-1- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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 -3- PROFESSIONAL SERVICES AGREEMENT
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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 -4- PROFESSIONAL SERVICES AGREEMENT
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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 -5- PROFESSIONAL SERVICES AGREEMENT
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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 -6- PROFESSIONAL SERVICES AGREEMENT
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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 -7- PROFESSIONAL SERVICES AGREEMENT
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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 -8- PROFESSIONAL SERVICES AGREEMENT
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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 -9- PROFESSIONAL SERVICES AGREEMENT
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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 -13- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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 -14- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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 -15- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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 -16- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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.
20 -17- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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 -18- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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
22 -19- PROFESSIONAL SERVICES AGREEMENT
UPDATED 2-2026
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
23 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 55852.00003\42823523.1
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
25 55852.00003\42823523.1
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.
26 55852.00003\42823523.1
Exhibit “A”-4 PROFESSIONAL SERVICES AGREEMENT
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.
27 55852.00003\42823523.1
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.
28 55852.00003\42823523.1
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 55852.00003\42823523.1
Exhibit “A”-7 PROFESSIONAL SERVICES AGREEMENT
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 55852.00003\42823523.1
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 55852.00003\42823523.1
Exhibit “A”-9 PROFESSIONAL SERVICES AGREEMENT
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 55852.00003\42823523.1
Exhibit “A”-10 PROFESSIONAL SERVICES AGREEMENT
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.
33 55852.00003\42823523.1
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
34 55852.00003
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Exhibit “A”-12 PROFESSIONAL SERVICES AGREEMENT
35 55852.00003
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Exhibit “A”-13 PROFESSIONAL SERVICES AGREEMENT
36 55852.00003
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Exhibit “A”-14 PROFESSIONAL SERVICES AGREEMENT
37 55852.00003\42823523.1
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.
38 55852.00003
\42823523.1
Exhibit “A”-16 PROFESSIONAL SERVICES AGREEMENT
39 55852.00003
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Exhibit “A”-17 PROFESSIONAL SERVICES AGREEMENT
40 55852.00003
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Exhibit “A”-18 PROFESSIONAL SERVICES AGREEMENT
41 Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
42 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.
43 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.
44 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-2
45 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-3
46 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-4
47 55852.00003\42823523.1
(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.
48 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-6
49 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-7
50 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-8
51