NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charge will be added to the final invoice. IPS shall hove the right to adjust Agreement pricing due to increases in inflation as published by the US Bureau of Labor Statistics for All Items Consumer Prire Index for All Urban Consumers ( CPI- Uf for the U. S. City Average compounded annually. 20- Agreement No. 24- 35
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SPARE PARTS
MST"' & MS3'" Spare Parts
Standard Card Reader Assembly
Price Per
Unit. 5/ 153""
149. 00
Coin Validator Assembly 99. 00
Solar Panel Replacement Kit 895. 00
Main Operating Board 995. 00
4G wireless modem assembly 270. 00
LCD Display only ( color) 1,00. 0
Armored Display Glass 135. 00
Thermal Printer 950. 00
6 -key Horizontal Keypad 85. 00
Pay -by -Space Keypad Assembly 195. 00
Pay -by -Plate Alphanumeric Keypad Assembly 275. 00
Coin Shutter 195. 00
Contactless Payment Reader ( NFC) 735. 00
Battery 72Ah (rechargeable) 485. 00
Additional Large Coin Canister 191. 00
Additional Small Coin Canister 105. 00
Standard Paper Rolls ( standard)
approx 2000 3" tickets (. 0045" thick)
32. 00
Sticky Back Paper Rolls
approx. 2400 2. 75" tickets (.004" thick)
35. 00
Bill Note Acceptor Assembly ( with 600 note stacker). 1, 500. 0 Additional 600 note stacker cartridge• 255. 00
NOTE: This pricing is FOB, IPS Group, Son Diego, CA. Sales taxes end shipping charges will be added to the final Invoice. IP shall have the right to adjust Agreement pricing due to increases in Inflation os published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers ( CPI -U0 far the U. S. City Average compounded annually. 21- Agreement No. 24- 35
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METER HOUSINGS & COLLECTION EQUIPMENT
METER HOUSINGS & ACCESSORIES
Product/ Service
IPS Zinc top over Iron Vault -M90 style ( large vault, std. IPS locks, black/ grey color) Price per unit
275. 00
IPS All Iron - M95 style ( large vault, std. IPS locks, black/ grey color) 275. 00 High Capacity Coin Can with IPS locks
holds approx. $65 - fits M90 or M95 style housings)
50. 00
Small Capacity Coin Can with IPS locks
holds approx. $ 45)
35. 00
Standard IPS Locks 25. 00
Standard IPS Keys 15. 00
Yoke Assembly ( Twin Mounting Adapter) std. black color ( add $ 15 if new mounting hardware is required
55. 00
Meter Poles ( Schedule 40 - 2" ID - Galvanized) 55. 00
Vintage Sleeve — std. black color 55. 00
Vintage Base- std. black color 65. 00
Collar for Vintage Sleeve — std. black color 35. 00
Medeco/ Abloy Mechanical Lock ( lock only) 55. 00
Medeco E - Lock ( lock only)
NOTE: additional Medeco a -lock accessories require separate quote) 195. 00
Shipping and Installation ( per unit) — During normal business hours.
Ex Works — to be quoted based on final scope of work.
TBO
COLLECTION SYSTEMS & ACCESSORIES
Product/ Service Price per unit
Collection Cart Only ( standard) 500. 00
Collection Cart Only ( with enhanced suspension) 795. 00 Standard Collection Head 500. 00
Coin Collection Canister - Steel or Aluminum 500. 00
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final Invoice. IPS shall hove 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. City Average compounded annually.
MOBILE PAYMENTS
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PARK SMARTER'" MOBILE PAYMENT SOLUTION
Product/ Service Price per unit
PARK SMARTER'" mobile payment decals for SSPM 2. 00
PARK SMARTER'" mobile payment decals for MSM TBQ
Decal Shipping TBQ
On -site Setup and Installation see below
Additional signage or scope of work to be quoted upon request TBQ On - site setup: IPS shall provide the client with instructions on how to set up / install decals in support of the PARK SMARTER'" mobile payment application. However, IPS will send staff to provide installation and setup services. The costs for these services will be based on the costs of travel, rental car, hotel, and per diem expenses and will be added to the setup invoice at the completion of the service.
