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
52 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.
Agreement No. 24- 35
53 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.
Agreement No. 24- 35
54 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
55 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
56 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
57 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
58 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
59 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
60 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
61 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
62 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
63 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
64 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 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
66 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
67 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
68 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.
17- Agreement No. 24- 35
69 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
18- Agreement No. 24- 35
70 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.
19- Agreement No. 24- 35
71 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
72 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
73 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
22- Agreement No. 24- 35
74 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
23- Agreement No. 24- 35
75 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.
24- Agreement No. 24- 35
76 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
77 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
78 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
79 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
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