Per Transaction Fees
Secure Credit Card Gateway / Convenience Fee ( per transaction)` Fees
0. 35
Optional: Pushing Time to Meter 0. 10
Optional: Merchant Processing Fees ( per transaction) TBQ Per transaction fees: IPS shall charge a user convenience fee described above, which sha I be deposited with the client and invoiced monthly. Alternatively, IPS can quote a combination of fees plus merchant fees that can be paid directly from the merchant account.
Preferred Card Processing Rates: Using our own payment provider IPS can provide preferred pricing for small - ticket mobile payment merchant processing. Quotes for this service are available upon request.
IMPLEMENTATION WITH 3°p PARTIES
Product/ Service Price per unR
Implementation with 3' a party for enforcement TBQ
Customizations 200/ hr
Implementation: IPS shall integrate with 3rd party enforcement software or IPS can provide the client with IPS enforcement software at prices not included in this proposal. Any client designated 3rd party that charges IPS for integration services will be passed along to the client.
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Soles taxes and shipping charges will be added to the final invoice. IPS shall Rave the right to adjust Agreement pricing due to increases In Inflation as published by the US Bureau of tabor Statistics for All Items Consumer Price Index for All Urban Consumers ( CPI -U) for the U. S. Oty Average compounded annually.
REPLACEMENT PARTS & REPAIR SERVICES
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IPS shall provide warranty and non - warranty repair services based out of our office in San Diego, CA. For repair services not able to be first achieved on - site by the Customer or by phone, these meters will be returned to IPS at 7737 Kenamar Court, San Diego, CA, 92121, for repair or rework, and IPS will endeavor to ship within 3-4 weeks of receipt, depending on the quantities received and work schedules. ALL RETURNS REQUIRE AN " RMA" NUMBER prior to shipment to IPS in order to avoid additional delays. An RMA may be requested by contacting the responsible IPS customer support manager, by contacting the IPS Help desk, phone ( 877) 630-638 or ( 858) 404- 0607) or email ( support@ipsgroupinc. com). All items returned to IPS must be securely packaged to avoid further damage in shipment and all shipments will be via Ground Freight Service unless expedited service and payment of associated fees are requested. Automated RMA tracking, including work performed to repair meters, can be viewed at any time using IPS meter management system.
Product/ Service Price per unit
125. 00+
shipping Single Space M3 Non - Warranty repair work ( includes parts/ lbor) Single Space M5T" Non -Warranty repair work ( includes parts/ lbor)
95. 00+
shipping
Multi - Space MS1'.
Non - Warranty repair work
To be
quoted
On - site technical services: shall be quoted to include labor, travel costs, accommodation, car rental, and per diem costs. Spare Parts shall be quoted and added to final costs based on the identified needs.
5950/ day+
parts
Shipping costs for any of the above shall be added to the final invoice NOTE: This pricing O FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPSshall haw 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. City Average compounded annually.
ON -SITE MAINTENANCE SERVICES
PS can offer on -site technician services either part- time or on a full- time basis. The costs of the services are outlined below:
Item
Part -Time IPS Technician
Units
Per day
Unit Price
950/ technician/ day
Full - Time IPS Technician Per month
TBQ is based on the scope of services. Would be
inclusive of technician and IPS vehicle.
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SAMPLE SCOPE OF SERVICES:
Cleaning of card readers and keypads
Inventory audit to confirm meter hardware assignments and geolocation.
Inspection of all meters to determine any need for repairs.
On -site meter training for the client staff
Shop Organization — help organize the shop inventory of all items and prepare recommended list of spare parts.
Preventative Maintenance— consisting of inspection of the meter interiors, greasing the validator connector/ s, lubricating the locks, checking the communications, checking the LCD' s, keypads, expiry indicator and diagnostically checking the REID reader.
ADDITIONAL SERVICES:
IPS can provide additional services in support of any items listed in these pricing tables and will be quoted separately upon request.
IPS can provide alternative pricing models to include rentals, lease, revenue share, and other models, and will be quoted separately upon request.
25- Agreement No. 24- 35
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IPS LIMITED WARRANTY - METER SOLUTION
IPS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months under normal use. The warranty protects against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products. Software Services are provided " as - is" and IPS shall provide bug fixes at no cost during the contract term.
Additional Warranty Provisions: IPS must have the opportunity to assist in the initial deployment and system installation. Repair or replacement under warranty of any defective product ( including any meter or subcomponent) 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 ( including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. IPS strongly recommends that customers pre -purchase spare parts inventory for immediate access. Defective parts can be replaced immediately from customer stock and IPS shall replace such components upon receipt and determination of defect. On -site labor is explicitly not included in this limited warranty. Customer shall be sufficiently trained to perform all on - site work, including meter or subcomponent removal/ replacement. IPS can provide additional on -site services under a separate maintenance agreement or quoted on an as - needed basis. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS' S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS' S LIABILITY FOR A
WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY AND
ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS ( 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, 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.
Exclusions: Warranty voided with use of imitation or non - genuine IPS replacement parts, un- authorized alterations, abuse, vandalism, improper installation by customer, handling or general misuse to the equipment ( hardware or software), including attempted repairs that result in damage. The warranty specifically excludes any consumable items such as paper, batteries, etc. Software warranty is void if usernames and/ or passwords are shared with third parties, or allowance of third party access to IPS software without IPS written consent. 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 third - party hardware or software, whether supplied in connection with this Agreement or otherwise. 26- Agreement No. 24- 35
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Preventative Maintenance: The primary operational elements will be a working battery, card reader, coin validator and printer ( if applicable). All product surfaces should be kept clean with mild soap and water. No harsh chemicals should be used on any plastic surfaces. The card reader heads should be cleaned with a cleaning card every 1- 2 months to ensure optimum performance. Cleaning cards maybe purchased from IPS. Batteries should be replaced when notified by the IPS Data Management System. At 6 - month increments, the coin validator shall be visually inspected for any damage or debris. Compressed air may be used to keep the card reader, coin acceptor or printer ( if applicable) clear of debris, every 6 months.
Additional preventative maintenance shall be administered by customer staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein. 27- Agreement No. 24- 35
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Laguna Beach - IPS Agreement
Final Audit Report 2024- 06- 18
Greeted: 2024- 06- 13
By. Mobile Guzman ( nguzman@lagunebeechcity. ne0
Status: Signed
Transaction ID: CBJCHBCAABAA2LSPR550RYMP- mT4DGK3WyZ4cblubYl Laguna Beach - IPS Agreement" History
rf. Document created by Nubile Guzman ( nguzman@lagunabeachcity. ne) 2024- 08- 13 - 11:6: 01 PM GMT
C., Document emailed to Brian Webber ( brian. webber@ipsgroupinc. com) for signature 2024- 08- 13 - 11:7:5 PM GMT
n Email viewed by Brian Webber ( brian. webber@ipsgroupinc. com) 2024- 08- 18 - 3: 44: 51 PM GMT
ho Document e -signed by Brian Webber ( brian. webber@ipsgroupinc. com) Signature Date: 2024- 06- 18 - 3: 47:3 PM GMT - Time Source: server Agreement completed.
2024- 08- 18 - 3: 47:3 PM GMT
Q Adobe Acrobat Sign
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Amendment No. 4
FOURTH AMENDMENT TO
INDEPENDENT CONTRACTOR AGREEMENT
FOR SMART PARKING GUIDANCE PROJECT
THIS FOURTH AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT FOR SMART GUIDANCE PROJECT (“Fourth Amendment”) is made and entered into this ______ day of July, 2026, by and between the City of Laguna Beach, a Municipal Corporation, hereinafter referred to as the “CITY,” and FROGPARKING, INC., a Delaware stock corporation with its principal place of business at 9273 Research Drive, Irvine, CA 92618, hereinafter referred to as “INDEPENDENT CONTRACTOR.” CITY and INDEPENDENT CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, the CITY and INDEPENDENT CONTRACTOR entered into an Independent Contractor Agreement for Smart Parking Guidance Project (“Agreement”) on April 25, 2019, and designated as City of Laguna Beach contract number 19-39 regarding software services addressing real-time parking availability for City parking lots and meter zones along with parking payment services; and
WHEREAS, the Parties entered into a First Amendment to extend the term of the Agreement for one (1) additional year from April 3, 2024, through April 2, 2025, and to adjust the compensation of INDEPENDENT CONTRACTOR for that extended term; and WHEREAS, the Parties entered into a Second Amendment to extend the term of the Agreement for one (1) additional year from April 3, 2025, through April 2, 2026, and to adjust the compensation of INDEPENDENT CONTRACTOR for that extended term; WHEREAS, the Parties entered into a Third Amendment to extend the term of the Agreement for six (6) additional months commencing on April 3, 2026, through October 2, 2026, and fix the compensation regarding the software subscription cost and maintenance fee during this extended term;
WHEREAS, the Parties now desire to enter into this Fourth Amendment to increase the not to exceed amount for the sixth month period of services from April 3, 2026 to October 2, 2026 to address the $0.25 transaction fee per transaction that INDEPENDENT CONTRACTOR charges City for the services under the Agreement.
NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter expressed and intending to be bound thereby, the CITY and INDEPENDENT CONTRACTOR mutually agree as follows:
1. The total compensation for INDEPENDENT CONTRACTOR’S services rendered under the Agreement for the six-month period from April 3, 2026, to October 2, 2026, shall be $7,840 per month and $0.25 per transaction in an amount estimated as $11,000.00 per month in a total amount not to exceed $112,040.00.
Attachment 3
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Amendment No. 4
2. Except as set forth in Sections 1 of this Fourth Amendment, and except as may be inconsistent or in conflict with Sections 1 above, all other provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Fourth Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Fourth Amendment.
3. The Parties stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Fourth Amendment. INDEPENDENT CONTRACTOR further accepts the terms and conditions of this Fourth Amendment as full and final resolution of any and all claims, asserted or otherwise, arising out of or related to the subject of this Fourth Amendment and acknowledges that the compensation and/or additional time, if any, set forth herein is adequate and comprises the total compensation and/or time due for the changes included in this Fourth Amendment.
4. This Fourth Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the CITY and CONSULTANT have executed this Fourth Amendment as of the date first set forth above, and the parties executing this Fourth Amendment warrant and represent that they are authorized to do the same on behalf of the Parties and are authorized to bind those Parties to the terms and conditions of this Fourth Amendment.
CITY OF LAGUNA BEACH
By
Dave Kiff, City Manager
ATTEST:
Ann Marie McKay, City Clerk
INDEPENDENT CONTRACTOR
FROGPARKING, INC.
By
Title
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Amendment No. 4
Address______________________________
____________________________________
____________________________________
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STAFF REPORT
Meeting Date:
July 7, 2026
CONSENT
12 SUBJECT: AWARD OF PURCHASE AGREEMENT TO ALLSTAR FIRE EQUIPMENT FOR
THE PURCHASE OF FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT RECOMMENDATION: It is recommended that the City Council:
1. Authorize the City Manager to execute a purchase agreement with AllStar Fire Equipment (AllStar) for the purchase of firefighter personal protective equipment in an amount not to exceed $250,000, with an initial term from July 1, 2026, through March 27, 2028, and the ability to extend the agreement through March 27, 2031, subject to the continued availability of Sourcewell Contract No. 010424, or any renewal, extension, replacement contract; and
2. Find that the recommended action is not subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it does not constitute a project.
SUMMARY OF THE MATTER
The Laguna Beach Fire Department regularly replaces firefighter personal protective equipment (PPE) as part of its ongoing equipment replacement program. The proposed purchase agreement with AllStar Fire Equipment, an authorized distributor of LION First Responder PPE, will provide turnout gear and related protective equipment for replacement of aging gear and issuance to new personnel.
The proposed agreement establishes a not-to-exceed purchasing authority of $250,000 for the purchase of turnout gear and related personal protective equipment. The initial term of the agreement will run from July 1, 2026, through March 27, 2028, consistent with the current term of Sourcewell Contract No. 010424.
Subject to the continued availability of the cooperative purchasing contract, or any renewal, extension, replacement contract, the City may extend the agreement through March 27, 2031. The agreement utilizes Sourcewell Contract No. 010424, a competitively awarded cooperative purchasing contract for firefighting personal protective equipment, consistent with the City's purchasing policies.
DISCUSSION
Firefighter turnout gear is subject to wear from routine use, exposure to heat and hazardous environments, repeated laundering, and contamination from carcinogens and other toxins. Over time, these factors diminish the protective qualities of the gear, requiring periodic replacement to maintain compliance with applicable standards and ensure firefighter safety.
The Laguna Beach Fire Department issues each sworn firefighter a frontline set of turnout gear and a reserve set. Consistent with Department policy, frontline gear is placed into reserve status after approximately five (5) years of service and replaced with new equipment. This replacement cycle helps ensure personnel have access to serviceable protective equipment while gear is being inspected, cleaned, repaired, or decontaminated.
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AWARD OF PURCHASE AGREEMENT TO ALLSTAR FIRE EQUIPMENT FOR THE
PURCHASE OF FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT
July 7, 2026
The Department has standardized on turnout gear manufactured by LION First Responder PPE. AllStar Fire Equipment is the authorized distributor of LION products within Southern California and provides the equipment and related services required by the Department.
Laguna Beach Purchasing System Ordinance, Section 2.30.050(c), authorizes the City to purchase against contracts awarded by another public agency, master agreement, or cooperative agreement where the source contract is current, the vendor and scope are consistent with the award, and use is in the City's best interest.
Sourcewell Contract No. 010424 was competitively solicited by Sourcewell in January 2024. Thirty (30) responses were received, and LION First Responder PPE was awarded a contract for firefighting personal protective equipment. The contract is currently active and expires on March 27, 2028. Pricing was reviewed and determined to be fair and reasonable based on the cooperative contract's competitively solicited pricing structure offering 10-35% discount off the list price available to participating agencies. AllStar Fire Equipment, as the authorized regional distributor for LION First Responder PPE, will provide the equipment and related services required by the Department under the Sourcewell contract. Fire Department staff also contacted Sourcewell regarding Contract No. 010424. Sourcewell advised that the official contract documents posted on its website are the governing source of information for participating agencies. Staff reviewed and relied upon those official contract documents in preparing this report.
The initial term of this Agreement shall commence on July 1, 2026, and shall continue through March 27, 2028, unless earlier terminated in accordance with this Agreement. The Sourcewell Contract may be extended by mutual agreement by the original contracting parties. The City may renew the term of this Agreement for up to three (3) additional one-year periods, provided that any such renewal is contingent upon, and shall not extend beyond, a corresponding extension of the Sourcewell cooperative agreement, which is currently set to expire on March 27, 2030.
The total compensation payable under this Agreement, including any extensions exercised pursuant to this Section, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) without further City Council approval.
FINANCIAL ANALYSIS
The proposed agreement establishes a not-to-exceed purchasing authority of $250,000 for the purchase of turnout gear and related personal protective equipment over the life of the agreement, including any authorized extensions. The initial term of the agreement will run from July 1, 2026, through March 27, 2028, consistent with the current term of Sourcewell Contract No. 010424. Subject to the continued availability of the cooperative purchasing contract, or any renewal, extension, replacement, or successor contract, the City may extend the agreement through June 30, 2031. Funding for turnout gear and related personal protective equipment will be included in the Fire Department's annual operating budgets. No additional appropriation is requested as part of this action.
ENVIRONMENTAL ANALYSIS
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AWARD OF PURCHASE AGREEMENT TO ALLSTAR FIRE EQUIPMENT FOR THE
PURCHASE OF FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT
July 7, 2026
The recommended action is not subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it does not constitute a "project" as defined by CEQA. The proposed action authorizes the purchase of firefighter personal protective equipment to support ongoing Fire Department operations and maintain firefighter safety. The purchase of equipment does not have the potential to result in either a direct physical change or a reasonably foreseeable indirect physical change in the environment. Accordingly, the action is not subject to CEQA review.
ATTACHMENTS
1. Proposed Cooperative Purchase Agreement (Pgs. 4-44)
2. Sourcewell RFP and Addendums-Fire PPE 010424 (Pgs. 45-64) Submitted By:
. Approved: .David A Kiff
Niko King, Fire Chief Dave Kiff, City Manager
Report Prepared By: Coordinated With:
Kirsten Gallacher, Senior Administrative
Analyst
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COOPERATIVE AGREEMENT REGARDING
FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT AND RELATED EQUIPMENT
CLEANING
This Cooperative Agreement for __________________ (“Agreement”) is entered into as of the __ day of _____, 2026, by and between the City of Laguna Beach, a Municipal Corporation (“City”) and Allstar Fire Equipment, Inc., (Allstar) a corporation, authorized to conduct business in the State of California as a distributor for LION First Responder PPE, Inc. (LION) effective through March 27, 2028, based on LION’s response to RFQ no. 010424-LIO issued by Sourcewell, a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
WHEREAS, on March 26, 2024, Sourcewell entered into Contract No. 010424-LIO with LION First Responder PPE, Inc. for Firefighting Personal Protective Equipment with Related Equipment Cleaning (the “Sourcewell Contract”); and
WHEREAS, the Sourcewell Contract allows participating governmental entities to utilize the pricing, terms, and conditions established under the Sourcewell Contract; and WHEREAS, it is in the public interest of the City to obtain firefighter turnout gear, personal protective equipment, and related services necessary to protect the health and safety of firefighters and ensure compliance with applicable industry standards; and WHEREAS, the City desires to utilize the pre-negotiated pricing, terms, and conditions established under the Sourcewell Contract to obtain firefighter personal protective equipment and related services in an efficient and cost-effective manner; and WHEREAS, pursuant to Section 2.30.050(c) of the Laguna Beach Municipal Code, the City is exempt from customary bidding procedures when utilizing a cooperative purchasing agreement competitively solicited by another public agency or cooperative purchasing organization; and
WHEREAS, Contractor has the experience, equipment, personnel, and qualifications necessary to provide firefighter personal protective equipment and related services; and WHEREAS, for greater economy and efficiency and to benefit its citizens, the City wishes to contract with Contractor to provide firefighter personal protective equipment and related services on substantially the same terms and conditions established in the Sourcewell Contract NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.
Attachment 1
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2. Exhibits. The Sourcewell Contract No. 010424-LIO is attached hereto as Exhibit 1 and incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement shall take precedence over the Sourcewell Contract.
3. Terms. For purposes of this Agreement, references within the Sourcewell Contract to “Sourcewell” shall, where applicable, be construed to mean the City of Laguna Beach solely with respect to purchases made by the City under this Agreement.
4. Scope of Work. Contractor shall provide firefighter turnout gear, personal protective equipment, related equipment cleaning services, accessories, replacement components, and other products and services available under the Sourcewell Contract. Contractor shall perform all contractual responsibilities assumed under the Sourcewell Contract in accordance with the terms of the Sourcewell Contract and this Agreement. The City shall perform its contractual responsibilities in accordance with the Sourcewell Contract and this Agreement.
5. Compensation. City agrees to pay Contractor in accordance with the pricing, discounts, and terms established under the Sourcewell Contract. The total amount payable under this Agreement, including any authorized extensions, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) during the initial three (3) year term and any authorized extensions. Purchases shall be made on an as-needed basis through individual purchase orders issued by the City.
6. Term. This Agreement shall commence on July 1, 2026, and shall continue through March 27, 2028, unless earlier terminated in accordance with this Agreement.
Provided that Sourcewell Contract No. 010424, or any renewal, extension, replacement, or successor cooperative purchasing contract for substantially the same goods and services, remains active and available for use by the City, the City Manager may approve up to three (3) additional extensions of this Agreement, provided that the cumulative term of the Agreement shall not extend beyond March 27, 2031.
Any extension shall be subject to the continued availability of the applicable cooperative purchasing contract and compliance with Laguna Beach Municipal Code Chapter 2.30 and applicable City purchasing policies.
Under no circumstances shall this Agreement remain in effect beyond the expiration or termination of the applicable cooperative purchasing contract unless another valid cooperative purchasing contract is available and approved for use by the City.
7. General.
A. Terms and Conditions of the Sourcewell Contract. Except as otherwise adjusted herein, all other terms and conditions of the Sourcewell Contract, including all insurance, warranties, and indemnities, remain in full force and effect.
B. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or 5 5 of 313
by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.
8. Authority to Execute Contract. The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
9. Notices. Unless otherwise provided herein, any notices required to be given under the Agreement shall be in writing with copies as directed herein and shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a mail document delivery service shall be effective upon receipt. Any notice given by mail shall be deemed to have been given when deposited in the United States mails certified and postage prepaid, addressed to the party to be served as follows:
Allstar:
Allstar Fire Equipment, Inc.
12328 Lower Azusa Road
Arcadia, CA 91006
[email protected]
City’s Project Manager:
City of Laguna Beach
Attn: Battalion Chief, Eric Lether
505 Forest Avenue
Laguna Beach, CA 92651
[email protected]
Changes in the address to be used for receipt of notices shall be effected in accordance with this Section.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR CITY OF LAGUNA BEACH COOPERATIVE AGREEMENT
FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT AND RELATED EQUIPMENT
CLEANING
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF LAGUNA BEACH
Approved By:
Dave Kiff
City Manager
Attested By:
Ann Marie McKay
City Clerk
ALLSTAR FIRE EQUIPMENT
Approved By:
Signature
Name
Title
Attested By:
Signature
Name
Title
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EXHIBIT “1”
SOURCEWELL CONTRACT NO. 010424-LIO
LION FIRST RESPONDER PPE, INC.
EFFECTIVE THROUGH MARCH 27, 2028
[ATTACHED]
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Solicitation Number: RFP #010424
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and LION First Responder PPE, Inc., 7200 Poe Avenue, Suite 400, Dayton, OH 45414 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Firefighting Personal Protective Equipment with Related Equipment Cleaning from which Supplier was awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
EXPIRATION DATE AND EXTENSION. This Contract expires March 27, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.
B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
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A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
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A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.
Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.
C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
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x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized
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subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
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A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted
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price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
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D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
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b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms
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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is
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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
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Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.
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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
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ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in
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guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell LION First Responder PPE, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Mark T. Smith
Title: Chief Procurement Officer Title: President LION Americas Date: ________________________ Date: ________________________
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Bid Number: RFP 010424 Vendor Name: LION First Responder PPE
41 41 of 313
Table 148: Depth and 8readth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.
Line
Item Category or Type Offered * Comments
7 Protective Clothing Yes
No
Turnouts and RescueWear. StationWear and Uniforms included in a seperate RFP. * 77 Helmets and related accessories Yes
No
Helmets and helmet accessories. *
78 Other related equipment and
accessories
Yes
No
Personal Protective Equipment that is demonstrated in the LION documentation included with this RFP. *
79 Firefighting apparel and station-wear Yes
No
StationWear and Uniforms included in a separate RFP. *
80 Extractors, laundry machines,
mechanical dryers, drying and
storing racks
Yes
No
LION does not offer these products.
*
81 Cleaning and decontamination
service and maintenance
Yes
No
LION TotalCare
82 Firefighting PPE cleaning supplies Yes
No
LION TotalCare
83 Cleaning equipment for other
firefighting equipment and tools
Yes
No
LION does not offer these products.
84 Services Related to the equipment
described above
Yes
No
LION TotalCare
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, of Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
Documents
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - LION Discount Off List and List Price Documents.zip - Tuesday January 02, 2024 14:43:44 Financial Strength and Stability - Corporate Trade References 2023.pdf - Tuesday January 02, 2024 14:40:52 Marketing Plan/Samples - LION Capabilities and Core Beliefs.zip - Wednesday January 03, 2024 10:53:51 WMBE/MBE/SBE or Related Certificates - LION Certifications.zip - Tuesday January 02, 2024 14:49:28 Warranty Information - UserGuide_Warranty.pdf - Wednesday January 03, 2024 12:21:49 Standard Transaction Document Samples (optional)
Requested Exceptions - RFP010424 EXCEPTION.pdf - Tuesday January 02, 2024 15:02:14 Upload Additional Document - LION Additional Documentation.zip - Wednesday January 03, 2024 12:43:55 Bid Number: RFP 010424 Vendor Name: LION First Responder PPE
42 42 of 313
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Bid Number: RFP 010424 Vendor Name: LION First Responder PPE
44 44 of 313
Rev. 3/2022 Sourcewell RFP #010424
Firefighting Personal Protective Equipment with Related Equipment Cleaning